SITEMINDER LIMITED — AGM Information 2025

Sep 29, 2025

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ASX ANNOUNCEMENT 30 September 2025

Notice of 2025 Annual General Meeting, Proxy Form & Letter to Shareholders

SiteMinder Limited (ASX: SDR) (“SiteMinder”) attaches in accordance with ASX Listing Rule 3.17.1 the following documents:

• Notice of 2025 Annual General Meeting;

• Proxy Form; and

• Letter to Shareholders.

This ASX announcement was authorised by SiteMinder’s Company Secretary.

-ENDS-

Company Secretary Investor Relations Linda Gough Paul Wong Linda.gough@siteminder.com Paul.wong@siteminder.com

About SiteMinder

SiteMinder Limited (ASX:SDR) is the name behind SiteMinder, the only software platform that unlocks the full revenue potential of hotels, and Little Hotelier, an all-in-one hotel management software that makes the lives of small accommodation providers easier. The global company is headquartered in Sydney with offices in Bangalore, Bangkok, Barcelona, Berlin, Dallas, Galway, London and Manila. Through its technology and the largest partner ecosystem in the global hotel industry, SiteMinder generates more than 130 million reservations worth over A$85 billion in revenue for its hotel customers each year. For more information, visit siteminder.com.

SiteMinder Limited https://www.siteminder.com/ Bond Store 3/30 Windmill Street Millers Point NSW 2000 ACN: 121 931 744

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SiteMinder Limited

Notice of 2025 Annual General Meeting Explanatory Statement | Proxy Form

29 October 2025

9:00AM AEDT

As a Hybrid Meeting

Held at: Bond Store 3, 30 Windmill Street, Millers Point, Sydney NSW 2000 and as a virtual meeting

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

Contents

Contents	Contents
Venue and Voting Information	2
Notice of Annual General Meeting – Agenda and Resolutions	5
Notice of Annual General Meeting – Explanatory Statement Glossary	10 23
Proxy Form	Attached

Important Information for Shareholders about the Company’s 2025 AGM

This Notice is given based on circumstances as at 30 September 2025. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://www.siteminder.com/.

Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 9.00am AEDT on Wednesday, 29 October 2025 at Bond Store 3, 30 Windmill Street, Millers Point, Sydney, NSW 2000 and as a virtual meeting .

The Company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

An account can be created via the following link investor.automic.com.au and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting.

3. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left-hand menu bar to join the meeting.

4. Click on “ Join Meeting ” and follow the prompts on screen to register and vote.

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Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.

Questions must be submitted in writing to the Company Secretary at least five business days prior to the AGM to linda.gough@siteminder.com.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

Voting virtually at the Meeting

Shareholders who wish to vote virtually on the day of the AGM can do so by logging in to the Automic shareholder portal.

1. Open your internet browser and go to investor.automic.com.au

2. Login using your username and password. If you do not already have an account, click “ Register ” and follow the prompts. Shareholders are encouraged to register prior to the commencement of the Meeting to avoid delays in accessing the virtual platform.

3. After logging in, a banner will appear at the bottom of your screen when the Meeting is open for registration. Click “ Register” . Alternatively, select Meetings from the left-hand menu.

4. Click on “ Join Meeting ” and follow the prompts.

5. When the Chair of the Meeting declares the poll open, select the “ Voting ” dropdown menu on the right-hand side of your screen.

6. Select either the “ Full ” or “ Allocate ” option to access your electronic voting card.

7. Follow the prompts to record your voting direction for each resolution and click “ Submit votes ”. For allocated votes, the number of votes submitted must not exceed your remaining available units. Important : Votes cannot be amended once submitted.

For further information on the live voting process please see the Registration and Voting Guide at https://www.automicgroup.com.au/virtual-agms/

It is recommended that Shareholders wishing to attend the Meeting log in from 8:30am on 29 October 2025.

Your vote is important

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

Voting in person

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

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Voting by proxy

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

Online	Lodge the Proxy Form online athttps://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guideathttps://www.automicgroup.com.au/virtual- agms/
By post	Automic, GPO Box 5193, Sydney NSW 2001
By hand	Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
By email	Complete the enclosed Proxy Form and email it to: meetings@automicgroup.com.au

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

Technical difficulties

Technical difficulties may arise during the course of the Annual General Meeting. The Chair has discretion as to whether and how the Meeting should proceed in the event that a technical difficulty arises. In exercising his discretion, the Chair will have regard to the number of Shareholders impacted and the extent to which participation in the business of the Meeting is affected. Where he considers it appropriate, the Chair may continue to hold the Meeting and transact business, including conducting a poll and voting in accordance with valid proxy instructions. For this reason, Shareholders are encouraged to lodge a proxy not later than 48 hours before the commencement of the Meeting.

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of SiteMinder Limited ACN 121 931 744 will be held at 9:00am AEDT on Wednesday, 29 October 2025 at Bond Store 3, 30 Windmill Street, Millers Point, Sydney, NSW 2000 and as a virtual meeting (Meeting) .

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 9:00am AEDT on Monday, 27 October 2025.

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

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

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

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

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Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2025.”

Note : The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Statement for further details on the consequences of voting on this Resolution.

Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter ). However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and

• (b) it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting ( Chair ) as your proxy and you are not a Restricted Voter, by submitting the Proxy Form you authorise the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the Chair to vote “against”, or to abstain from voting on, this Resolution.

Undirected proxy

The Chair of the meeting is deemed appointed where a completed proxy form is submitted which does not contain the name of the proxy or where the person appointed on the form is absent from the meeting or does not vote in accordance with your directions. If you direct the Chair how to vote on a Resolution, the Chair must vote in accordance with your direction.

If you appoint the Chair of the meeting as your proxy or the Chair of the meeting is appointed as your proxy by default, and you do not mark a voting instructions box for Resolution 1, then by completing and submitting the proxy form, you will be expressly authorising the Chair of the meeting to exercise the proxy as the Chair sees fit in respect of Resolution 1 even though Resolution 1 is connected directly or indirectly with the remuneration of the Company’s KMP. The Chair intends to vote in favour of Resolution 1.

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- Re election of Directors

2. Resolution 2 – Re-election of Kim Anderson as Director

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

“That for the purposes of the Company’s Constitution and all other purposes, Kim Anderson, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible offers herself for re-election, is re-elected as a Director of the Company, in accordance with the Company’s Constitution effective immediately.”

3. Resolution 3 – Re-election of Dean Stoecker as Director

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

“That for the purposes of the Company’s Constitution and all other purposes, Dean Stoecker, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.5, and being eligible offers himself for re-election, is re-elected as a Director of the Company, in accordance with the Company’s Constitution effective immediately.”

Grant of Performance Rights to the Managing Director and Chief Executive Officer

4. Resolution 4 – Grant of Performance Rights to the Managing Director and Chief Executive Officer (Managing Director and CEO)

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

“That, for the purpose of ASX Listing Rule 10.14 and for all other purposes, approval be given, for the grant of 209,039 Performance Rights over Shares in the Company to the Managing Director and CEO, Sankar Narayan, in respect of his FY2026 LTI award, in accordance with the terms of the EEIP and as set out in the Explanatory Statement below.”

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Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of:

• (a) a person referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the EEIP; and

• (b) an associate of that person or those persons,

as well as any votes cast by members of the KMP and their Closely Related Parties as proxies.

However, this does not apply to a vote cast in favour of Resolution 4, which is cast:

• (a) by a person as proxy or attorney for a person who is entitled to vote on Resolution 4, in accordance with directions given to the proxy or attorney to vote on Resolution 4 in that way; or

• (b) by the Chair of the Annual General Meeting acting as a proxy or attorney for a person who is entitled to vote on Resolution 4 and the appointment expressly authorises the Chair to exercise the proxy as the Chair decides; or

• (c) by a holder acting solely as a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided:

• written communication is provided by the beneficiary that the beneficiary is not excluded from voting and is not an associate of a person excluded from voting; and

• the vote is cast in accordance with the directions of the beneficiary to the holder.

If you appoint the Chair as your proxy and you are not a Restricted Voter, by submitting the Proxy Form you authorise the Chair to exercise the proxy even though Resolution 4 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 4. If you do not want your vote exercised in favour of Resolution 4, you should direct the Chair to vote “against”, or to abstain from voting on, these Resolutions.

Undirected proxy

The Chair of the meeting is deemed appointed where a completed Proxy Form is submitted which does not contain the name of the proxy or where the person appointed on the form is absent from the meeting or does not vote in accordance with your directions. If you direct the Chair how to vote on a Resolution, the Chair must vote in accordance with your direction.

If you appoint the Chair of the meeting as your proxy or the Chair of the meeting is appointed as your proxy by default, and you do not mark a voting instructions box for Resolution 4, then by completing and submitting the Proxy Form, you will be expressly authorising the Chair of the meeting to exercise the proxy as the Chair sees fit in respect of Resolution 4, even though Resolution 4 is connected directly or indirectly with the remuneration of the Company’s KMP. The Chair intends to vote in favour of Resolution 4.

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Renewal of Proportional Takeover Provisions

5. Resolution 5 – Renewal of Proportional Takeover Provisions

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

"That, for the purposes of section 648G of the Corporations Act and for all other purposes, the Proportional Takeover Provisions set out in Clause 14 of the Company’s Constitution be renewed for a period of three years from the date of the Meeting.”

BY ORDER OF THE BOARD

30 September 2025

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 9:00am AEDT on Wednesday, 29 October 2025 at Bond Store 3, 30 Windmill Street, Millers Point, Sydney, NSW 2000 and as a virtual meeting (Meeting) .

This Explanatory Statement should be read in conjunction with, and forms part of, the accompanying Notice of Meeting. The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

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

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2025 together with the declaration of the Directors, the Director’s Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at https://www.siteminder.com/.

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

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:

• Conduct of the audit;

• Preparation and content of the Auditor’s Report;

• Accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• Independence of the auditor in relation to the conduct of the audit.

Written questions of the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report by the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

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Please note that all written questions must be received at least five business days before the Meeting, which is by Monday, 21 October 2025.

Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at https://www.siteminder.com/.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the 2025 Annual General Meeting, and again at the 2026 Annual General Meeting ( 2026 AGM ), the Company will be required to put a Spill Resolution to the shareholders. The Spill Resolution would call a Spill Meeting where affected directors must stand for re-election. If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2026 AGM. All of the Directors who were in office when the 2026 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

Election of Directors

Resolution 2 – Re-election of Kim Anderson as Director

Rule 6.1 of the Company’s Constitution requires that at each Annual General Meeting one-third of the Directors, rounded down, if necessary, to the nearest whole number, must retire from office. The retiring Directors must not be a Chief Executive or Managing Director. The Directors to retire at the Annual General Meeting are those who have been in office the longest since their last election.

ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each Annual General Meeting.

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Kim Anderson was appointed a Director of the Company on 20 April 2022 and Chair of the People and Culture Committee. She has not sought re-election since appointment. The Board considers Kim Anderson to be an independent director.

Under this Resolution, Kim Anderson has elected to retire by rotation, and being eligible, seeks reelection as a Director of the Company at this AGM.

Experience and Expertise

Kim Anderson brings more than 30 years’ board and executive expertise to SiteMinder from a range of media and e-commerce companies. Kim is the former CEO and founder of Reading Room Inc (bookstr.com), CEO of Southern Star Entertainment, and has held senior executive positions at PBL and NineMSN.

Kim Anderson is currently a non-executive director and serves as the Chair of the Remuneration, People and Culture Committee of Car Group Ltd (ASX:CAR). She was previously a non-executive Director of Infomedia Ltd (ASX:IFM), Marley Spoon (ASX:MMM), and Invocare (ASX:IVC).

Qualifications

Kim Anderson holds a Bachelor of Arts from the University of Sydney and a Graduate Diploma in Library Information Science from the University of Technology Sydney.

Directors’ recommendation

The Directors (excluding Kim Anderson) recommend that Shareholders vote in favour of this Resolution.

Resolution 3 – Re-election of Dean Stoecker as Director

Rule 6 of the Company’s Constitution requires that at each Annual General Meeting one-third of the Directors, rounded down, if necessary, to the nearest whole number, must retire from office. The retiring Directors must not be a Chief Executive or Managing Director. The Directors to retire at the Annual General Meeting are those who have been in office the longest since their last election.

ASX Listing Rule 14.5 also provides that an entity which has Directors must hold an election of Directors at each Annual General Meeting.

Dean Stoecker was appointed a Director and Non-Executive Director of the Company on 15 September 2022 and has not sought re-election since appointment. The Board considers Dean Stoecker to be an independent director.

Under this Resolution, Dean Stoecker has elected to retire by rotation, and being eligible, seeks reelection as a Director of the Company at this AGM.

Experience and Expertise

Dean Stoecker founded Alteryx in 1997, led the company through a successful IPO in March 2017, and served as CEO through October 2020, achieving solid organic growth.

Dean Stoecker serves as advisor to entrepreneurs and is an active philanthropist. He created the Alteryx for Good program to bring the thrill of solving real-world problems to not-for-profits, educators, and local communities. Dean Stoecker is passionate about humanising the world of data science and analytics. Before co-founding Alteryx, Dean Stoecker held various sales and business leadership roles at Strategic Mapping and Dun & Bradstreet.

Qualifications

Dean earned his MBA from Pepperdine University and his undergraduate degree in international

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business from the University of Colorado, Boulder.

Directors’ recommendation

The Directors (excluding Dean Stoecker) recommend that Shareholders vote in favour of this Resolution.

Resolution 4 – Grant of Performance Rights to the Managing Director and CEO, Mr Sankar Narayan

Background

The Board is proposing to grant the Managing Director and CEO 209,039 Performance Rights in respect of his FY2026 LTI.

Each Performance Right is a right to receive one Share, subject to the satisfaction of the performance and service-related conditions over the performance period. The terms of the Performance Rights are summarised below.

The Managing Director and CEO’s FY2026 LTI award is being granted in the form of Performance Rights as the Company issues performance-based LTI awards to align the interests of management with those of Shareholders. It is proposed that Performance Rights will be granted with vesting contingent upon meeting two performance measures and fulfilling an ongoing service condition. Twenty-five percent (25%) of the Performance Rights will be subject to a relative TSR performance measure, and 75% of the Performance Rights will be subject to a “Rule of 40” performance measure, together with an aggregate Free Cash Flow measure.

Since first listing on the ASX in 2021, the Company has reviewed appropriate measures for testing its performance. In this respect, the Company has determined to use the “Rule of 40” as a measure of performance for a portion of the Performance Rights. The Rule of 40 is a well-accepted measure of performance for companies in the Software as a Service (SaaS) market, such as SiteMinder. The Rule of 40 is measured as the sum of revenue growth rate (%) and underlying Free Cash Flow (FCF) margin, tested over the performance period.

Further details on the performance measures are set out in the table entitled “Key terms of the Performance Rights” below.

Approvals sought

ASX Listing Rule 10.14 requires the Company to obtain Shareholder approval for the issue of securities to a Director under an employee incentive scheme. Approval is being sought pursuant to ASX Listing Rule 10.14.1, as the Managing Director and CEO is a director of the Company.

The Company wishes to have flexibility to satisfy Performance Rights by way of issuing new Shares or acquiring Shares on-market. Accordingly, Shareholders are asked to approve the grant of 209,039 Performance Rights to the Managing Director and CEO under the EEIP, on the terms and conditions set out below. Approval of this Resolution will also result in the Performance Rights granted to the Managing Director and CEO being included as an exception to the approval requirements of ASX Listing Rule 7.1. This means the Performance Rights granted to the Managing Director and CEO, and any other Shares issued pursuant to this approval, will not use up part of the 15% limit available under ASX Listing Rule 7.1. Subject to Shareholder approval being obtained, the Performance Rights will be issued to Mr Sankar Narayan within 12 months of the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules). It is anticipated that the Performance Rights will be issued on one date.

If approval is not obtained from Shareholders, then the Board will consider whether to proceed with the grant, make the grant on different terms or acquire Shares on-market to satisfy vested

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Performance Rights.

Key terms of the Performance Rights

An overview of the key terms of the proposed grant of Performance Rights to the Managing Director and CEO under the FY2026 LTI are set out below. The Performance Rights will be granted under the rules of the EEIP, which are summarised at Annexure A of this Notice.

Term	Details
	Subject to Shareholder approval, the Managing Director and CEO will be granted 209,039
	Performance Rights under the EEIP.
	The number of Performance Rights to be granted has been calculated by dividing the Managing
	Director and CEO’s maximum FY2026 LTI opportunity (which comes to a value of $1,411,017),
	by the VWAP of the Company’s ordinary Shares over the five (5) trading days following release
	of the Company’s annual results for FY2025, being $6.75.
	The Managing Director and CEO’s LTI opportunity at target is 198% of Fixed Remuneration. The
	Performance Rights subject to the “Rule of 40” performance measure include a stretch target
	with maximum vesting at 150%, bringing the LTI opportunity at maximum to 272% of Fixed
Number of	Remuneration. The LTI opportunity takes into consideration that the Managing Director and
Performance	CEO’s Fixed Remuneration remains below the median of the Company’s peer group. The LTI
Rights	construct is designed to supplement his lower Fixed Remuneration and reward sustainable
	long-term performance, with higher vesting levels available to reward outperformance.
	As set out in the 2025 Remuneration Report, as the Company sustains positive underlying Free
	Cash Flow, the Managing Director and CEO’s remuneration will be adjusted over time to
	achieve a more balanced weighting between fixed and variable components, in line with
	appropriate benchmarks. However, our emphasis will continue to be on variable remuneration
	to ensure our executives have meaningful ‘skin in the game’ and maintain a strong
	entrepreneurial spirit.
	The Managing Director and CEO will not be required to pay any consideration to be granted the
	Performance Rights.
Date of grant	Within 12 months of the AGM.
	Each Performance Right is an entitlement to receive one Share, subject to satisfaction of the
	applicable performance measures and service condition.
	Prior to vesting and exercise into Shares, Performance Rights do not carry any dividend or
Performance	voting rights, or in general, a right to participate in other corporate actions such as bonus
Rights	issues. However, a dividend equivalent payment will be paid to the Managing Director and CEO
	in respect of Performance Rights that vest, as outlined below.
	Performance Rights are not transferable (except in limited circumstances or with the consent
	of the Board).
	Performance Rights will vest on, or as soon as practicable following 1 July 2028, subject to the
	Managing Director and CEO’s continued employment, and the satisfaction of the applicable
	performance-based vesting conditions, as set out below:
	● Vesting of 25% of Performance Rights is subject to a relative TSR measure, reflecting
Vesting conditions	Shareholders’ outcomes, tested over the performance period from 1 July 2025 to 30 June 2028.
	● Vesting of 75% of Performance Rights is subject to (a) a “Rule of 40” performance
	measure, and (b) aggregate underlying Free Cash Flow being positive, with no annual
	testing. Both (a) and (b) are measured over the performance period from 1 July 2025
	to 30 June 2028.

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Term	Details	Details
Performance Right measures and weightings - 25% TSR	Twenty-five percent (25%) of Performance Rights will be subject to the Company’s relative TSR performance measure. Broadly, TSR calculates the return Shareholders would earn if they held a notional number of Shares over a period of time. It measures the change in the Company’s Share price, plus the value of dividends during the relevant period, assuming that the dividends are reinvested into new Shares. Relative TSR compares the Company’s TSR performance against the TSR of a bespoke peer group of companies. The peer group comprises companies participating in the travel industry and a comparator group from the ASX All Technology Index (XTX), excluding the following companies: ● those with market capitalisation of less than $250 million; and ● those in the following sectors: online retailing, online marketplaces, materials, manufacturing/hardware, infrastructure (e.g. data centres, registries) and distributors. The peer group is comprised of the following companies: 4D Medical Ltd Gentrack Group Ltd Qoria Ltd Alliance Aviation Services Ltd HelloWorld Ltd ReadyTech Holdings Ltd Bravura Solutions Limited InfoMedia Ltd Serko Ltd Block, Inc. Iress Ltd Technology One Ltd Catapult Group International Ltd Life360, Inc. Tyro Payments Ltd Corporate Travel Management Ltd Megaport Ltd Webjet Group Ltd DUG Technology Ltd Nuix Ltd Web Travel Group Ltd EML Payments Ltd Objective Corporation Ltd WiseTech Global Ltd Fineos Corp Ltd Praemium Ltd Xero Ltd FlightCentre Ltd Pro Medicus Ltd Hansen Technologies Ltd Qantas Ltd The percentage of Performance Rights, if any, will be determined with reference to the Company’s TSR in comparison to that of companies in the bespoke peer group over the performance period (from 1 July 2025 to 30 June 2028) as set out in the table below. TSR rank in bespoke peer group Performance Rights subject to relative TSR measure that vest (%) Less than 50th percentile (below threshold) 0%
	TSR rank in bespoke peer group	Performance Rights subject to relative TSR measure that vest (%)
	Less than 50th percentile (below threshold)	0%

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Term

Details

Equal to 50th percentile 50% (threshold) Greater than 50th percentile but less than 75th percentile Straight line pro-rata between 50% and 100% (between threshold and maximum) At or above 75th percentile 100% (maximum) The Board retains discretion to adjust the relative TSR measure or vesting schedule in appropriate circumstances, including for matters outside of management’s influence and the impact of any material acquisitions or corporate activity during the performance period, such that a participant is neither advantaged nor disadvantaged by matters that may materially affect achievement of the relative TSR measure. Seventy-five percent (75%) of the Performance Rights will be subject to (a) a Rule of 40 performance measure, and (b) aggregate underlying Free Cash Flow being positive, with no annual testing, and both (a) and (b) will be measured over 3 years. The LTI is constructed to incentivise sustained performance on the Rule of 40 over the next three years with 100% vesting on achieving 40, and up to 150% on exceeding 40 on a straight line basis. Vesting is conditional on achieving positive aggregated underlying Free Cash Flow over three years. The company’s performance tested against the Rule of 40 in FY2025 was 21.3%, reflecting a continued improvement compared to the previous year. The Rule of 40 is calculated as the sum of (i) revenue CAGR; and (ii) underlying Free Cash Flow ( FCF ) margin, both tested over the performance period, and is aligned with the Company’s strategic objectives and long-term value creation. Importantly, the Rule of 40 provides the Board with flexibility to adjust the balance between growth and profitability depending on market conditions and strategic priorities. The revenue CAGR is calculated on a constant currency and organic basis, which removes the impact of foreign exchange rate movements, acquisitions, divestments, and items that are nonrecurring or non-operational in nature. Performance Right measures and The FCF margin is calculated as the aggregate underlying FCF divided by aggregate revenue. weightings -75% Underlying FCF is calculated as the sum of aggregate underlying operating cash flow and Rule of 40 aggregate underlying investing cash flow. The measure requires cumulative Free Cash Flow over the performance period to be positive. The financial metrics used to calculate underlying Free Cash Flow margin would exclude inorganic and non-operational items including but not limited to restructuring costs, pre-IPO costs, acquisition and disposal of businesses and investments to reflect the true operational performance of the business. The percentage of Performance Rights that vest, if any, will be determined over the performance period (from 1 July 2025 to 30 June 2028) as set out in the table below. The Company will review the vesting schedule for future grants. Rule of 40 Performance Performance Rights subject to Rule of 40 that vest (%) <30 0% 30-39.9 Straight-line 50%-99.9%

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Term	Details
	40	100%
	>40-42	Straight-line to 150%
Performance period	Performance Rights will be tested over a 36-month performance period (from 1 July 2025 to 30 June 2028). Any Performance Rights that do not vest following testing will lapse.
Exercise and allocation of Shares	Following determination of the extent to which the performance measures have been satisfied (at the end of the performance period), vested Performance Rights will be automatically exercised, and one Share will be allocated for each vested Performance Right that is exercised. The Company’s obligation to allocate Shares on vesting and automatic exercise may be satisfied by issuing new Shares, acquiring Shares on-market or by transferring from an employee share trust.
Dividend equivalent payment	Upon vesting of the Performance Rights, the Managing Director and CEO will be granted a dividend equivalent payment in the form of additional Shares. The dividend equivalent will only be paid in respect of those Performance Rights that vest. This payment will be equivalent to the value of the dividends that would have been paid on the Shares underlying the Performance Rights prior to vesting, divided by the market price of a Share at the time of allocation of the additional Shares.
Price payable for securities	No amount is payable by the Managing Director and CEO in respect of the grant of Performance Rights, nor in respect of any Shares allocated on exercise of vested Performance Rights.
Cessation of employment	In general, if the Managing Director and CEO ceases employment with the Company, the treatment of his Performance Rights will depend on the circumstances of his cessation of employment. Where the Managing Director and CEO ceases employment with the Company, and is a Bad Leaver, any Performance Rights held by the Managing Director and CEO will lapse following the Managing Director and CEO’s cessation of employment with the Company. Where the Managing Director and CEO ceases employment with the Company for any other reason, a pro-rata number of unvested Performance Rights (based on the period of time elapsed from grant to cessation) remain on foot and may vest to the extent that the performance measures are met when tested following the end of the performance period. All vested Performance Rights will continue on the same terms, unless the Board determines otherwise. The Board retains discretion to determine a different treatment for the Managing Director and CEO’s Performance Rights on cessation of employment.
Malus / Clawback	The EEIP provides the Board with the ability to apply malus/clawback and forfeit Performance Rights or Shares in certain circumstances, including fraud, gross misconduct or material misstatement of financial records.

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Term	Details
	In general, where a change of control event occurs (including a takeover, scheme of
	arrangement or winding-up of the Company), the Board may determine how Performance Rights
	will vest, including (but not limited to):
Change of control	(a) determining that Performance Rights (or a portion of Performance Rights) will vest;
	and/or
	(b) reducing or waiving the vesting conditions on Performance Rights.
	There is no loan scheme in relation to the grant of Performance Rights under the EEIP.
	A summary of the material terms of the EEIP is set out in Annexure A of this Notice.
	Details of any Performance Rights granted under the EEIP will be published in the Annual Report
Other information	relating to the period in which they were granted, along with a statement that approval for the grant was obtained under Listing Rule 10.14.
	Any additional people covered by ASX Listing Rule 10.14 who become entitled to participate in a
	grant of Performance Rights under the EEIP after this Resolution 4 is approved, and who were
	not named in this Notice of Meeting, will not participate until approval is obtained under that
	rule.

The Managing Director and CEO’s total remuneration package for FY2026

The Managing Director and CEO’s total remuneration package for FY2026 is set out below:

Remuneration element	Opportunity
Fixed Remuneration (Base salary plus	$519,0591
superannuation)
STI	103% of Fixed Remuneration at target (i.e.$534,631)
	155% of Fixed Remuneration at maximum (i.e., $801,946)
	50% of the STI outcome will be deferred into Rights for 12
	months.*
LTI – FY2026 grant	198% of Fixed Remuneration at target (i.e., $1,026,194)
	272% of Fixed Remuneration at maximum (i.e., $1,411,017)

• Deferral of STI is subject to a threshold of $50,000. This means that 50% of the value of the STI outcome exceeding $50,000 will be deferred into Rights, subject to a minimum deferral of $10,000.

At the end of the deferral period, Rights will generally be settled in Shares. However, where the Managing Director and CEO holds vested equity (Rights, Options and Shares) which exceeds the value of four times his Fixed Remuneration, the Managing Director and CEO can elect to have the Rights settled in cash.

Further information regarding the Managing Director and CEO’s remuneration arrangements is detailed on pages 19 to 36 of the FY2025 Annual Report.

1 The Managing Director and CEO received a 14% increase to base salary on 1 July 2025.

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Previous awards under the EEIP

The following table summarises the securities previously granted to the Managing Director and CEO under the EEIP:

Description	Number of Performance Rights	Average Acquisition Price (per
	or Options Granted	security)
FY2022 Performance Rights	15,501	Nil
FY2023 Performance Rights (tranche 1)	14,437	Nil
FY2023 Performance Rights (tranche 2)	14,437	Nil
FY2024 Performance Rights	48,952	Nil
FY2025 Performance Rights	303,651	Nil
FY2022 Options (tranche 1)	25,983	$5.57
FY2022 Options (tranche 2)	31,691	$6.69
FY2022 Options (tranche 3)	37,687	$7.70
FY2023 Options (tranche 1)	164,340	$3.84
FY2023 Options (tranche 2)	164,340	$3.84
FY2024 Options	356,129	$4.53

Voting exclusion

Note that a voting exclusion applies to Resolution 4 in the terms set out in the Notice of Meeting. In particular, the Managing Director and CEO and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 4 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 4.

Shareholders are urged to read carefully the Proxy Form and to provide a direction to the proxy on how to vote on this Resolution.

Directors' Recommendation

The Board (other than the Managing Director and CEO who abstains from making a recommendation because of his interest in the resolution) unanimously recommends that Shareholders vote in favour of this Resolution.

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Renewal of Proportional Takeover Provisions

Resolution 5 – Renewal of Proportional Takeover Provisions

Section 648G(1) of the Corporations Act provides that a company’s proportional takeover provisions will cease to have effect at the end of three years from the date of adoption (or renewal, as the case may be). The Company’s Constitution which was adopted in November 2021 contains provisions concerning Proportional Takeovers in Clause 14 (Approval of Proportional Takeover Bids) ( Proportional Takeover Provisions ). The Company wishes to renew these Proportional Takeover Provisions.

The following information is provided for the purposes of Section 648G of the Corporations Act.

Renewal of proportional takeover provisions

Proportional takeover bid

A proportional takeover bid is a takeover bid where the offer made to each Shareholder is only for a proportion of the Shareholder’s Shares. If a Shareholder accepts, in full, an offer under a proportional takeover bid, the Shareholder will only dispose of a specified portion of their Shares in the Company and retain the balance of the Shares.

The Proportional Takeover Provisions are designed to assist Shareholders to receive proper value for their Shares if a proportional takeover bid is made for the Company by providing, in the Constitution, that:

• (a) in the event of a proportional takeover bid being made for Shares in the Company, Shareholders are required to vote and collectively decide whether to accept or reject the offer; and

• (b) the majority decision of the Company’s members will be binding on all Shareholders.

Effect of the proposed provisions

Where offers have been made under a proportional takeover bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional takeover bid is prohibited unless and until a resolution to approve the proportional takeover bid is passed by Shareholders or otherwise, as pursuant to the terms of the Proportional Takeover Provisions.

In more detail, the effect of the Proportional Takeover Provisions is as follows:

• (a) if a proportional takeover bid is made for Securities of the Company, the Directors must ensure that a meeting of Shareholders is convened to vote on a resolution to approve that bid;

• (b) the bidder and persons associated with the bidder may not vote;

• (c) approval of the bid will require a simple majority of the votes cast;

• (d) the meeting must take place more than 14 days before the last day of the bid period (Resolution Deadline);

• (e) if the resolution is rejected before the Resolution Deadline, the bid cannot proceed and any transfers giving effect to takeover contracts for the bid will not be registered;

• (f) the bid will be taken to have been approved if, as at the end of the day before the Resolution Deadline, the resolution has not been voted on;

• (g) if the resolution is approved, the transfers must be registered (subject to other provisions of the Corporations Act and the Constitution); and

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• (h) the Directors will breach the Corporations Act if they fail to ensure the resolution is voted on. However, the bid will still be taken to have been approved if it is not voted on within the Resolution Deadline.

The Proportional Takeover Provisions do not apply to full takeover bids. If the Proportional Takeover Provisions are renewed, they will cease to apply at the end of three years after renewal unless renewed by a Special Resolution of Shareholders.

Reasons for the proposed provisions

In the absence of the Proportional Takeover Provisions, a proportional takeover bid may result in control of the Company changing without Shareholders having an opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders could be exposed to the risks of passing control to the bidder without payment of an adequate control premium for all their Shares and being left with a minority interest in the Company. Such Shareholders could suffer potential further loss if the takeover bid were to cause a decrease in the Share price or otherwise make the Shares less attractive and, therefore, more difficult to sell.

Knowledge of any acquisition proposals

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

Advantages and disadvantages during the period in which they have been in effect

The Directors consider that the Proportional Takeover Provisions had no advantages or disadvantages for them during the period in which they have been in effect.

The advantages and disadvantages of the Proportional Takeover Provisions for Shareholders include those set out below, which were applicable during the period in which they have been in effect.

Potential advantages and disadvantages

The renewal of the Proportional Takeover Provisions will enable the Directors to formally ascertain the views of the Shareholders in respect of a proportional takeover bid. Without such provisions, the Directors are dependent upon their perception of the interests and views of Shareholders. Other than this advantage, the Directors consider that the Proportional Takeover Provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted. The potential advantages of the Proportional Takeover Provisions for Shareholders include:

• (a) providing the right to discuss, in a meeting called specifically for that purpose, and then decide, by majority vote, whether an offer under a proportional takeover bid should proceed;

• (b) assisting the prevention of Shareholders being locked in as a minority;

• (c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced;

• (d) potentially increasing the likelihood of a full takeover bid rather than a proportional takeover bid; and/or

• (e) enabling individual Shareholders to better assess the likely outcome of the proportional takeover bid, by knowing the view of the majority of Shareholders, which may assist in deciding whether to accept or reject an offer under the bid.

The potential disadvantages of the Proportional Takeover Provisions for Shareholders include:

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• (a) imposing a hurdle to, and potentially discouraging the making of, provisional takeover bids which, in turn, may reduce any takeover speculation element in the price of Shares;

• (b) potentially reducing the likelihood of success of a proportional takeover bid;

• (c) possible reduction or loss of opportunities for Shareholders to sell some or all of their Shares at a premium; and/or

• (d) potentially causing some Shareholders to form the view that the Proportional Takeover Provisions impose an unreasonable restriction on their ability to freely deal with their Shares.

Prior to the Meeting, a copy of the Constitution, which includes the Proportional Takeover Provisions, is available for review by Shareholders at the Company’s registered office during normal business hours. A copy of the Constitution can also be sent to Shareholders of the Company upon a request being made to the Company Secretary.

A copy of the Constitution will be tabled at the Meeting.

Pursuant to section 136(2) of the Corporations Act, a modification to the Company’s Constitution (which includes renewal of the Proportional Takeover Provisions) can only be effected by way of a Special Resolution passed by its Shareholders. Therefore, this Resolution is a Special Resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on this Resolution are voted in its favour.

Professional Advice

If you have any doubt or do not understand this Resolution, it is strongly recommended that you seek advice from a solicitor or other professional advisor.

Directors’ Recommendation

The Board unanimously recommends that Shareholders vote in favour of this Resolution.

Enquiries

Shareholders are asked to contact the Company Secretary by emailing linda.gough@siteminder.com if they have any queries in respect of the matters set out in these documents.

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Glossary

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

Annual Financial Report means the FY2025 Annual Report to Shareholders for the period ended 30 June 2025 as lodged by the Company with ASX on 27 August 2025.

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

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

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

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

Auditor’s Report means the auditor’s report of Deloitte dated 27 August 2025 as included in the Annual Financial Report.

Bad Leaver means anyone who ceases to be an employee due to:

• (a) resignation, where the participant (i) will be commencing employment with, or providing services to, a competitor of the Company; (ii) was under a performance plan;

• (b) dismissal for cause or poor performance;

• (c) a negotiated termination, as determined by the Board

or any other circumstances determined by the Board to constitute a Bad Leaver.

Board means the current board of Directors of the Company.

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

CAGR means compound annual growth rate.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means SiteMinder Limited ACN 121 931 744.

Constitution means the Company’s constitution.

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

Director means a current director of the Company.

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

Dollar or “ $ ” means Australian dollars.

EEIP means the SiteMinder Employee Equity Incentive Plan.

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

Fixed Remuneration means base salary plus superannuation.

FY2026 LTI means the long-term variable component of the Managing Director and CEO’s remuneration package for the 2026 financial year.

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

LTI means long-term incentive.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 29 October 2025 including the Explanatory Statement.

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

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

Performance Right means a performance right which, subject to its terms, could convert to a Share.

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

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

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

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

Right means a right which, subject to its terms, could convert to a Share.

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

Shareholder means a holder of a Share.

Share Registry means Automic Pty Ltd.

STI means short-term incentive.

Spill Meeting means the meeting that will be convened within 90 days of the 2026 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2026 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2026 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2026 AGM.

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

VWAP means the volume weighted average market (closing) price of an ordinary share in the Company.

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Annexure A - Summary of the Employee Equity Incentive Plan

Key terms	Detail
Purpose	The EEIP allows the Board to grant awards in the form of Shares, Performance Rights or Options (collectively,Awards) to eligible participants which provide the opportunity to acquire fully paid Shares for the purposes of attracting, motivating and retaining key employees. Under the Plan, the Board may make offers in respect of a participant’s short-term and/or long-term incentive components of remuneration.
Eligible participants	The Board may offer Awards to any eligible employees (full and part-time), directors and casual employees, as selected by the Board to be eligible to participate in the Plan. The Company will seek Shareholder approval for participation of any directors in the Plan if required by the ASX Listing Rules.
Awards	Where Awards are granted as Performance Rights or Options, each Award is an entitlement to acquire a Share (or receive a cash payment of equivalent value at the discretion of the Board), subject to satisfaction of any applicable performance and/or service-related conditions and, in the case of Options, payment of any applicable Exercise Price. Where Awards are granted as Shares, those Shares may be subject to the satisfaction of an applicable performance and/or service-related conditions. The Board will determine the terms of Awards for each offer. Unless the Board determines otherwise, no payment is required for the grant of Awards. Each offer under the Plan will specify the maximum number or value of Awards that the participant may acquire. Rights or Options do not carry any dividend or voting rights, or in general, a right to participate in other corporate actions such as bonus issues. Rights and Options are not transferable (except in limited circumstances or with the consent of the Board).
Vesting period and conditions	The Board may determine vesting conditions, which may include performance and/or service-related conditions, that must be satisfied before Awards vest and, if applicable, become exercisable. The vesting conditions will be measured and tested over a vesting period determined by the Board. The Plan provides the Board with the ability to review and adjust the vesting conditions, targets and vesting schedules (as applicable) on a grant-by-grant basis, ensuring they remain appropriate for the particular grant.
Allocation of Shares	The Company may issue new Shares or procure the acquisition of Shares on-market to allocate Shares under the EEIP to participants following vesting and exercise of Awards. The terms of Options or Performance Rights may provide that they may be exercised during an exercise period, or may be automatically exercised. The Company may also operate an employee share trust to acquire, hold or provide Shares for the purposes of the Plan.
Other terms	The Board may determine any additional terms applicable to the Awards, including any disposal restrictions that apply to Shares, as well as any other vesting or lapsing conditions.
Cessation of employment	In general, where a participant ceases employment with the Company, the treatment of their Awards will be as follows:

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		Unvested Awards All unvested Awards held by the participant will lapse or be forfeited (as applicable) on cessation. Vested Awards Vested Awards will continue on the same terms. Any vested Awards that are exercisable, must be exercised within 90 days of cessation (or where Awards vest following the end of the vesting period, within 90 days of vesting). The Board retains discretion to apply a different treatment in respect of unvested and vested Awards.
Change of control		Where a change of control occurs (e.g., a takeover, scheme of arrangement or other arrangement in which the control of the Company passes to a person outside of the Group), the Board retains full discretion to determine the treatment of the Awards at that time. This could include determining that some or all of a participant’s unvested Awards will vest at the time of the event.
Malus and clawback		The Plan provides the Board with the ability to apply malus or clawback and declare that all, or some, of the Awards lapse or Shares held under the Plan are forfeited. The Board may apply malus / clawback in certain circumstances, including where the participant’s actions: ● constitute fraud, or dishonest or gross misconduct in relation to the affairs of the Company; ● bring the Company into disrepute; or ● are in breach of their obligations to the Company.
Plan administration		The Plan may be administered by either the Board or an external party, including using an employee share trust to acquire, hold or transfer Shares under the Plan. The Board retains discretion to delegate its powers or discretions under the Plan to any person or committee for a period and on the terms it decides.
Amendments and termination		The Plan may be amended, terminated or suspended at any time by a resolution of the Board. However, the amendment, termination or suspension must not materially adversely affect the rights of participants holding Awards granted under the Plan at that time, without prior written approval from the participants.

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SiteMinder Limited | ABN 59 121 931 744

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Proxy Voting Form If you are attending the virtual Meeting please retain this Proxy Voting Form for online Securityholder registration.

Your proxy voting instruction must be received by 9:00am (AEDT) on Monday, 27 October 2025 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. YOUR NAME AND ADDRESS The name and address shown above is as it appears on the Company’s share register. If this information is incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor portal:https://investor.automic.com.au/#/homeShareholders sponsored by a broker should advise their broker of any changes. STEP 1 - APPOINT A PROXY If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. DEFAULT TO THE CHAIR OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel. STEP 2 - VOTES ON ITEMS OF BUSINESS You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF SECOND PROXY You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms together. If you require an additional Proxy Voting Form, contact Automic Registry Services. SIGNING INSTRUCTIONS Individual:Where the holding is in one name, the Shareholder must sign. Joint holding:Where the holding is in more than one name, all Shareholders should sign. Power of attorney:If you have not already lodged the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Voting Form when you return it. Companies:To be signed in accordance with your Constitution. Please sign in the appropriate box which indicates the office held by you. Email Address:Please provide your email address in the space provided. By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual Report via email. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate Representative’ should be produced prior to admission. A form may be obtained from the Company’s share registry online at https://automicgroup.com.au.	Lodging your Proxy Voting Form:
	Online Use your computer or smartphone to appoint a proxy at https://investor.automic.com.au/#/loginsahor scan the QR code below using your smartphone Login & Click on ‘Meetings’. Use the Holder Number as shown at the top of this Proxy Voting Form. BY MAIL: Automic GPO Box 5193 Sydney NSW 2001 IN PERSON: Automic Level 5, 126 Phillip Street Sydney NSW 2000 BY EMAIL: meetings@automicgroup.com.au BY FACSIMILE: +61 2 8583 3040 All enquiries to Automic: WEBSITE: https://automicgroup.com.au PHONE: 1300 288 664 (Within Australia) +61 2 9698 5414 (Overseas)

STEP 1 - How to vote

APPOINT A PROXY:

VIRTUAL PARTICIPATION AT THE MEETING:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of SiteMinder The Company is pleased to provide Limited, to be held virtually at 9:00am (AEDT) on Wednesday, 29 October 2025 and physically shareholders with the opportunity to attend and at Bond Store 3, 30 Windmill Street, Millers Point, Sydney NSW 2000 hereby: participate in a virtual Meeting through an online Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as meeting platform powered by Automic, where your proxy, please write in the box provided below the name of the person or body corporate you shareholders will be able to watch, listen, and are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or vote online. the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have To access the virtual meeting: been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof. 1. Open your internet browser and go to investor.automic.com.au 2. Login with your username and password or click “register” if you haven’t already created The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is an account. Shareholders are encouraged to entitled to vote. create an account prior to the start of the Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising meeting to ensure there is no delay in the Chair to vote in accordance with the Chair’s voting intention. attending the virtual meeting AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED Further information on how to do this is set out in RESOLUTIONS the Notice of Meeting. The Explanatory Notes Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy that accompany and form part of the Notice of by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 1 and 4 Meeting describe the various matters to be (except where I/we have indicated a different voting intention below) even though Resolutions 1 and considered. 4 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction

Resolutions	Resolutions	For	Against Abstain	Against Abstain
1	Adoption of Remuneration Report
2	Re-election of Kim Anderson as Director
3	Re-election of Dean Stoecker as Director
4	Grant of Performance Rights to the Managing Director and Chief Executive Officer (Managing Director and
	CEO)
5	Renewal of Proportional Takeover Provisions
Please	note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on		a show of	hands or on
a poll and your votes will not be counted in computing the required majority on a poll.

STEP 3 – Signatures and contact details

Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1	Individual or Securityholder 1										Securityholder 2	Securityholder 2	Securityholder 2	Securityholder 2											Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3	Securityholder 3
Sole Director and Sole Company Secretary																Director										Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone																					Date (DD/MM/YY)
																										/						/
By providing your email address, you elect to								receive all					communications despatched by the Company electronically (where legally permissible).

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30 September 2025

Dear Shareholder,

ANNUAL GENERAL MEETING – NOTICE AND PROXY FORM

Notice is hereby given that the Annual General Meeting ( AGM ) of SiteMinder Limited ( SDR or the Company ) ( ASX:SDR ) will be held at 9.00am AEDT on Wednesday, 29 October 2025 at Bond Store 3, 30 Windmill Street, Millers Point, Sydney NSW 2000 and as a virtual meeting ( Meeting ).

In accordance with Part 1.2AA of the Corporations Act 2001 (Cth), the Company will only be dispatching physical copies of the Notice of Meeting ( Notice ) to Shareholders who have elected to receive the Notice in physical form. The Notice is being made available to Shareholders electronically and can be viewed on the Company’s ASX market announcements page and downloaded online at the following link:

• https://www.siteminder.com/investor relations/

The Company considers that it is appropriate to hold this Meeting as a hybrid meeting. Details on how to attend and participate in the virtual meeting can be found below and in the Notice of Meeting.

This Notice is given based on circumstances as at the date of this letter. Accordingly, should circumstances change, the Company will make an announcement on the ASX market - announcements platform and on the Company’s website at https://www.siteminder.com/investor relations/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Virtual Meeting

The company is pleased to provide shareholders with the opportunity to attend and participate in a virtual Meeting through an online meeting platform powered by Automic.

Shareholders that have an existing account with Automic will be able to watch, listen and vote online.

Shareholders who do not have an account with Automic are strongly encouraged to register for an account as soon as possible and well in advance of the Meeting to avoid any delays on the day of the Meeting.

An account can be created via the following link investor.automic.com.au and then clicking on “ register ” and following the prompts. Shareholders will require their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) to create an account with Automic.

To access the virtual meeting on the day:

1. Open your internet browser and go to investor.automic.com.au

2. Login with your username and password or click “ register ” if you haven’t already created an account. Shareholders are encouraged to create an account prior to the start of the meeting to ensure there is no delay in attending the virtual meeting.

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1. After logging in, a banner will display at the bottom of your screen to indicate that the meeting is open for registration, click on “ Register ” when this appears. Alternatively, click on “ Meetings ” on the left-hand menu bar to join the meeting.

2. Click on “ Join Meeting ” and follow the prompts on-screen to register and vote.

Shareholders will be able to vote (see the “Voting virtually at the Meeting” section of this Notice of Meeting below) and ask questions at the virtual meeting.

Shareholders are also encouraged to submit questions in advance of the Meeting to the Company.

Questions must be submitted in writing to the Company Secretary at least five business days prior to the AGM to linda.gough@siteminder.com.

The Company will also provide Shareholders with the opportunity to ask questions during the Meeting in respect to the formal items of business as well as general questions in respect to the Company and its business.

Your vote is important

The business of the Meeting affects your shareholding, and your vote is important. To vote in person, attend the Annual General Meeting on the date and at the place set out above.

All resolutions will be decided on a poll. The poll will be conducted based on votes submitted by proxy and at the Meeting.

Shareholders attending the meeting virtually and wishing to vote on the day of the meeting can find further instructions on how to do so in the Notice of Meeting. Alternatively, shareholders are strongly encouraged to complete and submit their vote by proxy by using one of the following methods:

Online	Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: Login to the Automic website using the holding details as shown on the Proxy Form. Click on ‘View Meetings’ – ‘Vote’. To use the online lodgement facility, Shareholders will need their holder number (Securityholder Reference Number (SRN) or Holder Identification Number (HIN)) as shown on the front of the Proxy Form. For further information on the online proxy lodgement process please see the Online Proxy Lodgement Guideathttps://www.automicgroup.com.au/virtual- agms/
By post	Complete the enclosed Proxy Form and posting it to: Automic, GPO Box 5193, SydneyNSW 2001
By hand	Complete the enclosed Proxy Form and deliver to: Automic, GPO Box 5193, SydneyNSW 2001
By email	Complete the enclosed Proxy form and email it to: meetings@automicgroup.com.au

Your Proxy instruction must be received no later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

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On behalf of the Board, thank you for your continued support as a shareholder. We look forward to welcoming you to our AGM on Wednesday, 29 October 2025.

Yours sincerely,

Linda Gough

Linda Gough Company Secretary SiteMinder Limited