OFX GROUP LIMITED - AGM Information 2025

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OFX Group Limited NOTICE OF ANNUAL GENERAL MEETING

11 July 2025

OFX Group Limited (“OFX” or “the Group”) (ASX: OFX) today releases its Notice of Meeting for the OFX 2025 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)

OFX is a leading money transfer and financial operations company providing clients with real-time financial control and visibility to do business anywhere in the world. With an innovative platform and 24/7 human support, OFX offers global business accounts, money transfers, payments, corporate cards with spend management and currency risk management solutions.

A trusted innovator for over 25 years, OFX has helped clients move and manage money in 50+ currencies to 180+ countries. Headquartered in Sydney, Australia, with ~700 employees and offices globally, including the United States, Canada, United Kingdom, Ireland, New Zealand, Singapore and Hong Kong. ASX-listed since 2013, ISO/IEC 27001:2022 certified, licensed in ~50 jurisdictions.

More information, including a downloadable Fact Sheet, is available at 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)

Notice of Meeting 2025

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OFX Group Limited ABN 12 165 602 273

3 Chair’s letter
4 Notice of Meeting

6 Voting Exclusion Statement

9 Notes
13 Explanatory Memorandum

27 Annexure A

31 Contact information

2 OFX Group Limited | ABN 12 165 602 273

Chair’s letter

Dear 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 Friday 15 August 2025 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.

Annual Report

I encourage you to review OFX’s Annual Report for the financial year ended 31 March 2025 which is available at www.ofx.com/en-au/investors/ reports-presentations.

Voting

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

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 MUFG Investor Centre au.investorcentre.mpms.mufg.com. 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 Wednesday 13 August 2025.

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 MUFG Investor Centre by 5:00pm (AEST) on Friday 8 August 2025.

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

Yours sincerely

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Patricia Cross AM Chair

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 MUFG Investor Centre au.investorcentre.mpms.mufg.com or calling 1300 554 474.

Notice of Meeting 2025 3

Notice of Meeting

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

Date: Friday 15 August 2025

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 an 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 the Company 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 2025. There is no vote on this item.

Item 2. Re-election of Ms Connie Carnabuci

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

“That Connie Carnabuci, 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 Carnabuci’s qualifications and experience and the recommendation of the Board in relation to her election are set out in the Explanatory Memorandum.

Item 3. Re-election of Mrs Patricia Cross

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

“That Patricia Cross, 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 Mrs Patricia Cross’ qualifications and experience and the recommendation of the Board in relation to her election are set out in the Explanatory Memorandum.

Item 4. 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 2025 be adopted.”

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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.

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

Item 5. Approval of OFX Group Limited Global Equity Plan

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

“That, for the purposes of Exception 13 of ASX Listing Rule 7.2, section 260C(4) of the Corporations Act 2001 (Cth), and for all other purposes, the OFX Group Limited Global Equity Plan and future issues of securities under that Plan, as described in the Explanatory Memorandum, be approved.”

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 FY25 Short Term Incentives

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, Managing Director and Chief Executive Officer, of 153,129 performance rights under the OFX Group Limited Global Equity Plan in respect of his FY25 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.

Item 7. Issue of performance rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY26 Long Term Incentives

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, Managing Director and Chief Executive Officer, of 1,736,221 performance rights under the OFX Group Limited Global Equity Plan in respect of FY26 Long 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.

Notice of Meeting 2025 5

Voting Exclusion Statement

Item 4. Remuneration Report

A vote on the resolution relating to Item 4 must not be cast (in any capacity) by or on behalf of:

any member of the key management personnel whose remuneration details are included in the Remuneration Report for the year ended 31 March 2025 (KMP); or
any associate of a Restricted KMP (including close family members and companies the KMP controls),

(each a Restricted Person).

The Company will disregard any votes cast in favour of the resolution relating to Item 4 in any capacity by or on behalf of a Restricted Person.

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);
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
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
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:
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.

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

Item 5. Approval of OFX Group Limited Global Equity Plan

In accordance with ASX Listing Rule 14.11, a vote on the resolution relating to Item 5 must not be cast by or on behalf of:

any Eligible Person[1] for the purposes of the OFX Group Limited Global Equity Plan; or
any associate of that Eligible Person (including close family members and companies the Eligible Person controls),

(each a Restricted Person).

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

Refer Annexure A.

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

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);
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
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:
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.

Item 6. Issue of performance rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY25 Short-Term Incentives

In accordance with ASX Listing Rule 14.11, a vote on the resolution 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.

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:

Mr John Alexander (‘Skander’) Malcolm; or
an associate of Mr John Alexander (‘Skander’) Malcolm.

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

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);
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
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:
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.

Notice of Meeting 2025 7

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 FY26 Long-Term Incentives

In accordance with ASX Listing Rule 14.11, a vote on the resolution 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.

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:

Mr John Alexander (‘Skander’) Malcolm; or
an associate of Mr John Alexander (‘Skander’) Malcolm.

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

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);
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
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:
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.

Restrictions on KMP voting undirected proxies

In accordance with section 250BD of the Corporations Act 2001 (Cth), a person appointed as proxy must not vote on the basis of that appointment on resolutions 4 to 8 if:

the proxy is either a KMP, or a closely related party of a KMP; and
the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

the proxy is the chair of the meeting; and
the appointment 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.

8 OFX Group Limited | ABN 12 165 602 273

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 the Company’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 the Company;
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 MUFG 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 15 August 2025.

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 MUFG Corporate Markets (AU) Limited by 5:00pm (AEST) on Friday 8 August 2025, and can be submitted in accordance with the details set out below.

Notice of Meeting 2025 9

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 Company shares at 7:00pm (AEST) on Wednesday 13 August 2025. 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 MUFG 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 MUFG 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 Wednesday 13 August 2025.

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 Friday 15 August 2025.

In person

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

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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 4, 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 4, 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 Wednesday 13 August 2025 (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.

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.

Notice of Meeting 2025 11

Notes

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.

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:

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.

Online

If you wish to submit your appointment of proxy and voting instructions or your appointment of a corporate representative electronically, visit the MUFG Investor Centre at au.investorcentre.mpms.mufg.com.

You will need your SRN or HIN which is shown on the Proxy Form.

In person

MUFG Corporate Markets (AU) Limited Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

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

Mail

OFX Group Limited

C/- MUFG Corporate Markets (AU) 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.

12 OFX Group Limited | ABN 12 165 602 273

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 2025 (together the Reports) will be put before the Annual General Meeting (AGM).

These Reports are in the Company’s 2025 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 Friday 8 August 2025.

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 au.investorcentre.mpms.mufg.com.

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 2025 13

Explanatory Memorandum

Item 2. Re-election of Ms Connie Carnabuci

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Ms Connie Carnabuci was appointed as a Director of the Company on 1 April 2019 and was last re-elected as a Director of the Company at the Company’s 2022 AGM. Ms Carnabuci 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 re-election 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.

Connie Carnabuci

BCom (Marketing) (with Merit), LLB, GAICD

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

Ms Carnabuci has almost 40 years’ experience as a senior legal advisor to, and as an independent non-executive director of, boards of listed and privately owned companies in Australia and Asia. She brings significant board and C-suite insights on the practical execution of business strategies involving global technology and intellectual property intensive businesses, particularly in the context of M&A, complex commercial transactions and risk management.

Ms Carnabuci was General Counsel of the Australian Broadcasting Corporation (ABC) from July 2017 to July 2021, where she was part of the team leading the digital transformation of the ABC. Prior to her role at the ABC, Ms Carnabuci was a Senior Partner with the international law firm Freshfields Bruckhaus Deringer. She was based in Hong Kong for 15 years and led the firm’s TMT/IP practice in Asia. She also served as Co-head of the firm’s global technology practice. She began her career in Sydney at Mallesons Stephen Jacques (now King & Wood Mallesons) and was a partner there from 1997 to 2000.

Current directorships:

Director: BDO Australia Limited (from 2024)

Director: Sydney Children’s Hospitals Foundation (from 2022) Chair: Hospitals United for Sick Kids Ltd (from 2022)

Ms Carnabuci is also a member of the Advisory Council of the UNSW Business School.

Previous directorships (last 3 years):

Nil

Ms Carnabuci was Chair of the Communications & Medial Law Committee of the Law Council of Australia (2021-2024).

Interest in shares: 53,543 ordinary shares

Board recommendation

The Board (other than Ms Carnabuci) 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 Carnabuci has the skills, attributes and experience required by the Company for it to effectively execute its strategy.

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

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

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

14 OFX Group Limited | ABN 12 165 602 273

Item 3. Re-election of Mrs Patricia Cross

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Mrs Patricia Cross was appointed as a Director of the Company on 20 July 2022 and was last re-elected as a Director of the Company at the Company’s 2022 AGM. Mrs Cross 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 re-election as a Director of the Company.

Patricia Cross AM

BSFS; FAICDLife

Chair of the Company. Member of the Audit, Risk and Compliance Committee; Member of the People, Culture and Remuneration Committee; Member of the Nomination Committee.

Mrs Cross is a highly experienced non-executive director and chair. Over the past 30 years she has served on eight large, listed company boards in Australia and the UK as well as several government, not-for-profit and advisory boards. She is currently a non-executive director of Transurban Limited, a member of the Board of Guardians of The Future Fund, and an ambassador for the Australian Indigenous Education Foundation.

Prior to her career as a non-executive director, Mrs Cross held several senior executive roles across a wide range of banking, investment and insurance in the financial services industry, including with Chase Manhattan Bank and Chase Investment Bank (New York, Helsinki, London), Banque Nationale de Paris and National Australia Bank.

She has held honorary government positions including as a founding member of the Financial Sector Advisory Council and the Australian Financial Centre Task Force advisory board and has served on several not-for-profit boards including the Grattan Institute and Murdoch Children’s Research Institute. She is a Life Fellow of the Australian Institute of Company Directors and founding Chair of the 30% Club in Australia.

Current directorships: Director: Transurban Group (from 2021) Director: Australian Golf Foundation Chair & Director: National Golf Holdings Limited

Mrs Cross is also a member of the Future Fund Board of Guardians (from 2021) and an ambassador for the Australian Indigenous Education Foundation.

Previous directorships (last 3 years): Director: Aviva plc (2013-2022) Interest in shares: 337,077 ordinary shares

Board recommendation

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

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

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

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

Notice of Meeting 2025 15

Explanatory Memorandum

Item 4. 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 20 May 2025 in the Company’s 2025 Annual Report and has also been available on the Company’s website since that date, www.ofx.com/ en-au/investors/reports-presentations.

The Remuneration Report:

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

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

Item 5. Approval of OFX Group Limited Global Equity Plan

The Company is seeking shareholder approval for its Global Equity Plan (GEP) which enables the Company to reward and incentivise employees through arrangements where employees are offered shares and/or performance rights through a deferred or exempt grant as part of the Company’s overall incentive structure.

The purpose of the GEP is to:

a. provide Eligible Persons[1] with an opportunity to participate in an incentive plan which recognises ongoing contribution to the achievement by the Company of its strategic objectives;
b. align the interests of participants with shareholders through the sharing of a personal interest in the future growth and development of the Company;
c. encourage Eligible Persons to improve the performance of the Company and its total return to Shareholders; and
d. provide a means of attracting and retaining skilled and experienced Eligible Persons.

Since the GEP was last approved by shareholders at the Company’s 2022 AGM, it has been amended to reflect the new employee share scheme provisions set out in Division 1A of Part 7.12 of the Corporations Act, as amended by ASIC Corporations (Employee Share Schemes) Instrument 2022/1021 (New ESS Provisions). The New ESS Provisions replaced the relief previously afforded by ASIC Class Order 14/1000.

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

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

Refer Annexure A.

16 OFX Group Limited | ABN 12 165 602 273

The following key changes have been made to the GEP:

the definition of “Eligible Person” has been amended to reflect the New ESS Provisions, which permits the making of offers to specified “primary participants” (being directors, employees and service providers) or certain related persons of a primary participant (including a spouse, parent, child or sibling of the primary participant, controlled bodies corporate of the primary participant or bodies corporate that are trustees of the primary participant’s self-managed superannuation fund);
the issue cap has been amended to reflect the New ESS Provisions, which provides that there is no cap on issues made for no monetary consideration and issues received by participants outside of Australia. Securities issued for monetary consideration over a rolling three-year period must not exceed 5% of the Company’s issued share capital; and
offers for no monetary consideration are not subject to disclosure obligations, other than a statement that the offer is made under Division 1A of Part 7.12 of the Corporations Act 2001 (Cth).

The Board may terminate or suspend the operation of the GEP at any time provided that the termination or suspension does not affect or prejudice the existing rights of participants at that time.

This resolution is being put to shareholders for the purposes of Exception 13(b) of ASX Listing Rule 7.2. ASX Listing Rule 7.1 restricts listed companies from issuing more than 15% of their issued share capital in any 12-month period without shareholder approval. However, there are exceptions to this restriction which are detailed in Listing Rule 7.2. Exception 13(b) of ASX Listing Rule 7.2 applies to an issue under an employee incentive scheme if, within three years before the date of the issue, shareholders have approved the issue of securities under the scheme as an exception to the rule.

If the GEP is approved by shareholders, issues under the GEP over the next three years will not be included in the calculation of the Company’s 15% annual placement capacity. If this resolution is not passed, any securities issued pursuant to the GEP over the next 3 years will not fall within Exception 13(b) to Listing Rule 7.2 and will, therefore, be included within the calculation of the Company’s 15% annual placement capacity. Directors may also exercise their discretion pursuant to the terms of the GEP to procure that the Company acquires shares on-market to be transferred to eligible participants under the GEP and/or the payment of cash to eligible participants.

The Directors consider it desirable to maximise the flexibility available to the Company through Exception 13(b) so that the Company may access capital under ASX Listing Rule 7.1 through subsequent share issues as required.

The Company is also seeking shareholder approval of the GEP in order that it may obtain the benefit of the exemption in section 260C(4) of the Corporations Act 2001 (Cth) for financial assistance provided under an employee equity scheme approved by shareholders.

In accordance with Exception 13(b) of ASX Listing Rule 7.2, the Company provides the following information:

a summary of the terms of the GEP is set out in Annexure A; and
since the GEP was approved by shareholders at the Company’s 2022 AGM, 18,692,534 performance rights have been issued, of which:
12,131,267 were issued under ASX Listing Rule 7.2, Exception 13;
2,476,805 were issued under ASX Listing Rule 10.14; and
4,084,462 were issued under the Company’s issuance capacity under Listing Rule 7.1; and

Notice of Meeting 2025 17

Explanatory Memorandum

the maximum number of securities that the Company proposes to issue under the GEP during the next 3 years is no more than 11,700,127, excluding issues of securities approved by shareholders under Listing Rule 10.11 or 10.14. The maximum number is not intended to be a prediction of the actual number of securities to be issued under the GEP, simply a ceiling for the purposes of Listing Rule 7.2, Exception 13.

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

The Board unanimously 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.

Item 6. Issue of performance rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY25 ShortTerm Incentives

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 2025 financial year. These performance rights will be issued under the Global Equity Plan.

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.

If shareholder approval is obtained under Listing Rule 10.14, 153,129 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.

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 Managing Director and Chief Executive Officer and as previously disclosed to shareholders.

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 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.

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.

Mr Malcolm’s remuneration consists of:

Fixed remuneration for FY25: $768,324 inclusive of statutory superannuation;
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 FY25 short term incentives, Mr Malcolm will be granted 153,129 performance rights. The grant of these performance rights was subject to achievement of performance conditions by both the Company and Mr Malcolm personally. The

18 OFX Group Limited | ABN 12 165 602 273

performance rights to be granted to Mr Malcolm for FY25 short-term incentives, including the key terms and issue price of these performance rights are described under the heading ‘Proposed FY25 STI grant to Mr Malcolm’ below and on page 20; and

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 FY26 long term incentives, Mr Malcolm will be granted 1,736,221 performance rights. The performance rights to be granted to Mr Malcolm for FY26 long-term incentives, including the key terms and issue price of these performance rights are described in Item 7 below under the heading ‘Proposed FY26 LTI Grant to Mr Malcolm’ on pages 23 to 25.

FY25 STI grant

The Company’s STI plan for FY25 was the same as for FY24. 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).

FY25 Company Performance Metrics were set at:

Underlying NOI (30%);

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

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 longterm sustainable growth.

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

Proposed FY25 STI Grant to Mr Malcolm

For the 2025 financial year Mr Malcolm’s STI target was 115% of his TFR and his STI achievement, as assessed by the Board was 27.5%. This was calculated based on a 27.5% funding from the Company Performance Metrics and an individual performance of “Meets Expectations” measured against his individual KPIs.

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.

Underlying EBT (30%);
Strategic Investments (20%); and
ESG (20%).

Notice of Meeting 2025 19

Explanatory Memorandum

Mr Malcolm’s STI equity grant for FY25 is $121,491 equating to a maximum of 153,129 performance rights, each with a value of $0.79339 determined by the Company using the method described under Issue Price in the table below.

Details of the STI equity grant for FY25:

Number of	Maximum of 153,129 performance rights determined by dividing the dollar value of
performance rights	Mr Malcolm’s deferred equity grant by the fair value of a performance right.
Issue price	The performance rights will be issued using the volume weighted average price of the
	ordinary shares of the Company during the ten trading days from 20 May 2025 to
	2 June 2025, being $0.793392.
Value	The value the Company attributes to each performance right is $0.79339 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.
Date of issue	If shareholder approval is obtained, the performance rights are expected to be issued to
	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 effective grant date of
	15 August 2025.
Vesting	The performance rights will vest for nil consideration on 15 June 2026 and 15 June 2027,
	at which time one performance right will convert to one fully paid ordinary share.
	In accordance 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 satisfied 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.
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	Details of the shares issued to Mr Malcolm under the STI Plan will be published in the
information	Company’s annual report for FY25, 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 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 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.

20 OFX Group Limited | ABN 12 165 602 273

Issues of securities under the OFX Group Limited Global Equity Plan

Since the Global Equity Plan was re-approved by shareholders at the 2022 AGM a total of 622,198 performance rights have been issued to Mr Malcolm under the Global Equity Plan pursuant to the STI Plan for nil consideration.

In addition, Mr Malcolm was issued 1,854,607 performance rights under the Global Equity Plan for nil consideration in respect of LTI in accordance with the approvals granted at the 2024, 2023 and 2022 AGMs.

It is also proposed that Mr Malcolm will be issued 1,736,221 performance rights under the Global Equity Plan in respect of FY26 LTI on the terms set out in Item 7 below.

No other securities have been issued to Directors or their associates under the Global Equity Plan since it was approved at the 2022 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.

Other considerations

The Board’s view is that this award is appropriate to reflect the Company’s performance in FY25 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.

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.

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.

Where in the opinion of the Board, Mr Malcolm acts fraudulently or dishonestly, or is in material breach of his obligations to the Company 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.

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
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:

protect the financial soundness of the Company;
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
respond to significant unexpected or unintended consequences that were not foreseen on the date of the grant or any vesting date.

Notice of Meeting 2025 21

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.

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 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.

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.

Item 7. Issue of performance rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY26 LongTerm Incentives

The Company is seeking shareholder approval under ASX Listing Rule 10.14 for the proposed issue of performance rights to Mr Malcolm under the Global Equity Plan in respect of Mr Malcolm’s FY26 Long-Term Incentive (LTI).

Why approval is required

If shareholder approval is obtained under Listing Rule 10.14, up to 1,736,221 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.

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.

22 OFX Group Limited | ABN 12 165 602 273

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.

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

Proposed FY26 LTI grant to Mr Malcolm

FY26 LTI is to be granted in the form of performance rights issued under the Global Equity Plan.

For FY26, Mr Malcolm’s LTI grant value is $918,335, equating to a maximum of 1,736,221 performance rights, each with a value of $0.79339 by the Company using the method described under ‘Issue Price’ in the table below.

Details of the LTI equity grant for FY26:

FY26 LTI grant value	$918,335 being 115% of Mr Malcolm’s Total Fixed Remuneration as at 1 June 2025
	of $798,552.
Number of	Maximum of 1,736,221 performance rights determined by dividing the dollar value of
performance rights	Mr Malcolm’s LTI Grant value by the Issue Price and multiplying this number by 150%
	(being the stretch target for the performance rights).
Issue price	The performance rights will be issued using the fair market value of the performance rights
	calculated as the volume weighted average price of the ordinary shares of the Company
	during the ten trading days following 20 May 2025 (being the date on which the FY25
	results were announced), being $0.79339.3
Value	The value the Company attributes to each performance right is $0.79339 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.
Date of issue	If shareholder approval is obtained, the performance rights are expected to be issued
	to 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 effective grant date of 15 August 2025.
Vesting	The performance rights will vest for nil consideration when the Board determines that the
	vesting conditions have been satisfied, at which time one performance right will convert
	to one fully paid ordinary share. This is expected to be on/around 15 June 2028.
	In accordance 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 satisfied by the Company
	making a cash payment to Mr Malcolm in lieu of allocating shares.

VWAP is rounded to 5 decimal places.

Notice of Meeting 2025

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 financial years commencing 1 April 2025. 5% 8% 15%
	Tranche B (aTSR): 50% of FY25 LTI grant CAGR of Absolute Total Shareholder Return (aTSR) over a performance period of three financial years commencing 1 April 2025. In addition to the Tranche B vesting conditions, a ‘gateway’ condition applies to Tranche B wherein normalised earnings over the 3-year performance period must be accretive. Following the end of the 3-year performance period, if the normalised earnings ‘gateway’ condition is met, the vesting conditions for Tranche B can be assessed. 5% 10% 15%
	Vesting schedule 17% 67% 100%
	Continuous active employment until the vesting date. The Board being satisfied 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.

24 OFX Group Limited | ABN 12 165 602 273

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	Details of the shares issued to Mr Malcolm under the FY26 LTI grant will be published in
information	the Company’s annual report for FY29, 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 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.

Issues of securities under the Global Equity Plan

Since the Global Equity Plan was approved by shareholders at the 2022 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 153,129 performance rights under the Global Equity Plan in respect of FY25 STI on the terms set out in Item 6 above.

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

Other considerations

The Directors (excluding Mr Malcolm) have considered whether it is appropriate to proceed with seeking approval and making the proposed FY26 LTI grant to Mr Malcolm pursuant to the Global Equity Plan.

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.

Where in the opinion of the Board, Mr Malcolm acts fraudulently or dishonestly or is in material breach of his obligations to the Company 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.

Notice of Meeting 2025 25

Explanatory Memorandum

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
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:

protect the financial soundness of the Company;
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

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 FY26 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.

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

26 OFX Group Limited | ABN 12 165 602 273

Annexure A

Summary of Terms and Conditions of the OFX Group Limited Global Equity Plan

1. Purpose

The purpose of the Global Equity Plan (GEP) is to:

provide Eligible Persons with an opportunity to participate in an incentive plan which recognises ongoing contribution to the achievement by OFX Group Limited (OFX) of its strategic objectives;
establish an employee share scheme within the meaning of Division 83A of the Income Tax Assessment Act 1997 (Cth) and Division 1A of Part 7.12 of the Corporations Act 2001 (Cth), as amended by ASIC Corporations
(Employee Share Schemes) Instrument 2022/1021) (to the extent the employee share scheme provisions may be applicable to current or future grants);
facilitate the grant of equity by the Company to Eligible Persons through either a:
i. deferred grant; or
ii. exempt grant;
align the interests of participants with shareholders through the sharing of a personal interest in the future growth and development of OFX;
encourage Eligible Persons to improve the performance of OFX and its total return to shareholders; and
provide a means of attracting and retaining skilled and experienced Eligible Persons.

2. Eligibility

An Eligible Person means:

a Director, employee, contractor or consultant of an OFX group entity (Primary Person);
subject to Board approval, certain related persons of a Primary Person, including a spouse, parent, child or sibling of the Primary Person, controlled bodies corporate of the Primary Person or bodies corporate that are trustees of the Primary Person’s self-managed superannuation fund; or
any other person whom the Board determines to be eligible to participate in the GEP and who is invited to participate in the GEP by OFX.

3. Types of securities

The GEP rules provide flexibility for the Board of OFX to grant an Eligible Person one or more of the following on receipt of a completed application:

right
option
restricted share,

(each, a Plan Interest).

An option and a right means a right to acquire a share or restricted share (by transfer or issue at the discretion of OFX) on the terms specified in the invitation.

A restricted share means a share allocated under the GEP on the terms specified in the invitation.

4. Offers under the GEP

The Board may in its unfettered discretion make an invitation to an Eligible Person to acquire Plan Interests. An invitation will expressly state whether the grant is an exempt grant or deferred grant and otherwise will be in such form and content and subject to such terms as the Board determines.

Notice of Meeting 2025 27

Annexure A

Any grant of Plan Interests to a Director will be subject to shareholder approval.

Restricted shares or shares may be delivered to a participant located in various jurisdictions by the issue, transfer and/or purchase of restricted shares or shares at the absolute discretion of the Board.

5. Issue price

The amount payable by the Eligible Person (if any) to acquire Plan Interests will be determined by the Board.

6. Limitation on issues

No invitation will be made if:

a. the number of shares that may be issued as a result of the Plan Interests granted under the invitation; and
b. the number of shares that may be issued as a result of Plan Interests that have been issued or could have been issued under offers made in connection with the GEP at any time during the three year period ending on the date of the invitation,

exceeds 5% of the total number of shares on issue at the date of the invitation.

There is no cap on the number of Plan Interests that may be issued for no monetary consideration and issues received by participants outside of Australia.

7. Vesting

A grant of rights or options does not confer any legal or equitable interests in restricted shares or shares (as applicable) represented by the rights or options until the relevant vesting date and any exercise or conversion to restricted shares or shares (as applicable) has been completed.

Unless the Board determines otherwise, the vesting, exercise and conversion of any Plan Interests under the GEP will only occur in accordance with the terms specified in the invitation.

The Board may determine that a vested and exercised right or option will be satisfied by OFX making a cash payment to the participant in lieu of allocating shares.

The Board may waive, amend or replace any performance measure in a vesting condition attaching to a right or option if the Board determines that the specific measure is no longer appropriate or applicable, provided that the interests of the relevant participant are not, in the opinion of the Board, materially prejudiced or advantaged relative to the position reasonably anticipated at the time of the grant.

8. Restrictions

Participants must not dispose of any restricted share until the removal of any holding lock or the satisfaction of any other restrictions.

Participants must comply with OFX’s Securities Trading Policy at all times. This includes that participants are prohibited at all times from entering into transactions in financial products which operate to limit the economic risk of a Plan Interest.

9. Cessation of employment

If a participant ceases to be an employee all vested and unvested Plan Interests will be retained by them unless the Board exercises its discretion to determine that those performance rights will lapse or be forfeited.

28 OFX Group Limited | ABN 12 165 602 273

10. Clawback and preventing inappropriate behaviours

Where in the opinion of the Board, a participant acts fraudulently or dishonestly or is in material breach of his or her 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.

11. Adjustment events

The Board has discretion to determine that one or more of the following will apply with respect to a participant’s Plan Interests:

some or all of the Plan Interests will lapse;
the vesting conditions will be varied;
the performance period will be varied; or
the participant will be required to transfer some or all of the shares acquired by them (or some or all of the cash if the Plan Interests are settled in cash) upon vesting of the Plan Interests 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:

i. protect the financial soundness of the Company;
ii. respond to material examples of his misconduct, risk events or failure to take accountability;
iii. reflect financial or non-financial risk taking behaviour or non-compliance with legislation or the Company’s risk management framework; or
iv. respond to significant unexpected or unintended consequences that were not foreseen on the date of the grant or any vesting date.

12. Takeovers

If there is a control event, the Board may in its discretion convert all or any of a participant’s 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.

13. Power of the Board

The Board may amend the GEP at any time in its absolute unfettered discretion. The GEP will be administered by the Board which will have the power to amend existing rules, resolve conclusively all questions of fact or interpretation in connection with the GEP, delegate to any one or more persons the exercise of any of its functions, powers or discretions arising under the GEP and appoint/ remove an administrator of the GEP.

14. Dividends and voting rights

A participant has no right to receive dividends or distributions in respect of unvested or lapsed rights or options. A participant does not have any legal or equitable interests in the shares until the vesting date and has no rights to vote until the rights or options vest and shares are granted.

At the Board’s discretion and subject to:

the terms specified in the invitation;
the vesting conditions that apply to a right or option being satisfied; and
the exercise price being paid,

a participant may be entitled to receive a payment equal to a dividend or distribution made in respect of shares during the period between the date of registration and the vesting date as though the participant had been holding shares during that period on a one-for-one basis, instead of rights or options.

Notice of Meeting 2025 29

Annexure A

15. Ranking of restricted shares

Restricted shares will rank equally with all existing shares on and from the date of registration in respect of all shareholder entitlements (including rights issues, bonus issues and dividends) which have a record date for determining entitlements on or after the date of issue of those restricted shares.

Where restricted shares or shares are not yet quoted on the official list of the ASX, OFX must apply for quotation as soon as practicable.

16. Legal compliance

Notwithstanding any rule in the GEP, securities will not be allocated, issued, acquired, transferred or otherwise dealt with under the GEP if to do so would:

a. contravene the Corporations Act 2001 (Cth), the ASX Listing Rules, or any other applicable laws (including any applicable foreign law); or
b. require OFX or its related bodies corporate to pay, provide, or procure the payment or provision of, any money or benefits to the Participant which would require shareholder approval under Part 2D.2, Division 2 of the Corporations Act 2001 (Cth).

30 OFX Group Limited | ABN 12 165 602 273

Contact information

Head Office

OFX Group Limited (ABN 12 165 602 273) Level 19 60 Margaret Street Sydney NSW 2000 Australia

Phone: +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

MUFG Corporate Markets (AU) Limited Level 41 161 Castlereagh Street Sydney NSW 2000 Australia Phone: 1300 554 474 Facsimile: +61 2 9287 0303 Email: [email protected]

Annual report

To request a copy of the Annual Report, please call MUFG Corporate Markets (AU) Limited 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

Notice of Meeting 2025 31

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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://au.investorcentre.mpms.mufg.com

BY MOBILE DEVICE

https://au.investorcentre.mpms.mufg.com or by scanning the QR code overleaf

BY MAIL 

OFX Group Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia

 BY HAND

MUFG Corporate Markets (AU) 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 Friday, 15 August 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 Friday, 15 August 2025 (the Meeting ) and at any postponement or 2025, and at any adjournment or adjournment of the Meeting. postponement of the Meeting. The Meeting will be conducted as hybrid meeting. You can participate by attending at the OFX office at Level 20, 60 Note: If you mark Box A above and do not Margaret Street, Sydney or by logging in online at 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 Items 4, 5, 6, & 7: If the Chair of the Meeting is your proxy, either by appointment or by default, and you Box B in Step 1, you will be deemed to have not indicated your voting intention below, you expressly authorise the Chair of the Meeting to exercise the proxy in have appointed the Chair of the Meeting respect of Items 4, 5, 6, & 7, even though the Items 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 Items For Against Abstain * For Against Abstain * 2 Re-election of Ms Connie Carnabuci 6 Issue of performance rights to Mr John

For Against Abstain * For Against Abstain *
2 Re-election of Ms Connie Carnabuci 6 Issue of performance rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity
3 Re-election of Mrs Patricia Cross Plan in respect of FY25 Short Term Incentives
4 Remuneration Report 7 Issue of performance rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY26 Long Term
5 Approval of OFX Group Limited Global Incentives Equity Plan
- 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 PRX2501N

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 Voting/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 Wednesday, 13 August 2025, being not later than 48 hours before the commencement of the Meeting. Any Voting/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.

Voting/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://au.investorcentre.mpms.mufg.com

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

Login to the Investor Centre using the holding details as shown on VOTING UNDER BOX B – APPOINTMENT OF PROXY the Voting/Proxy Form. Select ‘Voting’ and follow the prompts to If you wish to appoint the Chair of the Meeting as your proxy, mark the box lodge your vote. To use the online lodgement facility, shareholders in Step 1. If you wish to appoint someone other than the Chair of the Meeting will need their “Holder Identifier” - Securityholder Reference as your proxy, please write the name and email address of that individual or Number (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 your provide evidence of their appointment as corporate representative. vote by scanning the QR code adjacent or enter the voting link DEFAULT TO CHAIR OF THE MEETING https://au.investorcentre.mpms.mufg. Any directed proxies that are not voted on a poll at the Meeting will default com into your mobile device. Log in using to the Chair of the Meeting, who is required to vote those proxies as directed. the 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 To scan the code you will need a QR code reader application which Meeting is your proxy or becomes your proxy by default, and you do not provide can be downloaded for free on your mobile device. voting directions, then by submitting this Voting/Proxy Form you are expressly 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/- MUFG Corporate Markets (AU) 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 MUFG Corporate Markets (AU) 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.mpms.mufg.com/en/mufg-corporate-markets.

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 Items 4, 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 Friday 15 August 2025 – 2:00pm

OFX Group Limited ABN 12 164 602 273

OFX is hosting its 2025 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.

Step 1

Register to attend the AGM

Register to attend virtually via our Zoom Webinar:

https://ofx.zoom.us/webinar/register/WN_KXfEwXR7RdeH1fbTvsqsOw 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 shareholder or a proxyholder, please ensure that you enter your Security Holder Reference Number (SRN), Holder Identification Number (HIN) or proxy code (provided by MUFG Corporate Markets) 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.

or

Search Zoom Client Meetings in any browser, iOS App Store or 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 15 August 2025 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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[email protected]
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Step 4

Test your Zoom App prior to the AGM

The AGM is scheduled to commence at 2:00pm on 15 August 2025. You can test your Zoom App by clicking on the link in your invitation email or by launching Zoom directly on your device.

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 Friday 15 August 2025 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.

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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Location Date and time
Sydney (Australia) Friday 15 August 2025 at 2:00pm
Auckland (New Zealand) Friday 15 August 2025 at 4:00pm
Hong Kong Friday 15 August 2025 at noon
London (England) Friday 15 August 2025 at 5:00am
Toronto (Canada) Friday 15 August 2025 at midnight
Edmonton (Canada) Thursday 14 August 2025 at 10:00pm
San Francisco (USA) Thursday 14 August 2025 at 9:00pm
Singapore Friday 15 August 2025 at noon
Dublin (Ireland) Friday 15 August 2025 at 5:00am
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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.

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Step 1

Asking questions during the Annual General Meeting

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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.

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. Click on the Q&A button, shown below:

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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.

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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 Question and Answer box that you can ask your question and your microphone will be turned on enabling you to ask your question.

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.

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Voting during the Annual General Meeting

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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.

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.

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 2025

65487_rns_2025-07-10_24d5a206-a96b-4530-a75b-4edb767cd8fa.pdf

OFX Group Limited NOTICE OF ANNUAL GENERAL MEETING

11 July 2025

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

For all enquiries:

About OFX Group (ASX: OFX)

Notice of Meeting 2025

Contents

Chair’s letter

Dear Fellow Shareholders

Hybrid meeting

Notice of Meeting

Annual Report

Voting

Questions

Notice of Meeting

Items of Business

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

Item 2. Re-election of Ms Connie Carnabuci

Item 3. Re-election of Mrs Patricia Cross

Item 4. Remuneration Report

Item 5. Approval of OFX Group Limited Global Equity Plan

Item 6. Issue of performance rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY25 Short Term Incentives

Item 7. Issue of performance rights to Mr John Alexander (‘Skander’) Malcolm under the OFX Group Limited Global Equity Plan in respect of FY26 Long Term Incentives

Voting Exclusion Statement

Item 4. Remuneration Report

(each a Restricted Person).

Item 5. Approval of OFX Group Limited Global Equity Plan

(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 FY25 Short-Term 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 FY26 Long-Term Incentives

Restrictions on KMP voting undirected proxies

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

Appointing a Proxy

How to appoint a proxy

Appointing a corporate representative

Notes

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

Important note

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 Connie Carnabuci

Connie Carnabuci

BCom (Marketing) (with Merit), LLB, GAICD

Nil

Board recommendation

Item 3. Re-election of Mrs Patricia Cross

Patricia Cross AM

BSFS; FAICDLife

Board recommendation

Item 4. Remuneration Report

Item 5. Approval of OFX Group Limited Global Equity Plan

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 FY25 ShortTerm Incentives

Why approval is required

Current remuneration framework

FY25 STI grant

Proposed FY25 STI Grant to Mr Malcolm

Explanatory Memorandum

Issues of securities under the OFX Group Limited Global Equity Plan

Other considerations

Explanatory Memorandum

OFX GROUP LIMITED AGM Information 2025