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PEXA GROUP LIMITED — AGM Information 2025
Oct 13, 2025
65637_rns_2025-10-13_3f1d07b4-f454-45df-8a3c-484f51d00337.pdf
AGM Information
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NOTICE OF MEETING 2025
PEXA Group Limited ABN 23 629 193 764
Notice of Annual General Meeting
PEXA Group Limited (ABN 23 629 193 764)
Notice is given that the Annual General Meeting ( AGM or Meeting ) of shareholders of PEXA Group Limited ( PEXA Group or Company ) will be held:
Date: Thursday 13 November 2025 Time: 10:00am (AEDT)
Venue: To be held as a hybrid AGM at The Event Centre, Tower 2, Level 5, 727 Collins Street, Melbourne VIC 3008 and via the online platform at https://meetings.openbriefing.com/PXA25. Details on how to access the venue are available online at https://www.pexa-group.com/investorcentre/agm-key-dates.
The Explanatory Memorandum accompanying this Notice of Meeting provides additional information on matters to be considered at the AGM. The Explanatory Memorandum and Voting Procedures comprise part of this Notice of Meeting.
Items of Business
1. Consideration of Reports
To receive and consider the Annual Financial Report, the Directors’ Report and the Independent External Auditor’s Report to the Company for the financial year ended 30 June 2025.
All shareholders can view the 2025 Annual Report which contains the Reports for the year ended 30 June 2025 on the PEXA Group Investor Centre website at https://www.pexa-group.com/investor-centre/reports.
Questions and Comments
Following consideration of the Reports, the Chair will allow a reasonable opportunity for shareholders to ask questions about, or make comments on, the management of the Company. Shareholders will be given a reasonable opportunity to ask the auditor questions relevant to the conduct of the audit, the preparation and content of the 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.
Items for Approval
2. Re-election of Director – Helen Silver
To consider and pass the following resolution as an ordinary resolution:
“That Helen Silver, who retires in accordance with clause 4.7 of the Company’s Constitution and being eligible for reelection, is re-elected as a Director of the Company.”
3. Remuneration Report
To consider and pass the following resolution:
“That the PEXA Group Remuneration Report for the financial year ended 30 June 2025 is adopted.”
The Remuneration Report is contained in the 2025 Annual Report, which is available on the PEXA Group Investor Centre website at https://www.pexa-group.com/investor-centre/reports. Please note that, in accordance with section 250R(3) of the Corporations Act, the vote on this resolution is advisory only and does not bind the Directors or the Company.
Voting Exclusion Statement
A vote on item 3 must not be cast (in any capacity) by, or on behalf of, the following persons:
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a member of the Key Management Personnel (KMP) whose remuneration details are included in the 2025 Remuneration Report; or
-
a Closely Related Party of such a KMP (including close family members and companies the KMP controls).
However, a person described above may cast a vote on item 3 as a proxy if the vote is not cast on behalf of a person described above and either:
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the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or
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the vote is cast by the Chair of the Meeting and the appointment of the Chair as proxy:
-
does not specify the way the proxy is to vote on the resolution; and
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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.
In addition, a vote must not be cast on item 3 as a proxy by a member of the KMP at the date of the AGM, or a Closely Related Party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chair of the Meeting because the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.
4. Approval for grant of Performance Rights to Russell Cohen
- (a) To consider and pass the following as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the grant of 18,726 Performance Rights to the Company’s Managing Director and Chief Executive Officer, Russell Cohen, pursuant to the PEXA Group Limited Equity Incentive Plan and on the terms and conditions set out in the Explanatory Memorandum.”
- (b) To consider and pass the following as an ordinary resolution:
“That, for the purposes of Listing Rule 10.14 and for all other purposes, approval is given for the grant of 62,866 Performance Rights to the Company’s Managing Director and Chief Executive Officer, Russell Cohen, pursuant to the PEXA Group Limited Equity Incentive Plan and on the terms and conditions set out in the Explanatory Memorandum.”
Item 4(a) relates to Russell Cohen’s FY25 LTI opportunity and item 4(b) relates to his FY26 LTI opportunity.
Voting Exclusion Statement for item 4
In accordance with ASX Listing Rule 14.11 and 10.15.12, the Company will disregard any votes cast in favour of items 4(a) and 4(b) by, or on behalf of a person referred to in Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan in question or their Associates.
However, this does not apply to a vote cast in favour of items 4(a) and 4(b) by:
a. a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or
b. the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
c. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
i. 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
ii. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.
In addition, a vote must not be cast on items 4(a) and 4(b) as a proxy by a member of the KMP at the date of the AGM, or a Closely Related Party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chair of the Meeting because the proxy appointment expressly authorises the Chair of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.
Russell Cohen is the only Director for whom approval is being sought for a grant of Performance Rights.
By order of the Board.
==> picture [74 x 46] intentionally omitted <==
James Orr Company Secretary
6 October 2025
Voting Procedures at the AGM
All Resolutions will be voted by way of a Poll
In accordance with clause 10.2 of the Company’s Constitution ( Constitution ), a poll will be held on each of the resolutions proposed at the AGM. The Chair considers voting by poll to be in the interests of the shareholders as a whole and is a way to ensure the views of as many shareholders as possible are represented at the Meeting.
Direct Voting at the AGM
In accordance with clause 10.6 of the Constitution, the Directors:
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have determined that at the AGM, a shareholder who is entitled to attend (whether in person or using the online platform) and vote on a resolution at the AGM is entitled to a direct vote in respect of that resolution (by submitting a Voting Form at the meeting); and
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have approved the use of MUFG Corporate Markets voting platform ( online platform ) as means by which shareholders (whether attending in person or using the online platform) can deliver their direct vote.
Casting your Direct Vote in real time using the Online Platform
To facilitate shareholder participation, and in accordance with its powers under clause 8.1 of the Constitution, the Board has determined that shareholders who are unable to attend the 2025 AGM in person will also have the opportunity to participate in the Meeting through the Online Platform at https://meetings.openbriefing.com/PXA25. If you use the Online Platform, you will be able to view the AGM live, lodge a direct vote in real time and ask questions online.
Those shareholders present at the AGM (including by proxy, attorney or by representation appointed under section 250D of the Corporations Act) will be counted as part of the Meeting for all purposes (including for the purposes of any provision of the Constitution).
Eligibility to Vote
In accordance with regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that persons who are registered holders of shares of the Company as at 7:00pm (AEDT) on Tuesday, 11 November 2025 will be entitled to vote at the AGM as a shareholder.
How to Vote
Direct vote – Prior to the AGM
In accordance with clause 10.6 of the Constitution, shareholders will be able to vote directly or appoint a proxy on resolutions considered at the Meeting at any time between the date of this Notice of Meeting and no later than 10:00am AEDT on Tuesday 11 November 2025. For details about how you can submit your Voting Form prior to the Meeting, please refer to the section below titled ‘Submitting your Voting / Proxy Form prior to the AGM’.
If you lodge a direct vote you are voting directly and are not appointing a third party, such as a proxy, to act on your behalf.
Direct vote – During the AGM using the Online Platform
Shareholders and proxyholders using the Online Platform (https://meetings.openbriefing.com/PXA25) will be able to vote directly through the Online Platform at any time between the commencement of registration open (9:30am AEDT on Thursday, 14 November 2025) and the closure of voting as announced by the Chair during the AGM.
More information about how to use the Online Platform (including how to vote and ask questions online during the AGM) is available in the Virtual Meeting Online Platform Guide, which has been lodged with the ASX and is available on our website at https://www.pexa-group.com/investor-centre/agm-key-dates. If you intend to use the Online Platform, then before the AGM we recommend that you ensure the Online Platform works on your device. Further instructions are provided in the Online Platform Guide.
Attending the AGM in person
Shareholders attending the AGM in person are encouraged to bring the Voting Form to the AGM in order to assist with registration. All persons attending are asked to arrive at least 30 minutes prior to the time the AGM is to commence, so that either their shareholding can be checked against the PEXA Group Share Register, or any power of attorney or certificate of appointment of corporate representative verified, and their attendance noted.
Details of how to access the venue are available online at https://www.pexa-group.com/investor-centre/agm-key-dates.
Appointment of Proxy
If you are a shareholder entitled to attend and vote, you may appoint an individual or a body corporate as a proxy. If a body corporate is appointed as a proxy, that body corporate must ensure that it appoints a corporate representative in accordance with section 250D of the Corporations Act to exercise its powers as proxy at the AGM. A proxy need not be a shareholder of the Company.
A shareholder may appoint up to two proxies and specify the proportion or number of votes each proxy may exercise. If the shareholder does not specify the proportion or number of votes to be exercised, each proxy may exercise one-half of that shareholder’s votes.
Proxy appointments must be received by PEXA Group’s share registry no later than 10:00am AEDT on Tuesday 11 November 2025. After this time, you will still be able to vote during the AGM by submitting your direct vote using the Online Platform.
PEXA Group’s share registry will contact any proxy appointed 24 hours prior to the start of the AGM where an email has been quoted to provide them with the proxyholder login information that they will need to join the AGM using the Online Platform.
Impact of your Proxy Appointment on your Proxy Voting Instructions
If you appoint a member of the Company’s KMP (which includes each of the Directors) or one of the KMP’s Closely Related Parties (such as close family members and any companies the KMP controls) as your proxy, the proxy will not be able to cast your votes on items 3 and 4 unless you direct the proxy how to vote or the Chair of the Meeting is appointed as the shareholder’s proxy.
If you appoint the Chair of the Meeting as your proxy, or the Chair becomes your proxy by default, and you do not direct your proxy how to vote on items 3 and 4, then by submitting the proxy appointment you will be expressly authorising the Chair to exercise your proxy on the relevant resolution, even though the resolutions are connected, directly or indirectly, with the remuneration of the KMP.
The Chair’s voting intentions
The Chair intends to vote undirected proxies on, and in favour of, all the proposed resolutions.
Submitting your Voting / Proxy Form prior to the AGM
To be valid, a Voting / Proxy Form must be received by the Company in the manner set out in this Notice of Meeting.
The Chair’s decision on the validity of a direct vote or vote cast by a proxy, is conclusive and the Company reserves the right to declare invalid any Voting Form not received in this manner.
For your proxy or direct vote prior to the AGM to be effective, your completed Voting / Proxy Form must be received by PEXA Group’s share registry no later than 10:00am AEDT on Tuesday 11 November 2025 by one of the following methods:
Online: au.investorcentre.mpms.mufg.com (preferred method). You will need your Securityholder Reference Number ( SRN ) or Holder Identification Number ( HIN Mobile device: Using a mobile device by scanning the QR code on the back of the Voting/Proxy Form. To scan the QR code you will need a QR code reader application that can be downloaded for free on your mobile device. You will also need your SRN or HIN and postcode for your shareholding.
By post: PEXA Group Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia By facsimile: +61 2 9287 0309 (Proxy Form only) By delivery in person: MUFG Corporate Markets (AU) Limited* (Proxy Form only) Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150 * Monday to Friday (9:00am to 5:00pm) (Sydney time)
After this time, you will still be able to vote during the AGM by either:
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attending the AGM in person; or
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voting during the AGM by submitting your direct vote using the Online Platform.
Power of Attorney
A proxy appointment and the original power of attorney (if any) under which the proxy appointment is signed (or a certified copy of that power of attorney or other authority) must be received by PEXA Group’s share registry no later than 10:00am AEDT on Tuesday 11 November 2025, being 48 hours before the AGM.
Corporate Representatives
A body corporate that is a shareholder, or proxy/nominee, is entitled to appoint an individual to act as its representative to attend and vote at the meeting. The appointment of the representative must comply with the requirements under section 250D of the Corporations Act. The representative must provide evidence of the appointment, a properly executed letter or other document confirming its authority to act as the body corporate’s representative to PEXA Group’s share registry. A ‘Certificate of Appointment of Corporate Representative’ form can be obtained from PEXA Group’s share registry or online at https://www.mpms.mufg.com/en/for-individuals/au/shareholders/forms/. Corporate Representatives will be required to acknowledge their appointment in the Online Platform when voting or asking a question.
Questions from Shareholders
Shareholders who prefer to register questions in advance of the AGM can do this via our Investor Centre (log into your holding via au.investorcentre.mpms.mufg.com Login, then select ‘Voting’ then click ‘Ask a Question’).
To allow time to collate questions and prepare answers, please submit any questions by 5pm AEDT on Monday 10 November 2025.
Questions will be collated, and, during the AGM, the Chair will seek to address as many of the more frequently raised topics as possible. However, there may not be sufficient time available at the AGM to address all topics raised. Please note that individual responses will not be sent to shareholders.
Shareholders and proxyholders may submit written questions during the meeting or ask via webphone. Please refer to the virtual meeting online guide.
Conduct of the Meeting
PEXA Group is committed to ensuring that its shareholder meetings are conducted in an orderly manner which provides all shareholders (or their proxy holders, attorneys or representatives) who participate with the opportunity to do so in an orderly fashion and to ask questions about and comment on matters relevant to the business of the meeting or about PEXA Group generally.
PEXA Group will not allow conduct at any meeting which is discourteous or which in any way disrupts or interferes with the proper conduct of the meeting. The Chair of the Meeting will exercise his powers to ensure that the Meeting is conducted in an orderly and timely fashion, in the interests of all shareholders who are participating in the Meeting.
Explanatory Memorandum
This Explanatory Memorandum has been prepared for the information of shareholders of the Company in relation to the business to be conducted at the Company’s AGM to be held on Thursday, 14 November 2025. Its purpose is to provide shareholders with information that is reasonably required by shareholders to decide how to vote on the resolutions.
Subject to the abstentions noted below in respect of each resolution, the Directors unanimously recommend shareholders vote in favour of all resolutions. The Chair of the Meeting intends to vote all available undirected proxies in favour of each resolution.
Items 2 and 4 are ordinary resolutions, which require a simple majority (50%) of votes cast by shareholders entitled to vote on the resolution. Item 3, relating to the Remuneration Report, is advisory and does not bind the Directors or the Company.
The Director seeking re-election at the AGM will briefly address the Meeting at the time that resolution is considered.
1. Financial Statements and Reports
In accordance with the Corporations Act, the business of the Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the Declaration of the Directors, the Directors’ Report, the Remuneration Report and the Independent External Auditor’s Report.
The Company’s annual financial report is available on its website at https://www.pexa-group.com/investor-centre/reports.
2. Re-Election of Director – Helen Silver AO
Independent Non-Executive Director
Helen’s experience as a non-executive director covers ASX listed, private company, not for profit and Government boards. As well as serving as a director of PEXA, Helen is currently an independent director of Crown Melbourne Limited, Deputy Chair of the Victorian Managed Insurance Authority and Chair of the Australian Children’s Television Foundation. Helen has been a senior executive with two major financial services companies in Australia, National Australia Bank and Allianz Australia, where she was Deputy Managing Director. Helen has also worked at the highest levels of Commonwealth and Victorian Governments where her last role was Secretary of the Victorian Department of Premier & Cabinet. Helen holds a Bachelor of Economics with Honours, Master of Economics and Honorary Doctor of Laws, all from Monash University. Helen is a GAICD.
Helen is Chair of the Remuneration, Nomination and People Committee and a member of the Audit and Risk Committee.
In accordance with ASX Listing Rule 14.4, Helen Silver is seeking re-election. If she is not re-elected, Helen will retire as a director of the company. The Board may consider an alternative Director to be appointed, who will then seek election at the Company's next annual general meeting.
The Chair intends to vote all undirected proxies (where the Chair has been duly authorised to do so) in favour of this resolution.
The Directors, with Helen Silver abstaining, unanimously recommend shareholders vote in favour of this Resolution.
3. Remuneration Report
Section 250R(2) of the Corporations Act requires that the section of the Directors' Report dealing with the remuneration of KMP of the Company ( Remuneration Report ) be put to the vote of shareholders for adoption by way of a non-binding vote.
The purpose of the Remuneration Report is to describe PEXA’s approach to remuneration for Key Management Personnel (KMP) including Non-Executive Directors and to demonstrate the links between PEXA’s Remuneration Framework, business
strategy, performance, and reward. Shareholders can view the full Remuneration Report in the Annual Report which is available on the Investors page of the PEXA Group website at https://investors.pexa.com.au/investor-centre/?page=results-centre.
The Chair of the Meeting will give shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. A resolution that the Remuneration Report be adopted will then be put to the vote. The vote on this resolution is advisory only and does not bind the Directors or the Company. However, the Board will take the outcome of the vote and feedback from shareholders into account when reviewing the Company’s remuneration policies
The Chair intends to vote all undirected proxies (where the Chair has been duly authorised to do so) in favour of this resolution.
Noting that each Director has a personal interest in their own remuneration from the Company, as described in the Remuneration Report, the Board unanimously recommends that shareholders vote in favour of adopting the Remuneration Report.
4. Approval for grant of Performance Rights to Russell Cohen
ASX Listing Rule 10.14 requires shareholder approval for the acquisition of securities by a director under an employee incentive scheme. The proposed grants of Performance Rights to Russell Cohen, the Company’s Managing Director and Chief Executive Officer, in accordance with the PEXA Group Limited Equity Incentive Plan (Plan) falls within Listing Rule 10.14.1 and therefore requires the approval of shareholders under Listing Rule 10.14. Securities include shares and rights to acquire shares.
Approval is sought to grant Russell Cohen Performance Rights, and for the subsequent issue of securities on exercise of those Performance Rights, under the Plan as his FY25 and FY26 Long-Term Incentive (LTI) awards.
If Resolutions 4(a) and 4(b) are approved, the Company will be able to proceed with the grant to Russell Cohen of 81,592 Performance Rights in accordance with the terms of the Plan. Further, as shareholder approval under ASX Listing Rule 7.1 is not required for issues of securities that have received shareholder approval under Listing Rule 10.14, the grant of Performance Rights to Russell Cohen (and any subsequent acquisition of securities upon exercise of those Performance Rights) will not be included in the calculation of the Company’s placement capacity for the purposes of ASX Listing Rule 7.1.
The Board established the Plan in the lead up to the IPO to facilitate grants of equity to its executive leadership team and certain employees. A summary of the material terms of the Plan can be found in the annexure to this Notice of Meeting.
The Board has developed the LTI framework to grant awards under the Plan that will support the Company’s entrepreneurial, innovative, collaborative and high-performance culture, encourage superior business performance and link executive reward to the creation of shareholder value. The Company elects to issue Performance Rights because of share price alignment between the executive’s reward and the market value of shares held by ordinary shareholders without providing the executive with the full benefits of share ownership (e.g., dividends and voting rights) until the necessary performance conditions are met and, subject to Board discretion, the Performance Rights vest.
4(a) FY25 LTI Award
It is proposed that 18,726 Performance Rights be granted to Russell Cohen. representing his FY25 LTI opportunity, pursuant to the FY25-FY27 LTIP. The Performance Rights entitle Russell Cohen to receive shares, or a cash equivalent payment, as determined by the Board, subject to vesting conditions, including satisfaction of the performance hurdles, as set out below, over the period from 1 July 2024 to 30 June 2027 ( Performance Period ).
remuneration of $1,000,000 pro-rated for the period 31 March 2025 to 30 June 2025 for which Russell Cohen served as Group Managing Director and CEO, being $252,055, divided by the 10-day VWAP of shares for the period commencing on the second
trading day after the Company’s Annual Report for FY24 was released to the market ($13.4598). The Performance Rights will be granted for no consideration.
The Performance Rights will vest subject to achievement of performance conditions and subject to the exercise of any discretion applied by the Board under the terms of the Plan. There is no re-testing of the performance conditions. Any Performance Rights granted under this award that do not vest when tested at the end of the Performance Period will lapse. The performance conditions will be based on growth in Earnings Per Share ( EPS CAGR ) and relative total shareholder return ( Relative TSR ) as set out below:
EPS CAGR
50% of the award, being 9,363 Performance Rights, will be subject to underlying EPS compound annual growth rate hurdles. Underlying EPS is calculated by dividing the Company’s NPATA[1] by the undiluted weighted average number of shares on issue. EPS CAGR will be measured based on FY27 results compared to the adjusted FY24 audited results.[2] To not disincentivise executives from completing value-added strategies including acquisitions that are in the long-term interests of shareholders, the Board will remove the impact of acquisitions or capital raisings in the final 12 months of the Performance Period when determining EPS performance. Adjustments arising from these matters will be fully disclosed after testing.
The number of Performance Rights that vest will be determined as set out below:
| EPS CAGR | % of Performance Rights that vest |
|---|---|
| At or above 25% | 100% |
| Between 15% and 25% | Pro-rata vestngfrom 50% to 100% |
| At 15% | 50% |
| Below 15% | 0% |
Relative Total Shareholder Return (TSR)
50% of the award, being 9,363 Performance Rights, will be subject to hurdles based on the Company’s TSR relative to companies in the S&P/ASX 200 ( Comparator Group ).
The Relative TSR performance assessment will take into account changes in the Comparator Group during the performance period to ensure it remains valid for performance measurement purposes, for example, if one of the companies in the group ceases to be listed on the ASX during the Performance Period.
The number of Performance Rights that vest will be determined as set out below:
| Company’s TSR ranking compared to Comparator Group |
% of Performance Rights that vest |
|---|---|
| At or above the 75thpercentle |
100% |
Between the 50thpercentle and 75thpercentle |
Pro-rata vestngfrom 50% to 100% |
At the 50thpercentle |
50% |
Below 50thpercentle |
0% |
4(b) FY26 LTI Award
It is proposed that 62,866 Performance Rights be granted to Russell Cohen representing his FY26 LTI opportunity pursuant to the FY26-FY28 LTIP.. Performance Rights entitle Russell Cohen to receive shares, or a cash equivalent payment, as determined by the Board, subject to vesting conditions, including satisfaction of the performance hurdles, as set out below, over the period from 1 July 2025 to 30 June 2028 ( Performance Period ).
remuneration of $1,000,000, divided by the 10-day VWAP of shares for the period commencing on the second trading day
after the Company’s Annual Report for FY25 was released to the market ($15.9066). The Performance Rights will be granted for no consideration.
The Performance Rights will vest subject to achievement of performance conditions and subject to the exercise of any discretion applied by the Board under the terms of the Plan. There is no re-testing of the performance conditions. Any Performance Rights granted under this award that do not vest when tested at the end of the Performance Period will lapse. The performance conditions will be based on growth in Earnings Per Share ( EPS CAGR ) and relative total shareholder return ( Relative TSR ) as set out below:
EPS CAGR
50% of the award, being 31,433 Performance Rights, will be subject to underlying EPS compound annual growth rate hurdles. Underlying EPS is calculated by dividing the Company’s NPATA[1] by the undiluted weighted average number of shares on issue. EPS CAGR will be measured based on FY28 results compared to the adjusted FY25 audited results.[2] To not disincentivise executives from completing value-added strategies including acquisitions that are in the long-term interests of shareholders, the Board will remove the impact of acquisitions or capital raisings in the final 12 months of the Performance Period when determining EPS performance. Adjustments arising from these matters will be fully disclosed after testing.
The number of Performance Rights that vest will be determined as set out below:
| EPS CAGR | % of Performance Rights that vest |
|---|---|
| At or above 20% | 100% |
| Between 10% and 20% | Pro-rata vestngfrom 50% to 100% |
| At 10% | 50% |
| Below 10% | 0% |
Relative Total Shareholder Return (TSR)
50% of the award, being 31,433 Performance Rights, will be subject to hurdles based on the Company’s TSR relative to companies in the S&P/ASX 200 ( Comparator Group ).
The Relative TSR performance assessment will take into account changes in the Comparator Group during the performance period to ensure it remains valid for performance measurement purposes, for example, if one of the companies in the group ceases to be listed on the ASX during the Performance Period.
The number of Performance Rights that vest will be determined as set out below:
| Company’s TSR ranking compared to Comparator Group |
% of Performance Rights that vest |
|---|---|
| At or above the 75thpercentle |
100% |
Between the 50thpercentle and 75thpercentle |
Pro-rata vestngfrom 50% to 100% |
At the 50thpercentle |
50% |
Below 50thpercentle |
0% |
Further information for 4(a) and 4(b)
ASX Listing Rule 10.14 provides that a listed company may only permit a director to acquire securities under an employee incentive scheme where the acquisition by the director has been approved by an ordinary resolution of shareholders.
The following additional information is provided pursuant to ASX Listing Rule 10.15:
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Russell Cohen is a director of the Company and therefore falls within Listing Rule 10.14.1 such that shareholder approval is required for Russell Cohen to acquire securities under an employee incentive scheme.
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The number of Performance Rights for which approval is sought is 81,592.
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The Company has deemed the value of the Performance Rights under the FY25 LTI as being $252,055, being equivalent to the total number of Performance Rights proposed to be granted, multiplied by the 10-day VWAP of shares for the period commencing on the second trading day after the Company’s Annual Report for FY24 was released to the market ($13.4598).
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The Company has deemed the value of the Performance Rights under the FY26 LTI as being $1,000,000, being equivalent to the total number of Performance Rights proposed to be granted, multiplied by the 10-day VWAP of shares for the period commencing on the second trading day after the Company’s Annual Report for FY25 was released to the market ($XX.XX).
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There is no loan proposed in relation to the proposed grant of Performance Rights to Russell Cohen.
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The Performance Rights will be allocated at no cost to Russell Cohen and the Board has determined that no amount is payable on exercise of vested Performance Rights.
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Performance Rights are an entitlement to receive an ordinary share for nil consideration on satisfaction of specified performance conditions. Adjustments may be made to the number of shares that Russell Cohen would be entitled to receive on exercise of Performance Rights in the event of a bonus issue or pro-rata issue to holders of shares or a reorganisation of capital, subject to the ASX Listing Rules and all applicable laws. The Board has the discretion to settle vested Performance Rights with a cash equivalent payment on exercise.
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Performance Rights will not be quoted on the ASX and do not carry any voting rights or right to dividends.
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Performance Rights will be granted to Russell Cohen as soon as practicable after the AGM, but in any event within 12 months of the AGM (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules).
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The details of Russell Cohen’s current remuneration package are set out below: – Fixed annual remuneration, including superannuation (FAR): $1,000,000
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Maximum Short-Term Incentive: 140% of FAR
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Maximum Long-Term Incentive: 100% of FAR
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Total maximum remuneration opportunity: $3,400,000
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has been satisfied.
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Russell Cohen has not been granted any Performance Rights under the Plan.
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A summary of the material terms of the Plan can be found in the annexure to this Notice of Meeting.
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Performance Rights, and the subsequent entitlement to an ordinary share if the relevant performance measures are achieved, are used as they directly link executive reward with the creation of shareholder value by:
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linking the reward of KMP with the achievement of strategic goals and long-term performance of the Company;
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providing greater incentive for KMP to focus on the Company’s long term goals; – providing KMP with the opportunity to share in future growth in value of the Company; and
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aligning the interests of KMP with the interest of shareholders.
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Details of any Performance Rights issued under the Plan will be published in the Company’s Annual Report relating to the period in which they were issued, along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14.
Any additional persons covered by Listing Rule 10.14, who become entitled to participate in an issue of securities under the scheme after resolutions 4(a) and 4(b) are approved and who were not named in this Notice of Meeting, will not participate in the scheme until approval is obtained under Listing Rule 10.14.
If these resolutions are not approved by shareholders, the proposed grants will not proceed. In such circumstances, issues may arise in regard to the total remuneration package of Russell Cohen and the alignment of rewards between Russell Cohen and the other senior executives in the Company. The Board would need to consider alternative remuneration arrangements, which are consistent with the Company's remuneration principles, including providing an equivalent cash long term incentive subject to the risk of forfeiture, performances conditions and performance period as outlined above.
Footnotes:
1 NPATA is net profit after tax and after adding back tax-effected amortisation of acquired intangible assets. The Board considers NPATA to be a fair reflection of the Company’s after-tax profitability as it excludes the impact of non-cash amortisation of acquired intangibles
2 FY24 reported NPATA is based on statutory audited results, then removing one-off charges relating to the write down of certain tax assets in FY24.
The Chair of the Meeting intends to vote all available proxies in favour of these resolutions.
The Directors, with Russell Cohen abstaining, unanimously recommend shareholders vote in favour of these Resolutions.
Accessing Information on PEXA Group
Investor Centre
Visit the Investor Centre at au.investorcentre.mpms.mufg.com and login to your portfolio to:
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view your shareholding
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review and update your contact details, payment instructions and communication preferences
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access all your securities in one portfolio by setting up a personal account
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make online enquiries
You can also contact PEXA Group’s share registry via:
Email: [email protected]
Phone: 1300 554 474
Mail: Locked Bag A14 Sydney South NSW 1235 Australia
Reports
PEXA Group's Annual Report can be viewed or downloaded at https://www.pexa-group.com/investor-centre/reports.
Annexure 1:
Summary of material terms of the PEXA Group Ltd Equity Incentive Plan
The object of the PEXA Group Ltd Equity Incentive Plan (Plan) is to:
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(a) align the interests of Eligible Employees with those of shareholders;
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(b) provide incentives to attract, retain and/or motivate Eligible Employees in the interests of the Company; and
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(c) provide Eligible Employees with the opportunity to acquire Equity Securities, and ultimately shares, in accordance with the Plan Rules the terms of the Offer under which a grant of Equity Securities is made.
A summary of the terms of the Plan are outlined below. Capitalised terms in this section refer to definitions in the Plan Rules.
Grant of Equity Securities: The Board has discretion to grant Equity Securities to Eligible Employees on the terms of the Plan and such additional terms and conditions that the Board determines. Unless the Board determines otherwise, no payment is required for the grant of Equity Securities under the Plan.
Eligible Employee: The eligible participants under the Plan are employees of the Company (including Directors) or other persons who are determined by the Board to be eligible participants for the purposes of the Plan. In accordance with the Listing Rules, prior securityholder approval will be required before any Director or related party can participate in the Plan and be granted Equity Securities.
Information to be provided: The Board will advise each Eligible Employee of the following minimum information regarding Equity Securities at the time of making an Offer:
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(a) the type or types of Equity Securities being offered;
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(b) the number or maximum value of Equity Securities being offered, or the method for determining the number or maximum value;
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(c) the number of Shares that will be issued or transferred on exercise of Performance Rights or Options or the formula for determining the number of Shares to be issued or transferred on exercise of the Performance Rights or Options;
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(d) any applicable Conditions;
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(e) the time or times at which Equity Securities may vest;
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(f) the amount that will be payable upon exercise of a Performance Right or Option, if any, or the method for calculating that amount;
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(g) the period or periods during which Performance Rights or Options may be exercised and the procedure for exercising the Performance Rights or Options;
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(h) the date, time and circumstances when Performance Rights or Options lapse;
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(i) the circumstances in which Shares allocated to the Eligible Employee (including Restricted Shares) may be forfeited; and
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(j) any other relevant terms and conditions attaching to Equity Securities held under the Plan, including any Disposal Restrictions or forfeiture conditions.
Title to Equity Securities: Unless the Board determines otherwise, Equity Securities may only be registered in the name of a Participant. Equity Securities granted under, and subject to, the Plan Rules are only transferable with the consent of the Board or by a court of law. Where a Participant purports to transfer Equity Securities other than in accordance with the Plan Rules, the Equity Security immediately lapses or is forfeited unless the Board determines otherwise.
Prohibition against hedging : A participant in the Plan must not enter into any scheme, arrangement or agreement (including options and derivative products) under which the economic benefit to be derived from Equity Securities that remain subject to the Plan Rules are affected, otherwise the Equity Securities will immediately lapse or be forfeited.
Vesting and lapse of Performance Rights and Options: Subject to Board discretion, cessation of employment, fraud or dishonesty, reorganisations and divestments, change of control and Board powers, a Performance Right or Option granted under the Plan will not vest unless the conditions advised to the Participant have been satisfied. The Board may, in its discretion, determine that a Performance Right or Option vests prior to the date specified by the Board.
Subject to the Board’s overriding discretion, an unvested Performance Right or Option granted to a Participant will lapse upon the earliest to occur of:
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(a) the date specified by the Board;
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(b) any event relating to title of the rights, cessation of employment, fraud or dishonesty, reorganisations and divestments or change of control;
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(c) failure to meet the Conditions; or
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(d) the fifteenth anniversary of the date the Performance Right or Option was granted.
Cessation of restrictions and forfeiture of Restricted Shares: Subject to any express rule to the contrary, a Share only ceases to be a Restricted Share where the Conditions advised to the Participant by the Board have been satisfied or otherwise waived by the Board, and the Company notifies the Participant that the restrictions in respect of the Restricted Share have ceased or no longer apply.
Subject to the Board’s overriding discretion, a Restricted Share will be forfeited upon the earliest to occur of:
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(a) the Restricted Share being forfeited in accordance with a provision of the Plan Rules;
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(b)
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the failure to meet a Condition applicable to the Restricted Share; or
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(c) the receipt by the Company of a notice in writing from a Participant to the effect that the Participant has elected to surrender the Restricted Share.
Satisfaction of vested Performance Rights and Options: The Board will from time to time determine whether the Company will, with respect to each Performance Right or Option that is exercised:
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a) issue or procure the transfer to:
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i. the Participant (or his or her personal representative); or
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ii. a trustee who is to hold Shares on behalf of the Participant,
of the number of Shares (including fractions of a Share) to which the Participant is entitled in respect of each Performance Right or Option as outlined in the Offer which may include a formula for calculating the relevant number of Shares ( Equity Settled ); or
- b) pay a cash amount equivalent to the market price of a Share on the vesting date multiplied by the number of Securities contemplated in the grant or invitation, less the amount of Exercise Price, if applicable, in full satisfaction of the Shares that would otherwise have been allocated on exercise of the Performance Rights or Options ( Cash Settled ).
Ranking of Shares: All Shares issued under the Plan will rank equally in all respects with other Shares for the time being on issue, except with regard to any rights attaching to such other Shares by reference to a record date prior to the date of allocation of those Shares.
Listing on ASX: The Company will apply for quotation of Shares issued under the Plan within the period required by ASX .
Transfer restrictions: The Board may, in its discretion, impose any trading or other restrictions in respect of Shares issued or transferred on the exercise of Performance Rights or Options. The Board must provide a Participant with details of any such restrictions at the time of Offer. The Board may implement any procedure it considers appropriate to restrict a Participant from trading in Shares while they remain subject to the Plan Rules including, without limitation, imposing a holding lock on the Shares or arranging for the Shares to be held on trust.
Cessation of employment: Where a Participant holding unvested Equity Securities ceases to be an employee of the Company, those Equity Securities immediately lapse or are forfeited unless the Offer prescribes a treatment other than the immediate lapse or forfeiture of unvested Equity Securities. Notwithstanding this, where a Participant holding unvested Equity Securities ceases to be an employee of the Company, the Board may, in its discretion, determine the treatment of those unvested Equity Securities.
Forfeiture of Shares including Restricted Shares subject to disposal restrictions: The Board may, at its discretion, determine that a Participant will forfeit his or her interest in any Shares that are allocated to the Participant, subject to disposal restrictions, if, during such restriction period, the Participant:
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(a) resigns;
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(b) is dismissed for cause; or
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(c) is terminated in circumstances that, in the opinion of the Board, involve a failure by the Participant to meet acceptable performance requirements in connection with his or her employment.
For the purposes of this Plan, a Participant will only be treated as ceasing employment when the Participant is no longer an employee of the Group.
Capital reorganisation: If:
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(a) Shares are issued pro rata to Shareholders generally by way of a bonus issue;
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(b) Shares are offered to Shareholders by way of a rights issue; or
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(c) any reorganisation (including a consolidation, subdivision, reduction or return) of the issued capital of the Company is effected, then:
the number of Shares to be delivered to each Participant in respect of each Equity Security (or other terms and conditions applicable to the Equity Securities, including any amount payable for the Shares) will be adjusted in the manner determined by the Board in order to minimise or eliminate any material advantage or disadvantage to the Participant.
Divestment of material business or subsidiary: Where the Company divests a business designated by the Board for this purpose as ‘material’, the Board may determine special rules that apply to Participants of that business in relation to the Equity Securities or Shares held pursuant to the Plan (and any other entitlements that may arise in relation to those Shares). Without limiting the Board’s discretion, such rules may include:
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(a) varying the Conditions applying to the Participant’s Equity Securities to take into account the divestment of the business; and
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(b) deeming that the Participant remains a Group employee for a specified period.
Takeover bid or scheme of arrangement: If an Event occurs prior to Equity Securities vesting then the Board may, in its absolute discretion, determine whether:
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(a) some or all unvested Equity Securities vest, lapse, or be forfeited (whether subject to Conditions or not); or
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(b) some or all of the unvested Equity Securities remain subject to the applicable Conditions (or substitute Conditions),
having regard to any matter the Board considers relevant, including, without limitation, the circumstances of the Event, the extent to which the applicable Conditions have been satisfied and/or the proportion of the period that has elapsed from grant to the date of the Event.
If an Event occurs after Equity Securities vest, all Shares including Restricted Shares that remain subject to a disposal restriction under the Plan will be released from restriction.
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“An Event” is defined as having occurred where:
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(a) in the case of a Takeover Bid, a person who previously had voting power in the Company of less than 50% obtains voting power of more than 50%; or
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(b) a Takeover Bid is made for the Company and the bid is declared unconditional at a time prior to the bidder being entitled to 50% of the issued Shares; or
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(c) a court convenes a meeting of Shareholders to be held to vote on a proposed scheme of arrangement pursuant to which control of the majority of Shares may change; or
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(d) any transaction or event is proposed that, in the opinion of the Board, may result in a person becoming entitled to exercise control over the Company.
Acquisition of shares in another company: If a company (the Acquiring Company ) obtains control of the Company and each of the Company, the Acquiring Company and the Participant agree, then a Participant may be provided with shares in the Acquiring Company (or its parent or subsidiary) in substitution for Equity Securities, on substantially the same terms and conditions as the Equity Securities, but with appropriate adjustments to the number and kind of shares the subject of the Equity Securities.
Amendment of the Plan Rules: The Board may at any time, amend, add to, vary, omit from or substitute any of the Plan Rules, provided that any such amendment may not materially reduce or otherwise prejudicially affect the rights attaching to the Equity Securities granted or the Shares issued or transferred (as applicable) pursuant to, and still subject to, the Plan, other than an amendment introduced primarily:
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(a) for the purpose of complying with or conforming to present or future State, Commonwealth, or relevant foreign jurisdiction legislation;
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(b) to correct any manifest error or mistake; or
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(c) to take into consideration possible adverse tax implications for the Company or the Participant arising from, amongst other things, adverse rulings from the Commissioner of Taxation, changes to tax legislation (including an official announcement by the Commonwealth of Australia) and/or changes in the interpretation of tax legislation by a court or tribunal of competent jurisdiction.
Board powers: The Board has absolute and unfettered discretion in exercising any power or discretion concerning the Plan.
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Online Meeting Guide
Before you begin
Ensure your browser is compatible. Check your current browser by going to the website: whatismybrowser.com
Supported browsers are:
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Chrome – Version 44 & 45 and after
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Edge – 92.0 and up
To attend and vote you must have your shareholder number and postcode.
Appointed Proxy: Your proxy number will be provided by MUFG before the meeting.
Please make sure you have this information before proceeding.
Online Meeting Guide
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Step 1
Open your web browser and go to https://meetings.openbriefing.com/PXA25
Step 2
Log in to the portal using your full name, mobile number and email address, and participant type
Please read and accept the terms and conditions before clicking on the ‘Register and Watch Meeting’ button.
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On the left – a live webcast of the Meeting starts automatically once the meeting has commenced. If the webcast does not start automatically please press the play button and ensure the audio on your computer or device is turned on.
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On the right – the presentation slides that will be addressed during the Meeting
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At the bottom – buttons for ‘Get a Voting Card’, ‘Ask a Question’ and a list of company documents to download
1. Get a Voting Card
To register to vote – click on the ‘Get a Voting Card’ button.
This will bring up a box which looks like this.
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If you are an individual or joint shareholder you will need to register and provide validation by entering your shareholder number and postcode.
If you are an appointed Proxy, please enter the Proxy Number issued by MUFG in the PROXY DETAILS section. Then click the ‘SUBMIT DETAILS AND VOTE’ button.
Once you have registered, your voting card will appear with all of the resolutions to be voted on by shareholders at the Meeting (as set out in the Notice of Meeting). You may need to use the scroll bar on the right hand side of the voting card to view all resolutions.
Shareholders and proxies can submit a either Full Vote or Partial Vote.
Note: If you close your browser, your session will expire and you will need to re-register. If using the same email address, you can request a link to be emailed to you to log back in.
2 • Online Meeting Guide
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Full Votes
To submit a full vote on a resolution ensure you are in the ‘Full Vote’ tab. Place your vote by clicking on the ‘For’ , ‘Against’ , or ‘Abstain’ voting buttons.
Partial Votes
To submit a partial vote on a resolution ensure you are in the ‘Partial Vote’ tab. You can enter the number of votes (for any or all) resolution/s. The total amount of votes that you are entitled to vote for will be listed under each resolution. When you enter the number of votes it will automatically tally how many votes you have left.
Note: If you are submitting a partial vote and do not use all of your entitled votes, the un-voted portion will be submitted as No Instruction and therefore will not be counted.
Once you have finished voting on the resolutions scroll down to the bottom of the box and click on the ‘Submit Vote’ or ‘Submit Partial Vote’ button.
Note: You can close your voting card without submitting your vote at any time while voting remains open. Any votes you have already made will be saved for the next time you open up the voting card. The voting card will appear on the bottom left corner of the webpage. The message ‘Not yet submitted’ will appear at the bottom of the page.
You can edit your voting card at any point while voting is open by clicking on ‘Edit Card’ . This will reopen the voting card with any previous votes made.
Online Meeting Guide • 3
continued Online Meeting Guide
2. How to ask a question
Note: Only verified Shareholders, Proxyholders and Corporate Representatives are eligible to ask questions.
If you have yet to obtain a voting card, you will be prompted to enter your shareholder number and postcode or proxy details before you can ask a question. To ask a question, click on the ‘Ask a Question’ button either at the top or bottom of the webpage.
2a. How to ask a written question
The ‘Ask a Question’ box will pop up and you have the option to type in a written question of ask an audio question over the phone line.
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In the ‘Regarding’ section click on the drop down arrow and select the category/resolution for your question.
Click in the ‘Question’ section and type your question and click on ‘Submit’.
A ‘View Questions’ box will appear where you can view your questions at any point. Only you can see the questions you have asked.
If your question has been answered and you would like to exercise your right of reply, you can submit another question.
Note, the company will do their best to address all questions.
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2b. How to ask an audio question
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Step 1
Click on ‘Go to Web Phone’
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Step 2
Type in your name and hit the green call button. You will then be in the meeting and able to listen to proceedings.
4 • Online Meeting Guide
Step 3
A box will pop up with a microphone test. Select ‘Start Call’
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Step 4
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You are now in the meeting (on mute) and will be able to listen to proceedings.
When the Chair calls for questions or comments on each item of business, press 1 on the keypad on your screen for the item of business that your questions or comments relates to. if at any time you no longer wish to ask a question or make a comment, you can lower your hand by pressing 2 on the keypad.
Step 6
Your line will be muted once your question or comment has been asked / responded to
Step 7
You can hang up and resume watching the meeting via the online platform. If you would like to ask a question on another item of business, you can repeat the process above.
Please ensure you have muted the webcast audio.
3. Downloads
View relevant documentation in the Downloads section.
4. Voting closing
Voting will end 5 minutes after the close of the Meeting.
At the conclusion of the Meeting a red bar with a countdown timer will appear at the top of the Webcast and Slide screens advising the remaining voting time. If you have not submitted your vote, you should do so now.
Once voting has been closed all submitted voting cards cannot be changed.
Step 5
When it is time to ask your question or make your comment, the moderator will introduce you to the meeting. Your line will be unmuted and you will be prompted to speak. If you have also joined the Meeting online, please mute your laptop, desktop, tablet or mobile device before you speak to avoid technical difficulties for you and other shareholders.
Contact us
Australia T +61 1800 990 363
MUFG0004.D SVWQ 01/25 ISS11
LODGE YOUR VOTE / PROXY FORM
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ABN 23 629 193 764
ONLINE
https://au.investorcentre.mpms.mufg.com
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BY MAIL
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PEXA Group Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14
Sydney South NSW 1235 Australia
BY FAX (PROXY FORM ONLY) +61 2 9287 0309
- BY HAND (PROXY FORM ONLY) 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
VOTING/PROXY FORM I/We being a member(s) of PEXA Group Limited and entitled to attend and vote hereby appoint: A VOTE DIRECTLY OR B APPOINT A PROXY the Chairman OR if you are NOT elect to lodge my/our appointing the Chairman of Name of the Meeting vote(s) directly (mark box) (mark box) the Meeting as your proxy, please write the name and email of the person or in relation to the Annual General body corporate you are Email Meeting of the Company to be appointing as your proxy held at 10:00am (AEDT) on or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of Thursday, 13 November 2025, the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following and at any adjournment or directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at postponement of the Meeting. the Annual General Meeting of the Company to be held at 10:00am (AEDT) on Thursday, 13 November 2025 (the Meeting ) and at any postponement or adjournment of the Meeting. You should mark either “for” or The Meeting will be conducted as a hybrid event. You can participate by attending in person at “against” for each item. Do not The Event Centre, Tower 2, Level 5, 727 Collins Street, Melbourne, VIC, 3008 or logging in online at mark the “abstain” box. https://meetings.openbriefing.com/PXA25 (refer to details in the Virtual Meeting Online Guide). Important for Items 3 & 4: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Items 3 & 4, even though the Items are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS 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 Director – Helen Silver 4b Approval for grant of 62,866 Performance Rights to Russell Cohen 3 Remuneration Report 4a Approval for grant of 18,726 Performance Rights to Russell Cohen
* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the required majority.
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
| Shareholder 1 (Individual) Sole Director and Sole Company Secretary |
Joint Shareholder 2 (Individual) Director/Company Secretary (Delete one) |
Joint Shareholder 3 (Individual) 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).
PXA PRX2501N
HOW TO COMPLETE THIS SHAREHOLDER VOTING/PROXY FORM
YOUR NAME AND ADDRESS
CORPORATE REPRESENTATIVES
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.
If a representative of the corporation is to attend the Meeting the appropriate “Appointment of Corporate Representative” form must be received prior to admission in accordance with the Notice of 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.
VOTING UNDER BOX A
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 10:00am (AEDT) on Tuesday, 11 November 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 Chairman of the Meeting as your proxy.
Custodians and nominees may, with the Share Registrar’s consent, identify on valid for the scheduled Meeting. the Voting/Proxy 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, your attendance ONLINE will cancel your direct vote. https://au.investorcentre.mpms.mufg.com The Chairman’s decision as to whether a direct vote is valid is conclusive. Login to the Investor Centre using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your proxy. VOTING UNDER BOX B – APPOINTMENT OF PROXY To use the online lodgement facility, shareholders will need their If you wish to appoint the Chairman of the Meeting as your proxy, mark the box “Holder Identifier” - Securityholder Reference Number (SRN) or Holder in Step 1. If you wish to appoint someone other than the Chairman of the Meeting Identification Number (HIN) - and postcode for their shareholding. as your proxy, please write the name and email of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company. BY MOBILE DEVICE QR Code Our website is designed specifically for lodging DEFAULT TO CHAIRMAN OF THE MEETING proxies online. You can now lodge your proxy Any directed proxies that are not voted on a poll at the Meeting will default to the by scanning the QR code adjacent or enter the Chairman of the Meeting, who is required to vote those proxies as directed. Any following link undirected proxies that default to the Chairman of the Meeting will be voted https://au.investorcentre.mpms.mufg.com into according to the instructions set out in this Voting/Proxy Form, including where your mobile device. Log in using the Holder the Items are connected directly or indirectly with the remuneration of KMP. Identifier and postcode for your shareholding. VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT To scan the code you will need a QR code reader application which You may direct your proxy how to vote by placing a mark in one of the boxes can be downloaded for free on your mobile device. opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted BY MAIL on any item by inserting the percentage or number of shares you wish to vote in PEXA Group Limited the appropriate box or boxes. If you do not mark any of the boxes on the items of C/- MUFG Corporate Markets (AU) Limited business, your proxy may vote as he or she chooses. If you mark more than one Locked Bag A14 box on an item your vote on that item will be invalid. Sydney South NSW 1235 APPOINTMENT OF A SECOND PROXY Australia You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Voting/Proxy BY FAX (PROXY FORM ONLY) Form may be obtained by telephoning the Company’s share registry or you may +61 2 9287 0309 copy this form and return them both together. To appoint a second proxy you must: BY HAND (PROXY FORM ONLY) (a) on each of the first Voting/Proxy Form and the second Voting/Proxy Form state delivering it to MUFG Corporate Markets (AU) Limited Parramatta Square 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 Level 22, Tower 6 that each proxy may exercise, each proxy may exercise half your votes. 10 Darcy Street Fractions of votes will be disregarded; and Parramatta NSW 2150 (b) return both forms together. SIGNING INSTRUCTIONS during business hours Monday to Friday (9:00am - 5:00pm) You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder 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 registry. If you have not previously lodged this document for notation, 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 indicate the office held by signing in the appropriate place.