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STEADFAST GROUP LIMITED — AGM Information 2024
Sep 26, 2024
65758_rns_2024-09-26_86a6c44f-e478-492b-9383-1d8d21bd2fea.pdf
AGM Information
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27 September 2024
Market Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000
Dear Sir
Notice of 2024 Annual General Meeting
Please find attached the 2024 Notice of Annual General Meeting (AGM) and sample proxy form.
The 2024 AGM will be held at 10:00 am (AEDT) on Friday, 1 November 2024 at the Hilton Sydney, Level 4, 488 George Street, Sydney NSW 2000. Shareholders can also participate in the AGM online.
The 2024 Notice of AGM and individualised links to lodge a proxy form online or submit a question will be sent by email to shareholders today.
Also attached is a letter to be mailed to shareholders today who elect to receive communications by mail only.
This announcement is authorised by the Steadfast Disclosure Committee.
All queries in relation to this announcement should be directed to:
Shalome Ruiter Steadfast Group Limited EGM – Investor Relations and ESG [email protected]
Yours faithfully
Duncan Ramsay Company Secretary
Steadfast Group Limited ABN: 98 073 659 677
Level 4, 99 Bathurst Street, Sydney NSW 2000 PO Box A980, South Sydney NSW 1235 T +61 (02) 9495 6500 W steadfast.com.au


All Registry communications to: C/- Link Market Services Limited Locked Bag A14, Sydney South NSW 1235 Telephone: +61 1300 554 474 ASX Code: SDF Email: [email protected] Website: www.linkmarketservices.com.au
27 September 2024
Dear Shareholder
*M0033761Q03*
Steadfast 2024 Annual General Meeting
This year we are again holding a hybrid AGM – both in a physical location and online (virtually). Our AGM will be held at 10am (AEDT) on Friday, 1 November 2024 at the Hilton Sydney, Level 4, 488 George Street, Sydney NSW 2000.
Our AGM notice of meeting can be accessed at https://investor.steadfast.com.au/investor-centre/?page=agm and will also be lodged with the ASX. You will not be mailed a physical copy of the notice of meeting unless you request a hard copy by contacting the share registry on +61 1300 554 474.
Shareholders can also participate in the AGM online. If you wish to participate online, you will be able to view the live webcast and ask questions and make comments as well as vote in real time by logging in online https://meetings.lumiconnect.com/300-604-485-332. The online meeting guide can be accessed at https://investor.steadfast.com.au/investor-centre/?page=agm.
At our AGM, shareholders will be able to view presentations from our Managing Director & CEO, Robert Kelly AM and me. Shareholders will then have the opportunity to ask questions and vote.
We encourage you to submit your votes or appoint a proxy for voting before the AGM. Details of how to complete and lodge the Proxy Form are provided on your Shareholder Proxy Form.
To lodge your Proxy Form online, login to the Link website https://investorcentre.linkgroup.com 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).
Lodgement of a Proxy Form and proxy appointments must be received by 10am (AEDT) on Wednesday, 30 October 2024.
Thank you for your continuing support. We look forward to welcoming you to our AGM on 1 November 2024.
Yours sincerely
Frank O'Halloran AM Chair
Steadfast Group Limited

Our AGM will be held at 10:00am (AEDT) on Friday, 1 November 2024 at the Hilton Sydney, Level 4, 488 George Street, Sydney NSW 2000 and virtually.
Participation at the AGM
Shareholders are invited to:

Attend in person Hilton Sydney Level 4, 488 George Street, Sydney, NSW, 2000

or to watch and participate in Steadfast's AGM live online.

Enter
https://meetings.lumiconnect.com/300- 604-485-332 into a web browser on your computer or online device:
- Shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode. Shareholders with a registered address outside Australia will need their SRN/HIN and three character country code eg. New Zealand-NZL; United Kingdom-GBR; United States of America-USA; Canada-CAN. A full list of country codes can be found in the online user guide at https://investor.steadfast.com.au
- Proxyholders will need their proxy code which Link Market Services will provide via email no later than 48 hours prior to the AGM; and
- Steadfast recommends logging in to the online platform at least 15 minutes prior to the scheduled start time for the AGM.
Voting options for the AGM
- Voting in person during the AGM;
- Appointing a proxy (Steadfast recommends shareholders go online and appoint a proxy before the AGM. Details of how to do this are
set out on page 10 of the Notice of AGM); or
Direct voting online during the AGM.
Future alternative arrangements
If it becomes necessary to make alternative arrangements for holding Steadfast's AGM, we will ensure that shareholders are given as much notice as possible. Information will be made available on the Steadfast investor website at https://investor.steadfast.com.au
Questions
During the AGM, shareholders may ask questions in person, or online, via text or live audio, on the Lumi platform. It may not be possible to respond to all questions asked during the AGM. Accordingly, shareholders are encouraged to lodge questions prior to the AGM either online at https://meetings.lumiconnect.com/300-604-485-332 or by email to [email protected]



Agenda
1. Consideration of reports
To consider and receive the financial report for Steadfast and its controlled entities, the directors' report and auditor's report for the financial year ended 30 June 2024 as set out in Steadfast's 2024 Annual Report.
There is no vote on this Item.
2. Remuneration report
To consider and, if thought appropriate, pass the following resolution as an advisory resolution:
"That the remuneration report (set out in the directors' report) for the financial year ended 30 June 2024 be adopted."
3. Grant of equity to Mr Robert Kelly AM, Managing Director & CEO under the Short-Term Incentive Scheme
To consider and, if thought appropriate, pass the following resolution as an ordinary resolution:
"That the following be approved for the purposes of ASX Listing Rule 10.14 and for all other purposes:
- a) the grant to Mr Robert Kelly AM of deferred equity awards under Steadfast's short-term incentive schemes in relation to Mr Kelly's FY24 remuneration; and
- b) the transfer (or issue) to and acquisition by Mr Robert Kelly AM of fully paid Steadfast ordinary shares in relation to Mr Kelly's FY24 remuneration on vesting of the short term incentive scheme deferred equity awards into Steadfast ordinary shares,
as set out in the Explanatory Notes which form part of this Notice of Meeting."
4. Approval of termination benefits for the Managing Director & CEO
To consider, and if thought appropriate, pass the following resolution as an ordinary resolution:
"That the following be approved for the purposes of sections 200B and 200E of the Corporations Act 2001 (Cth) and for all other purposes, the giving of all benefits to Mr Robert Kelly AM referred to in resolution 3 in connection with Mr Robert Kelly AM ceasing to hold an office or position of employment with the Company or a related body corporate in circumstances of death, genuine retirement, redundancy or total and permanent disablement, as set out in the Explanatory Notes which form part of this Notice of Meeting."
5. Election of director – Mr Andrew Bloore
To consider and, if thought appropriate, pass the following resolution as an ordinary resolution:
"That Mr Andrew Bloore is elected as a nonexecutive director of Steadfast."
6. Re-election of director – Mr Greg Rynenberg
To consider and, if thought appropriate, pass the following resolution as an ordinary resolution:
"That Mr Greg Rynenberg is re-elected as a nonexecutive director of Steadfast."
The Chair of the AGM intends to vote undirected proxies able to be voted in favour of the resolutions contained in Items 2 to 6 inclusive.
Further information in relation to each resolution to be considered at the AGM is set out in the attached Explanatory Notes.
By order of the Board.
Duncan Ramsay Company Secretary

Explanatory notes on the business to be transacted at the 2024 AGM
Resolutions in Items 3, 4, 5 & 6 are ordinary resolutions and, to be passed, must be passed by more than 50% of the votes cast by shareholders present (in person, online, by proxy or by representative) and entitled to vote on the resolution.
Item 1 – Consideration of reports
As required by section 317 of the Corporations Act 2001 (Cth) (Corporations Act), the financial report, directors' report and auditor's report of Steadfast and its controlled entities for the most recent financial year will be laid before the AGM. There will be no formal resolution put to the AGM.
The reports are available on the Steadfast investor website at https://investor.steadfast.com.au.
Following consideration of the reports, the Chair will give shareholders a reasonable opportunity to ask questions about or comment on the management of Steadfast. The Chair will also give shareholders a reasonable opportunity to ask the auditor questions relevant to:
- the conduct of the audit;
- the preparation and content of the auditor's report;
- the accounting policies adopted by Steadfast in relation to the preparation of the financial statements; and
- the independence of the auditor in relation to the conduct of the audit.
Item 2 – Remuneration report
In accordance with section 250R(2) of the Corporations Act, Steadfast is required to present Steadfast's remuneration report to shareholders for consideration and adoption at the AGM. The remuneration report outlines Steadfast's remuneration principles, framework and outcomes for the financial year ended 30 June 2024. The remuneration report is located in Steadfast's 2024 Annual Report on pages 54 to 75 and is also available on the Steadfast investor website at https://investor.steadfast.com.au.
Shareholders will have a reasonable opportunity to ask questions and comment on the remuneration report at the AGM.
Steadfast's remuneration structure is designed to align executive and shareholder interests, retain talent and support long term value creation for shareholders by providing competitive remuneration and rewards for exceptional performance and strong earnings per share growth. The key terms of Steadfast's remuneration structure for FY24 are set out in section 1 of Steadfast's remuneration report, together with a summary of the changes made for FY25.
The vote on this resolution is advisory only and does not bind the directors or Steadfast. Nevertheless, the Board will take into account the outcome of the vote when considering the future remuneration arrangements of Steadfast.
As a result of provisions in the Corporations Act known generally as the "two strikes rule", shareholders should note that the result of the vote on this resolution may affect next year's AGM: if 25% or more of the votes cast on this resolution are "against" the resolution both at the 2024 AGM and the 2025 AGM, then a further resolution on whether to hold a meeting to spill the Board would need to be considered at the 2025 AGM.
Noting that each director has a personal interest in their own remuneration from Steadfast as described in the remuneration report, the Board recommends that shareholders vote in favour of the resolution in Item 2.
The Chair of the AGM intends to vote undirected proxies able to be voted in favour of this resolution.
Voting exclusion – Item 2
Item 2 is a resolution connected directly or indirectly with the remuneration of members of Steadfast's key management personnel (KMP).
- Subject to 2. below, a vote must not be cast (in any capacity) on the resolution in this Item 2 by or on behalf of a member of Steadfast's KMP, details of whose remuneration are

included in the remuneration report, or their closely related parties (as defined under the Corporations Act), except that a vote may be cast on the resolution in this Item 2 by a KMP, or a closely related party of a KMP, if:
- a) the vote is cast as a proxy appointed in writing that expressly specifies how the proxy is to vote on the resolution in this Item 2; and
- b) the vote is not cast on behalf of a KMP or a closely related party of a KMP.
-
- If you either appoint the Chair of the AGM as your proxy or the Chair of the AGM is appointed as your proxy by default* , and you do not direct your proxy how to vote on the resolution in this Item 2 on the proxy form, you will be expressly authorising the Chair of the AGM to exercise your proxy in favour of the resolution in this Item 2 even though Item 2 is connected directly or indirectly with the remuneration of KMP, including the Chair of the AGM.
* If no proxy was identified in your lodged proxy form or your nominated proxy does not attend the AGM or does attend but does not vote in a circumstance where you have directed your proxy how to vote.
Item 3 - Grant of equity to Mr Robert Kelly AM, Managing Director & CEO under the Short-Term Incentive Scheme
Mr Kelly's participation in Steadfast's STI and LTI Plans
Item 3 deals with the proposed grant of deferred equity awards (DEAs) to Mr Kelly AM, Managing Director & CEO, under Steadfast's short-term incentive plan (STI Plan). As he is a director of Steadfast, shareholder approval to permit Mr Kelly AM to acquire Steadfast shares under Steadfast's STI Plan is required under ASX Listing Rule 10.14.1.
Approval would normally also be sought for the proposed grant of deferred equity awards to Mr Kelly AM under the long-term incentive plan (LTI Plan). Under the terms of the LTI Plan Mr Kelly AM has achieved what was required of him to be granted 204,770 deferred equity awards. However, given recent Steadfast share price volatility Mr Kelly AM has asked that his 2024 grant of LTI deferred equity awards be postponed until the 2025 annual general meeting. Any request for approval at the 2025 annual general meeting will be on the basis that
the 2024 LTI deferred equity awards will be approved on the same basis as would have applied if they were granted following the 2024 annual general meeting; that includes, a Steadfast share price of $6.3686 and the application of the LTI performance hurdles during the 2025 financial year. The terms of the 2024 LTI Plan are referred to in this notice of meeting for shareholder information.
In regard to the STI Plan alone, the Board intends to grant Mr Kelly AM an initial number of 138,050 DEAs which are contractual rights to receive, upon vesting, one fully paid Steadfast ordinary share per DEA at no cost as part of his FY24 remuneration, subject to the terms and conditions described in the Further details of Steadfast STI Plan as attached to these Explanatory Notes and provided in accordance with ASX Listing Rule 10.15.9 which requires material terms of any agreement under which securities are to be issued to be disclosed. DEAs are the form of security granted to Mr Kelly AM and other executives as they:
- align the interests of Mr Kelly AM and shareholders because vesting into Steadfast shares is performance-related and at-risk;
- provide an opportunity for Mr Kelly AM to acquire equity in Steadfast as a reward for return on capital (ROC) performance (discussed further below);
- encourage retention because continued employment is a condition of vesting; and
- provide an opportunity for the Board to exercise discretion to adjust any unvested performance-related remuneration (ie DEAs) downwards if it is appropriate to do so, including in circumstances of malus.
Further details about Steadfast's approach to its remuneration framework is provided below and in the 2024 remuneration report.
Steadfast attributes a value of $5.49 to each DEA on the basis of a share price of $6.37 at 5 September 2024 and appropriate option pricing valuation methodology advised by an independent accounting firm.
The key elements of the total remuneration paid to Mr Kelly AM are:
- fixed remuneration of cash salary, superannuation and non-monetary benefits;
- an annual incentive under Steadfast's STI Plan; and

• a long-term incentive under Steadfast's LTI Plan (deferred for 2024 until 2025).
In accordance with ASX Listing Rule 10.15.4, details of Mr Kelly's current total remuneration package are attached to these Explanatory Notes.
For FY24, the targeted maximum remuneration mix for the Managing Director & CEO was 25% fixed and 75% variable (at-risk). The Nonexecutive Directors believe that the fundamental driver for executive remuneration should be long-term financial performance that generates value for Steadfast shareholders. The at-risk (or variable) remuneration components for the Managing Director & CEO are generally set by referencing current market practices and regulation. To ensure the Managing Director & CEO remains focused on long term outcomes without encouraging excessive risk taking, the following conditions apply:
- financial performance hurdles:
- − ROC is used as the financial performance hurdle to determine a STI award. ROC is defined as underlying Net Profit After Tax (NPAT) (adjusted for certain items the Board considers appropriate) divided by the shareholder equity attributable to members of Steadfast at the beginning of the year. The underlying EPS growth and TSR are used as the financial performance hurdles to determine a LTI award.
- − The Non-executive Directors consider that EPS, ROC and TSR are the best drivers of executive behavior that achieve superior performance outcomes for Steadfast and its shareholders. ROC and EPS are transparent measures that are easily reconciled to reported net profit (see page 54 of the 2024 Annual Report). As funding mix can impact EPS, it is noted that the Non-executive Directors have approved a maximum total Group gearing ratio of 30% excluding premium funding borrowings. The total Group gearing ratio at the FY24 year end was 20.2%.
The Non-executive Directors consider TSR is an effective way to incentivise and measure long-term shareholder value creation;
- non-financial performance hurdle:
- − the Managing Director & CEO is set annual performance objectives known as key performance indicators (KPIs) with weightings aligned to the Group's strategic
objectives, and must meet expectations or better of those KPIs to be eligible for any STI and LTI;
- 40% of the STI is granted as DEAs and is intended to be satisfied by either the transfer or issue of fully paid ordinary shares in the capital of Steadfast over a one-year period from the grant date;
- subject to meeting the individual KPIs and Group financial objectives, vesting of the LTI occurs after three years from the grant date and is satisfied by the transfer or issue of fully paid ordinary shares in Steadfast; and
- the Non-executive Directors retain the discretion to adjust any unpaid or unvested performance-related remuneration downwards if it is appropriate to do so. This discretion applies to all the STI and LTI awards on applicable dates for vesting of share-based payment awards.
The remuneration arrangements are regularly reviewed to ensure incentives are aligned with Steadfast's remuneration principles, are market competitive and support the delivery of business objectives.
The Non-Executive Directors undertake regular independent competitive benchmarking of the total remuneration of the Managing Director & CEO. The total remuneration is benchmarked against a comparator group of companies. The Managing Director & CEO's total remuneration reflects his very strong performance in the role, including the excellent financial performance of Steadfast since its initial public offering (IPO) in August 2013 as demonstrated by Steadfast achieving, as at 30 June 2024 a TSR of 528% for the period since the IPO.
The Managing Director & CEO achieved his Steadfast TOGETHER values assessment hurdles which is required for participation in the plans. The Managing Director & CEO achieved a substantial majority of his non-financial performance hurdles and was awarded all of the 30% of the STI pertaining to achieving strategic and personal goals.
The ROC in FY24 was 12.13%, meaning maximum STI was awarded and 38% of the outperformance STI was awarded.
Under the 2024 STI, the Managing Director & CEO was awarded $2,197,964, made up of $1,318,778 in cash and the balance, subject to shareholder approval, as 138,050 STI DEAs (calculated by dividing $879,186 by a Steadfast share price of $6.3686).

The date by which these initial STI DEAs will be issued to Mr Kelly AM (in accordance with the approval sought at the 2024 AGM) is 1 November 2024 and in any event no later than 12 months after the AGM. The figure of $6.3686 is the average of the daily volume weighted average price of Steadfast shares over the five trading days on the Australian Securities Exchange (ASX) prior to the Board approving Mr Kelly's 2024 awards. If the 2024 LTI is approved by shareholders at the 2025 annual general meeting, the Managing Director & CEO will be granted 204,770 LTI DEAs (calculated by dividing $1,304,100 by $6.3686)
Mr Kelly's FY24 STI and LTI awards were approved by the Non-executive Directors and disclosed in the 2024 remuneration report on page 62 of Steadfast's 2024 Annual Report. As noted, at the instigation of Mr Kelly AM, the request for shareholder approval of the FY24 LTI award has been deferred until the 2025 annual general meeting.
This initial number of STI DEAs will increase to reflect any dividends paid on Steadfast shares prior to vesting as if the DEAs were part of Steadfast's dividend reinvestment plan. This does not apply to LTI DEAs. The date by which any subsequent DEAs (on the basis of dividends accrued or the bonus element of a rights issue) will be issued to Mr Kelly AM will be in accordance with the approval sought at the 2024 AGM is 1 November 2025.
The STI and LTI DEAs are eligible for the bonus element inherent in any rights issue, paid on vesting.
The following is an example of how the number of STI DEAs could increase to reflect any dividends paid on Steadfast shares prior to vesting:
Hypothetical worked example based on Steadfast dividend announced 28 August 2024
| Assumed balance of STI | 138,050 |
|---|---|
| DEAs*(a): | |
| Dividend per Steadfastshare**(b): | $0.1035 |
| DRP price**(c): | $5.6776 |
| Additional number of DEAs to beissued (a x $b) / $c | 2,517 |
* this is the initial number of STI DEAs for which shareholder approval to issue is sought at the 2024 AGM. The actual balance of STI DEAs to which dividends will attach will progressively increase as further STIs are granted on the basis of dividends accrued.
** the actual dividend per share and actual DRP price applicable for the Steadfast dividend announced to ASX on 28 August 2024.
A summary of the 2024 STI and LTI Plans are attached to these Explanatory Notes, and also contained in the 2024 Annual Report.
ASX Listing Rule 10.14
ASX Listing Rule 10.14 prohibits the acquisition of new securities by a director (or their associates) under an employee incentive scheme without shareholder approval. It aims to minimise the dilution of shareholders and to protect them against related party transactions. ASX Listing Rule 10.14 does not apply to on-market purchases of securities by or on behalf of Mr Kelly AM (or his associates). If shareholders decide not to approve the grant of shares to Mr Kelly AM, the Non-executive Directors intend to use their discretion to pay him $879,186 cash, being the total value of Mr Kelly's FY24 STI share entitlements approved by the Non-executive Directors for which shareholder approval is sought, in lieu of those share entitlements.
Other than Mr Kelly AM, the Managing Director & CEO, there are no directors or associates of directors who are entitled to participate in either the STI or LTI Plans. Details of any issue to Mr Kelly AM of DEAs, and any acquisition by Mr Kelly AM of Steadfast shares as a consequence of those DEAs vesting into fully paid Steadfast shares, are published in each annual report of Steadfast relating to a period in which the relevant DEAs or Steadfast shares have been issued or acquired (as applicable) and the approval for the issue was obtained under ASX Listing Rule 10.14 (subject to shareholder approval).
Since the approval sought at the 2023 AGM, Mr Kelly AM has received 469,479 fully paid Steadfast shares, at nil cost to him, in accordance with shareholder approval obtained at previous AGMs. These Steadfast shares were provided to Mr Kelly AM in accordance with the terms of the relevant STI Plan and LTI Plan and relate to vesting of DEAs awarded in prior years. In addition, on 27 October 2023, in accordance with shareholder approval obtained at the 2023 AGM, 373,641 DEAs were granted to Mr Kelly AM as part of his FY23 remuneration. Since Steadfast's IPO in 2013 when the STI and LTI Plans were adopted, 4,481,428 DEAs have been granted to Mr Kelly AM and 3,744,413 fully paid Steadfast shares have been transferred to him upon vesting of those DEAs. The acquisition price to Mr Kelly AM

of these DEAs and Steadfast shares was $0.
Any additional persons covered by ASX Listing Rule 10.14 who become entitled to participate in an issue of securities under the STI Plan after Item 3 is approved and are not named in this Notice of Meeting will not be issued securities under the STI Plan until approval is obtained under ASX Listing Rule 10.14. It is not the intention of the Non-executive Directors to participate in the STI Plan.
Item 4 - Approval of termination benefits for Mr Robert Kelly AM, Managing Director & CEO
Termination benefits
Termination benefits for Mr Kelly AM covered by this approval involve any subsequent acquisition of any Steadfast shares that occur when DEAs vest, or any equivalent cash payment in lieu (Benefits) under the STI Plan, so that they do not count towards maximum termination amounts under the Corporations Act (see below) only to the extent the Benefits arise in connection with:
-
- death,
-
- genuine retirement,
-
- redundancy or
-
- total and permanent disability.
In these four limited circumstances, the Nonexecutive Directors may provide the Benefits earlier than the usual vesting periods. The most likely example is genuine retirement.
For the purposes of the paragraph above, the "Benefit" will be the market value of the shares acquired by the Managing Director & CEO on leaving service (or any cash payment in lieu). Apart from the future share price being unknown, the Managing Director & CEO's length of service, number of DEAs, individual and Steadfast performance factors, levels of cash awarded and amount of other remuneration are matters which will or are likely to affect the value of the Benefit.
In considering this resolution, shareholders should note that Mr Kelly AM, who is 77 years of age, has confirmed his intention to remain as Managing Director & CEO of Steadfast until at least 31 December 2025.
Corporations Act
The Corporations Act limits the maximum termination benefits that a corporation can pay on retirement to persons who hold a "managerial or executive office" (as defined in the Corporations Act).
Section 200B applies to the Managing Director & CEO. Under section 200B of the Corporations Act, a corporation can only give a person who holds a "managerial or executive office" (as defined in the Corporations Act) a "benefit" (widely defined in the Corporations Act) in connection with their retirement from that office or position of employment in the corporation or a "related body corporate" (again as defined in the Corporations Act) if it is either approved by shareholders or one of the limited exemptions apply. Under the Corporations Act, the maximum termination amount which may be paid without shareholder approval is an amount equal to average annual base salary over the last three years. "Benefit" includes early vesting. The Corporations Act defines retirement broadly to include loss of office, resignation and death.
In the absence of shareholder approval, it is possible the circumstances mentioned under the heading "Termination benefits" may result in a benefit to the Managing Director & CEO to which an exemption from section 200B may not apply and which together with other remuneration may exceed the maximum termination amount. For example, this may occur if the Non-executive Directors exercise discretion to pay any unvested rights in cash and/or Steadfast shares before those rights would otherwise vest in the four limited circumstances described above, namely death, genuine retirement, redundancy or total and permanent disability.
Shareholder approval will allow Steadfast, where appropriate, to fulfil its contractual DEA obligations under the Steadfast FY24 STI Plan. Non-executive Directors believe granting approval is better for shareholders than, for example, increasing cash awards in the future in lieu of share benefits.
Shareholder approval also assists Steadfast to retain and motivate the Managing Director & CEO. The Non-executive Director's approach to the Managing Director & CEO's FY24 remuneration, including a grant under the STI Plan, is discussed in detail above and details of the FY24 STI Plan are included in Further details of the STI and LTI Plans (as attached to these Explanatory Notes).
Termination benefits under the

In general, the four limited circumstances above are beyond the Managing Director & CEO's influence and do not involve poor performance.
The Non-executive Directors consider it good corporate governance and prudent for Steadfast to seek shareholder approval for any Benefit that the Managing Director & CEO may receive under the STI Plan in the event of the four limited circumstances mentioned above.
The Non-executive Directors recommend that shareholders vote in favour of the resolutions in Items 3 & 4. None of the Non-executive Directors have any interest in the outcome of the proposed resolutions except to secure the services of Mr Kelly AM on a continuing basis.
The Chair of the AGM intends to vote undirected proxies able to be voted in favour of these resolutions.
Voting exclusion – Items 3 and 4
Items 3 and 4 are resolutions connected directly or indirectly with the remuneration of a member of Steadfast's KMP.
-
- The following persons may not vote, and Steadfast will disregard any vote cast:
- a) in favour of the resolution in Item 3 or 4 by or on behalf of the Managing Director & CEO and any of his associates, regardless of the capacity in which the vote is cast; and
- b) on the resolution in Items 3 or 4 by or on behalf of a member of Steadfast's KMP (or their closely related parties (as defined in the Corporations Act)), as proxy for another shareholder.
However, this does not apply to a vote cast in favour of the resolution in this Item 3 or 4 by:
-
a person as proxy or attorney for a person who is entitled to vote on the resolutions in Items 3 or 4, in accordance with directions given to the proxy or attorney to vote on the resolution in that way;
-
the Chair, as proxy or attorney for a person who is entitled to vote on the resolutions in Items 3 or 4, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or
-
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that:
- − the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting on the resolutions in Items 3 or 4, and is not an associate of a person excluded from voting, on the resolutions in Items 3 or 4; and
- − the holder votes on the resolutions in Items 3 or 4 in accordance with directions given by the beneficiary to the holder.
-
- If you either appoint the Chair of the AGM as your proxy or the Chair of the AGM is appointed as your proxy by default*, and you do not direct your proxy how to vote on the resolution in Items 3 and 4 on the proxy form, you will be expressly authorising the Chair of the AGM to exercise your proxy in favour of the resolutions in Items 3 or 4 even if Items 3 or 4 is connected directly or indirectly with the remuneration of a KMP.
* If no proxy was identified in your lodged proxy form or your nominated proxy does not attend the AGM or does attend but does not vote in a circumstance where you have directed your proxy how to vote.
Election of directors
The Board undertakes a regular review of its performance, policies and practices. The review includes an assessment of the performance of each director, their experience and skills. This is taken into account by the Board in determining whether to endorse directors standing for reelection and anyone offering themselves for election as a director.
Item 5 – Election of Mr Andrew Bloore
Mr Bloore was appointed a director by the Steadfast Board on 15 November 2023. In accordance with article 13.9 of Steadfast's constitution and ASX Listing Rule 14.4, he may not hold office past the first annual general meeting following his appointment and is offering himself for election. The other directors have concluded that Mr Bloore is independent.
Mr Bloore is an experienced non-executive director and founding CEO, with over 35 years' experience in the Australian superannuation

administration technology sector and having built and sold a number of rapid growth businesses.
He is highly experienced in design and delivery of disruptive technologies, distribution models, AI, robotics and has a working understanding of the production and distribution of carbon sequestration programs.
Mr Bloore has a strong strategy and profitability focus and has been involved in corporate transactions across his career. He also sat on a wide range of Australian Tax Office and Treasury committees.
He is currently the Chair of Guild Group and is a director of Guild Insurance. Additionally, Andrew is a director of Insignia Financial Ltd and Simonds Ltd.
The directors with Mr Bloore abstaining (and not voting) recommend that you vote in favour of the resolution in Item 5.
The Chair of the AGM intends to vote undirected proxies able to be voted in favour of this resolution.
Item 6 – Re-election of Mr Greg Rynenberg
Mr Rynenberg is retiring by rotation in accordance with article 13.5 of Steadfast's constitution and ASX Listing Rule 14.4 and is offering himself for re-election. The other directors have concluded that Mr Rynenberg is independent.
Mr Rynenberg has over 49 years' of experience in the insurance broking industry, with 40 years spent running his own business, East West Group. East West is a Steadfast network broker not owned by Steadfast. Mr Rynenberg is a Qualified Practising Insurance Broker, a Fellow of NIBA and an Associate of ANZIIF. He holds an Advanced Diploma in Financial Services (General Insurance Broking) and was named NIBA Queensland Broker for 2014.
Mr Rynenberg was appointed to the Steadfast Board on 10 August 1998.
The directors with Mr Rynenberg abstaining (and not voting) recommend that you vote in favour of the resolution in Item 6.
The Chair of the AGM intends to vote undirected proxies able to be voted in favour of this resolution.

Information regarding voting
1. Poll
Voting at the AGM will proceed by poll.
2. Entitlement to attend and vote
In accordance with Regulation 7.11.37 of the Corporations Regulations and ASX Settlement Operating Rule 5.6.1, the directors have determined that a shareholder's entitlement to attend and vote at the 2024 AGM is as set out in Steadfast's share register as at 7pm (AEDT) on Wednesday, 30 October 2024. Transactions registered after that time will be disregarded in determining the shareholders entitled to attend and vote at the 2024 AGM.
3. Watch and participate online if you do not attend in person
Enter https://meetings.lumiconnect.com/300- 604-485-332 into a web browser on your computer or online device:
• Shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode. Shareholders with a registered address outside Australia will need their SRN / HIN and three-character country code)
e.g. New Zealand - NZL; United Kingdom - GBR; United States of America - USA; Canada – CAN.
A full list of country codes can be found in the online user guide; and
• Proxyholders will need their proxy code which Link Market Services will provide via email no later than 24 hours prior to the AGM.
We recommend logging in to our online platform at least 15 minutes prior to the scheduled start time for the AGM.
4. Proxies
a) How to appoint a proxy: If you wish to appoint a proxy, you can do so online by visiting https://investorcentre.linkgroup.com/Login/L
ogin and following the instructions provided. Steadfast strongly encourages shareholders to appoint a proxy online before the AGM.
Entitlement to appoint a proxy: If you
are entitled to attend and vote at this AGM, you may appoint:
- i. a person ("person" can be an individual or a body corporate); or
- ii. if the shareholder is entitled to cast two or more votes at the meeting, two persons, as your proxy or proxies to attend and vote for you at the meeting. A proxy need not be a shareholder.
- b) Maximum of two: You may appoint a maximum of two proxies and may state what proportion or number of your votes each proxy is being appointed to exercise. If you appoint two proxies and do not specify the proportion or number of votes each proxy may exercise, each of the proxies may exercise half of your votes.
Deadline for appointing proxies: To be effective, online proxy appointments must be made (or hard copy proxy forms must be received by Steadfast or Link Market Services) by no later than 10.00am AEDT on Wednesday, 30 October 2024.
- c) How and when a proxy must vote: If the appointment of a proxy specifies the way the proxy is to vote on a particular resolution:
- i. if the proxy is not the Chair of the AGM, the proxy need not vote on a poll but if the proxy does so, the proxy must vote as directed (subject to any applicable voting restrictions); and
- ii. if the proxy is the Chair of the AGM, the proxy must vote on a poll and must vote as directed.
In addition, there are some circumstances where the Chair of the AGM will be taken to have been appointed as a shareholder's proxy for the purposes of voting on a particular resolution even if the shareholder has not expressly appointed the Chair of the AGM as their proxy. This will be the case where:
• the appointment of proxy specifies the way the proxy is to vote on a particular resolution;

- the appointed proxy is not the chair of the meeting;
- a poll is called on the resolution; and
- either of the following applies:
- − the proxy is not recorded as attending the AGM; or
- − the proxy attends the AGM but does not vote on the resolution.
Voting will proceed by way of poll.
- a) Proxy Voting by Chair: The Chair of the AGM will vote undirected proxies able to be voted in favour of Items 2 to 6 inclusive. The voting exclusions on KMP in Items 2, 3 and 4 do not apply to the Chair of the AGM acting as proxy if their appointment expressly authorises the Chair of the AGM to exercise the proxy even if that Item is connected directly or indirectly with the remuneration of a KMP of Steadfast.
- b) Directing proxy votes: We encourage shareholders who are appointing proxies to direct their proxies how to vote on each resolution by marking "For", "Against" or "Abstain" box before lodging their proxy form so that their proxy will vote on their behalf in accordance with their instructions.
5. Direct voting
You may cast your vote at the physical meeting. Alternatively, if you would like to vote directly, you may do so virtually by lodging an online vote during the live AGM via the following link https://meetings.lumiconnect.com/300-604-485- 332 .
Shareholders who cast a proxy vote on a resolution before the AGM by lodging a valid proxy form will still be entitled to lodge a further direct vote on that resolution in person or online during the live meeting, with the later vote overriding the earlier vote.
6. Corporate representatives
A corporation that is entitled to participate and vote at the AGM may appoint a person to act as its corporate representative. Evidence of the appointment of a corporate representative must be in accordance with s250D of the Corporations Act and be lodged with Steadfast before the AGM.
7. Powers of attorney
If you appoint an attorney to attend and vote at the AGM on your behalf, the power of attorney (or a certified copy) must be received by Steadfast or by Link Market Services by no later than 10.00am AEDT on Wednesday, 30 October 2024, unless the power of attorney has previously been lodged with either Steadfast or Link Market Services.
8. Questions from shareholders
A shareholder of Steadfast who is entitled to vote at the AGM may submit a question either to the Chair of the AGM or Steadfast's auditor at the physical meeting or electronically in advance at https://meetings.lumiconnect.com/300-604-485- 332 and following the instructions provided or by emailing [email protected] before 10.00am AEDT on Wednesday, 30 October 2024.
Shareholders will also be able to ask both text and live audio questions online during the meeting once their identity has been verified.
9. Privacy
Please be advised that this AGM will be broadcast over the internet to the public. Your attendance and questions may be visible to others. By asking a question, you acknowledge that other persons viewing or attending the AGM will be able to see that you have asked a question, and Steadfast is permitted to broadcast that question and its responses.

Further details of Steadfast's STI and LTI Plans
Further details of STI Plan:
| Purpose and link to strategy | Rewards the achievement of Steadfast's business plan and individual goals over a12 month period. | ||
|---|---|---|---|
| Operation | STI Plan consisting of cash and deferred equity award (DEA). | ||
| Potential reward | STI awards are discretionary, performance based, at-risk reward arrangements.The combined total of at-risk remuneration (STI and LTI combined) for theManaging Director & CEO is targeted at 75% of total remuneration. | ||
| Performance measures | Non-financial measures | ||
| The Non-executive Directors sets the individual objectives (KPIs) for the ManagingDirector & CEO. The Managing Director & CEO must meet expectation or better inannual KPIs and Steadfast TOGETHER values assessment to be eligible for anySTI. The Managing Director & CEO was awarded all 30% of the STI pertaining tothe achievement of non-financial measures. | |||
| Financial measures relating to awards issued during FY24 | |||
| follows: | 70% of STI is calculated with reference to the ROC hurdles and awarded as | ||
| ROC | Award outcome – 70% of amountawarded on fixed pay | ||
| Below 11.55% | 0% | ||
| 11.55% to 11.95% | 50% (at 11.55%) vesting to maximumaward (at 11.95%) on a straight line basis | ||
| 11.95% to 12.45%+ | Outperformance award on a straight linebasis. Maximum outperformance award:additional 50% of fixed pay | ||
| Based on these hurdles, the Managing Director & CEO achieved an STI award of169% of his annual fixed remuneration. Financial measures relating to the FY25awards are set out on page 61 of the 2024 Annual Report. | |||
| Potential maximum STI(including outperformanceaward) | The Managing Director & CEO can earn an STI up to 200% of his annual fixedremuneration. | ||
| Approval of the STI | The Managing Director & CEO's STI is recommended by the Remuneration &Performance Committee based on Steadfast's financial and his non-financialperformance outcomes and approved by the Non-executive Directors. |

| Rationale for choosingperformance measures | The non-financial measures are chosen to ensure the Managing Director & CEOdelivers outcomes that support the short and long term success of Steadfast.The financial measure of ROC is chosen to ensure long-term shareholder value isincreased. |
|---|---|
| Forms of STI rewardelements | 60% is paid as cash, normally in September following the end of financial year.40% is granted as DEA of conditional rights to fully paid Steadfast ordinary sharesand vest over a one-year tenure performance hurdle from the grant date. |
| Key terms of DEA | The DEA are normally granted immediately following and subject to approval atthe AGM. |
| These rights are granted to the Managing Director & CEO at no cost. | |
| The number of DEAs granted is calculated by dividing the dollar value of the DEAaward by the volume weighted average price of shares over the five trading daysbefore the date of Board approval. | |
| The Managing Director & CEO becomes eligible to receive one fully paid Steadfastordinary share per DEA, subject to his continuing employment with Steadfast overthe vesting period post grant date, and no material adverse change to thereported results. The Remuneration & Performance Committee noted there hadnot been any material deterioration in reported results due to any prior yearadjustments for the year of the grant. | |
| These rights will accrue notional dividends and may accrue, subject to Steadfastdiscretion, any bonus element inherent in any rights issue, which will be paid asadditional shares upon vesting. | |
| Forfeiture conditions | Steadfast retains the discretion to adjust any unpaid or unvested performancerelated remuneration (such as STI – Cash or STI – DEA) downwards if it isappropriate to do so. Malus provisions also apply. |
| The DEAs will be forfeited if the Managing Director & CEO resigns before thevesting date. | |
| If the Managing Director & CEO ceases employment in special circumstances,such as genuine retirement, death, redundancy or ill health, any unvested rightsmay be paid in cash and/or fully paid Steadfast ordinary shares, subject toSteadfast discretion. | |
| Change of control | The DEAs may vest upon a change of control event. |
| Other participants | Similar principles apply for other participants. |
Further details of LTI Plan:
| Purpose and link tostrategy | Provides opportunity for the Managing Director & CEO to acquire equity inSteadfast as a reward for increasing EPS and TSR over the longer term and helpsto attract and retain talent. |
|---|---|
| Operation | LTI Plan consisting of DEA. |
| Potential rewardLTI awards are discretionary, performance based, at-risk reward arrangements.The combined total of at-risk remuneration (LTI and STI combined) for theManaging Director & CEO is targeted at 75% of total remuneration. |

Non-financial measures
The Managing Director & CEO must meet expectation or better in annual KPIs and Steadfast TOGETHER values assessment to be eligible to receive any LTI. The Managing Director & CEO achieved a substantial majority of his FY24 nonfinancial objectives with weightings.
Financial measures relating to FY24 awards:
• EPS Growth Outcome: 50% of award
• 50% of the LTI award is based on average underlying diluted EPS growth, which is not payable unless at least 8% straight line growth is achieved over a threeyear vesting period. The vesting schedule is outlined below:
| Straight line diluted EPSgrowth | Vesting outcome |
|---|---|
| Below 10% | 0% |
| At 10% | 25% |
| 10% to 13% | Straight line between25% to 100% |
| 13.0% or higher | 100% |
and
•
• TSR Vesting Outcome: 50% of award
• 50% of the LTI award is based on TSR measured against the top 200 ASX companies excluding those in the mining industry (peer group), which is not payable unless TSR, over the three year vesting period, exceeds the median of the peer group. TSR is calculated as the change in share price plus dividends declared and any capital returns measured over the three-year vesting period.
• The vesting schedule is outlined below:
| Three Year Vesting PeriodTSR Performance | Vesting outcome | |
|---|---|---|
| Equal to or less than 50th percentileof peer group | 0% | |
| Greater than 50th but less than 75thpercentile of peer group | Straight line between 50% to100% | |
| Equal to or exceeding 75thpercentile of peer group | 100% | |
| The FY25 changes are set out on page 61 of the 2024 Annual Report. | ||
| •Vesting of the rights is conditional on there being no material adverse change to•the FY24 result (resulting in material overstatement of EPS or TSR for that year). | ||
| The Managing Director & CEO can earn up to 100% of his annual fixedremuneration. | ||

| Approval of the LTI | The Non-executive Directors approve the LTI based on the financial and nonfinancial performance outcomes as recommended by the Remuneration &Performance Committee. | |
|---|---|---|
| Rationale for choosingperformance measures | The financial measures of EPS growth and TSR are chosen to ensure long-termshareholder value is increased. | |
| The non-financial measures are chosen to ensure the Managing Director & CEOdelivers outcomes that support the success of Steadfast. | ||
| Forms of LTI reward | DEA of rights to fully paid Steadfast ordinary shares which vest after theachievement of three-year future performance and tenure hurdles. | |
| Key terms of DEA | DEAs are normally granted immediately following and subject to approval at the AGM. | |
| These rights are granted to the Managing Director & CEO at no cost. | ||
| The number of DEAs granted is calculated by dividing the dollar value of the DEAaward by the volume weighted average price of shares over the five trading daysbefore the date of Non-executive Director approval. | ||
| The Managing Director & CEO becomes eligible to receive one fully paid Steadfastordinary share per DEA, subject to his continuing employment with the Group forthe three-year period from the grant date and meeting performance hurdles,subject to the discretion of the Non-executive Directors. | ||
| These rights will not accrue notional dividends and may accrue, subject to Boarddiscretion, any bonus element inherent in any rights issue, which will be paid asadditional fully paid shares upon vesting. | ||
| Forfeiture conditions | The Non-executive Directors retain the discretion to adjust any unpaid orunvested LTI downwards if it is appropriate to do so. Malus provisions also apply. | |
| The DEAs will be forfeited if the Managing Director & CEO resigns before thevesting date. | ||
| If the Managing Director & CEO ceases employment in special circumstances,such as genuine retirement, death, redundancy or ill health, any unvested rightsmay be paid in cash and/or fully paid Steadfast ordinary shares, subject to Boarddiscretion. | ||
| Change of control | The DEAs may vest upon a change of control. | |
| Other participants | Similar principles apply for other participants. |
Further details of the current total remuneration package of the Managing Director & CEO
The following details about the current (FY25) total remuneration for Mr Kelly AM are provided in accordance with ASX Listing Rule 10.15.4 as he is a director under ASX Listing Rule 10.14.1:
• Fixed pay: $1,760,000;
- Maximum STI potential (including outperformance award) is 150% of fixed pay; and
- Maximum LTI potential is 75% of fixed pay.

STEADFAST GROUP LIMITED
ACN 073 659 677
| LODGE YOUR VOTE | ||
|---|---|---|
| ONLINEhttps://investorcentre.linkgroup.com | ||
| BY MAILSteadfast Group LimitedC/- Link Market Services LimitedLocked Bag A14Sydney South NSW 1235 Australia | ||
| BY FAX+61 2 9287 0309 | ||
| BY HANDLink Market Services LimitedParramatta Square, Level 22, Tower 6,10 Darcy Street, Parramatta NSW 2150 | ||
| ALL ENQUIRIES TOTelephone: 1300 554 474 | Overseas: +61 1300 554 474 |
PROXY FORM
I/We being a member(s) of Steadfast Group Limited (the Company) and entitled to attend and vote hereby appoint:
APPOINT A PROXY
the Chairman of the Meeting (mark box)
OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy
Name
STEP 1or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 10:00am (AEDT) on Friday, 1 November 2024 (the Meeting) and at any postponement or adjournment of the Meeting.
The Meeting will be conducted as a hybrid event. You can participate by attending in person at Hilton Sydney, Level 4, 488 George Street, Sydney, NSW, 2000 or logging in online at https://meetings.lumiconnect.com/300-604-485-332. To access the Notice of Annual General Meeting this can be viewed and downloaded at the Company's website at https://investor.steadfast.com.au/investor-centre/.
Important for Items 1, 2 and 3: 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 1, 2 and 3, even though the Items are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.
VOTING DIRECTIONS
STEP 3
STEP 2
*I00337601*
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 | ForAgainst Abstain* | ForAgainst Abstain* | |
|---|---|---|---|
| 1 Adoption of the RemunerationReport | 5 Re-election of director –Mr Greg Rynenberg | ||
| 2 Grant of equity to Mr Robert KellyAM, Managing Director and CEO | |||
| 3 Approval of termination benefitsfor Managing Director and CEO | |||
| 4 Election of director –Mr Andrew Bloore | |||
| * If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be countedin computing the required majority on a poll. | |||
| SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED | |||
| Shareholder 1 (Individual) | Joint Shareholder 2 (Individual) | Joint Shareholder 3 (Individual) | |
| Sole Director and Sole Company Secretary | Director/Company Secretary (Delete one)Director | ||
| This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, thepower 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).
SDF PRX2401N
*SDF PRX2401N*
YOUR NAME AND ADDRESS
This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.
APPOINTMENT OF PROXY
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name and email of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company.
DEFAULT TO CHAIRMAN OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Items are connected directly or indirectly with the remuneration of KMP.
VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT
You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF A SECOND PROXY
You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.
To appoint a second proxy you must:
- (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
- (b) return both forms together.
SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, either shareholder may sign.
Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the Comany's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the Meeting virtually the appropriate "Certificate of Appointment of Corporate Representative" must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.linkmarketservices.com.au.
LODGEMENT OF A PROXY FORM
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am (AEDT) on Wednesday, 30 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.
Proxy Forms may be lodged using the reply paid envelope or:

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

Level 22, Tower 6 10 Darcy Street Parramatta NSW 2150
* During business hours (Monday to Friday, 9:00am–5:00pm)
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.