OPENN NEGOTIATION LIMITED — Proxy Solicitation & Information Statement 2025

Dec 18, 2025

O enn Ne otiation Limited p g

19 December 2025

Dear Shareholders,

RE: Openn Negotiation Limited – 2024 Notice of Annual General Meeting

Openn Negotiation Limited ( OPN or Company ) advises that an Annual General Meeting (the Meeting ) has been called for 11:00 am (AEDT) on Thursday, 22 January 2026. The meeting is to be held at 24-26 Kent Street, Millers Point, NSW 2000, Australia.

As permitted by the Corporations Act 2001 (Cth), the Company will not be sending hard copies of the Notice of meeting to Shareholders. The Notice of Meeting can be viewed and downloaded from https://www.asx.com.au/.

If you are unable to attend the Meeting, you may appoint a proxy to vote for you at the meeting by completing the enclosed Proxy Form. Alternatively, you are invited to vote online at www.investorvote.com.au.

The Company is committed to minimising paper usage and encourages all Shareholders to make the switch to paperless communications and provide us with your email address. To make the change, go to https://www.computershare.com/au and follow the prompts. Shareholder documents are always available to access on the Platform.

If you have problems accessing this service, please contact our share registry, Computershare, on:

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

For and on behalf of the Board,

Gregory Starr Non-Executive Chairman Openn Negotiation Limited

Openn Negotiation Limited ( ACN 612 329 754) Level 2, 350 Kent Street, Sydney NSW 2000 T: +61 2 9299 2289

Notice of Annual General Meeting, Ex lanator Statement and Prox Form p y y

Openn Negotiation Limited

ACN 612 329 754

Meeting Format

To be held at:

24-26 Kent Street,

Millers Point, NSW 2000, Australia

Time and Date

11.00 am (AEDT) Thursday, 22 January 2026

IMPORTANT NOTE

The Notice of Annual General Meeting, Explanatory Statement and Proxy Form should be read in their entirety. If you are in doubt as to how you should vote, you should seek advice from your professional adviser prior to voting.

Important Dates

An indicative timetable of key proposed dates is set out below. These dates are indicative only and are subject to change.

Event	Date
Last day for receipt of Proxy Forms – Proxy Forms received after this time will be disregarded	11:00 am (AEDT) on Tuesday, 20 January 2026
Snapshot date for eligibility to vote	7:00 pm (AEDT) on Tuesday, 20 January 2026
Annual General Meeting	11:00 am (AEDT) on Thursday, 22 January 2026

OPENN NEGOTIATION LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Openn Negotiation Limited (ACN 612 329 754) ( Company ) will be held at 24-26 Kent Street, Millers Point NSW 2000, Australia at 11.00 am (AEDT) on Thursday, 22 January 2026.

Agenda

Ordinary Business
Receive and Consider Reports	To receive and consider the annual financial report, Directors’ report, and Auditor’s report of the Company for the financial year ended 30 June 2024, as contained in the Company’s 2024 Annual Report.
Resolution 1 Adoption of Remuneration Report (advisory only)	To consider and, if thought fit, to pass, with or without amendment, the following resolution as anordinary resolution: That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the financial year ended 30 June 2024, as contained in the Company’s 2024 Annual Report, be adopted by the Company. Note:This Resolution is advisory only anddoes notbind the Company or the Directors.

Voting Prohibitions and Exclusion Statements

Resolution	Excluded persons	Exception
Corporations Act voting prohibitions
Resolution 1	In accordance with sections 250BD and 250R(4) of the Corporations Act, a vote on the Resolution must not be cast by: • a member of Key Management Personnel, the details of whose remuneration are included in the Remuneration Report or their Closely Related Parties, regardless of the capacity in which the vote is cast; or • by a proxy for a member of Key Management Personnel at the date of the Meeting or their Closely Related Parties.	The prohibition does not apply if: • the vote is cast in accordance with the directions on how the proxy is to vote, as specified in the proxy appointment; or • the appointment expressly authorises the Meeting Chair to exercise the proxy even though the Resolution is in connection directly or indirectly with the remuneration of a member of the Key Management Personnel.

OPENN NEGOTIATION LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM

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Explanatory Statement

For further information in relation to the items of business to be considered at the Meeting, please refer to the Explanatory Statement which accompanies this Notice. The Explanatory Statement forms part of this Notice.

Definitions

Unless inconsistent with the context, capitalised terms used in this Notice will have the meanings given to them in the Glossary set out in the Explanatory Statement.

By order of the Company’s Board of Directors.

Louisa Ho Company Secretary

19 December 2025

OPENN NEGOTIATION LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM

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Meeting and Voting Information

Voting entitlement

The Board has determined that, for the purposes of voting at the Meeting, Shares will be deemed to be held by persons who are registered as the holders of Shares at 7:00 pm (AEDT) on Tuesday, 20 January 2026 .

Participation The Meeting will be held as a physical meeting. Shareholders may attend and participate (including voting):

• in person at 24-26 Kent Street, Millers Point NSW 2000, Australia.

Appointment of A Shareholder that is a corporation may appoint an individual to act as its Corporate representative in accordance with section 250D of the Corporations Act. The Shareholder Shareholder must lodge a satisfactory and duly executed appointment document representatives with the Securities Registry in accordance with the instructions below.

Appointment of A Shareholder may appoint an attorney to act on the Shareholders’ behalf at the attorneys Meeting. To do so, the Shareholder must lodge a duly executed power of attorney with the Securities Registry in accordance with the instructions below.

• Appointment of proxies

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint up to two proxies. A proxy does not need to be a Shareholder.

To appoint a second proxy, a Shareholder must state on each Proxy Form (in the appropriate box) the percentage of voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half the Shareholder’s votes. Fractions of votes will be disregarded.

Appointing the Meeting Chair as a proxy

Shareholders may appoint the Meeting Chair as their proxy by marking the relevant box on the Proxy Form. Proxy Forms submitted without specifying the name of the proxy or expressly nominating the Meeting Chair as proxy will be deemed an appointment of the Meeting Chair. The Meeting Chair will be deemed a proxy for a Shareholder if the proxy named in the Proxy Form does not attend the Meeting.

Directing a proxy on how to vote

Shareholders may direct a proxy whether to vote for or against, or to abstain from voting, on a Resolution by marking the relevant box on the Proxy Form. Shareholders may also specify the proportion or number of votes that a proxy may exercise. All votes must be cast in accordance with such directions.

Directed proxies that are not voted on a poll at the Meeting by an appointed proxy will default to the Meeting Chair, who will be required to vote proxies as directed on a poll.

Subject to any legal restrictions on proxy voting, a proxy may vote on a Resolution at their discretion unless the Proxy Form directs the proxy how to vote on the Resolution.

Voting restrictions that may affect proxy appointment

Voting restrictions under the Corporations Act and/or the Listing Rules apply to certain Resolutions. Please refer to the ‘Voting Prohibitions and Exclusion Statements’ section above for further details in this regard.

Shareholders intending to appoint the Meeting Chair, a Director or any other member of Key Management Personnel or any of their Closely Related Parties as proxy are encouraged to direct them how to vote on all the Resolutions.

OPENN NEGOTIATION LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM

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A Shareholder who appoints a proxy but subsequently attends the Meeting may vote on the items of business at the Meeting. Any such vote by the Shareholder will invalidate the votes cast by their proxy.

Lodgement of Duly completed corporate representative appointment documents, powers of appointment attorney and Proxy Forms (together with any power of attorney or other authority documents under which they are executed, if applicable) must be received by the Securities Registry on or before 11.00 am (AEDT) on Tuesday, 20 January 2026 . Documents received after that time will be invalid.

Appointment documents are to be lodged as follows: by post: c/-Computershare Investor Services, GPO Box 242, Melbourne, Victoria 3001, Australia by fax: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia) online: www.investorvote.com.au by mobile: Scan the QR Code on your Proxy Form and follow the prompts custodian voting: For Intermediary Online subscribers only (custodians), please visit www.intermediaryonline.com to submit your voting intentions

Proxy voting The Meeting Chair intends to vote all undirected proxies FOR each of the intention of the Resolutions. In exceptional cases, the Meeting Chair may change their voting Meeting Chair intention, in which case the Company will make an announcement to ASX in this regard. Voting Voting on each Resolution at the Meeting will be conducted by way of a poll. procedure

Questions by Please submit any questions to the Company by 5:00 pm (AEDT) on Friday, 16 Shareholders January 2026, in the same manner as outlined above for the lodgement of appointment documents.

OPENN NEGOTIATION LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM

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Explanatory Statement

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Annual General Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company that is material to a decision on how to vote on the Resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in this Explanatory Statement are defined in the Glossary or otherwise in the Explanatory Statement.

1. ANNUAL FINANCIAL REPORT

The Corporations Act requires that the annual financial statements, Directors’ report, and Auditor’s report of the Company for the year ended 30 June 2024 be tabled at the Meeting. These reports are contained in the 2024 Annual Report, which is available on the Company’s website, https://opnltd.com.au/.

Shareholders will be given a reasonable opportunity to raise questions about these reports and ask the Auditor questions.

2. Resolution 1: Adoption of Remuneration Report

2.1

Background

Resolution 1 is an ordinary resolution to approve the Remuneration Report. The Remuneration Report is set out in the Directors’ report, which forms part of the 2024 Annual Report.

The vote on Resolution 1 is advisory only and does not bind the Board or the Company. Notwithstanding, the Board will consider the outcome of the vote when considering the remuneration policy of the Company going forward.

2.2 Corporations Act requirements

Section 250R(2) of the Corporations Act requires a listed public company to put a resolution to its shareholders that the remuneration report set out in the directors’ report for the preceding financial year be adopted. The resolution is advisory only and does not bind the relevant company or its directors.

A reasonable opportunity will be provided for questions and discussion about the remuneration report at the Annual General Meeting.

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the Company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to a vote at the second of those annual general meetings.

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene an extraordinary general meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All the Directors who were in office when the Company’s 2024 Directors’ report was approved will cease to hold office immediately before the end of the Spill Meeting, but may stand for re-election at the Spill Meeting.

Following the Spill Meeting, those persons whose election or re-election as Directors is approved will be the Directors of the Company.

At the Company’s 2023 annual general meeting, the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

OPENN NEGOTIATION LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM

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2.3 Directors’ recommendation

The Directors abstain from making a recommendation as it relates to the previous board and management.

2.4 Voting Exclusion Statement

A Voting Exclusion Statement applies to this Resolution 1 relating to Key Management Personnel identified in the 2024 Annual Report and their Closely Related Parties as these terms are defined in the Corporations Act.

3.

Other Business

To transact any other business which may be legally brought before this Annual General Meeting, in accordance with the Company’s Constitution and the Corporations Act 2001 (Cth).

OPENN NEGOTIATION LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM

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Glossary of Terms

In this Explanatory Statement, the following terms have the meaning set out below, unless the context otherwise requires:

2024 Annual Report	The annual report of the Company for the financial year ended 30 June 2024, including
	the annual financial report, the Directors’ report and the Auditor’s report.
Annual General Meeting	The annual general meeting of the Company was convened by the Notice, including any
orMeeting	adjournment of such meeting.
ASX	ASX Limited (ACN 008 624 691) or the financial market known as the Australian Securities
	Exchange, as the context requires.
Auditor	The auditor of the Company, as at the date of the Notice, HLB Mann Judd (WA
	Partnership) (ABN 22 193 232 714).
Board	The Company’s Board of Directors.

• Closely Related Parties Has the same meaning given to it in section 9 of the Corporations Act, being, in relation to a member of Key Management Personnel:

• (a) a spouse or child of the member; (b) a child of the member’s spouse; (c) a dependent of the member or the member’s spouse; (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity;

	(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the entity;
	(e) a company that the member controls; or
	(f) a person prescribed by the_Corporations Regulations 2001_(Cth) (currently, none
	are prescribed).
Company	Openn Negotiation Limited (ACN 612 329 754).
Company Secretary	The Company Secretary of the Company at the time of the Meeting.
Constitution	The Constitution of the Company as at the date of the Notice.
Corporations Act	The_Corporations Act 2001_(Cth).
Director	A director of the Company.
Explanatory Statement	This explanatory statement accompanies and forms part of the Notice of Meeting.
Glossary	This is a glossary of terms.
Key Management	Has the same meaning as the definition of that term in section 9 of the Corporations
Personnel	Act, being those persons, whose details of remuneration are included in the
	Remuneration Report, having authority and responsibility for planning, directing and
	controlling the activities of the Company, directly or indirectly, including any Director
	(whether executive or otherwise).
Listing Rules	The listing rules of ASX, as amended from time to time.
Meeting Chair	The chairperson of the Meeting.
NoticeorNotice of	The notice of the Annual General Meeting, which accompanies this Explanatory
Annual General Meeting	Statement.
Proxy Form	The proxy form accompanying the Notice.

Related Body Corporate Has the same meaning as given to that term in the Corporations Act.

OPENN NEGOTIATION LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM

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Remuneration Report The remuneration report of the Company for the period ended 30 June 2024 appears in the Director’s report as set out in the 2024 Annual Report. Resolution A resolution set out in the Notice. Section A section of the Notice. Securities Registry The Company’s securities registry is Computershare Investor Services Limited (ACN 078 279 277). Share A fully paid ordinary share in the capital of the Company. Shareholder A registered holder of a Share. AEDT Australian Eastern Daylight Time is the time in NSW, Sydney, Australia.

OPENN NEGOTIATION LIMITED – NOTICE OF ANNUAL GENERAL MEETING, EXPLANATORY STATEMENT AND PROXY FORM

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Openn Negotiation Limited ACN 612 329 754

Need assistance?

Phone:

1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia)

Online:

www.investorcentre.com/contact

OPN

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11.00 am (AEDT) on Tuesday, 20 January 2026.

Proxy Form - 2024 Annual General Meeting

How to Vote on Item of Business

Lodge your Proxy Form:

XX

All your securities will be voted in accordance with your directions.

Online:

APPOINTMENT OF PROXY

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite the item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on the item your vote will be invalid on the item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

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) 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 sign in the appropriate place to indicate the office held. Delete titles as applicable.

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 Australia

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

You may elect to receive meeting-related documents, or request a particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.

Samples/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.



I 9999999999

I ND

Proxy Form

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Openn Negotiation Limited hereby appoint the Chair OR of the Meeting

XX

PLEASE NOTE: Leave this box blank if you have selected the Chair of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the 2024 Annual General Meeting of Openn Negotiation Limited to be held at 24-26 Kent Street, Millers Point, NSW 2000, Australia on Thursday, 22 January 2026 at 11.00 am (AEDT) and at any adjournment or postponement of that meeting. Chair authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chair of the Meeting as my/our proxy (or the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention in step 2) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chair.

Important Note: If the Chair of the Meeting is (or becomes) your proxy you can direct the Chair to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2.

Step 2 Item of Business

PLEASE NOTE: If you mark the Abstain box for the item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

For Against Abstain

Resolution 1 Adoption of Remuneration Report

The Chair of the Meeting intends to vote undirected proxies in favour of the item of business. In exceptional circumstances, the Chair of the Meeting may change his/her voting intention on the resolution, in which case an ASX announcement will be made.

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Step 3 Signature of Securityholder(s) This section must be completed.
Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
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O P N

3 2 1 2 2 1 A

Openn Negotiation Limited ACN 612 329 754

OPNRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SUBURB SAMPLETOWN VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Openn Negotiation Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Securityholder Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Openn Negotiation Limited

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