AI assistant
REGAL PARTNERS LIMITED Proxy Solicitation & Information Statement 2026
65729_rns_2026-04-23_5edf2da5-99d3-4507-a5bb-820196a5365e.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
REGAL PARTNERS
Regal Partners Limited
ABN 33 129 188 450
Level 46, Gateway, 1 Macquarie Place
Sydney NSW 2000 Australia
T. +61 2 8197 4350
www.regalpartners.com
ASX RELEASE
24 April 2026
Dear Shareholder,
2026 Annual General Meeting
On behalf of the Board, I am delighted to invite you to the 2026 annual general meeting ("AGM") of Regal Partners Limited (ASX:RPL) ("Regal Partners"). Please find enclosed the:
- Notice of Meeting, including the Explanatory Memorandum containing information with respect to the business to be considered at the AGM;
- Proxy Form for the AGM if you wish to appoint a proxy or proxies to attend the meeting on your behalf; and
- Online/Teleconference AGM Guide.
These documents are also available to view and download on the Regal Partners website at www.regalpartners.com.
Attendance
The AGM will be held at 1.00pm (AEST) on Thursday, 28 May 2026 at the following address:
Corrs Chambers Westgarth
Level 37
Quay Quarter Tower
50 Bridge Street
Sydney NSW 2000
Shareholders and proxyholders can participate in the AGM online. Instructions are included on page 13 of the Explanatory Memorandum. Shareholders and proxyholders who join the AGM virtually will be able to listen to the meeting, vote in real time, ask questions and make comments. Shareholders and proxyholders will also have the opportunity to ask questions via telephone. For further instructions on how to participate online and via telephone, please also refer to the Online/Teleconference AGM Guide.
Proxy Forms and Voting Prior to the AGM
If you are unable to attend the AGM in person or online, you can appoint a proxy or proxies before the AGM to vote on your behalf at the meeting, as set out in the Explanatory Memorandum. Your proxy form or online proxy instruction must be received by no later than 1.00pm (AEST) on Tuesday, 26 May 2026. Proxy forms or online proxy instructions received after this time will be invalid.
Further Information
I also invite you to submit questions in advance of the AGM by emailing our Head of Corporate Affairs, Ms. Ingrid Groer, at [email protected]. To allow time for us to collate questions and prepare answers, we request that shareholders and proxyholders submit any questions by 5.00pm (AEST) on Thursday, 21 May 2026.
Shareholders who have previously elected to receive shareholder notices:
- electronically will receive an email to their nominated email address that will contain instructions on how to view or download a copy of the Notice of Meeting, which includes the Explanatory Memorandum; and
- physically will receive a printed copy by post of the Notice of Meeting, which includes the Explanatory Memorandum.
R
Shareholders who have not made either election will receive a letter (sent by post to their registered address) containing details of where they can view and download the Notice of Meeting, including the Explanatory Memorandum.
Shareholders who wish to receive a printed copy of the Notice of Meeting, including the Explanatory Memorandum, or obtain further information, can call the shareholder information line on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia), Monday to Friday between 8.30am and 5.30pm (AEST) or email Regal Partners’ share registry at [email protected].
I look forward to welcoming you to our 2026 AGM.
Michael Cole AM
Independent Chairman
REGAL PARTNERS CONTACT INFORMATION:
Ingrid Groer, CFA
Head of Corporate Affairs
Regal Partners Limited
Phone: +61 2 8197 4350
Email: [email protected]
ABOUT REGAL PARTNERS LIMITED
Regal Partners Limited is an ASX-listed, specialist alternative investment manager. With a track record dating back more than 20 years, the group manages a broad range of investment strategies covering hedge funds, growth equity, real & natural assets and credit & royalties on behalf of institutions, family offices, charitable groups and private investors.
Housing eight dedicated alternative investment management brands – Regal Funds Management, PM Capital, Merricks Capital, Taurus Funds Management, Attunga Capital, Kilter Rural, Argyle Group and Ark Capital Partners – the group employs over 200 staff, including around 95 investment professionals, in offices across Australia and offshore.
Combining deep industry experience, extensive networks and multi-award-winning performance track records, Regal Partners seeks to be a leading provider of alternative investment strategies.
R
Notice of 2026 Annual General Meeting
Notice is hereby given that Regal Partners Limited ACN 129 188 450 ("Regal Partners" or "the Company") will hold its 2026 annual general meeting ("AGM"), as follows:
Date and Time: Thursday, 28 May 2026, 1.00pm (AEST)
Venue: Corrs Chambers Westgarth, Level 37, Quay Quarter Tower, 50 Bridge Street, Sydney NSW 2000
Online details: Shareholders and proxyholders can also participate online at: https://meetings.lumiconnect.com/300-138-177-952
AGM BUSINESS
Item 1: Consideration of Financial Report, Directors' Report and Auditor's Report
To receive and consider the Financial Report, Directors' Report and Auditor's Report for the Company and its controlled entities for the financial year ended 31 December 2025 ("FY25").
Please note that this item of business is for discussion only and there is no requirement for Regal Partners shareholders to approve these reports.
Resolution 1: Adoption of the 2025 Remuneration Report
To consider and, if thought fit, pass the following non-binding resolution as an ordinary resolution:
That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth), the 2025 Remuneration Report contained in the Company's annual report for FY25 be adopted.
Resolution 2: Re-election of Mr. Ian Gibson as a Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That Mr. Ian Gibson, who retires by rotation in accordance with Listing Rule 14.4 and the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a director of the Company.
Resolution 3: Election of Mr. Peter Yates AM as a Director
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That, for the purposes of clause 59.2 of the Company's Constitution and ASX Listing Rule 14.4, Mr. Peter Yates AM, who was appointed by the Board on 13 April 2026 as an additional director and who, retires in accordance with the Company's Constitution and, being eligible, is elected as a director of the Company.
Resolution 4: Approval and Ratification of Prior Issuance of Securities – Employee Incentive Plan
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
That for the purposes of Listing Rule 7.4 and for all other purposes, shareholders approve and ratify the prior issuance of 12,220,904 performance share rights to employees, as described in the Explanatory Memorandum.
Resolution 5: Approval of Grant of Performance Share Rights to Mr. Brendan O'Connor
To consider and, if thought fit, to pass as an ordinary resolution:
R
That for the purposes of ASX Listing Rule 10.14 and for all other purposes, the grant of 164,815 performance share rights to Mr. Brendan O'Connor, on the terms set out in the Explanatory Memorandum, and for the issue or transfer of fully paid ordinary shares in the Company to Mr. Brendan O'Connor upon the vesting of those performance share rights, be approved.
VOTING EXCLUSION STATEMENTS
Voting Exclusion Statement for Resolution 1: Adoption of the 2025 Remuneration Report
The Company will disregard any votes cast on resolution 1 by or on behalf of:
- a member of the Company's key management personnel ("KMP") whose remuneration is disclosed in the 2025 Remuneration Report (or any closely related party of such KMP) in any capacity; and
- any member of the Company's KMP as at the date of the AGM (or any closely related party of such KMP) as a proxy.
However, a person ("Voter") described above may cast a vote on resolution 1 as a proxy for a person entitled to vote on the resolution:
- in accordance with a written direction as to how to vote on resolution 1 provided by that person; or
- if the Voter is the chair of the AGM, as the chair has received express authority to exercise undirected proxies even though resolution 1 is connected directly or indirectly with the remuneration of KMP.
Voting Exclusion Statement for Resolution 4: Approval and Ratification of Prior Issuance of Securities – Employee Incentive Plan
The Company will disregard any votes cast:
- in favour of resolution 4 by or on behalf of any person who participated in the issue of these securities or an associate of any such person, regardless of the capacity in which the vote is cast; and
- on resolution 4 by any person who is a KMP as at the time resolution 4 is voted on at the AGM, and by any of their closely related parties, as a proxy.
However, the Company will not disregard votes cast:
- as proxy or attorney for a person who is entitled to vote on resolution 4, in accordance with the directions given to the proxy or attorney to vote on resolution 4 in that way; or
- the chair of the AGM as proxy or attorney for a person who is entitled to vote on resolution 4, as the chair has received express authority to exercise undirected proxies even though resolution 4 is connected directly or indirectly with the remuneration of KMP; or
-
in favour of resolution 4 by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met:
-
the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on resolution 4; and
- the holder votes on resolution 4 in accordance with directions given by the beneficiary to the holder to vote in that way.
R
Voting Exclusion Statement for Resolution 5: Approval of Grant of Performance Share Rights to Mr. Brendan O'Connor
The Company will disregard any vote cast:
- in favour of resolution 5 by or on behalf of any person referred to in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Regal Partners Employee Incentive Plan, or any associate of those persons, regardless of the capacity in which the vote is cast; and
- on resolution 5 by any person who is a KMP as at the time resolution 5 is voted on at the AGM, and by any of their closely related parties, as a proxy.
However, the Company will not disregard votes cast:
- as proxy or attorney for a shareholder entitled to vote on resolution 5, in accordance with a direction given to the proxy or attorney to vote on resolution 5 in that way; or
- the chair of the AGM as proxy or attorney for a person who is entitled to vote on resolution 5, as the chair has received express authority to exercise undirected proxies even though resolution 5 is connected directly or indirectly with the remuneration of KMP; or
- in favour of resolution 5 by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met:
- the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on resolution 5; and
- the holder votes on resolution 5 in accordance with directions given by the beneficiary to the holder to vote in that way.
By order of the Board.
Candice Driver
Company Secretary
24 April 2026
R
Explanatory Memorandum
This Explanatory Memorandum forms part of the Notice of Meeting and provides shareholders with important information in relation to each item of business of the AGM, including the proposed resolutions to be considered by shareholders.
Terms and abbreviations defined in the Notice of Meeting have the same meaning when used in this Explanatory Memorandum.
EXPLANATION OF RESOLUTIONS
Item 1: Consideration of Financial Report, Directors' Report and Auditor's Report (not voted on)
This item of business calls for shareholders to formally receive the Company's Financial Report (which includes all the financial statements and notes), the Directors' Report and the Auditor's Report for FY25. The Financial Report, Directors' Report and Auditor's Report were set out in the Company's 2025 Annual Report, which was lodged with the ASX on 24 February 2026. The Company's 2025 Annual Report is also available on the Regal Partners website.
While shareholders are not required to vote on the Financial Report, the Directors' Report or the Auditor's Report, there will be reasonable opportunity at the AGM to ask questions on the reports and on the business and management of the Company.
The Company's auditor, KPMG, will attend the AGM and can answer questions on the conduct of the audit and the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements and the independence of the auditor in relation to the conduct of the audit.
Resolution 1: Adoption of the 2025 Remuneration Report (non-binding resolution)
The 2025 Remuneration Report contained in the Company's 2025 Annual Report sets out the remuneration policies of the Company and reports on the remuneration arrangements in place for Executive Directors, Non-Executive Directors and other KMP during FY25. In accordance with section 250SA(1) of the Corporations Act 2001 (Cth) ("Corporations Act"), shareholders will have a reasonable opportunity at the meeting to ask questions about, or make comments on, the Remuneration Report before a vote is conducted. As prescribed by the Corporations Act, the vote on the adoption of the Remuneration Report is advisory only and does not bind the Company or its directors. However, the Board does take the outcome of the vote and discussion at the meeting into account when considering future remuneration arrangements.
In accordance with the requirements of the Corporations Act, if 25% or more of the votes cast are against the adoption of the Remuneration Report at two consecutive annual general meetings, shareholders will be required to vote at the second of those meetings on a resolution ("Spill Resolution") that another meeting be held within 90 days ("Spill Meeting") at which all directors (other than the Managing Director) at the time of the last annual general meeting must cease to hold office immediately before the end of the Spill Meeting and may stand for re-election at the Spill Meeting. The Spill Resolution is an ordinary resolution.
The Board unanimously recommends that shareholders vote in favour of resolution 1.
The chair intends to vote all valid undirected proxies in favour of this resolution 1 in accordance with the express authorisation on the proxy form.
Resolution 2: Re-election of Mr. Ian Gibson as a Director
In accordance with Listing Rule 14.4 and clause 60.4 of the Company's Constitution, a director must not hold office without re-election past the third AGM following their appointment or three years, whichever is longer.
Mr. Gibson was last elected at the 2023 AGM and accordingly retires at this AGM. Mr. Gibson, being eligible, offers himself for re-election.
R
The experience, skills and qualifications of Mr. Gibson are as follows:
Qualifications: LLB, B.Bus (Fin) (UTS)
Experience and expertise: Mr. Gibson has more than 30 years' experience in financial markets in Australia and Asia, spending the past 20 years acting as director, investment advisor and consultant for a range of financial groups and organisations. Currently, he is a director of several of the Company's subsidiaries and associates, an advisor to RPG Management (including a range of charitable foundations), and a director and Investment Committee member for Keyview Financial Group.
Other current directorships: Mr. Gibson does not hold any other directorships of listed companies.
Former directorships (last three years) Mr. Gibson has not held any other directorships of listed companies within the last three years.
The Board (other than Mr. Gibson) supports the re-election of Mr. Gibson and unanimously recommends that shareholders vote in favour of resolution 2.
The chair intends to vote all valid undirected proxies in favour of this resolution 2 in accordance with the express authorisation on the proxy form.
Resolution 3: Election of Mr. Peter Yates AM as a Director
The Board appointed Mr. Peter Yates AM as an additional director and Chair Elect with effect from 13 April 2026. Mr. Yates is required to offer himself for election under the Company's Constitution and ASX Listing Rule 14.4. If elected, Mr. Yates will become the Chair of the Board at the conclusion of the AGM.
The experience, skills and qualifications of Mr. Yates are as follows:
Qualifications: FTSE, FAICD, BCom (Melb), Master of Science (MGT) (Stanford), Doctorate of the University (Murdoch)
Experience and expertise: In addition to his current directorships detailed below, Mr. Yates was previously Deputy Chairman of The Myer Family Investments where he chaired the Investment Committee, a Director of Linfox Australia, Chairman of the Advisory Board of the Faculty of Business and Economics at the University of Melbourne, Chairman of the Royal Children's Hospital Foundation where he established and chaired the Investment Committee, Chairman of the ARC Centre of Excellence for Quantum Computation and Communication Technology at UNSW and the Centre for Personalised Medicine at the ANU. He was a Director of Asialink, the Australian Chamber Orchestra, Crown Ltd, Foxtel Ltd, The Nine Network, the National Portrait Gallery, The Centre for Independent Studies and the Australia-Japan Foundation.
Mr. Yates also held the position of Chief Executive Officer (CEO) of Oceania Capital Partners from 2004-2007 and was CEO of Publishing and Broadcasting Limited from 2001-2004. Prior to that, he worked in the investment banking industry including 15 years with Macquarie Bank. He began his career in the Tokyo office of Booz, Allen and Hamilton. He holds an Honorary Doctorate from Murdoch University, a Masters from Stanford University and a Commerce degree from Melbourne University. He speaks Japanese, having studied at Keio University in Tokyo and Yamate High School in Yokohama.
7
R
In the June 2011 Queen's Birthday Honours, Mr. Yates was awarded a Member of the Order of Australia. He is a Fellow of the Australian Academy of Technology and Engineering (ATSE) and the Australian Institute of Company Directors (AICD). In 2019 Mr. Yates was awarded the Australian Academy of Science Medal.
Other current directorships:
Mr. Yates is Chairman of AIA Australia, director of Mutual Trust, director of Australian Japan Business Co-operation Committee, Chairman of the Australian Science Media Centre, Chairman of the Shared Value Project and a member of the Advisory Board of the Australian American Leadership Dialogue.
Former directorships
(last three years)
Aside from his current directorship at Regal Partners, Mr. Yates has not held any directorships of listed companies over the past three years.
The Board, with the assistance of the Nomination and Remuneration Committee, has considered Mr. Yates' skills and experience in the context of the Board Skills Matrix and endorsed Mr. Yates' nomination as a candidate for election. The Board confirms that background checks into Mr. Yates' background and experience were undertaken prior to his appointment to the Board.
The Board considers that Mr. Yates is independent.
The Board (other than Mr. Yates) supports the election of Mr. Yates and unanimously recommends that shareholders vote in favour of resolution 3.
The chair intends to vote all valid undirected proxies in favour of this resolution 3 in accordance with the express authorisation on the proxy form.
Resolution 4: Approval and Ratification of Prior Issuance of Securities – Employee Incentive Plan
In order to maximise the Company's 15% placement capacity under Listing Rule 7.1, the Company wishes to gain shareholder approval and ratification for the prior issuance of securities pursuant to Listing Rule 7.4.
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the number 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.
In September 2025 and March 2026, the Company issued a total of 12,220,904 performance share rights ("Rights") under the terms of the Company's Employee Incentive Plan for no cash consideration within the 15% annual capacity limit permitted under Listing Rule 7.1 to certain employees pursuant to a Deferred Bonus Grant and/or the Regal Partners Long-Term Incentive Plan, for the FY25 remuneration year (12 months ended 30 June 2025) and a 6-month "stub" remuneration period (6 months ended 31 December 2025) ("2H25") ("Stub Period").
The Stub Period Rights were issued following a period of external feedback and consultation after which the Company determined to update its remuneration period to align with its financial reporting period (i.e. for the 12 months ending 31 December each year). No awards under the Regal Partners Long-Term Incentive Plan were granted for the Stub Period.
The Rights were issued within the 15% annual capacity limit permitted under Listing Rule 7.1 and did not therefore require shareholder approval. The Rights issued pursuant to the Deferred Bonus Grant were issued consistent with the Company's practice of deferring a portion of variable remuneration for certain employees whose remuneration exceeds a specific amount for a period of up to two years to retain talent in the short and long term. The Rights issued pursuant to the Regal Partners Long-Term Incentive Plan were issued to the management team and a small number of senior employees, to reward the achievement of long-term goals that contribute to the Group's long-term success.
8
R
The Company's Employee Incentive Plan (a copy of which was disclosed to the market on 11 September 2024) allows the Board to make grants of awards to employees in the form of shares, rights to receive shares in the future or options to acquire shares (collectively referred to as "Equity Awards"). Equity Awards are subject to vesting conditions as determined by the Board, including continuation of employment with the Company. The terms of each annual award of Equity Awards (if any), or ad hoc grants to incoming employees (if any), under the Employee Incentive Plan will be determined by the Board, may vary from year to year and may vary between employees in any given year.
Under the Employee Incentive Plan, the Board may choose to settle vested Equity Awards in shares or in cash. Prior to vesting, employees are not permitted to transfer, hedge or otherwise deal with their Equity Awards. The Board also has broad powers to clawback Equity Awards, delay vesting or determine that the Equity Awards will lapse if, for example, an employee has acted fraudulently or dishonestly or there is a material financial misstatement.
The Employee Incentive Plan also includes specific provisions dealing with adjustments in the event of capital reorganisations. These are intended to ensure that there is no material advantage or disadvantage to employees participating in the scheme as a result of corporate actions, including bonus issues and rights issues.
In the event of a takeover or any proposed transaction that the Board in its discretion determines should be treated as a change of control, unvested awards will vest to the extent any applicable conditions have been satisfied at the time of completion of the change of control, or at such other time as determined by the Board. The Board will also have the discretion to determine whether any additional unvested awards held by participants (if any) should also vest or whether any conditions should be substituted or varied.
2,533,177 Rights were issued on 4 September 2025 and 7,190,011 Rights were issued on 9 March 2026, in each case on the following material terms:
- 2,533,177 Rights issued on 4 September 2025 in respect of the 2025 Deferred Bonus Grant will vest in two tranches (approximately 50% on 4 September 2026 and approximately 50% on 4 September 2027), subject to the recipients remaining employed with the Company or its subsidiaries on the relevant vesting date.
- 7,140,819 Rights issued on 9 March 2026 in respect of the 2H25 Stub Period will vest in two tranches (approximately 50% on 8 March 2027 and approximately 50% on 8 March 2028), subject to the recipients remaining employed with the Company or its subsidiaries on the relevant vesting date.
- 49,192 Rights issued on 9 March 2026 will vest in four tranches (15,759 Rights on 4 September 2026, 16,275 Rights on 4 September 2027, 11,562 Rights on 8 March 2028 and 5,596 Rights on 8 March 2029), subject to the recipient remaining employed with the Company or its subsidiaries on the relevant vesting date.
- On vesting of the Rights, the Company will, at the election of the Board in its sole and absolute discretion, either transfer or issue fully paid ordinary shares in the Company ("Regal Partners Shares") (subject to any necessary shareholder approvals) or make a cash payment equivalent in value to the Regal Partners Shares that would otherwise have been provided. Any Regal Partners Shares issued will be quoted and freely tradeable on the ASX.
- During the vesting period, recipients of the Rights do not have rights to dividends, voting rights or rights to participate in corporate actions, such as bonus issues.
- In the event of a takeover or any proposed transaction that the Board in its discretion determines should be treated as a change of control, unvested awards will vest to the extent any applicable conditions have been satisfied at the time of completion of the change of control, or at such other time as determined by the Board. The Board will also have the discretion to determine whether any additional unvested awards held by participants (if any) should also vest or whether any conditions should be substituted or varied.
- Recipients may also be required to forfeit their Rights in certain circumstances (e.g., in the case of fraud, dishonest or gross misconduct or material financial misstatement).
R
The 768,636 Rights issued on 4 September 2025 in respect of the 2025 Regal Partners Long-Term Incentive Plan were issued on the following material terms:
- The Rights will vest on 4 September 2029, subject to the recipients remaining employed with the Company or its subsidiaries on the vesting date and meeting the required Total Shareholder Return ("TSR") hurdle (which is outlined in the following table):
| Vesting Schedule of Rights under the Regal Partners Long-Term Incentive Plan | |
|---|---|
| Compound annual growth in TSR over the performance period | Percentage of Rights that vest under the Regal Partners Long-Term Incentive Plan |
| Less than 7% per annum | 0% |
| 7-10% per annum | Straight-line vesting from 0% to 33.33% |
| 10-15% per annum | Straight-line vesting from 33.33% to 100% |
| >15% | 100% |
- For the purpose of the Regal Partners Long-Term Incentive Plan Grant, the TSR will be the compound annual capital accumulation rate that the holder of a Regal Partners Share earns over the 4-year performance period if the holder reinvests all cash dividends paid on that Regal Partners Share over the performance period in additional Regal Partners Shares. The start and end price of Regal Partners Shares for calculating the TSR will be the 30-day volume-weighted average price of Regal Partners Shares prior to the issue of the Rights and prior to the end of the performance period, as the case may be. In calculating the TSR, it will be assumed that dividends are reinvested at the closing price on the ex-date.
In addition, 1,729,080 Rights were also issued under the Employee Incentive Plan (of which 576,360 may vest on 4 September 2028 and 1,152,720 may vest on 4 September 2030 upon satisfactory completion of certain performance conditions).
The issue of the Rights did not fit within any of the exceptions to Listing Rule 7.1 and, as it has not yet been approved by the Company's shareholders, it effectively uses up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without shareholder approval under Listing Rule 7.1 for the 12-month period following the date of issue of the Rights. Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.
The Company now wishes to gain shareholder approval and ratification for the prior issuance of the 12,220,904 Rights pursuant to Listing Rule 7.4.
If resolution 4 is passed, the issue of the Rights will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of securities it can issue or agree to issue without shareholder approval over the 12-month period following the date of issue of the Rights.
If resolution 4 is not passed, the issue of the Rights will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue or agree to issue without shareholder approval over the 12-month period following the date of issue of the Rights.
The Board unanimously recommends that shareholders vote in favour of resolution 4.
The chair intends to vote all valid undirected proxies in favour of this resolution 4 in accordance with the express authorisation on the proxy form.
10
R
Resolution 5: Approval of Grant of Performance Share Rights to Mr. Brendan O'Connor
The Company wishes to obtain shareholder approval, pursuant to Listing Rule 10.14, for the issue of 164,815 Rights to the Company's Chief Executive Officer and Managing Director, Mr. Brendan O'Connor, for the Stub Period (as set out above) under the Employee Incentive Plan, as well as for the issue or transfer of fully paid ordinary shares in the Company upon vesting of those Rights. The Rights will be issued as a Deferred Bonus Grant and will vest in two tranches (approximately 50% on 8 March 2027 and 50% on 8 March 2028), subject to Mr. O'Connor remaining employed with the Company or its subsidiaries on the relevant vesting date.
ASX Listing Rule 10.14 requires shareholder approval before a listed company permits a director to acquire equity securities under an employee incentive scheme. As Mr. O'Connor has been a director of the Company since 3 June 2022, the issue of Rights to him falls within Listing Rule 10.14.1 and accordingly requires the approval of shareholders, which is being sought under resolution 5. Mr. O'Connor's total statutory remuneration for the year ended 31 December 2025 was $2,174,547 (comprising primarily salary, short-term variable payments and share-based payments).
Further details of Mr. O'Connor's remuneration are set out in the 2025 Remuneration Report (contained in the Company's 2025 Annual Report).
The Company's Employee Incentive Plan (a copy of which was disclosed to the market on 11 September 2024) allows the Board to make grants of awards to employees in the form of shares, rights to receive shares in the future or options to acquire shares (collectively referred to as "Equity Awards"). Equity Awards are subject to vesting conditions as determined by the Board, including continuation of employment with the Company. The terms of each annual award of Equity Awards (if any), or ad hoc grants to incoming employees (if any), under the Employee Incentive Plan will be determined by the Board, may vary from year to year and may vary between employees in any given year.
Under the Employee Incentive Plan, the Board may choose to settle vested Equity Awards in shares or in cash. Prior to vesting, employees are not permitted to transfer, hedge or otherwise deal with their Equity Awards. The Board also has broad powers to clawback Equity Awards, delay vesting or determine that the Equity Awards will lapse if, for example, an employee has acted fraudulently or dishonestly or there is a material financial misstatement.
The Employee Incentive Plan also includes specific provisions dealing with adjustments in the event of capital reorganisations. These are intended to ensure that there is no material advantage or disadvantage to employees participating in the scheme as a result of corporate actions, including bonus issues and rights issues.
In the event of a takeover or any proposed transaction that the Board in its discretion determines should be treated as a change of control, unvested awards will vest to the extent any applicable conditions have been satisfied at the time of completion of the change of control, or at such other time as determined by the Board. The Board will also have the discretion to determine whether any additional unvested awards held by participants (if any) should also vest or whether any conditions should be substituted or varied.
The Board considers that Rights are an appropriate form of incentive because they align Mr. O'Connor's interests with Regal Partners shareholders, provide remuneration that is linked to ongoing service and long-term value creation, preserve the Company's cash resources and provide the Board with flexibility as to the manner of settlement upon vesting.
The Rights were issued on the following material terms:
- Rights will vest in two tranches (approximately 50% on 8 March 2027 and approximately 50% on 8 March 2028), subject to Mr. O'Connor remaining employed with the Company or its subsidiaries on the relevant vesting date.
- On vesting of the Rights, the Board will have the ability (in its sole discretion) to settle the vested Rights via the issuance of new Regal Partners Shares and/or on-market acquisitions. Any Regal Partners Shares issued will be quoted and freely tradeable on the ASX.
- During the vesting period, the Rights do not have rights to dividends, voting rights or rights to participate in corporate actions, such as bonus issues.
11
R
- In the event of a takeover or any proposed transaction that the Board in its discretion determines should be treated as a change of control, unvested awards will vest to the extent any applicable conditions have been satisfied at the time of completion of the change of control, or at such other time as determined by the Board. The Board will also have the discretion to determine whether any additional unvested awards held by Mr O'Connor (if any) should also vest or whether any conditions should be substituted or varied.
- Mr. O'Connor may also be required to forfeit Rights in certain circumstances (e.g., in the case of fraud, dishonest or gross misconduct or material financial misstatement).
The Rights will be granted for no consideration. The value that Regal Partners attributes to each of the Rights is $3.0337, being the 5-day volume weighted average price of the Company's shares up to and including 6 March 2026. A copy of the Employee Incentive Plan was disclosed to the market on 11 September 2024.
The total number of Rights that Mr. O'Connor has been issued previously is set out below. All Rights were issued for nil consideration.
- 2022 Deferred Bonus Grant: 333,500 Rights
- 2022 LTI and Integration Grants: 500,250 Rights under the LTI Grant and 500,250 Rights under the Integration Grant
- 2023: No Rights issued
- 2024 Deferred Bonus Grant: 354,128 Rights
- 2024 Regal Partners Long-Term Incentive Plan: 295,107 Rights
- 2025 Deferred Bonus Grant: 100,062 Rights
- 2025 Regal Partners Long-Term Incentive Plan: 150,093 Rights
The Company wishes to obtain shareholder approval for issuance of the 2H25 Stub Period Rights under the Employee Incentive Plan pursuant to Listing Rule 10.14. If shareholders approve this resolution and the 2H25 Rights issued to Mr. O'Connor vest, the Board will have the ability (in its sole discretion) to settle the vested Rights via the issuance of new Regal Partners Shares and/or on-market acquisitions. This provides greater flexibility with respect to the use of the Company's cash reserves to settle the vested Rights.
Subject to shareholder approval, the Rights will be issued to Mr. O'Connor as soon as practicable after the AGM and, in any event, no later than three years after the date of the AGM. If approved, details of any Rights (or vested Regal Partners Shares issued or acquired pursuant to the vested Rights) in respect of Mr. O'Connor will be published in the Company's annual report relating to the period in which they were issued, along with a statement that approval for the issuance was obtained under Listing Rule 10.14. Any additional persons covered by Listing Rule 10.14 who become entitled to participate in an issuance of securities under the Employee Incentive Plan after the resolution is approved and who were not named in the Notice of Meeting will not participate until approval is obtained under this rule.
If shareholder approval is not obtained under Listing Rule 10.14, the Board will not proceed with the grant of performance share rights to Mr. O'Connor and will, having regard to shareholder feedback, consider alternative remuneration arrangements that are consistent with the Company's remuneration framework, the Corporations Act and the ASX Listing Rules.
The Board (other than Mr. O'Connor) unanimously recommends that shareholders vote in favour of resolution 5.
The chair intends to vote all valid undirected proxies in favour of this resolution 5 in accordance with the express authorisation on the proxy form.
12
R
MEETING INFORMATION
Attending the Meeting in Person
Shareholders and proxyholders can participate in the AGM in person at Corrs Chambers Westgarth, Level 37, Quay Quarter Tower, 50 Bridge Street, Sydney NSW 2000. The AGM will start at 1.00pm (AEST), with the registration desk open from 12.00pm (AEST). To assist with registration on the day, please bring your proxy form with you (or a copy of it, if you have submitted your proxy form in advance of the meeting). If possible, please also RSVP beforehand by emailing our Head of Corporate Affairs, Ms. Ingrid Groer, at [email protected] or phone +61 2 8197 4350. Please do not attend the AGM if you feel unwell or have flu-like symptoms. If it becomes necessary to make alternative arrangements with respect to any aspect of our AGM (for health and safety reasons or otherwise), we will advise you through the Regal Partners website and by making an announcement to the ASX.
Attending the Meeting Online
Shareholders and proxyholders can participate in the AGM online at https://meetings.lumiconnect.com/300-138-177-952. The meeting ID is 300-138-177-952. If you use your personal Voting Access Code ("VAC") to log in, you will be able to view a live webcast of the AGM, ask questions online and submit your votes in real time. Please note, if you appointed a proxy prior to the AGM but then vote at the AGM, your vote during the AGM will override your previous proxy. If you received a personalised AGM email or a hardcopy personalised proxy form, your VAC can be found in that email or personalised proxy form. Your VAC can otherwise be found on your personalised proxy form in InvestorServe. If you choose not to log in with your personal VAC, or you are not a Regal Partners shareholder or proxyholder, you can view the live webcast (as a guest) but not submit questions online or vote in real time. For further instructions on how to participate online, please view the Online/Teleconference AGM Guide, which is enclosed and also available on the Regal Partners website.
Voting Information
All resolutions set out in this Notice of Meeting will be put to a poll. Upon a poll, every Company shareholder who is present in person or by proxy, representative or attorney will have one vote for each share held by that shareholder. Results of the voting on the resolutions will be announced to the ASX as soon as practicable after the AGM is closed.
Determination of Entitlement to Attend and Vote
For the purposes of determining an entitlement to vote at the AGM, Regal Partners shares will be taken to be held by the persons who are registered as Regal Partners shareholders at 7.00pm (AEST) on Tuesday, 26 May 2026.
Proxies and Attorneys
A shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy. If a shareholder is entitled to cast two or more votes, the shareholder may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. A proxy does not need to be a Regal Partners shareholder. If no proportion or number of votes is specified, each proxy may exercise half of the shareholder's votes. An instrument appointing a proxy must be signed by the Regal Partners shareholder appointing the proxy, or by that shareholder's attorney duly authorised in writing or, if the shareholder is a corporation, in accordance with the Corporations Act and the Company's Constitution. A proxy has the same rights as a shareholder to speak at the AGM, to vote (but only to the extent allowed by the appointment) and to join in a demand for a poll. Where a shareholder appoints an attorney to act on his/her behalf at the AGM or a proxy form is signed under power of attorney, such appointment must be made by a duly executed power of attorney. The power of attorney (or a certified copy) must be given to Boardroom, the Company's share registry, by no later than 1.00pm (AEST) on Tuesday, 26 May 2026, unless it has previously been provided. Where more than one joint holder votes, the vote of the holder whose name appears first in the register of Regal Partners shareholders shall be accepted to the exclusion of the others. The Company encourages all shareholders who submit proxies to direct their proxy whether to vote for or against, or to abstain from voting on each resolution.
The chair of the AGM intends to vote all undirected proxies in favour of all the resolutions set out in the Notice of Meeting.
R
If a Regal Partners shareholder appoints the AGM chair as their proxy, expressly or by default, and they do not direct the chair on how to vote on a resolution, by completing and returning the proxy form, they will be expressly authorising the chair to exercise the proxy and vote as the chair has indicated (in favour of all resolutions set out in the Notice of Meeting). An instrument appointing a proxy must be lodged as follows by no later than 1.00pm (AEST) on Tuesday, 26 May 2026 in order to be effective:
- online at www.votingonline.com.au/rplagm2026
- by mail, addressed to Regal Partners Limited, C/– Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001;
- by fax to the Company’s share registry, Boardroom, at +61 2 9290 9655; or
- by hand at Boardroom Pty Limited, Level 8, 210 George Street, Sydney NSW 2000.
Corporate Representatives
A body corporate which is a shareholder or which has been appointed as a proxy or attorney may appoint an individual to act as its representative at the AGM. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative must provide Boardroom with evidence of his or her appointment by no later than 1.00pm (AEST) on Tuesday, 26 May 2026, including any authority under which it is signed, unless it has previously been provided to and been accepted by the share registry. If such evidence is not received prior to the commencement of the AGM, then the individual will not be permitted to act as the shareholder’s representative or representative of the shareholder’s proxy.
Questions from Shareholders
You may ask questions at the AGM about any of the resolutions being considered at the AGM or general questions about Regal Partners’ management or performance. You may also ask questions of the Company’s auditor KPMG about the content of the Auditor’s Report or the conduct of the audit. Shareholders and proxyholders will be given an opportunity to ask questions at the AGM and in real time via the online platform or by telephone. To ensure all shareholders are given a reasonable opportunity to participate, shareholders may be limited to asking two questions per item of business, or one question and one follow-up comment. The chair retains ultimate discretion to ensure equitable participation by all shareholders. The Company will endeavour to answer as many of the more frequently raised relevant questions as possible during the course of the AGM. However, there may not be sufficient time available at the AGM to address all of the questions raised. Please note that individual responses will not be sent to shareholders. In addition, you may submit written questions prior to the AGM. If you would like to ask a question, please email your question to our Head of Corporate Affairs, Ms. Ingrid Groer, at [email protected]. To allow time to collate questions and prepare answers, please submit any questions by 5.00pm (AEST) on Thursday, 21 May 2026.
Listening and Asking Questions by Telephone
For shareholders and proxyholders who do not attend in person, but would like to ask questions over the telephone, please join the AGM by calling 1800 434 182 (within Australia) or +61 2 8000 4164 (outside of Australia). Shareholders should provide their personal Voting Access Code (“VAC”), their name and the name of the holding to the call centre operator. Once registered with the call centre, shareholders will be able to listen to the AGM proceedings over the telephone. Telephone participants will be notified when it is time to register questions for each item of business and when it is their turn to ask a question. It will not be possible to vote by telephone. If you received a personalised AGM email or a hardcopy personalised proxy form, your VAC can be found in that email or personalised proxy form. Your VAC can otherwise be found on your personalised proxy form in InvestorServe. If you choose not to provide your personal VAC, or are not a Regal Partners shareholder or proxyholder, you can still join the AGM as a guest. This will be a listen-only facility for guests, so you will not be able to ask questions or vote. For further instructions on how to participate by telephone, please view the Online/Teleconference AGM Guide (enclosed and also on the Regal Partners website).
Request for Hard Copy by Post
This Notice of Meeting, including this Explanatory Memorandum, is available for viewing and download on the Regal Partners website. For shareholders who would prefer to obtain a hard copy of this document by post, please call the shareholder information line on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) or email the Company’s share registry at [email protected].
14
REGAL
PARTNERS
All Correspondence to:
By Mail
Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001 Australia
By Fax: +61 2 9290 9655
Online: www.boardroomlimited.com.au
By Phone: (within Australia) 1300 737 760
(outside Australia) +61 2 9290 9600
YOUR VOTE IS IMPORTANT
For your vote to be effective it must be recorded before 1:00pm (AEST) on Tuesday, 26 May 2026.
TO VOTE ONLINE
STEP 1: VISIT https://www.votingonline.com.au/rplagm2026
STEP 2: Enter your Postcode OR Country of Residence (if outside Australia)
STEP 3: Enter your Voting Access Code (VAC):
BY SMARTPHONE
Scan QR Code using smartphone
QR Reader App or your camera
TO VOTE BY COMPLETING THE PROXY FORM
STEP 1 APPOINTMENT OF PROXY
Indicate who you want to appoint as your Proxy.
If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank (by not marking the box, nor inserting details of your named proxy), or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.
Appointment of a Second Proxy
You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional proxy form may be obtained by contacting Boardroom or you may copy this form.
To appoint a second proxy you must:
(a) complete two proxy forms. On each proxy form state the percentage of your voting rights or the number of securities 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 in the same envelope.
STEP 2 VOTING DIRECTIONS TO YOUR PROXY
To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with that direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities, your vote on that item will be invalid.
Proxy which is a Body Corporate
Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative" form to Boardroom prior to admission. An "Appointment of Corporate Representative" form can be obtained from Boardroom.
STEP 3 SIGN THE FORM
The form must be signed as follows:
Individual: This form must be signed by the securityholder.
Joint Holding: where the holding is in more than one name, all securityholders must sign.
Power of Attorney: to sign under a power of attorney, you must have already lodged it with Boardroom. Alternatively, attach a certified photocopy of the power of attorney to this form when you return it.
Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.
STEP 4 LODGEMENT
Proxy forms (and any power of attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, which is by 1:00pm (AEST) on Tuesday, 26 May 2026. Any proxy form received after that time will not be valid for the scheduled meeting.
Proxy forms may be lodged using the enclosed Reply Paid Envelope or:
Online https://www.votingonline.com.au/rplagm2026
By Fax +61 2 9290 9655
By Mail Boardroom Pty Limited
GPO Box 3993
Sydney NSW 2001 Australia
In Person Boardroom Pty Limited
Level 8, 210 George Street
Sydney NSW 2000 Australia
Attending the Meeting
If you wish to attend the meeting please bring this form with you to assist registration.
Regal Partners Limited
ABN 33 129 188 450
Your Address
This is your address as it appears on the Company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.
PROXY FORM
STEP 1 APPOINT A PROXY
I/We being a member/s of Regal Partners Limited (Company) and entitled to attend and vote hereby appoint:
☐ the Chair of the Meeting (mark box)
OR (if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below):
[blank line]
or failing the individual or body corporate named attending, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held as a hybrid meeting both virtually at https://meetings.lumiconnect.com/300-138-177-952 and in person at Corrs Chambers Westgarth, Level 37, Quay Quarter Tower, 50 Bridge Street, Sydney NSW 2000 on Thursday, 28 May 2026 at 1:00pm (AEST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.
Authorisation for the Chair of the Meeting to exercise undirected proxies on remuneration related matters: If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 1, 4 and 5, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of these Resolutions even though Resolutions 1, 4 and 5 are connected with the remuneration of key management personnel of the Company.
The Chair of the Meeting will vote all undirected proxies in favour of all items of business (including Resolutions 1, 4 and 5). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the 'Against' or 'Abstain' box opposite that resolution.
STEP 2 VOTING DIRECTIONS
If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority if a poll is called.
| Resolution 1 | Adoption of the 2025 Remuneration Report | For | Against | Abstain* |
|---|---|---|---|---|
| Resolution 2 | Re-Election of Mr. Ian Gibson as a Director | ☐ | ☐ | ☐ |
| Resolution 3 | Election of Mr. Peter Yates AM as a Director | ☐ | ☐ | ☐ |
| Resolution 4 | Approval and Ratification of Prior Issuance of Securities – Employee Incentive Plan | ☐ | ☐ | ☐ |
| Resolution 5 | Approval of Grant of Performance Share Rights to Mr. Brendan O'Connor | ☐ | ☐ | ☐ |
STEP 3 SIGNATURE OF SECURITYHOLDERS
This form must be signed to enable your directions to be implemented.
| Individual or Securityholder 1 | Securityholder 2 | Securityholder 3 |
|---|---|---|
| ☐ | ||
| Sole Director and Sole Company Secretary | ☐ | |
| Director | ☐ | |
| Director / Company Secretary |
Contact Name: ____
Contact Daytime Telephone: ____
Date: / / 2026
2026 ANNUAL GENERAL MEETING - REGAL PARTNERS LIMITED
Scan to join the meeting
Online / Teleconference AGM Guide
Regal Partners Limited will hold its 2026 Annual General Meeting (AGM) at 1.00pm (AEST) on Thursday, 28 May 2026 at Corrs Chambers Westgarth, Level 37, Quay Quarter Tower, 50 Bridge Street, Sydney NSW 2000 and online at https://meetings.lumiconnect.com/300-138-177-952. A phone facility will also be provided, details of which are set out below. This guide provides information for online attendees and phone participants.
SHAREHOLDERS AND APPOINTED PROXYHOLDERS
Shareholders and appointed proxyholders:
- May participate in the AGM at https://meetings.lumiconnect.com/300-138-177-952 by logging in with their username and password (postcode or country code).
During the AGM, registered shareholders and proxyholders may:
- Vote online via Lumi. If the shareholder or proxyholder voted online prior to the AGM, the vote during the AGM will override the pre-AGM vote; and
-
Submit questions online;
-
May prefer to ask questions by phone at 1800 434 182 (within Australia) or +61 2 8000 4164 (outside Australia). Shareholders should provide their personal Voting Access Code (VAC), their name and the name of the holding to the call centre operator. Once registered with the call centre, a shareholder will be able to listen to the AGM proceedings over the phone. Phone participants will be notified when it is time to register questions for each item of business and when it is their turn to ask a question. It will not be possible to vote by phone; or
- May view the webcast by registering as a guest, in which case they will not be able to vote or ask questions.
GUESTS AND NON-SHAREHOLDERS
Guests and non-shareholders:
- May view the webcast at https://meetings.lumiconnect.com/300-138-177-952 and register as a guest. Guests will not be able to vote or ask questions; or
- May listen by phone. Guests should call 1800 434 182 (within Australia) or +61 2 8000 4164 (outside Australia) and provide their name to the operator. Guests will be on a muted line and it will not be possible for them to vote by phone.
VOTING ACCESS CODE (VAC)
Shareholders who wish to attend online (to vote and/or ask questions), or wish to use the phone to ask questions, will require their VAC. The VAC can be found in the personalised AGM email or personalised proxy form sent on 24 April 2026 to shareholders. The VAC is also set out in the personalised proxy form that is available via the shareholder's InvestorServe account under Statements & Advices.
If you cannot locate your VAC, please contact Boardroom Pty Ltd on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) between 8.30am to 5.30pm (AEST) Monday to Friday or [email protected]. You will need to provide your account name, registered address and SRN/HIN or Boardroom Reference Number (which starts with "S" and can be found on personalised communications such as dividend statements). If you require your SRN/HIN and cannot locate it, please contact Boardroom well in advance of the meeting so that it can be posted to your registered address. For security reasons, your SRN/HIN cannot be provided by Boardroom by email or phone. You may also be able to obtain your HIN from your broker.
Please refer to the following instructions for more information on using the online and phone facilities.
ONLINE / TELECONFERENCE AGM GUIDE
REGAL PARTNERS LIMITED
STEP-BY-STEP INSTRUCTIONS FOR LUMI/ONLINE AND PHONE
Online registration will open at 12.00pm (AEST) on Thursday, 28 May 2026 (one hour before the AGM).
To participate in the AGM, please visit https://meetings.lumiconnect.com/300-138-177-952 via a web browser on a PC, tablet or smartphone (using the latest version of Chrome, Safari, Edge or Firefox).
To log into the portal, you will need the following information:
MEETING ID: 300-138-177-952
| Shareholder
(if Australian registered address) | Username (Voting Access Code) and Password (postcode of your Australian registered address). The Voting Access Code can be found in the personalised AGM email or personalised proxy form sent on 24 April 2026 or on your personalised proxy form in InvestorServe. |
| --- | --- |
| Shareholder
(if overseas resident) | Username (Voting Access Code) and Password (three character country code e.g. New Zealand – NZL)
A full list of country codes can be found at the end of this guide. |
| Appointed Proxy | To receive your Username and Password, please contact our share registry, Boardroom Pty Ltd on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) between 8.30am to 5.30pm (AEST), Monday to Friday or email [email protected], Usernames and passwords for proxyholders will become available on Wednesday, 27 May 2026 (the business day prior to the AGM). |
| Guest | Name and email address |
To join the meeting, enter the unique 12 digit meeting ID (300-138-177-952) and select "Join". To proceed to registration, you will be asked to read and accept the terms and conditions.
On the next page, please select whether to join as a "Shareholder or proxy" or "Guest".
REGAL PARTNERS LIMITED
ONLINE / TELECONFERENCE AGM GUIDE
If you are a Shareholder, enter your Username (Voting Access Code) and Password (postcode or country code). If you are a Proxyholder, you will need to enter the unique Username and Password provided by Boardroom. Select "Sign in".
If you are not a Shareholder or Proxyholder, and have selected "Guest", you will be asked to enter your name and email details, then select "Continue". Please note, guests are not able to vote or ask questions at the meeting.
NAVIGATING
Once you have registered, you will be taken to the homepage ↑ which displays your name and meeting information. Icons will be displayed in different areas depending on the device being used.
COMPUTER/LAPTOP
MOBILE
To activate the webcast, you may need to click on the Broadcast button on the screen. You may also have to click the play button in the window to initiate the broadcast. Once you select to view the webcast, it can take up to approximately 30 seconds for the live feed to appear on some devices. During the meeting, mobile users can minimise the webcast at any time by selecting a different icon. You can still hear the meeting while the broadcast is minimised. Selecting the Broadcast button again will re-open the webcast. Computer users can watch the webcast in "full screen" mode by selecting the full screen icon . To reduce the webcast to its original size, computer users should select the minimise icon . If you cannot hear any sound, please check that your device is not muted.
NOTE: We recommend once you have logged in, you keep your browser open for the duration of the meeting. If you close your browser, you will be asked to repeat the login process.
ONLINE / TELECONFERENCE AGM GUIDE
REGAL PARTNERS LIMITED
4
REGAL PARTNERS LIMITED
ONLINE / TELECONFERENCE AGM GUIDE
TO ASK A QUESTION (FOR SHAREHOLDERS AND APPOINTED PROXYHOLDERS ONLY)
Asking a Question Online
- Select the messaging/question icon .
- Please type the resolution number first (if relevant) and then the question.
- Click "send".
- You will receive confirmation that your question has been received.
- A copy of your sent questions, along with any written responses, can be viewed by selecting "My Messages".
Asking a Question By Phone
- Please call 1800 434 182 (within Australia) or +61 2 8000 4164 (outside Australia). You will be asked for your "Voting Access Code", your name, and the name to which your holding is registered. If you are also logged into the online Lumi platform, please mute your webcast while on the phone.
- You will be in a waiting room if you join before the AGM begins. At the start of the AGM, you will be admitted to the meeting and can listen to the proceedings. When it is time for questions for each item of business, please press 1 to join the question queue for that item. When it is your turn, you will be introduced to the meeting, your line will be unmutated and you may start speaking. Your line will be muted again once your question is answered. To register a second question for that item of business, or to make a follow-up comment, please press 1 again.
- If you would like to cancel your question, please press 2. If you need assistance from the operator, please press 0.
- Please note that you will not be able to vote by phone.
The Chairman will give all shareholders a reasonable opportunity to ask questions and will endeavour to answer all questions at the meeting. Questions that are similar may be grouped together and answered as one question.
To ensure all shareholders are given a reasonable opportunity to participate, shareholders may be limited to asking two questions per item of business, or one question and one follow-up comment. The Chairman retains ultimate discretion to ensure equitable participation by all shareholders.
TO VOTE (FOR SHAREHOLDERS AND APPOINTED PROXYHOLDERS ONLY)
- When the Chairman declares a poll open, the resolutions and voting choices will appear under the voting icon.
- Press the option corresponding with the way in which you wish to vote.
- Once the option has been selected, the vote will be highlighted.
- If you change your mind and wish to change your vote, simply press the new vote or cancel your vote at any time before the Chairman closes the poll.
- The number of items you have voted upon (and the total to be voted) will be shown at the top of the screen. There is no need to press a "submit" or "send" button. Your vote is automatically counted.
- Please note that on some devices the webcast may need to be minimised to vote. Audio will still be available during this time.
Upon conclusion of the meeting, the home screen will be updated to state that the meeting has closed.
Need help? If you require any help using this system prior to or during the meeting, please call 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) so that the share registry (Boardroom Pty Ltd) can assist you.
ONLINE / TELECONFERENCE AGM GUIDE
REGAL PARTNERS LIMITED
COUNTRY CODES
For overseas shareholders, select your country code from the list below and enter it into the password field.
| ABW | Aruba |
|---|---|
| AFG | Afghanistan |
| AGO | Angola |
| AIA | Anguilla |
| ALA | Aland Islands |
| ALB | Albania |
| AND | Andorra |
| ANT | Netherlands Antilles |
| ARE | United Arab Emirates |
| ARG | Argentina |
| ARM | Armenia |
| ASM | American Samoa |
| ATA | Antarctica |
| ATF | French Southern |
| ATG | Antigua & Barbuda |
| AUS | Australia |
| AUT | Austria |
| AZE | Azerbaijan |
| BDI | Burundi |
| BEL | Belgium |
| BEN | Benin |
| BFA | Burkina Faso |
| BGD | Bangladesh |
| BGR | Bulgaria |
| BHR | Bahrain |
| BHS | Bahamas |
| BIH | Bosnia & Herzegovina |
| BLM | St Barthelemy |
| BLR | Belarus |
| BLZ | Belize |
| BMU | Bermuda |
| BOL | Bolivia |
| BRA | Brazil |
| BRB | Barbados |
| BRN | Brunei Darussalam |
| BTN | Bhutan |
| BUR | Burma |
| BVT | Bouvet Island |
| BWA | Botswana |
| CAF | Central African Republic |
| CAN | Canada |
| CCK | Cocos (Keeling) Islands |
| CHE | Switzerland |
| CHL | Chile |
| CHN | China |
| CIV | Cote D'ivoire |
| CMR | Cameroon |
| COD | Democratic Republic of Congo |
| COK | Cook Islands |
| COL | Colombia |
| COM | Comoros |
| CPV | Cape Verde |
| CRI | Costa Rica |
| CUB | Cuba |
| CXR | Christmas Island |
| CYM | Cayman Islands |
| CYP | Cyprus |
| CZE | Czech Republic |
| DEU | Germany |
| DJI | Djibouti |
| DMA | Dominica |
| DNK | Denmark |
| DOM | Dominican Republic |
| DZA | Algeria |
| ECU | Ecuador |
| EGY | Egypt |
| ERI | Eritrea |
| ESH | Western Sahara |
| ESP | Spain |
| EST | Estonia |
| ETH | Ethiopia |
| FIN | Finland |
| FJI | Fiji |
| FLK | Falkland Islands (Malvinas) |
| FRA | France |
| FRO | Faroe Islands |
| FSM | Micronesia |
| GAB | Gabon |
| GBR | United Kingdom |
| GEO | Georgia |
| GGY | Guernsey |
| GHA | Ghana |
| GIB | Gibraltar |
| GIN | Guinea |
| GLP | Guadeloupe |
| GMB | Gambia |
| GNB | Guinea-Bissau |
| GNQ | Equatorial Guinea |
| GRC | Greece |
| GRD | Grenada |
| GRL | Greenland |
| GTM | Guatemala |
| GUF | French Guiana |
| GUM | Guam |
| GUY | Guyana |
| HKG | Hong Kong |
| HMD | Heard & Mcdonald Islands |
| HND | Honduras |
| HRV | Croatia |
| HTI | Haiti |
| HUN | Hungary |
| IDN | Indonesia |
| IMN | Isle Of Man |
| IND | India |
| IOT | British Indian Ocean Territory |
| IRL | Ireland |
| IRN | Iran Islamic Republic of |
| IRQ | Iraq |
| ISL | Iceland |
| ISM | Isle of Man |
| ISR | Israel |
| ITA | Italy |
| JAM | Jamaica |
| JEY | Jersey |
| JOR | Jordan |
| JPN | Japan |
| KAZ | Kazakhstan |
| KEN | Kenya |
| KGZ | Kyrgyzstan |
| KHM | Cambodia |
| KIR | Kiribati |
| KNA | St Kitts And Nevis |
| KOR | Korea Republic of |
| KWT | Kuwait |
| LAO | Laos |
| LBN | Lebanon |
| LBR | Liberia |
| LBY | Libyan Arab Jamahiriya |
| LCA | St Lucia |
| LIE | Liechtenstein |
| LKA | Sri Lanka |
| LSO | Lesotho |
| LTU | Lithuania |
| LUX | Luxembourg |
| LVA | Latvia |
| MAC | Macao |
| MAF | St Martin |
| MAR | Morocco |
| MCO | Monaco |
REGAL PARTNERS LIMITED
ONLINE / TELECONFERENCE AGM GUIDE
| MDA | Republic Of Moldova |
|---|---|
| MDG | Madagascar |
| MDV | Maldives |
| MEX | Mexico |
| MHL | Marshall Islands |
| MKD | Macedonia Former Yugoslav Rep |
| MLI | Mali |
| MLT | Mauritania |
| MMR | Myanmar |
| MNE | Montenegro |
| MNG | Mongolia |
| MNP | Northern Mariana Islands |
| MOZ | Mozambique |
| MRT | Mauritania |
| MSR | Montserrat |
| MTQ | Martinique |
| MUS | Mauritius |
| MWI | Malawi |
| MYS | Malaysia |
| MYT | Mayotte |
| NAM | Namibia |
| NCL | New Caledonia |
| NER | Niger |
| NFK | Norfolk Island |
| NGA | Nigeria |
| NIC | Nicaragua |
| NIU | Niue |
| NLD | Netherlands |
| NOR | Norway Montenegro |
| NPL | Nepal |
| NRU | Nauru |
| NZL | New Zealand |
| OMN | Oman |
| PAK | Pakistan |
| PAN | Panama |
| PCN | Pitcairn Islands |
| PER | Peru |
| PHL | Philippines |
| PLW | Palau |
| PNG | Papua New Guinea |
| POL | Poland |
| PRI | Puerto Rico |
| PRK | Korea Dem Peoples Republic of |
| PRT | Portugal |
| PRY | Paraguay |
| PSE | Palestinian Territory Occupied |
| PYF | French Polynesia |
| QAT | Qatar |
| REU | Reunion |
| --- | --- |
| ROU | Romania |
| RUS | Russian Federation |
| RWA | Rwanda |
| SAU | Saudi Arabia Kingdom Of |
| SCG | Serbia & Outlying |
| SDN | Sudan |
| SEN | Senegal |
| SGP | Singapore |
| SGS | 5th Georgia & 5th Sandwich Isl |
| SHN | St Helena |
| SJM | Svalbard & Jan Mayen |
| SLB | Solomon Islands |
| SLE | Sierra Leone |
| SLV | El Salvador |
| SMR | San Marino |
| SOM | Somalia |
| SPM | St Pierre And Miquelon |
| SRB | Serbia |
| STP | Sao Tome And Principe |
| SUR | Suriname |
| SVK | Slovakia |
| SVN | Slovenia |
| SWE | Sweden |
| SWZ | Swaziland |
| SYC | Seychelles |
| SYR | Syrian Arab Republic |
| TCA | Turks & Caicos Islands |
| TCD | Chad |
| TGO | Togo |
| THA | Thailand |
| TJK | Tajikistan |
| TKL | Tokelau |
| TKM | Turkmenistan |
| TLS | Timor-Leste |
| TMP | East Timor |
| TON | Tonga |
| TTO | Trinidad & Tobago |
| TUN | Tunisia |
| TUR | Turkey |
| TUV | Tuvalu |
| TWN | Taiwan |
| TZA | Tanzania United Republic of |
| UGA | Uganda |
| UKR | Ukraine |
| UMI | United States Minor |
| URY | Uruguay |
| USA | United States of America |
| UZB | Uzbekistan |
| VNM | Vietnam |
| --- | --- |
| VUT | Vanuatu |
| WLF | Wallis & Futuna |
| WSM | Samoa |
| YEM | Yemen |
| YMD | Yemen Democratic |
| YUG | Yugoslavia Socialist Fed Rep |
| ZAF | South Africa |
| ZAR | Zaire |
| ZMB | Zambia |
| ZWE | Zimbabwe |
ONLINE / TELECONFERENCE AGM GUIDE
REGAL PARTNERS LIMITED