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SHINE JUSTICE LTD AGM Information 2024

Sep 19, 2024

65787_rns_2024-09-19_1490161e-3b76-4da2-9ebb-a154d2437792.pdf

AGM Information

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20 September 2024

ASX Announcement

Shine Justice Ltd (SHJ) 2024 Annual General Meeting

As announced on 26 August 2024, Shine Justice Ltd will hold its Annual General Meeting ( AGM ) on Tuesday 22 October 2024 at 12pm (noon) (Brisbane time).

The AGM will be held at Level 32 Riparian Plaza, 71 Eagle Street, Brisbane, Queensland (Baker McKenzie).

The following documents are attached:

  • Letter to Shareholders;

  • Notice of Annual General Meeting; and

  • Sample Proxy Form.

A printed copy of the 2024 Annual Report is being mailed to shareholders who have elected to receive a printed copy. A copy of the Annual Report, which was lodged with ASX on 29 August 2024, is also available on the Company’s website, www.shinejustice.com.au.

Authorised for release by the Board

For more information :

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Annette O’Hara

Company Secretary | General Counsel [email protected]

Shine Justice

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20 September 2024

Dear Shareholders,

I am pleased to advise that the 2024 Annual General Meeting ( AGM ) of Shine Justice Ltd (the Company ) will be held as a physical meeting at Level 32, Riparian Plaza, 71 Eagle Street, Brisbane, Queensland (Baker McKenzie) at 12pm (noon) (Brisbane time) on Tuesday 22 October 2024.

The Notice of AGM, including detailed information about the business of the AGM, has been lodged with the Australian Securities Exchange ( ASX ) and is also available on the Company’s website, www.shinejustice.com.au.

As permitted by the Corporations Act 2001 (Cth), the Company will not be despatching physical copies of the Notice of AGM. If you have elected to receive notices by email a communication will be sent to your nominated email address. If you have not elected to receive notices by email a copy of your proxy form will be posted to you together with this letter.

As an alternative to attending the AGM, you may wish to consider voting by proxy ahead of the meeting. Your proxy form may be lodged online at https://investorcentre.linkgroup.com or by other means described on the proxy form. Proxy forms must be received by 12pm (noon) (Brisbane time) on Sunday 20 October 2024.

The AGM notice and the Annual Report can be accessed on the Shine Justice website (https://shinejustice.com.au/investors).

If any changes to the proposed arrangements for the AGM are required, the Company will advise Shareholders by way of announcement on the ASX and on the Company’s website.

We look forward to your participation at the Meeting.

Yours faithfully,

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Graham Bradley AM Chairman

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Notice of Annual General Meeting

Tuesday 22 October 2024 12pm (noon) (Brisbane time) Level 32, Riparian Plaza 71 Eagle Street Brisbane, Queensland (Baker McKenzie)

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Part 1: Notice of Annual General Meeting

The Annual General Meeting of the Shareholders of Shine Justice Ltd will be held at Level 32, Riparian Plaza, 71 Eagle Street, Brisbane, Queensland (Baker McKenzie) on Tuesday 22 October 2024 at 12pm (noon) (Brisbane time).

The Annual Report is available on our website for viewing if you have elected not to receive a hard copy. Our website address is www.shinejustice.com.au.

Ordinary business

Item 1 – Annual financial report, Directors’ report and auditor’s report

To receive and consider the annual financial report of the Company, together with the Directors’ report and the auditor’s report, for the financial year ended 30 June 2024.

Item 2 – Remuneration Report

To consider and, if thought fit, to pass the following resolution as an advisory only resolution :

That the Remuneration Report for the year ended 30 June 2024 be adopted.

Item 3 – Re-election of Director

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

That Rodney Douglas, who retires in accordance with rule 19.3(b) of the Constitution and Listing Rule 14.4, and having offered himself for re-election, be re-elected as a Director.

Special business

Item 4 – Approval of the Equity Plan

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

That, for the purposes of Listing Rule 7.2 (exception 13) and all other purposes, Shareholders approve the grant of Performance Rights, and the issue of Shares on the vesting of Performance Rights granted, under the Equity Plan, the terms and conditions of which are summarised in the Explanatory Statement, as an exception to Listing Rule 7.1.

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Voting exclusion statement

The Company will disregard any votes cast on:

  • item 2 by or on behalf of any member of Key Management Personnel details of whose remuneration are included in the Remuneration Report, or any Closely Related Party of such a member; and

  • item 4:

  • which are cast in favour by any person who is eligible to participate in the Equity Plan or any associate of any such person; or

  • by any member of Key Management Personnel or any Closely Related Party of such a member as proxy where the appointment as proxy does not state the way the proxy is to vote on the item.

However, the Company need not disregard a vote if it is cast:

  • on item 2 by a person appointed in writing as proxy for a person who is entitled to vote (in accordance with the directions as to how to vote on the proxy form) or by the person chairing the Meeting as proxy for a person who is entitled to vote and the appointment as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the person chairing the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; or

  • on item 4 by the person chairing the Meeting as proxy for a person who is entitled to vote and the appointment as proxy expressly authorises the person chairing the Meeting to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel

and in respect of item 4, in accordance with Listing Rule 14.11, the Company need not disregard a vote cast in favour by:

  • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  • the person chairing the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the person chairing the Meeting to vote on the resolution as the person chairing the Meeting decides; or

  • 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 the resolution; and

  • the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Please refer below to the important information about the appointment of proxies.

Other information

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice and should be read in conjunction with it.

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Proxies

Please note that:

  • (a) a Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy;

  • (b) a proxy need not be a Shareholder;

  • (c) a Shareholder may appoint a body corporate or an individual as its proxy;

  • (d) a body corporate appointed as a Shareholder’s proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder’s proxy; and

  • (e) Shareholders entitled to cast two or more votes may appoint two proxies and may specify the proportion of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The proxy form provides further details on appointing proxies and lodging proxy forms. If a Shareholder appoints a body corporate as its proxy and the body corporate wishes to appoint an individual as its representative, a certificate of the appointment of corporate representative should be completed and lodged in the manner specified below.

If proxy holders vote on a poll, they must vote all directed proxies as directed. Any directed proxies which are not voted on a poll will automatically default to the person chairing the Meeting, who must vote all proxies as directed.

Proxy forms must be lodged by 12pm (noon) (Brisbane time) on Sunday 20 October 2024 by one of the following methods:

By post: Shine Justice Ltd
c/- Link Market Services Limited
Locked bag A14
Sydney South NSW 1235 Australia
By facsimile: In Australia (02) 9287 0309
From outside Australia +61 2 9287 0309
By delivery
(Monday – Friday 9am
– 5pm):
Link Market Services Limited
Parramatta Square, Level 22, Tower 6
10 Darcy Street, Parramatta NSW 2150
Online: Login athttps://investorcentre.linkgroup.com using the holding details as shown on
the proxy form.
Shareholders will need their ‘Holder Identifier’ (which is the Securityholder Reference
Number (SRN) or Holder Identification Number (HIN) as shown on the front of the
proxy form).
Once logged in, Shareholders should select ‘voting’ and follow the prompts to lodge
their vote.

Link Market Services (part of Link Group) was acquired by Mitsubishi UFJ Trust & Banking Corporation, a consolidated subsidiary of Mitsubishi UFJ Financial Group, Inc. (MUFG) on 16 May 2024. Link Group is now known as MUFG Pension & Market Services. Mailing and contact information are currently unchanged. Over the coming months, Link Market Services will also progressively rebrand to its new name MUFG Corporate Markets, a division of MUFG Pension & Market Services.

Important information about proxy votes on items 2 and 4

The Corporations Act places certain restrictions on the ability of Key Management Personnel (including the person chairing the Meeting) and their Closely Related Parties to vote on items 2 and 4, including where they are voting as proxy for another Shareholder. To ensure your votes are counted, you are encouraged to direct your proxy as to how to vote on items 2 and 4 by indicating your preference (by completing any of the ‘For’, ‘Against’ or ‘Abstain’ boxes on the proxy form).

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The person chairing the Meeting intends to vote all undirected proxies in favour of items 2 and 4.

If you appoint the person chairing the Meeting as your proxy but do not direct the person chairing the Meeting how to vote in respect of items 2 and 4, you will be directing the person chairing the Meeting to vote in favour of items 2 and 4 and the person chairing the Meeting will vote in this way, even though those items are connected with the remuneration of Key Management Personnel.

Corporate representatives

  • Any:

  • Corporate Shareholder; or

  • Corporate proxy appointed by a Shareholder,

which has appointed an individual to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company or its share registry, Link Market Services, in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. An Appointment of Corporate Representative form is available online at www.linkmarketservices.com.au or by contacting the Company’s share registry, Link Market Services, on +61 1300 554 474.

If you have any queries on how to cast your votes, please call the Company’s share registry, Link Market Services, on +61 1300 554 474.

Voting entitlements

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the register of Shareholders as at 1pm (Sydney time) on Sunday 20 October 2024. Accordingly, transactions registered after that time will be disregarded in determining Shareholders’ entitlements to attend and vote at the Meeting.

By Order of the Board of Directors

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Annette O’Hara Company Secretary 20 September 2024

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Part 2: Explanatory Statement

1 Introduction

This Explanatory Statement has been prepared for the information of Shareholders in relation to the Annual General Meeting to be held at Level 32, Riparian Plaza, 71 Eagle Street, Brisbane, Queensland (Baker McKenzie) on Tuesday 22 October 2024, commencing at 12pm (noon) (Brisbane time).

The purpose of this Explanatory Statement is to provide Shareholders with the information known to the Company that the Board considers material to their decision on whether to approve the resolutions in the Notice. This document is important and should be read in conjunction with the Notice.

Capitalised terms are defined in section 3.

2 Ordinary business

Item 1 – Annual financial report, Directors’ report and auditor’s report

The first item of business of the Meeting is to receive and consider the financial report, together with the Directors’ and auditor’s reports for the financial year ended 30 June 2024.

No resolution is required for this item of business. However, as a Shareholder, you may submit a written question to the person chairing the Meeting about the management of the Company or to its auditor, PwC, prior to the Meeting, if the question to PwC relates to:

  • the content of the auditor’s report; or

  • the conduct of the audit of the financial report.

All written questions must be received by the Company no later than the fifth business day before the Meeting (by Tuesday 15 October 2024).

All questions must be sent to the Company, not directly to the auditor.

PwC will attend the Meeting and will answer written questions submitted before the Meeting.

PwC will also be available to answer questions from Shareholders relevant to:

  • (a) the conduct of the audit;

  • (b) the preparation and content of the auditor’s report;

  • (c) the accounting policies adopted by the Company in relation to the preparation of the financial statements; and

  • (d) the independence of the auditor in relation to the conduct of the audit.

Item 2 – Remuneration Report

Shareholders are entitled to vote on the question of whether the Remuneration Report contained in the Annual Report is adopted.

The Remuneration Report explains the Company’s remuneration policy and reports the remuneration arrangements for Key Management Personnel.

Shareholders should note that the resolution is ‘advisory’ only and does not bind the Directors or the Company.

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However, the Corporations Act provides that if 25% or more of the votes that are cast are voted 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 (a ‘spill’ resolution) that another meeting be held within 90 days at which all of the company’s directors (other than the managing director) who were in office at the date of the approval of the later directors’ report must stand for re-election.

The resolution to approve the remuneration report was passed on a poll by 97.63% of the votes cast at the Company’s 2023 annual general meeting.

Following consideration of the Remuneration Report, the person chairing the Meeting will give Shareholders a reasonable opportunity to ask questions about or make comments on the Remuneration Report.

The Directors unanimously recommend that Shareholders vote in favour of item 2, noting that Directors, other Key Management Personnel and their Closely Related Parties are excluded from voting on the item.

Item 3 – Re-election of Director

The third item of business of the Meeting relates to the re-election of a Director.

The Constitution and the Listing Rules require the Company to hold an election of Directors each year. No director (who is not a managing director) may hold office without re-election beyond the third annual general meeting following the meeting at which the director was last elected or re-elected. Rod Douglas was elected by Shareholders at the Company’s 2021 annual general meeting and now offers himself for re-election.

Set out below are details of the candidate for re-election, together with the recommendation of the Board.

Election of Rod Douglas MBA, FAICD

Rod Douglas was appointed as a Non-executive Director by the Board in December 2020 and was elected by Shareholders at the Company’s 2021 annual general meeting.

In accordance with the Constitution and Listing Rule 14.4, Rod Douglas holds office until the conclusion of the Annual General Meeting and, being eligible, offers himself for re-election.

Rod is an experienced company director with a specialisation in working with owner led businesses over the last 30 years. He focuses strongly on culture, strategy and organisational value through a governance lens. Rod’s broad experience covers property, financial services, professional services, agriculture, retail and marketing. He is Chairman of Plarre Foods Pty Ltd (trading as Ferguson Plarre Bakehouse), a director of a number of private companies and chairs the advisory board for two significant family businesses.

Rod holds a Master of Business Administration from Bond University, is a Foundation Fellow of the Australian Institute of Company Directors and is a Vincent Fairfax Fellow in Ethical Leadership.

Rod has a standing invitation to attend meetings of the Audit & Risk Management and Nomination and Remuneration Committees.

Rod is not regarded as an independent Director as he provided consultancy (strategy and leadership mentoring) services to some of the Company’s leaders during FY24.

The non-candidate Directors unanimously recommend that Mr Douglas be re-elected as a Director.

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Special business

Item 4 – Approval of the Equity Plan

Stakeholders and industry participants expect that Shine’s remuneration framework should provide competitive and appropriate remuneration so that Shine can attract and retain skilled employees and motivate them to improve Group performance.

The Board established the Equity Plan (also known as the Long Term Incentive Plan or LTIP) in 2016 as a means of providing incentives to Key Management Personnel and leaders in the Group. Under the Equity Plan, annual grants of Performance Rights are made to leaders in the business to align remuneration with the creation of Shareholder value over the long term.

Reason for Shareholder approval of the Equity Plan

Under Listing Rule 7.1, subject to certain exceptions, a company must not issue more than 15% of the company’s total issued capital without shareholder approval. An exception is provided in Listing Rule 7.2 (exception 13) where holders of ordinary securities have approved the issue of securities under an employee incentive scheme within the three years before the date of issue.

Accordingly, item 4 is proposed so that the Company can take advantage of this exception to exclude any Performance Rights granted, or Shares issued on the vesting of Performance Rights granted, under the Equity Plan from the 15% limit under Listing Rule 7.1. The exception is only available if and to the extent that the number of equity securities issued by the Company under the Equity Plan does not exceed the maximum number of equity securities set out below in this Explanatory Statement and will cease to be available if there is a material change to the terms of the Equity Plan from those summarised below in this Explanatory Statement.

Shareholder approval for the grant of Performance Rights, and the issue of Shares on the vesting of Performance Rights granted, under the Equity Plan was last sought and obtained at the annual general meeting of Shareholders in 2022.

If item 4 is passed, the Company may rely on the exception for grants and issues under the Equity Plan during the period of three years from the date of the Meeting, with such issues not counting towards the 15% limit under Listing Rule 7.1. If item 4 is not passed, grants and issues under the Equity Plan may be made but must fall within and be permitted by the 15% limit under Listing Rule 7.1 at the time of grant or issue.

Summary of the Equity Plan

Under the Equity Plan, Directors and employees of, and consultants to, the Group ( Eligible Participants ), may be offered Performance Rights. It is not intended that Rights will be offered to Non-executive Directors.

The Equity Plan is administered by the Board. The Board determines which Eligible Participants will be offered Performance Rights and the terms of those offers, including any vesting conditions which must be satisfied or any disposal restrictions which may be imposed.

The Board may amend the Equity Plan in any manner it decides, other than an amendment which would materially adversely affect or prejudice the rights of holders of Performance Rights at the time (subject to limited exceptions, including amendments required by law).

The vesting of each Performance Right results in an entitlement to one Share which may be issued, transferred or allocated by a trust established for the purposes of the Equity Plan, to the relevant Eligible Participant. The Board has a discretion to instead pay a cash amount based on the market value of Shares on the vesting date of vested Performance Rights.

Shares resulting from the vesting of Performance Rights will rank equally with all issued Shares.

Eligible Participants may nominate a controlled body corporate or other entity approved by the Board to receive the grant of Performance Rights. Performance Rights cannot be transferred, assigned, disposed of, provided as collateral or security, or otherwise dealt with, without the prior written consent of the Board.

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No payment is required for a grant of Performance Rights or the issue, transfer or allocation of Shares on the vesting of Performance Rights.

Performance Rights are not quoted on ASX and confer no right to vote or to participate in dividends, pro rata or bonus Share issues or in a winding up of the Company. Performance Rights lapse on cessation of employment or consultancy, except in the case of death or permanent disablement, unless the Board decides otherwise. In the event of a reconstruction of the Company’s capital or a pro rata bonus or cash issue of securities, the number of Shares over which a Performance Right exists will be adjusted in accordance with the Listing Rules. In the event of a change in control of the Company, unvested Performance Rights will vest unless the Board decides otherwise.

Performance Rights granted

The following Performance Rights have been granted or have vested under the Equity Plan since the date of last approval by Shareholders in 2022:

Financial
Year
Date
of
grant
Number
granted
Vesting Date Vested Balance
FY21 18/12/2020 2,609,067 August 2023 392,041 Nil
FY22 2/12/2021 2,346,615 August 2024 140,248 Nil
FY23 14/12/2022 3,261,781 August 2025 - 2,106,506
FY24 15/12/2023 5,786,051 August 2026 - 4,655,087
Total 9,047,832 6,761,593

Some Rights have lapsed since grant due to the departure of holders from the Group and others have lapsed to the extent that vesting conditions were not satisfied as at the relevant vesting date.

Performance Rights have been granted since FY18, with offers predominantly targeted at the leadership and management level. The number of Rights granted to each recipient represents a percentage of base remuneration, taking into account the average Share price on the 15 trading days preceding and the 15 trading days following the announcement of the financial results for the financial year immediately preceding the financial year to which the Rights relate.

Performance Rights granted in respect of FY18 – FY22 vested at least in part from September 2020 to September 2024. No new Shares were issued by the Company in relation to the vesting of Performance Rights. Shares were acquired on market for the purpose of satisfying the required vesting of Performance Rights.

The current rights set out in the table above are subject to the following performance hurdles being met during the three year performance period commencing at the beginning of the financial year to which they relate:

  • 50% of the Rights will vest if the Company achieves earnings per Share growth of an average of 10% per annum during the relevant performance period, with partial vesting (straight line vesting between 50% and 100%) if 7 -10% growth is achieved;

  • 25% of the Rights will vest if the Company achieves cumulative annual TSR of an average of 10% (12% for FY24 Rights) during the relevant performance period, with partial vesting (straight line vesting between 50% and 100%) if 7-10% (9-12% for FY24 Rights) return is achieved; and

  • 25% of the Rights will vest if identified strategic objectives are achieved (as to 5% in each of 5 categories including specific targets relating to clients, team members, growth, financial strength and innovation) during the relevant performance period, with straight line vesting in each category between 50% and 100% if the objectives are determined by the Board to be achieved as to 75%100% in that category

with the Board to retain a discretion to relax the performance measures if warranted by relevant circumstances at the time of vesting.

Maximum number of equity securities proposed to be granted or issued

It is proposed that a grant of Performance Rights will be made in respect of each financial year.

The number of Performance Rights currently on issue is equivalent to 3.9% of the Company’s current issued capital.

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The maximum number of equity securities proposed to be granted or issued by the Company under the Equity Plan in the three years after the Meeting is 17,326,181 (equivalent to 10% of the Company’s current issued capital).

The Directors unanimously recommend that Shareholders vote in favour of item 4.

3 Definitions

In this Explanatory Statement and in the Notice, the following terms have the following meanings unless the context otherwise requires:

Annual General
MeetingorMeeting
The annual general meeting of the Shareholders convened pursuant to the Notice for the
purpose of considering the business set out in the Notice
Annual Report The annual report of Shine for the financial year ended 30 June 2024
ASX ASX Limited or the securities market operated by it, as applicable
Board The Board of Directors of the Company
Closely Related
Party
In relation to a member of Key Management Personnel:
(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a 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_Corporations Regulations 2001_(Cth).
CompanyorShine Shine Justice Ltd ACN 162 817 905
Constitution The constitution of the Company
Corporations Act Corporations Act 2001(Cth)
Director A director of the Company
Equity Plan The Performance Rights plan adopted by the Board
FY18 The financial year ended 30 June 2018
FY21 The financial year ended 30 June 2021
FY22 The financial year ended 30 June 2022
FY23 The financial year ended 30 June 2023
FY24 The financial year ended 30 June 2024
Group The Company and its subsidiaries
Key Management
Personnel
Those persons having authority and responsibility for planning, directing and controlling the
activities of the Group, directly or indirectly, including any Director (whether executive or
not)
Listing Rules The official listing rules of ASX

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Non-executive
Director
A Director who is not employed as an executive of the Company
Notice The notice in Part 1 pursuant to which the Meeting is convened
Performance Right
orRight
A right, upon vesting, to have one Share issued, transferred or allocated by a trust in
accordance with the terms of the Equity Plan
PwC PricewaterhouseCoopers
Remuneration
Report
The section of the Directors’ report contained in the Annual Report entitled ‘Remuneration
Report’
Share A fully paid ordinary share in Shine
Shareholder A holder of Shares

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ACN 162 817 905

LODGE YOUR VOTE

ONLINEhttps://investorcentre.linkgroup.com

BY MAIL  Shine Justice Ltd C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX

+61 2 9287 0309

BY HAND Link Market Services Limited Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

ALL ENQUIRIES TO

Telephone: +61 1300 554 474

X99999999999

X99999999999

PROXY FORM I/We being a member(s) of Shine Justice Ltd and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 12:00pm (Brisbane time) on Tuesday, 22 October 2024 at Level 32, Riparian Plaza, 71 Eagle Street, Brisbane, Queensland (Baker McKenzie) (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Items 2 & 4: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Items 2 & 4, even though the Item is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Items For Against Abstain * 2 Remuneration Report 3 Re-election of Director – Rod Douglas 4 Approval of the Equity Plan  * 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 votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual)
Sole Director and Sole Company Secretary
Joint Shareholder 2 (Individual)
Director/Company Secretary (Delete one)
Joint Shareholder 3 (Individual)
Director

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

SHJ PRX2401C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

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

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 12:00pm (Brisbane time) on Sunday, 20 October 2024, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

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

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

ONLINE

https://investorcentre.linkgroup.com

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

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the BY MOBILE DEVICE Meeting will be voted according to the instructions set out in this Proxy Our voting website is designed specifically Form, including where the Items are connected directly or indirectly with for voting online. You can now lodge the remuneration of KMP. your proxy by scanning the QR code VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT adjacent or enter the voting link https://investorcentre.linkgroup.com You may direct your proxy how to vote by placing a mark in one of the into your mobile device. Log in using the boxes opposite each item of business. All your shares will be voted in Holder Identifier and postcode for your accordance with such a direction unless you indicate only a portion of shareholding. voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. BY MAIL  Shine Justice Ltd APPOINTMENT OF A SECOND PROXY C/- Link Market Services Limited You are entitled to appoint up to two persons as proxies to attend the Locked Bag A14 Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s Sydney South NSW 1235 share registry or you may copy this form and return them both together. Australia To appoint a second proxy you must:  BY FAX (a) on each of the first Proxy Form and the second Proxy Form state the +61 2 9287 0309 percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of  BY HAND votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and Parramatta Square (b) return both forms together. Level 22, Tower 6 10 Darcy Street SIGNING INSTRUCTIONS Parramatta NSW 2150 You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign.

QR Code

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

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

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

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

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

IMPORTANT INFORMATION

Link Group is now known as MUFG Pension & Market Services. Over the coming months, Link Market Services will progressively rebrand to its new name MUFG Corporate Markets, a division of MUFG Pension & Market Services.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” must be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.