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OFX GROUP LIMITED

ANNUAL GENERAL MEETING AND NOMINATION OF DIRECTORS

26 June 2024 – OFX Group Ltd (“OFX” or “the Group”) (ASX: OFX) today releases its Notice of Meeting for the OFX 2024 Annual General Meeting together with the:

Chair’s Letter;
Voting/Proxy Form; and
Online AGM Guide.

Copies of these documents will be available on OFX’s website at

www.ofx.com/en au/investors/agm

Authorised for release to the ASX by the Company Secretary, Adrian Wong

For all enquiries:

Matthew Gregorowski Morrow Sodali +61 422 534 755

About OFX Group (ASX: OFX)

Founded in 1998, OFX is an international money services provider based in Sydney with a presence in nine countries and ~700 staff. It offers money transfers and foreign exchange services for Corporate, Consumer and Enterprise clients across 50+ currencies. Through its ‘digital + human’ business model, OFX provides 24/7 client support to complement its global digital platform.

More information, including a downloadable Fact Sheet, is available at - https://www.ofx.com/en au/investors

Level 19, 60 Margaret St, Sydney, NSW 2000 Australia [email protected] ofx.com OFX Group Limited (ABN 12 165 602 273)

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Notice of Meeting 2024

OFX Group Limited ABN 12 165 602 273

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2 Chair’s letter

3 Notice of Meeting
5 Voting Exclusion Statement
7 Notes
11 Explanatory Memorandum

24 Contact Information

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Chair’s letter

Fellow Shareholders,

I am writing to invite you, as a shareholder in OFX Group Limited (OFX), to attend our Annual General Meeting (AGM) to be held on Thursday 1 August 2024 at 2:00pm (AEST).

Hybrid Meeting

The AGM will be a hybrid meeting. Directors will attend in person at the OFX office and shareholders are invited to attend and participate in the AGM either:

In person at the OFX office at Level 20, 60 Margaret Street, Sydney; or
Online via a webinar by registering at www.ofx.com/en-au/investors/agm.

Notice of Meeting

The Notice of Meeting details the items of business to be considered at the AGM, important participation and voting information and the Explanatory Memorandum. Further details on how to register and participate online (including how to vote and ask questions) in the AGM are set out in the OFX Online AGM Guide. The Notice of Meeting and Online AGM Guide are available at www.ofx.com/en-au/investors/agm.

If you are unable to attend the AGM, I encourage you to lodge your vote in advance using the Voting/Proxy Form or online at the Link Investor Centre www.linkmarketservices.com.au. Alternatively, you can appoint a proxy to vote on your behalf. To be valid, votes in advance of the meeting and proxy appointments must be received by 2:00pm (AEST) on Tuesday 30 July 2024 .

Questions

You will have the opportunity to ask the Board and OFX’s external auditors questions during the AGM, online and in person.

I encourage you to submit questions on any shareholder matters that may be relevant to the AGM in advance using the Question Form or online at the Link Investor Centre by 5:00pm (AEST) on Thursday 25 July 202 4.

I look forward to the opportunity to engage with you at the AGM and thank you for your ongoing support of OFX.

Yours sincerely

Annual Report

I encourage you to review OFX’s Annual Report for the financial year ended 31 March 2024 which is available at www.ofx.com/en-au/investors/ reports-presentations.

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Patricia Cross AM Chair

Voting

You will be able to vote online during the meeting or in person using a voting card.

If you receive investor documents, the annual report or payment advice in physical copy – consider updating your preference to receive them in electronic format by visiting the Link Investor Centre www.linkmarketservices.com.au or calling 1300 554 474.

2 Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited

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Notice of Meeting

The Annual General Meeting ( AGM ) of OFX Group Limited ( Company ) will be held:

Date: Thursday 1 August 2024 Time: 2:00pm (AEST) Place: Level 20, 60 Margaret Street, Sydney, NSW, 2000

All shareholders are invited to attend the AGM in person, or virtually via a online webinar by registering at www.ofx.com/en-au/investors/agm.

If shareholders are unable to attend, shareholders may use the Voting/Proxy Form to lodge a direct vote in advance of the AGM or appoint a proxy.

A representative of a corporate shareholder or proxy will only be entitled to attend and/or vote at the AGM (either virtually or in person) if they have provided evidence to OFX of an effective corporate representative appointment prior to the AGM’s commencement.

Items of Business

Item 1. Financial statements and Reports of the Directors and Auditors

To receive and consider the Financial Report, the Directors’ Report and the Independent Auditor’s Report for the Company for the financial year ended 31 March 2024. There is no vote on this item.

Item 2. Re-election of Ms Cathy Kovacs

Item 3. Re-election of Mr Robert Bazzani

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That Robert Bazzani, who retires in accordance with Article 47(d) of the Company’s Constitution, and being eligible for re-election, be re-elected as a Director of the Company.”

Details of Mr Bazzani’s qualifications and experience and the recommendation of the Board in relation to his election are set out in the Explanatory Memorandum.

Item 4. Re-election of Ms Jacqueline Hey

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That Jacqueline Hey, who retires in accordance with Article 47(d) of the Company’s Constitution, and being eligible for re-election, be re-elected as a Director of the Company.”

Details of Ms Hey’s qualifications and experience and the recommendation of the Board in relation to her election are set out in the Explanatory Memorandum.

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That Cathy Kovacs, who retires in accordance with Article 47(a) of the Company’s Constitution, and being eligible for re-election, be re-elected as a Director of the Company.”

Details of Ms Kovac’s qualifications and experience and the recommendation of the Board in relation to her election are set out in the Explanatory Memorandum.

Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited 3

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Notice of Meeting

Item 7. Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY25 Long Term Incentives

Item 5. Remuneration Report

To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution:

“That the OFX Group Limited Remuneration Report for the financial year ended 31 March 2024 be adopted.”

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

In accordance with section 250R(3) of the Corporations Act 2001 (Cth), the vote on this resolution is advisory only and does not bind the Directors or the Company.

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for:

a) the issue to Mr John Alexander Malcolm, Chief Executive Officer and Managing Director, of 658,954 performance rights under the OFX Group Limited Global Equity Plan in respect of FY25 Long Term Incentives on the terms described in the Explanatory Memorandum that forms part of the Notice of Meeting; and

This resolution is subject to voting exclusions as set out in the Voting Exclusion Statement of this Notice of Meeting.

Item 6. Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY24 Short Term Incentives

b) the transfer or allocation of securities to Mr Malcolm upon vesting of the performance rights.”

This resolution is subject to voting exclusions as set out in the Voting Exclusion Statement of this Notice of Meeting.

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

“That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for:
a) the issue to Mr John Alexander Malcolm, Chief Executive Officer and Managing Director, of 174,113 performance rights under the OFX Group Limited Global Equity Plan in respect of his FY24 Short Term Incentives on the terms described in the Explanatory Memorandum that forms part of the Notice of Meeting; and
b) the transfer or allocation of securities to Mr Malcolm upon vesting of the performance rights.”

This resolution is subject to voting exclusions as set out in the Voting Exclusion Statement of this Notice of Meeting.

4 Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited

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Voting Exclusion Statement

by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

Item 5. Remuneration Report

A vote on the resolution relating to Item 5 must not be cast (in any capacity) by or on behalf of:

the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting on the resolution; and
any member of the key management personnel whose remuneration details are included in the Remuneration Report for the year ended 31 March 2024 ( KMP ); or
any associate of a Restricted KMP (including close family members and companies the KMP controls),
the holder votes on the resolution in accordance with the directions given to the holder to vote in that way.

(each a Restricted Person ).

‘Key management personnel’ and ‘associate’ each have the meaning given to that term in the Corporations Act 2001 (Cth).

The Company will disregard any votes cast in favour of the resolution relating to Item 5 in any capacity by or on behalf of a Restricted Person.

Item 6. Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY24 ShortTerm Incentives

However, the Company need not disregard a vote cast by a Restricted Person as a proxy if the vote is not cast on behalf of a Restricted Person and the vote is cast:

by a Restricted Person as proxy for a person who is entitled to vote, in accordance with their directions on a proxy form that specifies the way the proxy is to vote on the resolution (e.g. for, against, abstain);

In accordance with ASX Listing Rule 14.11, a vote on the resolutions relating to Item 6 must not be cast by or on behalf of any Director who is eligible to participate in the employee incentive scheme in respect of which the approval is sought or by or on behalf of any associate of such Director.

by the Chair of the meeting as proxy for a person who is entitled to vote, in accordance with their directions on a proxy form that either:
does not specify the way the proxy is to vote on the resolution; or

Mr John Alexander (‘Skander’) Malcolm is the only Director eligible to participate in the Global Equity Plan, including the Short-Term Incentive Plan. The Company will disregard any votes cast in favour of the resolutions relating to Item 6 by or on behalf of:

expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP; or
Mr John Alexander (‘Skander’) Malcolm; or
an associate of Mr John Alexander (‘Skander’) Malcolm.

Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited 5

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Voting Exclusion Statement

However, the Company need not disregard a vote if it is cast:

Mr John Alexander (‘Skander’) Malcolm is the only Director eligible to participate in the Global Equity Plan, including the Long-Term Incentive Plan. The Company will disregard any votes cast in favour of the resolutions relating to Item 7 by or on behalf of:

by a person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form that specify the way the proxy is to vote on the resolution (e.g. for, against, abstain);
Mr John Alexander (‘Skander’) Malcolm; or
by the Chair of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides; or
an associate of Mr John Alexander (‘Skander’) Malcolm.

However, the Company need not disregard a vote if it is cast:

by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
by a person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form that specify the way the proxy is to vote on the resolution (e.g. for, against, abstain);
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
by the Chair of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides; or
the holder votes on the resolution in accordance with the directions given to the holder to vote in that way.
by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

Item 7. Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY25 LongTerm Incentives

the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with the directions given to the holder to vote in that way.

In accordance with ASX Listing Rule 14.11, a vote on the resolutions relating to Item 7 must not be cast by or on behalf of any Director who is eligible to participate in the employee incentive scheme in respect of which the approval is sought or by or on behalf of any associate of such Director.

6 Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited

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Notes

Discussion and shareholder questions

Discussion will take place on all items of business to be considered at the AGM. All shareholders will have a reasonable opportunity to ask questions during the AGM, including via the online webinar. This will include an opportunity to ask questions of OFX’s External Auditor, KPMG. To ensure that as many shareholders as possible have the opportunity to speak, shareholders are requested to observe the following requests:

all shareholder questions should be stated clearly and should be relevant to the business of the AGM, including matters arising from the Financial Report, the Directors’ Report (including the Remuneration Report) and the Auditor’s Report, and general questions about the performance, business or management of OFX;
if a shareholder has more than one question on an item of business, all questions should be asked together; and
shareholders should not ask questions at the AGM relating to any matters that are personal to the shareholder or commercial in confidence.

Shareholders who prefer to register questions in advance of the AGM may do so either online at the Link Investor Centre or using the Question Form.

Webinar

Shareholders and proxyholders can participate in the AGM via an online webinar by registering online at www.ofx.com/en-au/investors/agm.

To participate you will need a desktop or mobile/ tablet device with internet access and you will need to register for the webinar before the AGM commences. When you register for the webinar, you will need to provide your details (including Security Holder Reference Number ( SRN ), Holder Identification Number ( HIN ) or proxy code to be verified as a shareholder or proxyholder). Following this you will be emailed an invitation with your own unique link to join the AGM webinar.

More information about how to register and participate in the AGM online (including how to ask questions and vote online during the AGM) are available in the Online Guide, which is available at www.ofx.com/en-au/investors/agm.

If you intend to join the webinar, including if you intend to vote online during the AGM, we recommend that you test to see that the online webinar works on your device before the AGM commencement at 2:00pm on 1 August 2024.

In addition to the above, shareholders can also watch an archived recording of the webinar after - the meeting at www.ofx.com/en au/investors/ reports-presentations.

Written questions must be received by Link Market Services Limited by 5:00pm (AEST) on Thursday 25 July 2024, and can be submitted in accordance with the details set out below.

Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited 7

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Notes

Voting information

Entitlement to vote

Pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that for the purpose of the AGM (including voting at the AGM), ‘shareholders’ are those persons who are the registered holders of OFX shares at 7:00pm (AEST) on Tuesday 30 July 2024. Share transfers registered after that time will be disregarded in determining entitlements to vote at the AGM.

Shareholders may vote on all items of business, subject to the voting restrictions described in this Notice of Meeting.

Voting by poll

Each resolution considered at the AGM will be conducted by a poll. The Directors consider voting by poll to be in the interests of the shareholders as a whole and ensures the views of as many shareholders as possible are represented at the AGM.

Direct voting

In accordance with clause 37(b) the Company’s Constitution, the Directors:

have determined that at the AGM, a shareholder who is entitled to vote on a resolution at the AGM is entitled to a direct vote in respect of that resolution; and
have approved the use of either:
the direct Voting/Proxy Form enclosed with this Notice of Meeting or in the Link Investor Centre for direct voting prior to the AGM; or
shareholders or proxyholders can deliver their direct vote in real time during the AGM by voting via the online webinar or submission of a voting card at the meeting.

Direct voting prior to the AGM

If a shareholder is unable to participate in the AGM, they are entitled to vote their shares directly by marking section A ‘Vote Directly’ on the Voting/ Proxy Form that accompanies this Notice of Meeting or in the Link Investor Centre. They will not need to appoint a proxy to act on their behalf.

The shareholder should mark either the ‘for’ or ‘against’ boxes next to each item on the Voting/ Proxy Form. The ‘abstain’ box should not be marked – if a shareholder does mark the abstain box, then the vote for that item will be invalid.

If a shareholder does not give a direction on all of the items, or if they complete both section A ‘Vote Directly’ and section B ‘Appoint a Proxy’, their vote will be passed to the Chair of the AGM as their proxy.

In accordance with clause 37(b) of the Company’s Constitution, the Directors have resolved that shareholders will be able to vote directly prior to the AGM on resolutions to be considered at the AGM at any time between the date of this Notice of Meeting and 2:00pm (AEST) on Tuesday 30 July 2024.

Direct voting during the AGM

Online

Shareholders who provided their SRN/HIN when registering for the webinar will be able to vote directly in the online webinar at any time between the start of the AGM at 2:00pm (AEST) and the closure of voting as announced by the Chair during the AGM on Thursday 1 August 2024.

In person

Those shareholders who choose to attend the meeting in person will be able to submit their voting cards.

8 Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited

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Notes

Appointing a Proxy

Shareholders who are unable to attend the AGM and do not choose to vote prior to the AGM are entitled to appoint a proxy to attend the AGM on their behalf, and to vote in accordance with their instructions on the Voting/Proxy Form.

To appoint a proxy, mark section B ‘Appoint a Proxy’ on the Voting/Proxy Form to appoint the Chair as proxy or insert the name of an alternate proxy in the space provided.

A proxy need not be a shareholder of the Company and may be an individual or a body corporate. If a body corporate is appointed as proxy, it must appoint an individual as its corporate representative in accordance with section 250D of the Corporations Act 2001 (Cth) to exercise its power as proxy at the AGM. Evidence of this appointment must be provided to the Company prior to the commencement of the AGM.

Subject to the voting exclusions set out above, if no voting instructions are given, the proxy may vote as they see fit.

The Chair intends to vote all available and undirected proxies in favour of each item of business.

If a shareholder appoints a KMP (which includes each of the Directors) as proxy, the KMP will not be able to cast the shareholder’s votes on Items 5, 6 and 7 unless the shareholder directs the KMP how to vote or the Chair is the shareholder’s proxy. If a shareholder appoints the Chair as their proxy, or the Chair is appointed as the shareholder’s proxy by default, and the shareholder does not mark a voting box for Items 5, 6 and 7, then by signing and returning the Voting/Proxy Form the shareholder will be expressly authorising the Chair to exercise the proxy in respect of the relevant item even though the item is connected directly or indirectly with the remuneration of KMP.

If you are a shareholder entitled to cast two or more votes, you may appoint up to two proxies and specify the proportion of voting rights or the number of votes each proxy is appointed to exercise. If a shareholder appoints two proxies but does not specify the proportion of the number of votes each proxy may exercise, each proxy may exercise half of that shareholder’s votes.

How to appoint a proxy

For an appointment of a proxy to be effective, the Voting/Proxy Form with section B ‘Appoint a Proxy’ marked to indicate your appointment of a proxy and, if applicable, the power of attorney or other authority under which the Voting/Proxy Form is signed (or a certified copy of the power or other authority) must be received at the Share Registry of the Company no later than 2:00pm (AEST) on Tuesday 30 July 2024 (48 hours before AGM).

If your Voting/Proxy Form is signed by an attorney, or in the case of a Voting/Proxy Form submitted electronically, authenticated by an attorney, the power of attorney (or a certified copy of the power of attorney) must be received by the Share Registrar.

Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited 9

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Notes

Appointing a corporate representative

A body corporate that is a shareholder, or that has been appointed as a proxy, must appoint an individual to act as its representative at the AGM. The appointment must comply with the requirements of section 250D of the Corporations Act 2001 (Cth).

The representative should register on behalf of a body corporate and must provide evidence of their appointment to the Share Registry of the Company prior to the commencement of the AGM.

If the appointment of a corporate representative is signed by an attorney, or in the case of an appointment submitted electronically, authenticated by an attorney, the power of attorney (or a certified copy of the power of attorney) must be received by the Share Registrar.

Important note

A representative will not be permitted to ask questions or to vote at the AGM if evidence of their appointment as a corporate representative has not been provided prior to the AGM.

How to submit a Voting/Proxy or evidence of appointment of corporate representative

Voting/Proxy Forms (and, if applicable, a power of attorney or other authority) and evidence of appointment of a corporate representative may be lodged by one of the following methods:

Online

If you wish to submit your appointment of proxy and voting instructions or your appointment of a corporate representative electronically, visit the Link Investor Centre at www.linkmarketservices.com.au.

You will need your Security Holder Reference Number ( SRN ) or Holder Identification Number ( HIN ) which is shown on the Proxy Form.

In person

Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138

If attending in person, bring these documents with you to the AGM.

Mail

OFX Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

The Company reserves the right to declare invalid any direct vote, proxy appointment or appointment of corporate representative not received in this manner.

10 Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited

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Explanatory Memorandum

This Explanatory Memorandum forms part of the Notice of Meeting and is intended to provide shareholders of the Company with information to assess the merits of the proposed resolutions. The Directors recommend that shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Item 1: Financial Statements and Reports of the Directors and Auditors

In accordance with the Corporations Act 2001 (Cth), the Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 31 March 2024 (together the Reports) will be put before the Annual General Meeting (AGM).

These Reports are in the Company’s 2024 Annual Report and can be accessed on the Company’s website at www.ofx.com/en-au/investors/reportspresentations.

This item does not require a formal resolution and accordingly, no vote will be held on this item.

Following consideration of the Reports, the Chair will give shareholders a reasonable opportunity to ask questions about or comment on the management of the Company.

The Chair will also give shareholders a reasonable opportunity to ask the Auditor questions relevant to:

The Chair will also give the Auditor a reasonable opportunity to answer questions submitted by shareholders prior to the AGM that are relevant to the content of the Independent External Auditor’s Report or the conduct of the audit.

The questions must be submitted in accordance with the directions in the Shareholder Question Form by 5:00pm (AEST) on Thursday 25 July 2024.

A list of relevant written questions submitted by shareholders will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the AGM.

Printed copies of the Annual Report have only been mailed to those shareholders who have elected to receive a printed copy.

We encourage all shareholders to reconsider the receipt of printed materials and encourage you to change your election to receive these electronically. Please update your preference regarding communications at www.linkmarketservices.com.au.

the conduct of the audit;
the preparation and content of the Independent External Auditor’s Report;
the accounting policies adopted by the Company in relation to the preparation of the financial statements; and
the independence of the Auditor in relation to the conduct of the audit.

Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited 11

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Explanatory Memorandum

Item 2. Re-election of Ms Cathy Kovacs

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Ms Cathy Kovacs was appointed as a Director of the Company on 22 February 2021 and was last re-elected as a Director of the Company at the Company’s 2021 AGM. Ms Kovacs will retire under Article 47(a) of the Company’s Constitution and, being eligible under Article 47(c) of the Company’s Constitution, offers herself for reelection as a Director of the Company.

In accordance with Article 47(a) of the Company’s Constitution, a Director of the Company must retire from office no later than the longer of the third annual general meeting of the Company or three years following that Director’s last election or appointment.

In accordance with ASX Listing Rule 14.4, a Director of an entity must not hold office (without re-election) past the third AGM following the Director’s appointment or three years, whichever is longer.

Cathy Kovacs

BComm and MappFin, GAICD

Member of the Audit, Risk and Compliance Committee; Member of the Nomination Committee.

Cathy is an experienced company director operating in the financial services and education sectors. Her executive career was spent in the financial services sector, where she held senior leadership positions at Westpac Banking Group, Ellerston Capital, Macquarie Group and Bankers Trust. Her executive experience covers equity markets, wealth management, retail and institutional banking and corporate development She has deep expertise in fintech strategy and M&A, having advised companies both large and small, on strategic investments, strategic partnership, and fintech innovation and disruption.

Current directorships (Listed companies): Director: Hub24 Limited

Director: Magellan Financial Group Limited

Previous directorships (Listed companies):	Nil
Interest in shares:	73,000 ordinary shares

Board recommendation

The Board (other than Ms Kovacs) has determined (after reference to, amongst other things, the Company’s Board Skills Matrix and the current and future needs of the Company) that Ms Kovacs has the skills, attributes and experience required by the Company for it to effectively execute its strategy.

The Board has determined that Ms Kovacs, if re-elected, will be an Independent Non-Executive Director.

The Board (with Ms Kovacs abstaining) unanimously recommends that shareholders vote in favour of the re-election of Ms Kovacs as a Director.

The Chairman of the AGM intends to vote all available and undirected proxies in favour of this resolution.

12 Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited

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Explanatory Memorandum

Item 3. Re-election of Mr Robert Bazzani

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Mr Robert Bazzani was appointed by the Board as a Director of the Company on 1 February 2024 pursuant to Article 46(b) of the Company’s Constitution. Mr Bazzani will retire under Article 47(d) of the Company’s Constitution and, being eligible under Article 47(c) of the Company’s Constitution, offers himself for re-election as a Director of the Company.

In accordance with Article 47(b) of the Company’s Constitution, the Board may appoint any person as a Director of the Company. In accordance with Article 47(d) of the Company’s Constitution, a Director appointed by the Board must retire at the next annual general meeting occurring after that appointment and is eligible for re-election at that meeting.

In accordance with ASX Listing Rule 14.4, a Director of an entity appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next AGM.

Robert Bazzani

BSc, LLB, MBA

Chair of the Audit, Risk and Compliance Committee; Member of the Nomination Committee.

Mr Bazzani is an experienced non-executive director and business leader, with over 30 years’ experience in corporate finance and corporate advisory. Mr Bazzani’s prior professional experience includes 21 years with global consulting firm KPMG in multiple senior roles.

Current directorships (Listed companies):

Chair: Mach7 Technologies Limited Director: Keypath Education International Inc

Previous directorships (Listed companies): Director: Class Limited (2020-2022) Interest in shares: Nil

Board recommendation

The Board (other than Mr Bazzani) has determined (after reference to, amongst other things, the Company’s Board Skills Matrix and the current and future needs of the Company) that Mr Bazzani has the skills, attributes and experience required by the Company for it to effectively execute its strategy.

The Board has determined that Mr Bazzani, if re-elected, will be an Independent Non-Executive Director.

The Board (with Mr Bazzani abstaining) unanimously recommends that shareholders vote in favour of the re-election of Mr Bazzani as a Director.

The Chairman of the AGM intends to vote all available and undirected proxies in favour of this resolution.

Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited 13

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Explanatory Memorandum

Item 4. Re-election of Ms Jacqueline Hey

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Ms Jacqueline Hey was appointed by the Board as a Director of the Company on 1 May 2024 pursuant to Article 46(b) of the Company’s Constitution. Ms Hey will retire under Article 47(d) of the Company’s Constitution and, being eligible under Article 47(c) of the Company’s Constitution, offers herself for re-election as a Director of the Company.

In accordance with ASX Listing Rule 14.4, a Director of an entity appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next AGM.

Jacqueline Hey

BCom, GradCertMgmt, GAICD

Chair of the People, Culture and Remuneration Committee; Chair of the Nomination Committee.

Ms Hey is an experienced non-executive director and international business leader, with extensive experience in the telecommunications, financial services, media and technology sectors. Ms Hey’s prior professional experience includes over 20 years with IT and telecommunications company Ericsson in multiple senior positions globally and in Australia.

Current directorships (Listed companies):

Previous directorships (Listed companies):

Nil

Chair: Bendigo and Adelaide Bank Limited (2019-2023, Director 2011-2019) Director: Qantas Airways Limited (2013-2024) Director: AGL Energy Limited (2016-2022)

Interest in shares: 17,327

Board recommendation

The Board (other than Ms Hey) has determined (after reference to, amongst other things, the Company’s Board Skills Matrix and the current and future needs of the Company) that Ms Hey has the skills, attributes and experience required by the Company for it to effectively execute its strategy.

The Board has determined that Ms Hey, if re-elected, will be an Independent Non-Executive Director.

The Board (with Ms Hey abstaining) unanimously recommends that shareholders vote in favour of the re-election of Ms Hey as a Director.

The Chairman of the AGM intends to vote all available and undirected proxies in favour of this resolution.

14 Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited

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Explanatory Memorandum

Item 6. Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY24 ShortTerm Incentives

Item 5. Remuneration Report

In accordance with section 250R(2) of the Corporations Act 2001 (Cth), the Board is presenting the Company’s Remuneration Report to shareholders for consideration and adoption by a non-binding vote.

The Remuneration Report was published on 21 May 2024 in the Company’s 2024 Annual Report and has also been available on the Company’s website since that date, www.ofx.com/ en-au/investors/reports-presentations

The Company is seeking approval under ASX Listing Rule 10.14 for the grant of performance rights to Mr Malcolm pursuant to Mr Malcolm’s achievement under the Company’s Short-Term Incentive ( STI ) Plan for the 2024 financial year. These performance rights will be issued under the Global Equity Plan.

The Remuneration Report:

explains the Board’s policies in relation to the objectives and structure of the Company’s remuneration schemes;

Why approval is required

ASX Listing Rule 10.14 requires a listed entity to obtain shareholder approval for the acquisition of securities under an employee incentive scheme by specified persons, including a Director of the Company.

discusses the relationship between the remuneration outcomes and the returns to shareholders;
provides details of performance conditions, why they were chosen and how performance is measured against them;

If shareholder approval is obtained under Listing Rule 10.14, 174,113 performance rights (i.e. the maximum amount that could vest) may be issued to Mr Malcolm under the Global Equity Plan. Approval of this resolution will also result in the grant of these performance rights falling within exception 14 in ASX Listing Rule 7.2. If approval is given, these performance rights will not count towards the Company’s capacity to issue equity securities under ASX Listing Rule 7.1.

describes the governance framework of the Company’s remuneration arrangements; and
sets out the remuneration arrangements for each of the Key Management Personnel ( KMP ).

Under the Corporations Act 2001 (Cth), the vote on this Resolution is advisory only and does not bind the Board or the Company. However, the Board will take the outcome of the vote into account when considering future remuneration for KMP.

This proposal for the grant of performance rights is consistent with the Company’s remuneration framework and Mr Malcolm’s remuneration structure since his appointment as CEO and Managing Director and as previously disclosed to shareholders.

A voting exclusion applies to this resolution, as set out in the Notice of Meeting.

In the interests of corporate governance, the Directors abstain from making a recommendation in relation to this resolution.

If shareholder approval is not provided, the Directors will exercise their discretion pursuant to the terms of the Global Equity Plan which, subject to the vesting conditions described below, may

The Chair of the AGM intends to vote all available and undirected proxies in favour of this resolution.

Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited 15

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Explanatory Memorandum

include the Company acquiring shares on-market to be transferred to Mr Malcolm at the end of the one and two year vesting periods (as permitted by the Exception to Listing Rule 10.14 in Listing Rule 10.16(a)) and/or the payment of cash.

FY24 STI grant

The Company’s STI plan for FY24 was the same as for FY23. From FY19 the STI Plan features a Company multiplication factor, driven by Company performance metrics to be reviewed and reset annually with Threshold/Target/Stretch levels for each metric (Company Performance Metrics).

Current remuneration framework

Mr Malcolm is a Director of the Company and, therefore, any acquisition by Mr Malcolm of securities under an employee incentive scheme is covered by Listing Rule 10.14.1.

FY24 Company Performance Metrics were set at:

Underlying NOI (30%);
Underlying EBT (30%);

Mr Malcolm’s remuneration consists of:

Strategic Investments (20%); and
Fixed remuneration for FY24: $744,372 inclusive of statutory superannuation;
ESG (20%).

All employees, including Mr Malcolm, also have individual performance measures to be equally weighted.

Short-Term Incentives: Target is 115% of total fixed remuneration – 50% of which is cash and 50% of which is deferred remuneration. The deferred remuneration is delivered in performance rights 50% of which vest after 1 year and 50% of which vest after 2 years. For FY24 short term incentives, Mr Malcolm will be granted 174,113 performance rights. The grant of these performance rights was subject to achievement of performance conditions by both the Company and Mr Malcolm personally. The performance rights to be granted to Mr Malcolm for FY24 short-term incentives, including the key terms and issue price of these performance rights are described under the heading ‘Proposed FY24 STI grant to Mr Malcolm’ below and on page [19]; and

For certain employees, including Mr Malcolm, there is a component of the total STI award that is deferred. The purpose of the STI deferral and grant of performance rights is to drive further alignment between employee and shareholder interests, and to provide a clear focus on long-term sustainable growth.

Deferred STI is granted in the form of performance rights issued under the Global Equity Plan.

Proposed FY24 STI Grant to Mr Malcolm

For the 2024 financial year Mr Malcolm’s STI target was 115% of his TFR and his STI achievement, as assessed by the Board was 82%. This was calculated based on a 82% funding from the Company Performance Metrics and an individual performance of “Meets Expectations” measured against his individual KPIs.

Long-Term Incentives: Target is 115% of total fixed remuneration all of which is deferred remuneration and delivered in performance rights which vest after 3 years subject to achieving performance metrics. For FY25 long term incentives, Mr Malcolm will be granted 658,954 performance rights. The performance rights to be granted to Mr Malcolm for FY25 long-term incentives, including the key terms and issue price of these performance rights are described in Item 7 below under the heading ‘Proposed FY25 LTI Grant to Mr Malcolm’ on page [19].

Mr Malcolm’s STI payment is settled 50% cash and the remaining 50%, subject to shareholder approval, deferred equity to be delivered in performance rights with 50% vesting one year after issue and the other 50% vesting two years after issue.

16 Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited

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Explanatory Memorandum

Mr Malcolm’s STI equity grant for FY24 is $350,971 equating to a maximum of 174,113 performance rights, each with a value of $2.01577 determined by the Company using the method described under Issue Price in the table below.

Details of the STI equity grant for FY24:

Number of	Maximum of 174,113 performance rights determined by dividing the dollar value of Mr Malcolm’s
Performance Rights	deferred equity grant by the fair value of a performance right.
	The performance rights will be issued using the volume weighted average price of the
Issue Price	ordinary shares of the Company during the ten trading days from 21 May 2024 to 3 June 2024,
	being $2.015771.
Value	The value the Company attributes to each performance right is $2.01577 being the Issue Price.
Consideration	The performance rights will be issued for nil consideration. There is no loan repayable by Mr Malcolm in respect of these performance rights.
	If shareholder approval is obtained, the performance rights are expected to be issued to
Date of issue	Mr Malcolm as soon as practicable after the AGM and, in any event, no later than 12 months after the AGM.
	If approved, performance rights will be issued using an efective grant date of 2 August 2024.
	The performance rights will vest for nil consideration on 15 June 2025 and 15 June 2026, at
	which time one performance right will convert to one fully paid ordinary share. In accordance
Vesting	with the terms of the Global Equity Plan, the performance rights will not confer any legal or equitable interest in shares represented by the performance rights until the vesting date.
	The Board may determine that a vested performance right will be satisfed by the Company
	making a cash payment to Mr Malcolm in lieu of allocating shares.
Trading restrictions	The shares granted to Mr Malcolm upon vesting of the performance rights will not be subject to a holding lock.
Dividends	Mr Malcolm has no right to receive dividends or distributions in respect of unvested performance rights.
	The Board has discretion to determine that the Performance Rights will lapse or be deemed
Adjusted Events	forfeited, the Vesting Conditions or Vesting Dates are varied or that Mr Malcolm will be required to transfer shares acquired upon vesting in the circumstances set out in the ‘Other
	considerations’ section below.
	Details of the shares issued to Mr Malcolm under the STI Plan will be published in the Company’s
	annual report for FY24, along with a statement that approval for the issue of those shares was
	obtained under ASX Listing Rule 10.14.
Additional information	Mr Malcolm is the only Director currently entitled to participate in the STI Plan. If any additional
	person(s) covered by ASX Listing Rule 10.14 who are not named in the Notice of Meeting become
	entitled to participate in the STI Plan after this resolution 5 is approved at the AGM, and who
	were not named in the Notice of Meeting, they will not participate until shareholder approval is
	obtained under that rule.

VWAP is rounded to 5 decimal places.

Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited 17

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Explanatory Memorandum

If Mr Malcolm ceases to be an employee all vested and unvested performance rights will be retained by him unless the Board exercises its discretion to determine that those performance rights will lapse or be forfeited.

Issues of securities under the OFX Global Equity Plan

Since the Global Equity Plan was first approved by shareholders at the 2018 AGM a total of 1,071,076 performance rights have been issued to Mr Malcolm under the Global Equity Plan pursuant to the STI Plan for nil consideration.

Where in the opinion of the Board, Mr Malcolm acts fraudulently or dishonestly, or is in material breach of his obligations to OFX and/or its subsidiaries, any unvested Plan Interests, vested but unexercised Options or Rights and/or any Restricted Shares will lapse or are deemed forfeited (as applicable) immediately, unless the Board determines otherwise.

In addition, Mr Malcolm was issued:

80,398 ordinary shares under the Global Equity Plan as a retention grant for nil consideration in accordance with the approval granted at the 2020 AGM; and
1,701,881 performance rights under the Global Equity Plan for nil consideration in respect of LTI in accordance with the approvals granted at the 2023, 2022 and 2021 AGMs.

The Board has discretion to determine that one or more of the following will apply with respect to Mr Malcolm’s grant:

some or all of the performance rights will lapse or deemed forfeited;

It is also proposed that Mr Malcolm will be issued 658,954 performance rights under the Global Equity Plan in respect of FY25 LTI on the terms set out in Item 7 below.

the Vesting Conditions will be varied;
the Performance Period will be varied; or
Mr Malcolm will be required to transfer some or all of the shares acquired by him (or some or all of the cash if the performance rights are settled in cash) upon vesting of the performance rights for no consideration, or pay an amount equal to the market value of those shares on the date of acquisition or disposal,

No other securities have been issued to Directors or their associates under the Global Equity Plan since it was approved at the 2018 AGM.

The Company’s Non-Executive Directors receive fixed fees and are not eligible to participate in any incentive scheme. As Managing Director and Chief Executive Officer, Mr Malcolm is the only Director entitled to participate in the Global Equity Plan.

as the Board deems necessary to:

protect the financial soundness of the Company;

Other considerations

The Board’s view is that this award is appropriate to reflect the Company’s performance in FY24 under Mr Malcolm’s guidance. The grant of performance rights will encourage a focus on the future success of the business and is aligned with the long-term interests of shareholders.

respond to material examples of his misconduct, risk events or failure to take accountability;
reflect financial or non-financial risk-taking behaviour or non-compliance with legislation or the Company’s Risk Management Framework; or

Performance rights do not provide Mr Malcolm with the full benefit of share ownership (such as dividend and voting rights) unless the performance rights vest.

respond to significant unexpected or unintended consequences that were not foreseen on the date of the grant or any Vesting Date.

18 Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited

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Explanatory Memorandum

If there is a Control Event, the Board may in its discretion convert all or any of the Rights to Shares or permit the exercise of some or all Rights or Options, whether or not Vesting Conditions have been satisfied. Further, the Board may remove any Disposal Restrictions, whether or not all requirements have been satisfied.

Why approval is required

If shareholder approval is obtained under Listing Rule 10.14, up to 658,954 performance rights (i.e. the maximum amount that could vest) may be issued to Mr Malcolm under the Global Equity Plan. Approval of this resolution will also result in the grant of these performance rights falling within exception 14 in ASX Listing Rule 7.2. If approval is given, these performance rights will not count towards the Company’s capacity to issue equity securities under ASX Listing Rule 7.1.

Board recommendation

The Board (other than Mr Malcolm) considers that the proposed issue of performance rights under the Global Equity Plan to Mr Malcolm in respect of FY24 STI is appropriate and is in the best interests of the Company and its shareholders, as the issue of performance rights strengthens the alignment of Mr Malcolm’s interests with shareholders, and the performance rights provide a strong link between the reward for Mr Malcolm’s performance and Company performance.

If shareholder approval is not provided, the Directors may exercise their discretion pursuant to the terms of the Global Equity Plan which, subject to the vesting conditions described below, may include the Company acquiring shares on-market to be transferred to Mr Malcolm at the end of the three year vesting period (as permitted by the Exception to Listing Rule 10.14 in Listing Rule 10.16(a)) and/or the payment of cash.

Mr Malcolm makes no recommendation on how to vote on Item 6 in light of his direct interest in Item 6.

A voting exclusion applies to this resolution and is set out in the Notice of Meeting.

The Board (Mr Malcolm abstaining) recommends that shareholders vote in favour of this resolution.

The Chair of the AGM intends to vote all available and undirected proxies in favour of this resolution.

Current remuneration framework

Mr Malcolm is a Director of the Company and, therefore, any acquisition by Mr Malcolm of securities under an employee incentive scheme is covered by Listing Rule 10.14.1.

Item 7. Issue of Performance

Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY25 LongTerm Incentives

Mr Malcolm’s current remuneration is described in Item 6 above under the heading ‘Current Remuneration Framework’.

The Company is seeking shareholder approval under ASX Listing Rule 10.14 of the Corporations Act 2001 (Cth) for the proposed issue of performance rights to Mr Malcolm under the Global Equity Plan in respect of Mr Malcolm’s FY25 Long-Term Incentive ( FY25 LTI ).

Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited 19

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Explanatory Memorandum

Proposed FY25 LTI grant to Mr Malcolm

FY25 LTI is to be granted in the form of performance rights issued under the Global Equity Plan.

For FY25, Mr Malcolm’s LTI grant value is $885,533, equating to a maximum of 658,954 performance rights, each with a value of $2.01577 by the Company using the method described under Issue Price in the table below.

Details of the LTI equity grant for FY24:

FY25 LTI grant value	$885,533 being 115% of Mr Malcolm’s Total Fixed Remuneration as at 1 June 2024 of $770,029.
Number of Performance Rights	Maximum of 658,954 performance rights determined by dividing the dollar value of Mr Malcolm’s LTI Grant value by the Issue Price and multiplying this number by 150% (being the stretch target for the performance rights).
	The performance rights will be issued using the fair market value of the performance rights
Issue Price	calculated as the volume weighted average price of the ordinary shares of the Company during the ten trading days following 21 May 2024 (being the date on which the FY24 results were
	announced), being $2.015772.
Value	The value the Company attributes to each performance right is $2.01577 being the Issue Price.
Consideration	The performance rights will be issued for nil consideration. There is no loan repayable by Mr Malcolm in respect of these performance rights.
	If shareholder approval is obtained, the performance rights are expected to be issued to
Date of issue	Mr Malcolm as soon as practicable after the AGM and, in any event, no later than 12 months after the AGM.
	If approved, performance rights will be issued using an efective grant date of 15 June 2024.
	The performance rights will vest for nil consideration when the Board determines that the vesting conditions have been satisfed, at which time one performance right will convert to one
	fully paid ordinary share. This is expected to be on/around 15 June 2027. In accordance with the
Vesting	terms of the Global Equity Plan, the performance rights will not confer any legal or equitable
	interest in shares represented by the performance rights until the vesting date.
	The Board may determine that a vested performance right will be satisfed by the Company
	making a cash payment to Mr Malcolm in lieu of allocating shares.

VWAP is rounded to 5 decimal places.

20 Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited

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Explanatory Memorandum

Vesting Conditions	Tranche Threshold (25%) Target (100%) Stretch (150%) Tranche A (EPS): 50% of FY25 LTI grant Compound Annual Growth Rate (CAGR) of Normalised Earnings Per Share (Normalised EPS) over a performance period of three fnancial years commencing 1 April 2024. 5% 8% 15% Tranche B (aTSR): 50% of FY25 LTI grant CAGR of Absolute Total Shareholder Return (aTSR) over a performance period of three fnancial years commencing 1 April 2024. 5% 10% 15% Vesting Schedule 17% 67% 100% Continuous active employment until the vesting date. The Board being satisfed that no circumstance giving rise to a right to claw back has arisen.
Vesting schedule	Each of Tranche A and Tranche B will vest in accordance with the following vesting schedule: Performance measure % of performance rights in the relevant tranche that vest Below threshold Nil Threshold 17% Between threshold and target 17% – 67% on a straight line sliding scale Target 67% Between target and stretch 67% – 100% on a straight line sliding scale Stretch and above 100%
Trading restrictions	The shares granted to Mr Malcolm upon vesting of the performance rights will not be subject to a holding lock.
Dividends	Mr Malcolm has no right to receive dividends or distributions in respect of unvested performance rights.
Adjusted Events	The Board has discretion to determine that the Performance Rights will lapse or be deemed forfeited, the Vesting Conditions or Vesting Dates are varied or that Mr Malcolm will be required to transfer shares acquired upon vesting in the circumstances set out in the ‘Other considerations’ section below.
Additional information	Details of the shares issued to Mr Malcolm under the FY25 LTI grant will be published in the Company’s annual report for FY28, along with a statement that approval for the issue of those shares was obtained under ASX Listing Rule 10.14. Mr Malcolm is the only Director currently entitled to participate in the LTI Plan. If any additional person(s) covered by ASX Listing Rule 10.14 who are not named in the Notice of Meeting become entitled to participate in the LTI Plan after this resolution 7 is approved at the AGM, and who were not named in the Notice of Meeting, they will not participate until shareholder approval is obtained under that rule.

Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited 21

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Explanatory Memorandum

Restricted Shares will lapse or are deemed forfeited (as applicable) immediately, unless the Board determines otherwise.

Issues of securities under the Global Equity Plan

Since the Global Equity Plan was first approved by shareholders at the 2018 AGM the only securities issued to Directors or their associates under the Global Equity Plan are the performance rights and ordinary shares described in Item 6 above. It is proposed that Mr Malcolm will also be issued 174,113 performance rights under the Global Equity Plan in respect of FY24 STI on the terms set out in Item 6 above.

The Board has discretion to determine that one or more of the following will apply with respect to Mr Malcolm’s grant:

some or all of the performance rights will lapse or deemed forfeited;
the Vesting Conditions will be varied;
the Performance Period will be varied; or

No other securities have been issued to Directors or their associates under the Global Equity Plan.

Mr Malcolm will be required to transfer some or all of the shares acquired by him (or some or all of the cash if the performance rights are settled in cash) upon vesting of the performance rights for no consideration, or pay an amount equal to the market value of those shares on the date of acquisition or disposal,

as the Board deems necessary to:

Other considerations

protect the financial soundness of the Company;

The Directors (excluding Mr Malcolm) have considered whether it is appropriate to proceed with seeking approval and making the proposed FY25 LTI grant to Mr Malcolm pursuant to the Global Equity Plan.

respond to material examples of his misconduct,
risk events or failure to take accountability;
reflect financial or non-financial risk-taking behaviour or non-compliance with legislation or the Company’s Risk Management Framework; or

The grant of performance rights will encourage a focus on the future success of the business and is aligned with the long-term interests of shareholders. Performance rights do not provide Mr Malcolm with the full benefit of share ownership (such as dividend and voting rights) unless the performance rights vest.

respond to significant unexpected or unintended consequences that were not foreseen on the date of the grant or any Vesting Date.

22 Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited

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Explanatory Memorandum

Board recommendation

The Board (other than Mr Malcolm) considers that the proposed issue of performance rights under the Global Equity Plan to Mr Malcolm in respect of FY25 LTI grant is appropriate and is in the best interests of the Company and its shareholders, as the issue of performance rights strengthens the alignment of Mr Malcolm’s interests with shareholders, and the performance rights provide a strong link between the reward for Mr Malcolm’s performance and Company performance.

Mr Malcolm makes no recommendation on how to vote on Item 7 in light of his direct interest in Item 7.

A voting exclusion applies to this resolution and is set out in the Notice of Meeting.

The Board (with Mr Malcolm abstaining) recommends that shareholders vote in favour of this resolution.

The Chair of the AGM intends to vote all available and undirected proxies in favour of this resolution.

Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited 23

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Contact Information

Head Office	OFX Group Limited (ABN 12 165 602 273)
	Level 19
	60 Margaret Street
	Sydney NSW 2000 Australia
	Ph: +61 2 8667 8000
	Fax: +61 2 8667 8080
	Email: [email protected]
Company Secretary	Adrian Wong
	Rebecca Blair
Shareholder information	www.ofx.com/en-au/investors/
Share Register	Link Market Services Limited
	Level 12, 680 George Street
	Sydney NSW 2000 Australia
	Ph: 1300 554 474
	Fax: +61 2 9287 0303
Annual report	To request a copy of the Annual Report, please call Link Market Services
	or email:
	[email protected]
	Electronic versions of OFX’s Annual Report are available at
	www.ofx.com/en-au/investors/reports-presentations/
Australian Securities Exchange Listing	OFX

24 Notice of Meeting 2024 | ABN 12 165 602 273 | OFX Group Limited

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OFX Group Limited ABN 12 165 602 273

LODGE YOUR VOTE/PROXY

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ABN 12 165 602 273

ONLINE  https://investorcentre.linkgroup.com

BY MOBILE DEVICE

https://investorcentre.linkgroup.com or by scanning the QR code overleaf

BY MAIL 

OFX Group Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

 ALL ENQUIRIES TO

Telephone: 1300 554 474 Overseas: +61 1300 554 474

X99999999999 X99999999999 VOTING/PROXY FORM I/We being a member(s) of OFX Group Limited and entitled to attend and vote hereby appoint: A VOTE DIRECTLY OR B APPOINT A PROXY OR if you are NOT appointing the Chair of Name the Chair of the elect to lodge my/our the Meeting as your proxy, please write the Meeting (mark vote(s) directly (mark box) box) name and email of the person or body Email corporate you are appointing as your proxy in relation to the Annual General or failing the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as  Meeting of the Company to be held at my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions 2:00pm (AEST) on Thursday, 1 have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm (AEST) on Thursday, 1 August 2024 (the Meeting ) and at any postponement or August 2024, and at any adjournment adjournment of the Meeting. or postponement of the Meeting. The Meeting will be conducted as hybrid meeting. You can participate by attending Level 20, 60 Margaret Street, Note: If you mark Box A above and do not Sydney NSW 2000 or by logging in online at https://www.ofx.com/en-au/investors/agm/ (refer to details in the OFX mark a voting box in Step 2 for all of the Online AGM Guide). items, or if you complete both Box A and Important for Resolutions 5, 6, & 7: If the Chairman of the Meeting is your proxy, either by appointment or by default, and Box B in Step 1, you will be deemed to you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the have appointed the Chair of the Meeting proxy in respect of Resolutions 5, 6, & 7, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). as your proxy. The Chair of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Direct Votes and Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 2 Re-election of Ms Cathy Kovacs 6 Issue of Performance Rights to

For Against Abstain * For Against Abstain * 2 Re-election of Ms Cathy Kovacs 6 Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited 3 Re-election of Mr Robert Bazzani Global Equity Plan in respect of FY24 Short Term Incentives 4 Re-election of Ms Jacqueline Hey 7 Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY25 5 Remuneration Report Long Term Incentives

 * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll. Do not mark the Abstain box if you ticked the box under A Vote Directly to indicate that you wish to vote directly.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the Company’s constitution and the Corporations Act 2001 (Cth).

OFX PRX2401N

HOW TO COMPLETE THIS SHAREHOLDER VOTING/PROXY FORM

this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 (Cth)) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

VOTING UNDER BOX A – VOTE DIRECTLY

If you ticked the box under Box A you are indicating that you wish to vote directly. Please only mark either “for” or “against” for each item. Do not mark the “abstain” box. If you mark the “abstain” box for an item, your vote for that item will be invalid.

LODGEMENT OF A VOTING/PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (AEST) on Tuesday, 30 July 2024, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

If no direction is given on all of the items, or if you complete both Box A and Box B, your vote may be passed to the Chair of the Meeting as your proxy. Custodians and nominees may, with the Share Registrar’s consent, identify on the Voting Form the total number of votes in each of the categories “for” and “against” and their votes will be valid.

Proxy Forms may be lodged using the reply paid envelope or:

If you have lodged a direct vote, and then you attend the Meeting and choose to vote, your vote at the Meeting will cancel your direct vote.

ONLINE  https://investorcentre.linkgroup.com

The Chair’s decision as to whether a direct vote is valid is conclusive.

Login to the Link website using the holding details as shown on VOTING UNDER BOX B – APPOINTMENT OF PROXY the Proxy Form. Select ‘Voting’ and follow the prompts to lodge If you wish to appoint the Chair of the Meeting as your proxy, mark the box your vote. To use the online lodgement facility, shareholders will in Step 1. If you wish to appoint someone other than the Chair of the Meeting need their “Holder Identifier” - Securityholder Reference Number as your proxy, please write the name and email address of that individual or (SRN) or Holder Identification Number (HIN). body corporate in Step 1. If you leave this section blank, the Chair of the Meeting will be your proxy. A proxy need not be a shareholder of the Company. BY MOBILE DEVICE QR Code If you are appointing a body corporate as your proxy, any individual who will Our voting website is designed specifically attend and vote at the AGM as the representative of that body corporate must for voting online. You can now lodge provide evidence of their appointment as corporate representative. your proxy by scanning the QR code adjacent or enter the voting link DEFAULT TO CHAIR OF THE MEETING https://investorcentre.linkgroup.com Any directed proxies that are not voted on a poll at the Meeting will default into your mobile device. Log in using the to the Chair of the Meeting, who is required to vote those proxies as directed. Holder Identifier and postcode for your Any undirected proxies that default to the Chair of the Meeting will be voted shareholding. according to the instructions set out in this Proxy Form. If the Chair of the Meeting is your proxy or becomes your proxy by default, and you do not provide To scan the code you will need a QR code reader application which voting directions, then by submitting this Voting/Proxy Form you are expressly can be downloaded for free on your mobile device. authorising the Chair of the Meeting to exercise your proxy on items that are connected directly or indirectly with the remuneration of KMP.  BY MAIL OFX Group Limited VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT C/- Link Market Services Limited You may direct your proxy how to vote by placing a mark in one of the boxes Locked Bag A14 opposite each item. All your shares will be voted in accordance with such a Sydney South NSW 1235 direction unless you indicate only a portion of voting rights are to be voted Australia on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the item, your proxy may vote as he or she chooses subject to any voting  BY HAND delivering it to Link Market Services Limited restrictions that apply to the proxy. If you mark more than one box on an item your vote on that item will be invalid. Parramatta Square Level 22, Tower 6 APPOINTMENT OF A SECOND PROXY* 10 Darcy Street You are entitled to appoint up to two persons as proxies to attend the Meeting Parramatta NSW 2150 and vote on a poll. If you wish to appoint a second proxy, an additional Voting/ Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together. * During business hours (Monday to Friday, 9:00am–5:00pm)

To appoint a second proxy you must:

(a) on each of the first Voting/Proxy Form and the second Voting/Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.

PROXY VOTING BY KMP

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate “Certificate of Appointment of Corporate Representative” must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

The KMP of the Company (which includes each of the Directors) and their closely related parties will not be able to vote as your proxy on Resolutions 5, 6 and 7 unless you direct them how to vote or the Chair of the Meeting is your proxy. If you intend to appoint a member of the KMP or one of their closely related parties as your proxy, you can direct them how to vote by following the instructions in this Voting/Proxy Form.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the shareholder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the Share registry. If you have not previously lodged

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Online AGM Guide

Annual General Meeting Thursday 1 August 2024 – 2:00pm

OFX Group Limited ABN 12 164 602 273

OFX is hosting its 2024 Annual General Meeting in hybrid format

You are invited to attend virtually via Zoom and below details the step-by-step instructions to register and join.

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Step 1: Register to attend the AGM

https://ofx.zoom.us/webinar/register/ WN_75ZFqG5wRJOz9GYQS711WQ

Anyone can join OFX’s Annual General Meeting (AGM) however only shareholders and proxyholders are able to vote or ask questions.

If you are a Security Holder Reference Number (SRN), Holder Identification Number (HIN) or a proxyholder, please ensure that you enter your shareholder number or proxy code (provided by Link Market Services) on the registration page. If you do not, you will not be able to ask questions or vote during the AGM.

After registering, you will receive an email with details of how to join the AGM, including your own unique joining link. If you do not receive an email, please complete the registration form again.

Contact [email protected] for support.

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Step 2: Download and install the Zoom App

If you already have Zoom installed on your device, you can skip this step.

Visit https://zoom.us/download on any device.

Search Zoom Client Meetings in:

Any browser.
iOS App Store.
Google Play Store.

If you are unable to install Zoom App on your device, you can join the AGM by telephone by dialing in the meeting using the dial-in details listed in your registration email. If you join by telephone, you will not be able to vote during the AGM.

Step 3: Access your invitation email

Following registration, you will receive an invitation email with all the details you need to join OFX’s AGM on 1 August 2024 at 2:00pm AEST, including:

your own unique link to join the webinar; and
call numbers for telephone, if required.

What to do if you don’t receive your invitation email

If you don’t receive your invitation email, please complete the registration process again.

Contact [email protected] for support.

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Step 4: Test your Zoom App prior to the AGM

The AGM is scheduled to commence at 2:00pm on 1 August 2024. You can test your Zoom App by clicking on the link in your invitation email or by launching Zoom directly on your device.

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For technical issues, please visit the Zoom Help Centre: support.zoom.com.

If you are unable to resolve your issue via the Zoom Help Centre, please email [email protected] and provide details of the issue so that we can assist.

Step 5: Join the AGM on Thursday 1 August 2024 prior to 2:00pm

Join the AGM by clicking on the your unique joining link in your invitation email.

You will receive a reminder email with details of the AGM, including how to join, one day before the AGM.

We recommend you join the AGM at least 10 minutes before the commencement, to ensure you can connect and to resolve any potential technical issues.

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Location Date and time
Sydney (Australia) Thursday 1 August 2024 at 2:00pm
Auckland (New Zealand) Thursday 1 August 2024 at 4:00pm
Hong Kong Thursday 1 August 2024 at noon
London (England) Thursday 1 August 2024 at 5:00am
Toronto (Canada) Thursday 1 August 2024 at midnight
Edmonton (Canada) Wednesday 31 July 2024 at 10:00pm
San Francisco (USA) Wednesday 31 July 2024 at 9:00pm
Singapore Thursday 1 August 2024 at noon
Dublin (Ireland) Thursday 1 August 2024 at 5:00am
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Support for connectivity will not be provided after the commencement of the AGM. If you are unable to join via Zoom, please refer to your invitation email which has dial-in numbers to enable you to join by telephone.

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What to do if you have problems joining the AGM

Try restarting your Zoom App.
Revisit your invitation email and ensure you are selecting the correct link to join.
Try another device such as your smartphone. Zoom works on both iPhone and Android devices:
Apple – visit the App Store.
Android – visit the Google Play Store.
Dial into the AGM by phone on the global phone numbers provided in your invitation email.
Contact OFX at [email protected].

For urgent issues on the day of the AGM, call +61 2 8667 9160. Only limited support can be provided once the AGM commences.

Asking questions during the Annual General Meeting

Shareholders or proxyholders who have provided their SRN, HIN number or proxy code when registering can ask questions during the AGM. Questions from attendees who have not provided their shareholder or proxy details will not be answered.

You can submit a question to the management/board online by typing it in the Q&A box at any time during the AGM, or you can ask a question verbally during the AGM.

Not all questions are guaranteed to be answered during the AGM, but we will do our best to address your concerns.

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Step 1: Select the Q&A button in the menu bar

Navigate to the lowest section of your Zoom window and the bottom menu bar will appear.

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Click on the Q&A button, shown to the right by the orange circle.

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Step 2: Complete the question card

Enter your full name, your shareholder number/proxy code and either:

type your question into the space provided; or
indicate you will ask your question verbally.

As only shareholders and proxyholders can ask questions, your name and SRN, HIN number or proxy code must be validated before your question can be asked.

Asking your question verbally during the AGM

If you would like to ask your question verbally during the AGM, at the appropriate time, the moderator will indicate directly to you via the Queston and Answer box that you can ask your question and your microphone will be turned on enabling you to ask your question.

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If your question can not be heard, the moderator will ask you to type your question into the Question and Answer box and the moderator will ask the question on your behalf.

Voting during the Annual General Meeting

Shareholders or proxyholders who have not previously voted are able to cast their vote at any time between the start of voting and the closure of voting as announced by the Chair during the AGM.

Please ensure you have provided your SRN, HIN number or proxy code when registering your attendance otherwise your vote will not be valid. You will cast your vote on the voting card via the Zoom Poll.

If you have already voted using the Voting/Proxy Form prior to the AGM and vote again using the voting card during the AGM, your prior vote will not be valid.

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Step 1: Complete the voting card

During the AGM, the Chair will indicate that the voting is open and the voting card will be shown.

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The voting card can be repositioned on your screen.

There are 6 items to be voted on by shareholders at the AGM as set out in the

Notice of Meeting. In order to submit your voting card you must select one of the following options for each item:

For
Against
Abstain

Please use the scroll bar on the right-hand side of the voting card to view and respond to all items on the voting card.

Step 2: Submit your vote

After completing all items in the vote, please click the Submit button at the bottom of the voting card.

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AI assistant

OFX GROUP LIMITED — AGM Information 2024

65487_rns_2024-06-25_bd1a486c-023e-4db8-a2d1-578f7b8b7311.pdf

OFX GROUP LIMITED

ANNUAL GENERAL MEETING AND NOMINATION OF DIRECTORS

Authorised for release to the ASX by the Company Secretary, Adrian Wong

For all enquiries:

About OFX Group (ASX: OFX)

Notice of Meeting 2024

Contents

2 Chair’s letter

24 Contact Information

Chair’s letter

Fellow Shareholders,

Hybrid Meeting

Notice of Meeting

Questions

Annual Report

Voting

Notice of Meeting

Items of Business

Item 1. Financial statements and Reports of the Directors and Auditors

Item 2. Re-election of Ms Cathy Kovacs

Item 3. Re-election of Mr Robert Bazzani

Item 4. Re-election of Ms Jacqueline Hey

Notice of Meeting

Item 7. Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY25 Long Term Incentives

Item 5. Remuneration Report

Item 6. Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY24 Short Term Incentives

Voting Exclusion Statement

Item 5. Remuneration Report

(each a Restricted Person ).

Item 6. Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY24 ShortTerm Incentives

Voting Exclusion Statement

Item 7. Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY25 LongTerm Incentives

Notes

Discussion and shareholder questions

Webinar

Notes

Voting information

Entitlement to vote

Voting by poll

Direct voting

Direct voting prior to the AGM

Direct voting during the AGM

Online

In person

Notes

Appointing a Proxy

How to appoint a proxy

Notes

Appointing a corporate representative

Important note

How to submit a Voting/Proxy or evidence of appointment of corporate representative

Online

In person

Mail

Explanatory Memorandum

Item 1: Financial Statements and Reports of the Directors and Auditors

Explanatory Memorandum

Item 2. Re-election of Ms Cathy Kovacs

Cathy Kovacs

Board recommendation

Explanatory Memorandum

Item 3. Re-election of Mr Robert Bazzani

Robert Bazzani

Current directorships (Listed companies):

Board recommendation

Explanatory Memorandum

Item 4. Re-election of Ms Jacqueline Hey

Jacqueline Hey

Board recommendation

Explanatory Memorandum

Item 6. Issue of Performance Rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY24 ShortTerm Incentives

Item 5. Remuneration Report

Why approval is required

Explanatory Memorandum

FY24 STI grant

Current remuneration framework

Proposed FY24 STI Grant to Mr Malcolm

OFX GROUP LIMITED AGM Information 2024