PLENTI GROUP LIMITED — AGM Information 2021

Jul 19, 2021

20 July 2021 ASX Release

Notice of Annual General Meeting and Proxy Form

Plenti Group Limited (ASX:PLT) provides the attached Notice of Annual General Meeting and Proxy Form, which will shortly be dispatched to shareholders.

ENDS

Authorised for release by: the Board of Plenti Group Limited.

For more information please contact:

Daniel Foggo Chief Executive Officer shareholders@plenti.com.au Julia Lefort Head of Corporate Affairs julia.lefort@plenti.com.au 0415 661128

About Plenti

Plenti is a fintech lender, providing faster, fairer loans through smart technology.

We offer award-winning automotive, renewable energy and personal loans, delivered by proprietary technology, to help creditworthy borrowers bring their big ideas to life.

Since establishment in 2014, our loan originations have grown consistently, supported by diversified loan products, distribution channels and funding, and underpinned by our exceptional credit performance and continual innovation.

Plenti Group Limited

Notice of 2021 Annual General Meeting Explanatory Statement | Proxy Form

Contents

Letter from the Chairman	3
Notice of Annual General Meeting – Items of business	4
Notice of Annual General Meeting – Explanatory Statement	5
Important Information	12
Glossary	14
Annexure A – Nomination of Auditor	15
Proxy Form	Attached

24 August 2021 3:00pm AEST

This AGM will be held as a virtual meeting accessible online at https://us02web.zoom.us/webinar/ register/WN\_tFfeE21CS2CnYFF-d3LQKw.

Online registration will commence at 2:30pm.

Further instructions for attending the virtual meeting are provided within this Notice and in the Registration and Voting Guide available at https://www.automicgroup.com.au/virtual-agms/.

This Notice of Meeting 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.

Important Information for Shareholders about the Company's 2021 AGM

Given the significant health concerns attributed to the COVID-19 pandemic, and in the interests of public health and safety, the Company considers that it is appropriate to hold its 2021 AGM virtually. There will not be a physical meeting.

By the time this Notice is received by Shareholders, circumstances with respect to COVID-19 may have changed. Accordingly, in the event that it is necessary for the Company to provide an update in relation to how the AGM will be held or conducted, the Company will make an announcement on the ASX market announcements platform and on the Company's website at https://www.plenti.com.au/. Shareholders are urged to monitor the ASX announcements platform and the Company's website.

Letter from the Chairman

Dear Shareholders

On behalf of the Board of Plenti Group Limited, I am pleased to invite you to join the Annual General Meeting (AGM), which will be held on Tuesday 24 August at 3pm (AEST).

Given the significant health concerns attributed to the COVID-19 pandemic, and in the interests of public health and safety, the Company considers that it is appropriate to hold its 2021 AGM virtually. The meeting will be hosted online from Sydney, on the land of the Gadigal people of the Eora nation. There will not be a physical meeting.

Shareholders are urged to monitor the ASX announcements platform and the Company's website at https://www.plenti.com.au/ in the event that it is necessary for the Company to provide an update in relation to how the AGM will be held or conducted with regard to potential changing circumstances due to COVID-19.

Shareholders and proxyholders are able to participate in the AGM live online, where all questions and voting can be submitted in real time. I encourage the lodgement of proxy votes ahead of the meeting however, and similarly, Shareholders are able to submit their questions in advance. Further details regarding online participation in the AGM is set out on page 12 of this document.

The Notice of Meeting sets out the business that will be proposed at the AGM, with five key items in addition to the consideration of the financial statements and reports, and the adoption of the Remuneration Report. They are: the election of Susan Forrester as Director; a grant of share rights for Director and CEO Daniel Foggo; approval of future issue of securities; and the appointment of auditor Grant Thornton Audit Pty Ltd.

The Board, excluding the interested directors, recommends that members vote in favour of the proposed resolutions.

The results of the AGM will be available at www.plenti.com.au after the Meeting has concluded.

On behalf of the board, I look forward to welcoming you to Plenti's inaugural AGM.

Mary Ploughman Chairman

Notice of Annual General Meeting

Notice is given that the 2021 Annual General Meeting of Plenti Group Limited (ACN 643 435 492) (the Company) will be held at 3:00pm (AEST) on Tuesday, 24 August 2021 as a virtual meeting (Meeting or AGM).

The Explanatory Statement to this Notice of Meeting provides additional information on each item of business to be considered at the Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Items of business

Item 1 – Financial statements and reports

To receive and to consider the Annual Financial Report of the Company for the financial year ended 31 March 2021 together with the declaration of the Directors, the Directors' Report, the Remuneration Report and the Auditor's Report for that financial year.

Note: This item is for discussion only and is not a resolution.

Item 2 – Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report as contained in the Company's Annual Financial Report for the financial year ended 31 March 2021 be adopted.''

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

Item 3 – Election of Susan Forrester as Director

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"That Susan Forrester, a Director appointed by the Board and holding office until the next general meeting of the Company after her appointment in accordance with the Company's Constitution and ASX Listing Rule 14.4, be elected as a Director of the Company, effective immediately."

Item 4 – Approval of Issue of STI Share Rights to Daniel Foggo, Director & CEO of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the issue and allotment of 82,607 STI Share Rights to Daniel Foggo, Director & CEO of the Company, under the Company's Short Term Incentive Plan as described in the Explanatory Statement which accompanies and forms part of this Notice of Meeting be approved."

Item 5 – Approval of Issue of LTI Share Rights to Daniel Foggo, Director & CEO of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"That, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, the issue and allotment of 319,175 LTI Share Rights to Daniel Foggo, Director & CEO of the Company, under the Company's Long Term Incentive Plan as described in the Explanatory Statement which accompanies and forms part of this Notice of Meeting be approved."

Item 6 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

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

"That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting be approved.''

Item 7 – Appointment of Auditor

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

"That, for the purposes of section 327B(1) of the Corporations Act and for all other purposes, Grant Thornton Audit Pty Ltd ACN 130 913 594, having consented in writing to act as auditor of the Company, be appointed as auditor of the Company, effective immediately."

BY ORDER OF THE BOARD

Georgina Koch Company Secretary Level 5, 14 Martin Place Sydney NSW 2000, Australia 20 July 2021

Explanatory Statement

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Item 1 – Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 31 March 2021 together with the declaration of the Directors, the Director's Report, the Remuneration Report and the Auditor's Report (together, the Reports).

Shareholders may view the Reports on the Company's website at https://www.plenti.com.au/. To request a hard-copy of the Reports, contact the Share Registry by sending an email to hello@automic.com.au.

No resolution is required for this item, but Shareholders will be given a reasonable opportunity to ask questions and to make comments on the Reports, as well as the management and performance of the Company.

The Company's auditor will also be present at the Meeting and Shareholders will be given a reasonable opportunity to ask questions of the Company's auditor in relation to the:

• � Conduct of the audit;
• � Preparation and content of the Auditor's Report;
• � Accounting policies adopted by the Company in relation to the preparation of the financial statements; and
• � Independence of the auditor in relation to the conduct of the audit.

All questions for the Company's auditor must be received by 5:00pm on Tuesday, 17 August 2021. See "Important information" for further details on how to submit questions prior to the Meeting.

Item 2 – Adoption of Remuneration Report

In accordance with the Corporations Act, the Company is seeking the adoption of the Remuneration Report by Shareholders at the Meeting.

The Remuneration Report is set out in the Company's Annual Financial Report, which is available on the Company's website at https://www.plenti.com.au/. To request a hard copy of the Remuneration Report, contact the Share Registry by sending an email to hello@automic.com.au.

The Remuneration Report summarises the Company's approach to remuneration and the remuneration arrangements for directors and key management personnel (KMP), including the terms of the incentive arrangements in place for KMP.

The vote on this resolution is advisory only and does not bind the Directors or the Company. However the Directors will take the outcome of the vote into account when considering future remuneration policies.

Shareholders will be given a reasonable opportunity to ask questions about or make comments both prior to and during the Meeting on the Remuneration Report.

Voting exclusion

In accordance with the Corporations Act, the Company will disregard any votes cast on the resolution for Item 2:

• (a) by or on behalf of a member of the Company's KMP, whose remuneration details are included in the Remuneration Report (or their Closely Related Parties) in any capacity; and
• (b) as proxy by a person who is a member of the Company's KMP (or their Closely Related Parties) at the date of the Meeting,

unless the vote is cast by:

• (c) a person as proxy for a person entitled to vote on the resolution for Item 2 in accordance with the directions given to the proxy on the Proxy Form; or
• (d) the Chairman as proxy for a person entitled to vote on the resolution for Item 2, and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit, despite the fact that the resolution for Item 2 is connected with the remuneration of the Company's KMP.

If you appoint the Chairman of the Meeting as your proxy, and you do not direct your proxy how to vote on this item on the Proxy Form, you will be expressly authorising the Chairman to exercise your proxy on this resolution even though this resolution is connected directly or indirectly with the remuneration of a member of the KMP, which includes the Chairman.

Directors' recommendation

The Directors unanimously recommend that Shareholders vote in favour of adopting the Remuneration Report.

The Chairman intends to vote all available proxies in favour of this resolution.

Item 3 – Election of Susan Forrester as Director

Susan Forrester was appointed by the Board as a non-executive independent Director of the Company on 30 October 2020. At the Meeting, she will cease to hold office in accordance with article 20.4(b) of the Company's Constitution, and being eligible, offers herself for election as a Director of the Company.

The Company's Corporate Governance Statement sets out the mix of skills the Board values and its approach to renewal, appointment, induction and term of directors (accessible on the Company's website at https://www.plenti.com.au/). Using its skills matrix to guide decision making during the recruitment process, the Company appointed Susan Forrester to its Board (and subsequently as Chairman of the Audit and Risk Committee and as a member of the Nomination and Remuneration Committee). Comprehensive checks (including character, experience, education, criminal history and bankruptcy) were undertaken before her appointment. In addition, an assessment was undertaken of Susan's independence as against the requirements set out in the Board Charter and the independent criteria in the ASX Principles and Recommendations. The Board is satisfied that Susan is an independent Director.

Susan has extensive commercial, strategic and governance experience across a range of industries, including technology and financial services.

Susan's ASX-listed board experience includes her current positions as a non-executive chairman of Jumbo Interactive Limited (ASX:JIN), a non-executive director of Over the Wire Ltd (ASX:OTW), and a non-executive director of Viva Leisure Group (ASX:VVA).

Susan is a qualified lawyer, has an EMBA from the Melbourne Business School, and is a Fellow and Councillor of the Australian Institute of Company Directors. In 2019, Susan was awarded a Member in the General Division of the Order of Australia for significant services to business through her strategic and governance roles and for her advocacy for women.

The Board considers Susan Forrester's skills and extensive experience will complement and enhance the Board's decision making.

Directors' recommendation

The Directors (other than Susan Forrester) unanimously recommend that Shareholders vote in favour of this resolution.

The Chairman intends to vote all available proxies in favour of this resolution.

Items 4 and 5 – Approval of Issue of Incentive Securities to Daniel Foggo, Director & CEO of the Company

Background

Shareholder approval is sought to grant to the CEO, Daniel Foggo:

• (a) 82,607 STI Share Rights under the terms of the Company's Short-Term Incentive Plan (STIP) for FY21; and
• (b) 319,175 LTI Share Rights under the terms of the Company's Long-Term Incentive Plan (LTIP) for FY22.

The provision of an equity right ensures direct alignment with Shareholders and encourages executives to execute a business strategy that builds the value of the business over the longer term. It also aligns the Company's remuneration structure with that of its market competitors in order to attract, motivate, retain and reward key Company executives.

If Shareholders approve:

• (a) the resolution for Item 4, 82,607 STI Share Rights will be granted to Daniel Foggo; and
• (b) the resolution for Item 5, 319,175 LTI Share Rights will be granted to Daniel Foggo,

in each case, shortly after the AGM and in any event within 6 months of the date of the AGM.

Key terms of STI Share Rights

An overview of the key terms of the proposed grant of STI Share Rights to Daniel Foggo under the STIP is set out below.

Number of STI Share Rights

_____________________

Subject to Shareholder approval, Daniel Foggo will be granted 82,607 STI Share Rights under the STIP.

The number of STI Share Rights to be granted has been calculated by dividing $91,875 (which represents 75% of the CEO's STI opportunity for the September 2020 - March 2021 period1 ) by the volume weighted average price of the Company's shares in the 20 trading days up to and including 24 May 2021 (which was $1.1122).

The grant of the STI Share Rights is also subject to the satisfaction of certain performance thresholds at the Company level, which relate to the achievement of origination growth and cash NPAT levels by set thresholds. Further information on these performance measures is set out in the Company's FY21 Remuneration Report. The Board has determined that each of these have been satisfied in respect of the issue of the above STI Share Rights.

Date of grant

If Shareholder approval is obtained, the STI Share Rights will be granted immediately following the Meeting and in any event within 6 months of the date of the Meeting.

STI Share Rights

Daniel Foggo will not be eligible to receive any dividends on STI Share Rights until the rights vest and the Shares are allocated. STI Share Rights carry no right to any dividend equivalent amount on vesting. The STI Share Rights also do not carry any voting rights.

STI Share Rights are not transferable (except in limited circumstances or with the consent of the Board). The STI Share Rights do not confer any right to a return of capital, whether in a winding up or upon a reduction of capital and do not confer any right to participate in the surplus profit or assets of the Company upon a winding up. The STI Share Rights do not confer any right to participate in new issues of securities.

Entitlement and Vesting

Each STI Share Right will give Daniel Foggo a right to receive one ordinary share in the Company, subject to the Board's discretion, in the following tranches:

• (a) Tranche 1: 50% of the Share Rights will vest on 1 October 2021 (the first Vesting Period); and
• (b) Tranche 2: 50% of the Share Rights will vest on 1 July 2022 (the second Vesting Period).

There are no performance conditions that attach to the vesting of the STI Share Rights (other than in respect of the continued employment of the CEO, as set out further below).

Key terms of LTI Share Rights

An overview of the key terms of the proposed grant of LTI Share Rights to Daniel Foggo under the LTIP is set out below.

Number of LTI Share Rights

Subject to Shareholder approval, Daniel Foggo will be granted 319,175 LTI Share Rights under the LTIP.

The number of LTI Share Rights to be granted has been calculated by dividing $355,000 (being the CEO's LTI opportunity for FY22) by the volume weighted average price of the Company's shares in the 20 trading days up to and including 24 May 2021 (which was $1.1122).

Daniel Foggo has previously been issued 210,843 LTI Share Rights as set out in the Company's Annual Financial Report.

1 Further information on the CEO's remuneration package for FY21 is set out in the Company's FY21 Remuneration Report.

Date of grant

If Shareholder approval is obtained, the LTI Share Rights will be granted immediately following the Meeting and in any event within 6 months of the date of the Meeting.

No price is payable for the grant or conversion of the LTI Share Rights.

LTI Share Rights

Daniel Foggo will not be eligible to receive any dividends on LTI Share Rights until the rights vest and the Shares are allocated. LTI Share Rights carry no right to any dividend equivalent amount on vesting. The LTI Share Rights also do not carry any voting rights.

LTI Share Rights are not transferable (except in limited circumstances or with the consent of the Board). The LTI Share Rights do not confer any right to a return of capital, whether in a winding up or upon a reduction of capital and do not confer any right to participate in the surplus profit or assets of the Company upon a winding up. The LTI Share Rights do not confer any right to participate in new issues of securities.

Entitlement and Vesting

relevant Performance Period.

Each LTI Share Right will give Daniel Foggo a right to receive one ordinary share in the Company (or an equivalent cash value for the shares at the discretion of the Board), subject to the satisfaction of a compliance gateway condition, applicable performance and service conditions over the performance period, and the Board's discretion, in the following tranches:

(a) Tranche 1: 50% of the LTI Share Rights will vest shortly following the expiry of 2 years starting from 1 April 2021 (the first Performance Period); and

(b) Tranche 2: 50% of the LTI Share Rights will vest shortly following the expiry of 3 years starting from 1 April 2021 (the second Performance Period).

The vested Shares are not transferable (except in limited circumstances or with the consent of the Board).

(A) Compliance gateway condition

The "gateway" condition qualifies the vesting of the LTI Share Rights by requiring that the Board be satisfied that there has been no breach of the Company's Compliance Plan for the Plenti Lending Platform during the relevant LTI Share Period that results in a material financial loss to the Plenti group (i.e. over $5 million) or significant damage to the reputation of the Plenti group. The Board will determine the satisfaction of this condition in its absolute discretion.

(B) Other vesting conditions

The vesting of the LTI Share Rights is also subject to the satisfaction of the below Performance Hurdles and service condition:

• (a) Performance Hurdles: 50% of LTI Share Rights in each Tranche will be subject to the Performance Hurdles (set out below); and
• (b) Service Condition: 50% of LTI Share Rights in each Tranche will be subject to Daniel Foggo's continued employment with the Company until the vesting date for that tranche.

A summary of the Performance Hurdles is set out below.

Any LTI Share Rights that do not vest following testing will lapse.

Performance Hurdle	% of LTI Share Rights	Vesting Scale
Revenue growth Compound Annual Growth Rate(CAGR)	This applies to 20% of the LTIShare Rights (to which the	CAGR	LTI Share Rights thatvest (%)
This hurdle is tested by measuring the 'point-topoint' revenue compound annual growth rate(CAGR) achieved by the Company over the relevantPerformance Period, by comparing the Company'srevenue (total revenue before transaction costs) forthe final financial year of the relevant PerformancePeriod to "base year" revenue for the financial year	Performance Hurdle applies).	<25%	0%
		25%	50%
		<40% but>25%	Pro-rata vesting betweenthreshold and target
		>40%	100%
ended 31 March 2021.
Cost-to-income ratioThe cost-to-income hurdle is tested by determining thechange in the cost-to-income ratio of the Company'soperations over the relevant Performance Period, bycomparing the Company's cost-to-income ratio for thefinal financial year of the relevant Performance Periodto "base year" cost-to-income ratio for the financialyear ended 31 March 2021.	This applies to 20% of the LTIShare Rights (to which thePerformance Hurdle applies).	LTI Share Rights will only vest if there hasbeen an annual 5% reduction in the costto-income ratio between the base yearand the relevant Performance Period.
Strategic hurdlesThe strategic hurdle is tested through an assessmentof whether the Company has delivered on strategicobjectives as set out in the business strategy plan andannual business plan as approved by the Board for the	This applies to 10% of the LTIShare Rights (to which thePerformance Hurdle applies).	LTI Share Rights will only vest if the Boarddetermines that the relevant strategichurdles have been met.

Additional key terms for STI Share Rights and LTI Performance Rights

Cessation of employment

If Daniel Foggo ceases employment with the Company as a result of a termination for cause (including for gross misconduct), all unvested STI Share Rights will lapse.

In respect of the LTI Share Rights, if Daniel Foggo ceases employment with the Company:

• � as a result of termination for cause (including gross misconduct), all unvested LTI Share Rights will lapse;
• � for any other reason (including death, disability, redundancy, retirement and mutual agreement), Daniel Foggo will:
  • � forfeit a pro-rata portion of the unvested LTI Share Rights that are subject to the Service Condition based on the proportion of the relevant Performance Period that remains at the time that he ceases employment as determined by the Board; and
  • � retain the unvested LTI Share Rights that are subject to the Performance Hurdles. Whether these LTI Share Rights vest will depend upon an assessment of the performance conditions at the end of each Performance Period, unless otherwise determined by the Board.

However, the Board has discretion to determine that, in certain circumstances including in the event of the CEO's resignation, that a different treatment will apply to some or all of the unvested LTI Share Rights, including that they may be forfeited.

If the STI Share Rights or LTI Share Rights have vested but Daniel Foggo ceases employment with the Company before exercising these rights:

• (a) as a result of termination for cause (including gross misconduct), all vested STI Share Rights and LTI Share Rights will lapse; and
• (b) for any other reason (including death, disability, redundancy, retirement and mutual agreement), Daniel Foggo will be required to exercise all vested STI Share Rights and LTI Share Rights within 90 days of ceasing employment.

Clawback

_____________________

Where the Board considers that Daniel Foggo received inappropriate or unfair benefits in connection with the STI Share Rights or LTI Share Rights, including due to fraud, dishonesty, gross misconduct, breach of obligations or actions that bring the Company into disrepute, the Board may, in its absolute discretion, determine an appropriate treatment for the STI Share Rights or LTI Share Rights and/or shares allocated on vesting of the STI Share Rights or LTI Share Rights (including in some cases variation to or clawback of the STI Share Rights or LTI Share rights or the value of the vested shares).

Change of control or divestment of business

In the event of a change of control or the divestment of a business/ asset of the Company, the Board may exercise discretion to determine an appropriate treatment for the STI Share Rights or LTI Share Rights and/or shares allocated on vesting of the STI Share Rights or LTI Performance Rights, subject to compliance with law and the ASX Listing Rules.

Reorganisation of capital

In certain circumstances involving a reorganisation of share capital of the Company, the Board may adjust the number of Shares allocated on vesting of the STI Share Rights or LTI Share Rights to ensure no material advantage or disadvantage to Daniel Foggo, subject to the ASX Listing Rules.

CEO remuneration package

The CEO, Daniel Foggo's total current remuneration package is comprised of:

	Opportunity
Remuneration	$	%
Base salary (plussuperannuation)	$355,000 + $35,077($390,077 in total)	39%
A short-term incentive ofup to 70% of salary duringeach financial year, paidvia a combination of cash(25%) and share rights(75%)	$248,500	25%
A long-term incentive ofup to 100% of salary paidthrough the issue of LTIShare Rights under theCompany's LTIP	$355,000	36%
Total RemunerationOpportunity2	$993,577	100%

Further information regarding Daniel Foggo's total remuneration package is set out in the Remuneration Report.

Other information required under ASX Listing Rules

There is no loan scheme in relation to the grant of STI Share Rights under the STIP or LTI Share Rights under the LTIP.

Daniel Foggo is currently the only Director who is eligible to receive grants of STI Share Rights under the STIP and LTI Share Rights under the LTIP.

Details of any securities issued to Daniel Foggo under the STIP and LTIP will be published in the Company's annual report along with a statement that approval for the issue was obtained under Listing Rule 10.14. No additional persons covered by ASX Listing Rule 10.14 will participate in the STIP and LTIP without shareholder approval being first obtained.

2 The TRO is indicative since the CEO will not realise any benefit from the Performance Rights until a future date. The ultimate value of the remuneration opportunity may also differ to that outlined above, as it will be determined by vesting outcomes and the future market value of Shares. The TRO also does not represent the accounting value that will be disclosed in the Remuneration Report – this report also includes annual leave and long-service leave amongst other things.

Approval sought

The Company is proposing to issue to Daniel Foggo 82,607 STI Share Rights under the Company's STIP and 319,175 LTI Share Rights under the Company's LTIP. ASX Listing Rule 10.14 provides that listed companies must not permit a director or their associates to acquire securities in the entity under an employee incentive scheme unless it obtains the approval of its shareholders.

The resolutions for Items 4 and 5 seek the required shareholder approval to the issue of 82,607 STI Share Rights and 319,175 LTI Share Rights under and for the purposes of ASX Listing Rule 10.14 and, if Shareholder approvals are obtained, the Company will proceed to issue Daniel Foggo with the STI Share Rights and LTI Share Rights. If Shareholder approval is not obtained, the Board will consider alternative arrangements to appropriately remunerate and incentivise the CEO.

Voting exclusion

In accordance with the Corporations Act, the Company will disregard any votes cast on the resolutions for Items 4 and 5:

• (a) by or on behalf of Daniel Foggo and any of his associates in any capacity; and
• (b) as proxy by a person who is a member of the Company's KMP (or their Closely Related Parties) at the date of the Meeting,
• unless the vote is cast by:
• (c) a person as proxy for a person entitled to vote on the resolutions for Items 4 and 5 in accordance with the directions given to the proxy on the Proxy Form; or
• (d) the Chairman as proxy for a person entitled to vote on the resolution for Items 4 and 5, and the Chairman has received express authority to vote undirected proxies as the Chairman sees fit; and
• (e) Daniel Foggo or any of his associates as a nominee, trustee or custodian (or other fiduciary) for a person entitled to vote on the resolutions for Items 4 and 5, in accordance with a direction as to how to vote provided by that person, and provided that person provides written confirmation to Daniel Foggo or his relevant associates (as applicable) that they are not excluded from voting or are an associate of a person excluded from voting.

If you appoint the Chairman of the Meeting as your proxy, and you do not direct your proxy how to vote on this item on the Proxy Form, you will be expressly authorising the Chairman to exercise your proxy on this resolution.

Directors' recommendation

The non-executive Directors consider the proposed issue of STI Share Rights and LTI Share Rights to Daniel Foggo are important components of his total remuneration package and are reasonable, having regard to the size, scope, complexity and strategic objectives of the Company.

The Directors (other than Daniel Foggo) unanimously recommend that Shareholders vote in favour of the resolutions for Items 4 and 5.

The Chairman intends to vote undirected proxies in favour of these resolutions.

Item 6 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Background

Broadly speaking, and subject to a number of exceptions, ASX 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 securities it had on issue at the start of that period.

Under ASX Listing Rule 7.1A, however, an eligible entity can seek approval from its shareholders, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an additional 10% capacity (10% Placement Capacity).

An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation equal to or less than $300 million.

The Company has a market capitalisation of approximately $259,297,620 million based on the number of Shares on issue and the closing price of Shares on 16 July 2021 and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this resolution will be withdrawn.

Any equity securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted equity securities. As at the date of this Notice, the Company currently has one class of quoted equity securities on issue, being the Shares.

If this resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further Shareholder approval. Additionally, the number of Shares the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2.

If this resolution is not passed, the Company will not be able to access the 10% Placement Capacity to issue equity securities without Shareholder approval provided for in ASX Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in ASX Listing Rule 7.1.

This resolution is a special resolution and accordingly at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of this resolution for it to be passed.

Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.3A.

Period for which the approval will be valid

An approval under ASX Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

• (a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;
• (b) the time and date of the entity's next annual general meeting; and
• (c) the time and date on which Shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

Minimum price at which the equity securities may be issued under ASX Listing Rule 7.1A

The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and
• (b) if the equity securities are not issued within 10 trading days of the date in paragraph (a), the date on which the equity securities are issued.

Purposes for which the funds raised by an issue of equity securities under ASX Listing Rule 7.1A may be used

Any equity securities issued under ASX Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under ASX Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under ASX Listing Rule 7.1A during the ASX Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approve this Resolution and the Company did raise funds from the issue of equity securities under ASX Listing Rule 7.1A, based on the Company's existing plans, the Company considers that the funds may be used for the following purposes:

• (a) raising funds to further develop the Company's business;
• (b) raising funds to be applied to the Company's working capital requirements;
• (c) acquiring assets in these circumstances, the issue of the ordinary shares may be made in substitution for the Company making a cash payment for the assets; and
• (d) paying service providers or consultants of the Company.

Risk of economic and voting dilution to existing ordinary Shareholders

If this Resolution is approved, and the Company issues equity securities under ASX Listing Rule 7.1A, the existing Shareholders' economic and voting power in the Company will be diluted.

There is a risk that:

• (a) the market price for the Company's equity securities in that class may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A; and
• (b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company's equity securities on the issue date,

which may have an effect on the amount of funds raised by the issue of equity securities under ASX Listing Rule 7.1A.

The table below shows the potential dilution of existing Shareholders on the basis of 3 different assumed issue prices and values for the variable "A'' in the formula in rule 7.1A.2:

Potential Dilution and Funds Raised

Variable "A" ASX Listing Rule 7.1A.2		$ 0.767550% decrease inissue price	$ 1.5350issue price(b)	$ 3.0700100% increase inissue price
"A" is the number of shareson issue, being 168,923,531Shares(a)	10% voting dilution(c)	16,892,353	16,892,353	16,892,353
	Funds raised	$12,964,881	$25,929,762	$51,859,524
"A" is a 50% increase inshares on issue, being253,385,296 Shares	10% voting dilution(c)	25,338,529	25,338,529	25,338,529
	Funds raised	$19,447,322	$38,894,644	$77,789,287
"A" is a 100% increase inshares on issue, being337,847,062 Shares	10% voting dilution(c)	33,784,706	33,784,706	33,784,706
	Funds raised	$25,929,762	$51,859,524	$103,719,047

Notes:

(a) Based on the total number of fully paid ordinary Shares on issue as at 16 July 2021. Note that the number of Shares on issue could increase as a result of the issue of Shares that do not require Shareholder approval or that are issued with Shareholder approval under ASX Listing Rule 7.1.

(b) Based on the closing price of the Company's Shares on ASX as at 16 July 2021.

(c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under ASX Listing Rule 7.1A.

(d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under ASX Listing Rule 7.1A based on that Shareholder's holding at the date of this Explanatory Statement. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

(e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company's 15% placement capacity under ASX Listing Rule 7.1.

Allocation policy for issues under ASX Listing Rule 7.1A

The recipients of any equity securities issued under the 10% Placement Capacity have not yet been determined. The Company's allocation policy and the identity of the recipients of equity securities under ASX Listing Rule 7.1A will depend on a number of factors, including:

• (a) the Company's intentions in relation to the possible issue of equity securities (for cash consideration) during the ASX Listing Rule 7.1A mandate period;
• (b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);
• (c) the potential effect on the control of the Company;
• (d) the Company's financial position and the likely future capital requirements; and
• (e) advice from the Company's corporate or financial advisors.

Based on the Company's historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the ASX Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Shareholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the ASX Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under ASX Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the ASX Listing Rule 7.1A mandate period, details regarding the recipients and purposes of issue will be disclosed pursuant to the Company's obligations under ASX Listing Rules 3.10.3 and 7.1A.4.

Offers made under ASX Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

Issue or agreement to issue equity securities under ASX Listing Rule 7.1A in the 12 months prior to AGM

The Company has not issued or agreed to issue equity securities under ASX Listing Rule 7.1A.2 in the 12 months preceding the AGM.

This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.

Voting exclusion

As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of equity securities under ASX Listing Rule 7.1A. Therefore no existing Shareholders will be excluded from voting on this resolution.

Directors' recommendation

The Directors unanimously recommend that Shareholders vote in favour of this resolution.

The Chairman intends to vote undirected proxies in favour of this resolution.

Item 7 – Appointment of Auditor

The Company is required to appoint an auditor at its first annual general meeting pursuant to section 327B(1) of the Corporations Act.

Pursuant to section 328B of the Corporations Act, the Company received a valid notice of nomination which nominated Grant Thornton Audit Pty Ltd ACN 130 913 594 to be appointed as the new auditor of the Company. A copy of the notice of nomination is set out in Annexure A of this Notice of Meeting.

Grant Thornton Audit Pty Ltd has provided the Company with (and not withdrawn) its written consent to act, subject to Shareholder approval being obtained, as the Company's auditor in accordance with section 328A(1) of the Corporations Act.

Accordingly, under this Resolution, Shareholder approval is being sought to appoint Grant Thornton Audit Pty Ltd as the auditor of the Company.

Directors' recommendation

The Directors unanimously recommend that Shareholders vote in favour of this Resolution.

The Chairman intends to vote undirected proxies in favour of this resolution.

Important Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 3:00pm (AEST) on Tuesday, 24 August 2021 as a virtual meeting.

You will need a computer, tablet or mobile device with internet connection to attend and participate in the Meeting.

A person is eligible to vote at the Meeting if they are a registered Shareholder at 7:00pm (AEST) on Monday, 23 August 2021.

Virtual meeting

Shareholders

Shareholders can participate in the Meeting through the online AGM platform accessible at:

https://us02web.zoom.us/webinar/register/WN\_ tFfeE21CS2CnYFF-d3LQKw

Registration will open at 2:30pm and Shareholders are encouraged to login to the platform at least 15 minutes prior to the scheduled start time for the Meeting.

Information on how to use the online AGM platform, including how to vote and submit questions, is available in the Registration and Voting Guide available at: https://www.automicgroup.com.au/virtual-agms/.

Proxyholders

If you are entitled to vote at the AGM, you can appoint a proxy to attend and vote on your behalf.

A proxy does not need to be a Company shareholder and may be an individual or a body corporate. Should you hold two or more shares, you are able to appoint up to two proxies and may specify the proportion or number of votes that each proxy is appointed to exercise. Where the proportion or number of votes is not specified, each proxy may exercise one half of the total number of votes that shareholder is entitled to exercise.

Proxyholders will need their proxy details to login to the online AGM platform and participate. Please contact the Share Registry, Automic, before the AGM on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) or at meetings@automicgroup.com.au to obtain these details and otherwise refer to the information in the Registration and Voting Guide.

Shareholder questions

If you are entitled to vote at the AGM, you are encouraged to submit written questions for the Company or the auditor before the AGM.

Please submit all questions by 5:00pm on Tuesday, 17 August 2021 by emailing meetings@automicgroup.com.au.

Shareholders will also be able to ask questions during the Meeting via the online AGM platform. Information on how to submit questions through the online platform is set out in the Registration and Voting Guide.

The Chairman will endeavour to address as many of the more frequently raised relevant questions and comments as possible during the course of the AGM, however there may not be sufficient time available to address all of the questions and comments raised.

Voting

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

Voting on all resolutions will be conducted by poll and the results will be announced to the ASX and made available on the Company's website as soon as practicable after they are known.

Shareholders can vote by proxy. Information on how to lodge a proxy vote prior to the Meeting is set out further below.

Voting during the Meeting

Shareholders who wish to vote virtually on the day of the AGM will need to login to the online AGM platform (accessible at https://investor.automic.com.au/#/home) with their username and password.

Shareholders who do not have an existing account with the Share Registry to access the online AGM platform are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

How do I create an account with Automic?

To create an account with Automic, please go to the Automic website (accessible at https://investor.automic.com.au/#/home), click on 'register' and follow the steps as prompted. Shareholders will require their holder number Securityholder Reference Number (SRN) or Holder Identification Number (HIN) to create an account with Automic.

I have an account with Automic, what are the next steps?

Shareholders with an account with Automic are advised to take the following steps to vote virtually on the day of the AGM:

• 1. (Login) Login to the online AGM platform (accessible at https://investor.automic.com.au/#/home) using your username and password.
• 1. (Registration on the day) If registration for the virtual Meeting is open, click on 'Meeting open for registration' and follow the steps as prompted.
• 1. (Live voting on the day) If live voting for the virtual Meeting is open, click on 'Meeting open for voting' and follow the steps as prompted.

For further information on how to vote during the online Meeting, please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/.

Voting by proxy

To vote by proxy in advance of the Meeting, please use one of the following methods:

Online	Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions:
	Login to the online AGM platform using the holding details as shown on the Proxy Form. Click on 'View Meetings' –�'Vote'.
	To use the online lodgement facility, Shareholders will need their holder number Securityholder Reference Number�(SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form.
	For further information on the online proxy lodgment process please see the Online Proxy Lodgment Guide athttps://www.automicgroup.com.au/virtual-agms/.
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By fax	+61 2 8583 3040
By email	meetings@automicgroup.com.au

Your Proxy instruction must be received not later than 3:00pm on Sunday, 22 August 2021. Proxy Forms received later than this time will be invalid.

If the proxy form directs the proxy how to vote on a particular resolution:

• � a proxy who is not the Chairman of the meeting does not need to vote but if the proxy does vote, the proxy must vote as directed (subject to any applicable voting restrictions); and
• � if the proxy is the Chairman of the meeting, the proxy must vote and must vote as directed.

Default to the Chairman

If:

• � a Shareholder has appointed a proxy other than the Chairman of the meeting and the appointment of the proxy directs the proxy how to vote on the resolution; and
• � the Shareholder's proxy either:
  • � does not attend the AGM; or
  • � attends the AGM but does not vote on the resolution,

then the Chairman of the meeting will, before voting on the resolution closes, be taken to have been appointed as the proxy for that Shareholder for the purposes of voting on that resolution. In these circumstances, the Chairman of the meeting must vote in accordance with the written direction of that Shareholder.

Voting intention of the Chairman

Where entitled to do so, and subject to the voting restrictions set out in this Notice of Meeting, the Chairman intends to vote all undirected proxies in favour of resolutions 2 to 6.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a Shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is provided to the Share Registry with the proxy form by 3:00pm on Sunday, 22 August 2021, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

A corporate shareholder may appoint a person to act as its representative. If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative must provide the Share Registry with adequate evidence of their appointment (such as an Appointment of Corporate Representative form confirming that they are authorised to act as the Shareholder's representative at the AGM) by 3:00pm on Sunday, 22 August 2021, unless this has previously been provided to the Share Registry.

Shareholders can contact the Share Registry, Automic on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia) if they have any queries in respect of the matters set out in these documents.

Glossary

AEST means Australian Eastern Standard Time as observed in Sydney, New South Wales.

Annual Financial Report means the 2021 Annual Report to Shareholders for the period ended 31 March 2021 as lodged by the Company with ASX on 25 May 2021.

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company's members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor's Report means the auditor's report of Grant Thornton Audit Pty Ltd dated 24 May 2021 as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chairman means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

• (a) a spouse or child of the member;
• (b) a child of the member's spouse;
• (c) a dependant of the member or of the member's spouse;
• (d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the Company;
• (e) a company the member controls; or
• (f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means Plenti Group Limited ACN 643 435 492.

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors' Report means the report of Directors as included in the Annual Financial Report.

Dollar or "$" means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

LTI Share Right means a share right which, subject to its terms, could convert to a Share under the Company's LTIP.

NPAT means net profit after tax.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 20 July 2021 including the Explanatory Statement.

Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Proxy Form means the proxy form attached to this Notice of Meeting.

Remuneration Report means the remuneration report as set out in the Annual Financial Report.

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

Restricted Voter means a member of the Company's KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

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

Shareholder means a holder of a Share.

Share Registry or Automic means Automic Group, Level 5, 126 Phillip Street, Sydney NSW 2000.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

FY21 means the financial year ended 31 March 2021.

Annexure A - Nomination of Auditor

13 July 2021

Plenti Group Limited Level 5, 14 Martin Place Sydney NSW 2000

RE: Notice of Nomination of Auditor in accordance with Section 328B of the Corporations Act 2001 (Cth)

I, Mary Ploughman, being a Member of Plenti Group Limited, nominate Grant Thornton Audit Pty Ltd ACN 130 913 594, for appointment to the position of Auditor of Plenti Group Limited, at the next Annual General Meeting.

____________________________________________

Mary Ploughman

www.plenti.com.au

Plenti Group Limited | ACN 643 435 492

	Resolutions			For	Against	Abstain
	Adoption of Remuneration Report
2.	Election of Susan Forrester as Director
3.	Approval of Issue of STI Share Rights to Mr Daniel Foggo, Director/CEO of the Company
4.	Approval of Issue of LTI Share Rights to Mr Daniel Foggo, Director/CEO of the Company
5.	ASX Listing Rule 7.1A Approval of Future Issue of Securities
6.	Appointment of Auditor
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a polland your votes will not be counted in computing the required majority on a poll.
	STEP 3 - Signatures and contact details
	Individual or Securityholder 1	Securityholder 2	Securityholder 3