PLAYSIDE STUDIOS LIMITED — AGM Information 2023

Oct 19, 2023

20 October 2023

Dear Shareholder,

Annual General Meeting

On behalf of the Board of Directors of PlaySide Studios Limited (Company), you are invited to the Company's Annual General Meeting (AGM) to be held at 2.30pm (Melbourne time) on Wednesday, 22 November 2023.

The Notice of AGM is available electronically at https://investor.playsidestudios.com/agm/

The Company is pleased to provide Shareholders the opportunity to either physically attend the meeting or participate in the Meeting through an online meeting platform powered by Link's virtual meeting platform, which will be available at https://meetings.linkgroup.com/PLY23

The Notice of AGM outlines the process for shareholders to ask questions and make comments at the AGM. Gerry Sakkas, Managing Director and CEO, and I will provide a brief presentation at the AGM before the formal items of business are considered, and we will endeavour to address as many of the more frequently raised relevant questions as possible during the course of the meeting.

Additional shareholder information and company announcements are available on the Company's website at https://www.playsidestudios.com/

For the purposes of ASX Listing Rule 15.5, the Company confirms that this document has been authorised for release to the market by the Chairman.

Yours sincerely

Cris Nicolli Non-Executive Chairman

PLAYSIDE STUDIOS LIMITED ACN 154 789 554 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 2.30pm AEDT

DATE: 22 November 2023

PLACE: This meeting is a hybrid meeting. Online at: https://meetings.linkgroup.com/PLY23 BDO, Collins Square, Tower Four Level 18, 727 Collins Street Melbourne, VIC, 3008

The business of the Meeting affects your shareholding and your vote is important.

This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7:00pm AEDT on 20 November 2023.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2023 together with the declaration of the Directors, the Director's report, the Remuneration Report and the auditor's report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

"That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's annual financial report for the financial year ended 30 June 2023."

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

A voting prohibition statement applies to this Resolution. Please see below.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MARK GOULOPOULOS

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purpose of clause 14.2 of the Constitution, Listing Rule 14.5 and for all other purposes, Mark Goulopoulos, a Director, retires by rotation, and being eligible, is re-elected as a Director."

4. RESOLUTION 3 – REPLACEMENT OF CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes."

5. RESOLUTION 4 – ADOPTION OF INCENTIVE PERFORMANCE RIGHTS PLAN

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Incentive Performance Rights Plan and for the issue of up to a maximum of 20,377,845 Performance Rights under that Plan, on the terms and conditions set out in the Explanatory Statement."

1

A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.

Voting Prohibition Statements

A vote on this Resolution must not be cast (in any capacity) by or on behalfof either of the following persons:
(a)a member of the Key Management Personnel, details of whoseremuneration are included in the Remuneration Report; or
(b)a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on thisResolution as a proxy if the vote is not cast on behalf of a person describedabove and either:
(a)the voter is appointed as a proxy by writing that specifies the waythe proxy is to vote on this Resolution; or
(b)the voter is the Chair and the appointment of the Chair as proxy:
(i)does not specify the way the proxy is to vote on thisResolution; and
expressly authorises the Chair to exercise the proxy even though thisResolution is connected directly or indirectly with the remuneration of amember of the Key Management Personnel.
A person appointed as a proxy must not vote, on the basis of thatappointment, on this Resolution if:(a) the proxy is either:(i)a member of the Key Management Personnel; or(ii)a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on thisResolution.However, the above prohibition does not apply if:(a) the proxy is the Chair; and
the appointment expressly authorises the Chair to exercise the proxy eventhough this Resolution is connected directly or indirectly with remunerationof a member of the Key Management Personnel.

Voting Exclusion Statements

In accordance with Listing Rule 14.11, the Company will disregard any votes cast in favour of the Resolution set out below by or on behalf of the following persons:

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as a 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 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.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Attending the Meeting online

In accordance with the new provisions of the Corporations Act, the Company will not be sending hard copies of the Notice of Meeting to shareholders unless a shareholder has previously made a valid election to receive such documents in hard copy. The Notice of Meeting can be viewed and downloaded from the link set out below.

https://investor.playsidestudios.com/agm/

The Company is pleased to provide Shareholders with the opportunity to attend and participate in the Meeting through an online meeting platform powered by Link Market's virtual meeting platform.

The Company strongly encourages Shareholders to lodge a directed proxy form prior to the Meeting. Shareholders can also ask questions before the meeting by logging on to their holding at www.linkmarketservices.com.au and selecting 'Ask Question' in the voting tab OR by sending questions to Darren Briggs darren@playsidestudios.com no later than 2.30pm (AEDT) on Monday 20 November 2023. However, votes and questions may also be submitted during the Meeting.

The Company will publish a Virtual Meeting Guide on the ASX and the Company's website in the week prior to the Meeting, outlining how Shareholders will be able to participate in the Meeting via the internet. Any shareholders who wish to attend the Meeting online should therefore monitor the Company's website and its ASX announcements for any updates about the Meeting.

Shareholders attending the Meeting virtually will be able to ask questions and the Company has made provisions for Shareholders who register their attendance before the start of the Meeting to also cast their votes on the proposed resolutions. The Directors strongly encourage all Shareholders to lodge a directed proxy form prior to the Meeting even if they are planning to attend the Meeting online.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 407 880 693.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

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 2023 together with the declaration of the Directors, the Directors' report, the Remuneration Report and the auditor's report.

The Company will not provide a hard copy of the Company's annual financial report to Shareholders unless specifically requested to do so. The Company's annual financial report is available on its website at www.playsidestudios.com.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company's annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company's remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors' report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

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 vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company's annual financial report for the most recent financial year) was approved, other than the managing director of the company, 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 of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company's previous 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 Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MARK GOULOPOULOS

3.1 General

Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mark Goulopoulos, who has served as a Director since 14 December 2011 and Mr Goulopoulos was last re-elected on 26 October 2021, retires by rotation and seeks re-election.

3.2 Qualifications and other material directorships

Mark is an experienced investment advisor and one of the co-founders of the Company. As Director of Corporate Strategy since the Company's inception, Mark has led and set corporate strategy for the business including the business model of utilising cash flow from fixed priced contracts to finance original IP development.

Mark has over 20 years' experience in equities markets and investment banking. He has originated, led, and advised on numerous financing transactions for both ASX listed and pre-IPO businesses across various industries.

Mark is a founding partner of Cumulus Wealth, a boutique wealth management firm founded in 2019. He was previously a Director of Wealth Management at Patersons Securities for over 10 years.

Mark holds a Bachelor of Commerce with a double major in accounting and finance from Monash University and a Graduate Diploma in Applied Finance and Investment from FINSIA. He is also a Master Practitioner Member (MSAFAA) of the Stockbrokers and Financial Advisers Association.

3.3 Independence

If re-elected the Board does not consider Mr Mark Goulopoulos will be an independent Director.

3.4 Board recommendation

The Board has reviewed Mr Mark Goulopoulos' performance since his appointment to the Board and considers that his skills and experience will continue to enhance the Board's ability to perform its role. Accordingly, the Board supports the re-election of Mr Mark Goulopoulos and recommends that Shareholders vote in favour of Resolution 2.

4. RESOLUTION 3 – REPLACEMENT OF CONSTITUTION

4.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of shareholders.

Resolution 3 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution (Proposed Constitution) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and Listing Rules.

This will incorporate amendments to the Corporations Act and Listing Rules since the current Constitution was adopted on 24 September 2020.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

• updating references to bodies or legislation which have been renamed (e.g. references to the Australian Settlement and Transfer Corporation Pty Ltd, ASTC Settlement Rules and ASTC Transfer); and
• expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the Company's website www.playsidestudios.com and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 407 880 693). Shareholders are invited to contact the Company if they have any queries or concerns.

4.2 Summary of material proposed changes

Employee Incentive Securities Plan (clause 2.4)

Under the new Division 1A of Part 7.12 of the Corporations Act, which came into effect on 1 October 2022, offers under an employee incentive plan that do not require a monetary payment (e.g., zero exercise price options or performance rights) can be issued without an issue cap. However, offers requiring a monetary payment (whether upon grant or upon exercise/vesting of the awards and issue of the underlying shares) must be accompanied by an 'ESS offer document' and must comply with an issue cap. The cap is set at 5% under the Corporations Act unless raised by a company's constitution. A company may include a higher issue cap in its constitution to allow for more than 5% of securities to be issued under the plan.

The Proposed Constitution has set the issue cap at 5%.

Minimum Securityholding (clause 3)

This Proposed Constitution now extends the minimum holding provisions to all securities as provided for under the Listing Rules. The clause previously only referred to shares.

Joint Holders (clause 9.8)

The ASX is considering replacement options for its Clearing House Electronic Subregister System (CHESS). Due to complexities with the solution design, there is no current go-live date. To ensure compliance with any replacement CHESS system, clause 9.8 of the Proposed Constitution provides that the number of registered joint holders of securities shall be as permitted under the Listing Rules and the ASX Settlement Operating Rules.

Capital Reductions (clause 10.2)

The Proposed Constitution now permits sales of unmarketable parcels to a sale nominee as part of a capital reduction.

Use of technology (clause 14)

The Proposed Constitution includes a new provision to permit the use of technology at general meetings (including wholly virtual meetings) to the extent permitted under the Corporations Act, Listing Rules and applicable law.

Partial (proportional) takeover provisions (new clause 37)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder's shares.

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

The Company adopted its existing Constitution by special resolution on 24 September 2020 (Existing Constitution). It is noted that Shareholder approval of new Constitution Clause 37 will not result in a change to the wording of clause 36 in the Company's Existing Constitution.

Information required by section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a Resolution to approve the proportional off-market bid is passed.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

Knowledge of any acquisition proposals

As at the date of this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

• (a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
• (b) assisting in preventing Shareholders from being locked in as a minority;
• (c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
• (d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

• (a) proportional takeover bids may be discouraged;
• (b) lost opportunity to sell a portion of their Shares at a premium; and
• (c) the likelihood of a proportional takeover bid succeeding may be reduced.

Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 3.

5. RESOLUTION 4 – ADOPTION OF INCENTIVE PERFORMANCE RIGHTS PLAN

5.1 General

Resolution 4 seeks Shareholder approval for the adoption of the employee incentive scheme titled "Incentive Performance Rights Plan" (Performance Rights Plan) and for the issue of up to a maximum of 20,377,845 Performance Rights under the Performance Rights Plan in accordance with Listing Rule 7.2 (Exception 13(b)).

The objective of the Performance Rights Plan is to attract, motivate and retain key employees and the Company considers that the adoption of the Performance Rights Plan and the future issue of Performance Rights under the Performance Rights Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme if, within three years before the date of issue of the securities, the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as exception to Listing Rule 7.1.

Exception 13(b) is only available if and to the extent that the number of equity securities issued under the scheme does not exceed the maximum number set out in the entity's noticeof meeting dispatched to shareholders in respect of the meeting at which shareholder approval was obtained pursuant to Listing Rule 7.2 (Exception 13(b). Exception 13(b) also ceases to be available if there is a material change to the terms of the scheme from those set out in the noticeof meeting.

If Resolution 4 is passed, the Company will be able to issue Performance Rights under the Performance Rights Plan to eligible participants over a period of 3 years. The issue of any Performance Rights to eligible participants under the Performance Rights Plan (up to the maximum number of Performance Rights stated in Section 0 below) will be excluded from the calculation of the number of equity securities that the Company can issue without Shareholder approval under Listing Rule 7.1.

For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule 10.14 in respect of any future issues of Performance Rights under the Plan to a related party or a person whose relationship with the company or the related party is, in ASX's opinion, such that approval should be obtained.

If Resolution 4 is not passed, the Company will be able to proceed with the issue of Performance Rights under the Performance Rights Plan to eligible participants, but any issues of Performance Rights will reduce, to that extent, the Company's capacity to issue equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the Performance Rights.

5.2 Technical information required by Listing Rule 7.2 (Exception 13)

Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is provided in relation to Resolution 4:

• (a) a summary of the key terms and conditions of the Performance Rights Plan is set out in Schedule 1;
• (b) the Company has issued 5,211,772 Performance Rights under the Performance Rights Plan since the Company was admitted to the Official List; and
• (c) the Company is seeking Shareholder approval to adopt the Plan to include the new terms and conditions required by Division 1A of Part 7.12 of the Corporations Act, which replaced the previous relief provided by ASIC Class Order 14/1000 (Employee Incentive Scheme); and

the maximum number of Securities proposed to be issued under the Performance Rights Plan, following Shareholder approval, is 20,377,845 Performance Rights. It is not envisaged that the maximum number of Securities for which approval is sought will be issued immediately.

GLOSSARY

$ means Australian dollars.

AEDT means Australia Eastern Daylight Time as observed in Melbourne, Victoria.

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ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (d) a spouse or child of the member;
• (e) a child of the member's spouse;
• (f) a dependent of the member or the member's spouse;
• (g) 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 dealing with the entity;
• (h) a company the member controls; or
• (i) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of 'closely related party' in the Corporations Act.

Company means Playside Studios Limited (ACN 154 789 554).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the Listing Rules of ASX.

Meeting means the meeting convened by the Notice.

Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2023.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a registered holder of a Share.

Variable A means "A" as set out in the formula in Listing Rule 7.1A.2.

SCHEDULE 1 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS PLAN

A summary of the material terms of the Company's Employee Incentive Performance Rights Plan (Plan) is set out below.

EligibleParticipant	Eligible Participantmeans a person that is a 'primary participant'(as that term is defined in Division 1A of Part 7.12 of the CorporationsAct) in relation tothe Company or an Associated Body Corporate(as defined in the Corporations Act)andhas been determined bythe Board to be eligible to participate in the Plan from time to time.
Purpose		The purpose of the Plan is to:
	(j)	assist in the reward, retention and motivation of EligibleParticipants;
	(k)	link the reward of Eligible Participants to Shareholder valuecreation;and
	(l)	aligntheinterestsofEligibleParticipantswithshareholdersoftheGroup(beingtheCompany and each of itsAssociatedBodiesCorporate),byprovidinganopportunity to Eligible Participants to receive an equityinterest in the Company in the form ofperformance rights(Performance Rights).
MaximumnumberofPerformanceRights	TheCompanywillnotmakeaninvitationunderthePlanwhichinvolves monetary considerationifthenumberofSharesthatmaybeissued, or acquired upon exercise of Performance Rights offeredunder an invitation, when aggregated with the number of Sharesissued or that may be issued as a result of all invitations under thePlanduring the 3 year period ending on the day of the invitation,will exceed 5% of the total number of issued Shares at the date oftheinvitation(unlesstheConstitutionspecifiesadifferentpercentageand subject to any limits approved by Shareholdersunder Listing Rule 7.2 Exception 13(b).
Plan administration	Participant	The Plan will be administered by the Board. The Board may exerciseany power or discretion conferred on it by the Plan rules in its soleand absolute discretion(except to the extent that it prevents therelyingonthedeferredtaxconcessionsunderSubdivision 83A-C of the Income Tax Assessment Act 1997(Cth)).The Board may delegate its powers and discretion.
Eligibility, invitationand application	TheBoardParticipantunder the Plan	mayfromtimetotimedeterminethatanEligiblemayparticipateinthePlanand make an invitation tothat Eligible Participant to apply for Performance Rights providedon such terms and conditions as the Boarddecides.
	part.	On receipt of an invitation, an Eligible Participant may apply for thePerformance Rights the subject of the invitation by sending acompleted application form to the Company. The Board mayaccept an application from an Eligible Participant in whole or in
	invitation.	If an Eligible Participant is permitted in the invitation, theEligibleParticipant may, by notice in writing to the Board, nominate a partyin whose favour the Eligible Participant wishes to renounce the

GrantofPerformance Rights	TheCompanywill,totheextentthatithasacceptedadulycompletedapplication,granttheParticipant therelevantnumberand typeofPerformance Rights,subjecttothetermsandconditionssetoutintheinvitation,thePlanrulesandanyancillarydocumentationrequired.
Rights attaching to	Prior to a Performance Right being exercised, the holder:
Performance Rights	(a)does not have any interest (legal, equitable or otherwise) inany Share the subject of the Performance Right other thanas expressly set out in the Plan;
	(b)is not entitled to receive notice of, vote at or attendameetingof the shareholdersof the Company;
	(c)is not entitled to receive any dividends declared by theCompany; and
	(d)is not entitled to participate in any new issue of Shares (seeAdjustment of Performance Rightssection below).
Restrictions ondealing withPerformance Rights	Performance Rights issued under the Plan cannot be sold,assigned, transferred, have a security interest granted over orotherwise dealt with unless in Special Circumstancesas definedunder the Plan (including in the case of death or total orpermanent disability of the holder) with the consent of the Board inwhich case the Performance Rights may be exercisable on termsdetermined by the Board.
	A holder must not enter into any arrangement for the purpose ofhedging their economic exposure to a Performance Right that hasbeen granted to them.
Vesting ofPerformance Rights	Any vesting conditions applicable to the Performance Rights will bedescribed in the invitation. If all the vesting conditions are satisfiedand/or otherwise waived by the Board, a vesting notice will be sentto the Participant by the Company informing them that therelevant Performance Rightshave vested. Unless and until thevesting notice is issued by the Company, the Performance Rightswill not be considered to have vested. For the avoidance of doubt,if the vesting conditions relevant toa Performance Right are notsatisfied and/or otherwise waived by the Board, that security willlapse.
Forfeitureof	Performance Rights will be forfeited in the following circumstances:
Performance Rights	(a)in the case of unvested Performance Rightsonly,where aParticipant acts fraudulently, dishonestly,negligently, incontravention of any Group policy or wilfully breaches theirduties to the Groupand the Board exercises its discretion todeem some or all of the Convertible Securities held by aParticipant to have been forfeited;
	(b)wherethere is a failure to satisfy the vesting conditions inaccordance with the Plan;
	(c)on thedate the Participant becomes insolvent; or
	(d)on the expiry date of the Performance Rights,
	subject to the discretion of the Board.

Restrictionperiodsand restrictionsontransfer ofSharesonexercise	If the invitation provides that any Shares issued upon the validexercise of a Performance Right are subject to any restrictions as tothe disposal or other dealing by a Participant for a period, theBoard may implement any procedure it deems appropriate toensure the compliance by the Participant with this restriction.
	Additionally, Shares issued on exercise of the Performance Rightsare subject to the following restrictions:
	(a)if the Company is required but is unable to give ASX anotice thatcomplies withsection 708A(5)(e) of theCorporationsAct,SharesissuedonexerciseofthePerformance Rights may not be traded until 12 months aftertheir issue unless the Company, at its sole discretion, electsto issue a prospectus pursuant to section 708A(11) of theCorporations Act;
	(b)all Shares issued on exercise of Performance Rightsaresubject to restrictions imposed by applicable law ondealinginSharesbypersonswhopossessmaterialinformationlikely to affect the value of the Shares andwhich is not generally available; and
	(c)all Shares issued on exercise of the Performance Rightsaresubject to the terms of the Company's Securities TradingPolicy.
Rights attaching toShareson exercise	All Shares issued upon exercise of Performance Rightswill rankequally in all respects with the then Shares of the Company.
Change of control	If a change of control event occurs (being an event which resultsin any person (either alone or together with associates) owningmore than 50% of the Company's issued capital), the Board may inits discretion determine the manner in which any or all of theholder's Performance Rightswill be dealt with, including, withoutlimitation, in a manner that allows the holder to participate inand/or benefit from any transaction arising from or in connectionwith the change of control event. The Board may specify in theInvitation how the Performance Rights will be treated on a changeof control event occurring, or the Board determining that suchevent is likely to occur, which may vary depending uponcircumstances in which the Participant becomes a leaver andpreserve some or all of the Board's discretion under this rule.
Participationinentitlementsand	Subject always to the rights under the following two paragraphs,
bonus issues	Participantswill not be entitled to participate in new issues ofcapital offered to holders of Shares such as bonus issues andentitlement issues.

Reorganisation	If there is a reorganisation of the issued share capital of theCompany (including any subdivision, consolidation, reduction,return or cancellation of such issued capital of the Company), therights of each Participant holding Performance Rightswill bechanged to the extent necessary to comply with the ASX ListingRules applicable to a reorganisation of capital at the time of thereorganisation.
Buy-Back	Subject to applicable law, the Company may at any time buyback Performance Rights and Shares issued upon exercise ofPerformance Rights in accordance with the terms of the Plan.
Employee ShareTrust	The Board may in its sole and absolute discretion use an employeeshare trust or other mechanism for the purposes of holdingPerformance Rights for holdersunder the Plan and deliveringShares on behalf of holders upon exercise of Performance Rights.
Amendment of Plan	Subject to the following paragraph, the Board may at any timeamend any provisions of the Plan rules, including (withoutlimitation) the terms and conditions upon which any PerformanceRightshave been granted under the Plan and determine that anyamendments to the Plan rules be given retrospective effect,immediate effect or future effect.
	No amendment to any provision of the Plan rules may be made ifthe amendment materially reduces the rights of any Participant asthey existed before the date of the amendment, other than anamendment introduced primarily for the purpose of complyingwith legislation or to correct manifest error or mistake, amongstother things, or is agreed to in writing by all Participants.
Plan duration	The Plan continues in operation until the Board decides to end it.The Board may from time to time suspend the operation of the Planfor a fixed period or indefinitely and may end any suspension. If thePlanisterminatedorsuspendedforanyreason,thatterminationorsuspensionmustnotprejudicetheaccruedrightsoftheParticipants.
	IfaParticipantandtheCompany(actingbytheBoard)agreeinwritingthatsomeorallofthePerformance Rightsgranted to thatParticipant are to be cancelled on a specified date or on theoccurrence of a particular event, then those Performance Rightsmay be cancelled in the manner agreed between the Companyand the Participant.
Income TaxAssessment Act	The Plan is a plan to which Subdivision 83A-C of the Income TaxAssessment Act 1997(Cth) applies (subject to the conditions in thatAct)except to the extent an invitation provides otherwise.

	LODGE YOUR VOTE
	ONLINEhttps://investorcentre.linkgroup.com
	 BY MAILPlaySide Studios LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235 Australia
	BY FAX+61 2 9287 0309
	BY HANDLink Market Services LimitedParramatta Square, Level 22, Tower 6,10 Darcy Street, Parramatta NSW 2150
	ALL ENQUIRIES TOTelephone: +61 1300 554 474

X99999999999

*X99999999999*

PROXY FORM

I/We being a member(s) of PlaySide Studios Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY

the Chairman of the Meeting (mark box)

OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy. An email will be sent to your appointed proxy with details on how to access the virtual meeting.

Name

Email

STEP 1or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:30pm (AEDT) on Wednesday, 22 November 2023 (the Meeting) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as a hybrid event. You can participate by attending in person at BDO, Collins Square, Tower Four, Level 18, 727 Collins Street, Melbourne VIC 3008 or logging in online at https://meetings.linkgroup.com/PLY23 (refer to details in the Virtual Annual General Meeting Online Guide). Important for Resolutions 1 & 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 Resolutions 1 & 4, even though the Resolutions 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

Resolutions

For Against Abstain*

STEP 2

STEP 3

2 Re-Election of Director – Mark Goulopoulos

3 Replacement of Constitution

1 Adoption of Remuneration Report

4 Adoption of Incentive Performance Rights Plan

* If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

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

PLY PRX2301N

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

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

*PLY PRX2301N*

YOUR NAME AND ADDRESS

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

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes 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 on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

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 Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

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

(b) return both forms together.

SIGNING INSTRUCTIONS

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.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting Virtually the appropriate "Certificate of Appointment of Corporate Representative" must be received at vote@linkmarketservices.com.au prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.

LODGEMENT OF A PROXY FORM

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:30pm (AEDT) on Monday, 20 November 2023, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

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

https://investorcentre.linkgroup.com

Login to the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

BY MOBILE DEVICE

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link https://investorcentre.linkgroup.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL

PlaySide Studios Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

+61 2 9287 0309

BY HAND

delivering it to Link Market Services Limited* Parramatta Square Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150

* During business hours (Monday to Friday, 9:00am–5:00pm)