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UNIVERSAL STORE HOLDINGS LIMITED AGM Information 2021

Oct 25, 2021

65981_rns_2021-10-25_79543f4a-0198-4f55-b687-a290cb60ac9f.pdf

AGM Information

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Brisbane

26 October 2021

The Manager, Listings Australian Securities Exchange ASX Market Announcements Exchange Centre 20 Bridge Street Sydney NSW 2000

UNIVERSAL STORE HOLDINGS LIMITED 2021 AGM NOTICE OF MEETING

In accordance with Listing Rule 3.17, please find attached

  • Notice of Meeting

  • Proxy Form

for the Company’s Annual General Meeting to held on Thursday November 25 at 2:00pm (Brisbane time).

The Annual Report for the year ended 30 June 2021 was released to the ASX on 30 September 2021.

These documents have been dispatched to shareholders today in accordance with their elections.

Yours faithfully

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Renee Jones Chief Financial Officer and Joint Company Secretary

Universal Store Pty Ltd ABN 89 085 003 158 Unit 6/2 Jenner Street, Nundah, Qld 4012 p: 07 3368 6500 f: 07 3368 6516 e: [email protected]

ASX:UNI 10 21

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NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Notice of Annual General Meeting

Universal Store Holdings Limited ABN 94 628 836 484

To be held as a virtual meeting at: 2:00pm (Brisbane time), Thursday 25 November 2021

To participate in the virtual AGM, please go to: https://meetings.linkgroup.com/UNI21

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

Notice is given that the Annual General Meeting of Shareholders of Universal Store Holdings Limited ABN 94 628 836 484 will be held at 2:00pm (Brisbane time) on Thursday 25 November 2021.

In light of the continuing uncertainty on public gatherings and in line with temporary amendments to the Corporations Act in response to the COVID-19 pandemic, the AGM will be conducted as a virtual meeting on Thursday 25 November 2021 at 2:00pm (Brisbane time).

Regardless of your location, you can participate in the AGM by logging on to the online platform provided by our share registry, Link Market Services. The virtual AGM will provide you with similar opportunities online as you would have attending an AGM in person – you will be able to view and listen to the presentations, as well as submit questions and vote during the meeting.

If you wish to ask a question or make a comment orally rather than via the online platform, a questions and comments phone line will be available during the AGM. To utilise the questions and comments line, please call Link on 1800 990 363 (inside Australia) or +61 1800 990 363 (outside Australia) by 2:00pm (Brisbane time) on Tuesday 23 November 2021, to register your participation and obtain the required access code.

To participate in the virtual AGM, please go to:

https://meetings.linkgroup.com/UNI21

for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

Universal Store Holdings Limited | Notice of Annual General Meeting

www.universalstore.com

Agenda

1 FINANCIAL REPORTS

To receive and consider the financial report of the Company for the year ended 30 June 2021, together with the Directors’ Report and the Auditor’s Report as set out in the Annual Report.

Shareholders are not required to vote on this item.

2 RESOLUTION 1 – NON-BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

To consider and, if thought fit, pass the following resolution as a non-binding resolution:

“That the Remuneration Report for the year ended 30 June 2021 as set out in the 2021 Annual Report be adopted.”

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 Memorandum for further details on the consequences of voting on this Resolution.

Voting exclusion statement: The Company will disregard any votes cast on the Resolution by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. However, the Company need not disregard a vote if:

  • (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution or the proxy is the Chair of the Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

  • (b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

Further, a Restricted Voter who is appointed as a proxy will not vote on the Resolution unless:

  • (a) the appointment specifies the way the proxy is to vote on the Resolution; or

  • (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of the Resolution.

Shareholders may also choose to direct the Chair to vote against the Resolution or to abstain from voting.

If any of the persons named above purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and those persons may be liable for breaching the voting restrictions that apply to them under the Corporations Act.

Universal Store Holdings Limited | Notice of Annual General Meeting

www.universalstore.com

Agenda (Continued)

3 RESOLUTION 2 – RE-ELECTION OF MR PETER BIRTLES AS A DIRECTOR

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

“That, Mr Peter Birtles, who retires in accordance with clause 6.2(c) of the Constitution and, being eligible for re-election, be re-elected as a Director.”

4 RESOLUTION 3 – RE-ELECTION OF MR DAVID MACLEAN AS A DIRECTOR

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

“That, Mr David MacLean, who retires in accordance with clause 6.2(c) of the Constitution and, being eligible for re-election, be re-elected as a Director.”

OTHER BUSINESS

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act. Details of the definitions and abbreviations used in this Notice are set out in the Glossary to the Explanatory Memorandum.

By order of the Board

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Renee Jones Company Secretary Dated: 26 October 2021

Universal Store Holdings Limited | Notice of Annual General Meeting

www.universalstore.com

How to vote

Shareholders can vote by either:

  • attending the Meeting and voting in person or by attorney or, in the case of corporate Shareholders, by appointing a corporate representative to attend and vote; or

  • appointing a proxy to attend and vote on their behalf using the Proxy Form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, electronic address or by facsimile.

VOTING IN PERSON (OR BY ATTORNEY)

Shareholders, or their attorneys, who plan to attend the Meeting are asked to arrive at the venue 15 minutes prior to the time designated for the Meeting, if possible, so that their holding may be checked against the Company’s share register and their attendance recorded. To be effective a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

VOTING BY A CORPORATION

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including any authority under which it is signed.

VOTING BY PROXY

  • A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the Meeting.

  • The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder’s votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

  • A proxy need not be a Shareholder.

  • The proxy can be either an individual or a body corporate.

  • If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolution 1 in accordance with a direction on how the proxy is to vote or, if the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

  • Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

  • If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder’s behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

  • Shareholders who return their Proxy Forms with a direction how to vote, but who do not nominate the identity of their proxy, will be taken to have appointed the Chair of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned but the nominated proxy does not attend the Meeting, the Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.

Universal Store Holdings Limited | Notice of Annual General Meeting

www.universalstore.com

How to vote (Continued)

  • To be effective, proxies must be received at an address given below by 2:00pm (Brisbane time) on Tuesday, 23 November 2021, being not later than 48 hours before the commencement of the Meeting. Proxies received after this time will be invalid.

  • Proxies may be lodged using any of the following methods:

– Online: by logging into the Link website www.linkmarketservices.com.au 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 returning a completed Proxy Form in person or by post using the pre-addressed envelope provided with this Notice to:

Universal Store Holdings Limited C/– Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

  • By faxing a completed Proxy Form to +61 2 9287 0309; or

  • Delivering it by hand to:

Link Market Services Limited* Level 12 680 George Street Sydney NSW 2000

  • During business hours Monday to Friday (9:00am – 5:00pm Sydney time) and subject to public health orders and restrictions.

  • The Proxy Form must be signed by the Shareholder or the Shareholder’s attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer’s attorney, a certified copy of the Power of Attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and by 2:00pm (Brisbane time) on Tuesday, 23 November 2021. If facsimile transmission is used, the Power of Attorney must be certified.

SHAREHOLDERS WHO ARE ENTITLED TO VOTE

In accordance with paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person’s entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 7:00pm (Sydney time) on Tuesday, 23 November 2021.

Universal Store Holdings Limited | Notice of Annual General Meeting

www.universalstore.com

Explanatory memorandum

UNIVERSAL STORE HOLDINGS LIMITED ABN 94 628 836 484

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of the Company.

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

FINANCIAL REPORTS

The first item of the Notice deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2021, together with the Directors’ declaration and report in relation to that financial year and the Auditor’s Report on the financial report. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the management of the Company.

The Chair will also give Shareholders a reasonable opportunity to ask the Auditor or the Auditor’s representative questions relevant to:

  • (a) the conduct of the audit;

  • (b) the preparation and content of the independent audit report;

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

  • (d) the independence of the Auditor by the Company in relation to the conduct of the audit.

The Chair will also allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.

1 RESOLUTION 1 – NON-BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report as disclosed in the Company’s 2021 Annual Report be adopted. The Remuneration Report is set out in the Company’s 2021 Annual Report and is also available on the Company’s website (https://investors.universalstore.com).

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

However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second Annual General Meeting (Spill Resolution), to approve calling a general meeting (Spill Meeting). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must then convene a Spill Meeting within 90 days of the second Annual General Meeting. All of the Directors who were in office when the applicable Directors’ Report was approved, other than the Managing Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors.

There have been no prior votes in respect of the adoption of remuneration reports. Accordingly, if at least 25% of the votes cast on this Resolution are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any equity-based compensation.

The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

Voting

Note that a voting exclusion applies to this Resolution in the terms set out in the Notice.

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

Universal Store Holdings Limited | Notice of Annual General Meeting

www.universalstore.com

Explanatory memorandum (Continued)

2 RESOLUTION 2 – RE-ELECTION OF MR PETER BIRTLES AS A DIRECTOR

Pursuant to Clause 6.2(c) of the Company’s Constitution, Mr Peter Birtles, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Qualifications

Peter was appointed to the Board of Universal Store in October 2020 as a Non-Executive Director and Chairman.

Peter is a Non-Executive Director of two other ASX listed companies; Metcash Limited and GWA Group Limited, two private companies; APG & Co Pty Ltd and Apparel Group (Hong Kong) Limited, and a not-for-profit enterprise; Good360 Australia Limited. He also provides mentoring advice to a number of small businesses that operate in or service the retail industry.

Prior to his Non-Executive career, Peter was the Group Managing Director and CEO of Super Retail Group Limited. Peter joined Super Retail Group Limited in April 2001 as Chief Financial Officer and was Group Managing Director and Chief Executive Officer from January 2006 until February 2019.

Prior to joining Super Retail Group Limited, Peter spent 12 years working with The Boots Company in the UK and Australia in a variety of senior finance, operations and information technology roles. Peter is a Chartered Accountant who started his career working with Coopers & Lybrand.

Independence

Peter Birtles is considered to be independent.

Board recommendation

The Board strongly supports the re-election of Peter Birtles to continue as Chair of the Board bringing significant retail sector and leadership experience.

For the reasons set out above, the Directors, with Peter Birtles abstaining, unanimously recommend Shareholders vote in favour of Resolution 2.

3 RESOLUTION 3 – RE-ELECTION OF MR DAVID MACLEAN AS A DIRECTOR

Pursuant to Clause 6.2(c) of the Company’s Constitution, Mr David MacLean, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Qualifications

David was appointed to the Board of Universal Store in October 2019 as a Non-Executive Director.

David was formerly the CEO and Managing Director of ASX listed Adairs Limited for 14 years from 2002 to 2016.

David is currently a Non-Executive Director at ASX listed Adairs Limited and Dusk Group Limited and runs his family investment office as well as holding minority interests in a number of private retail businesses.

Independence

David MacLean is considered to be independent.

Board recommendation

The Directors consider Mr MacLean’s relevant skills and qualifications, in particular Mr MacLean’s extensive experience in the retail sector, will assist the Company in achieving its strategic objectives.

For the reasons set out above, the Directors, with David MacLean abstaining, unanimously recommend Shareholders vote in favour of Resolution 3.

Universal Store Holdings Limited | Notice of Annual General Meeting

www.universalstore.com

Glossary

$ means Australian dollars.

Accounting Standards has the meaning given to that term in the Corporations Act.

Annual Report means the annual report of the Company for the year ended 30 June 2021.

Associate has the meaning given to that term in the Listing Rules.

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Auditor means the Company’s auditor from time to time (if any).

Auditor’s Report means the report of the Auditor contained in the Annual Report for the year ended 30 June 2021.

Board means the Directors.

Chair or Chairman means the individual elected to chair any meeting of the Company from time to time.

Closely Related Party has the meaning given to that term in the Corporations Act.

Company means Universal Store Holdings Limited ABN 94 628 836 484.

Constitution means the Company’s constitution, as amended from time to time.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Key Management Personnel has the meaning given to that term in the Accounting Standards.

Listing Rules means the ASX Listing Rules.

Meeting means the Annual General Meeting convened by the Notice.

Notice means this Notice of Annual General Meeting.

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Annual Report for the year ended 30 June 2021. Resolution means a resolution contained in the Notice.

Restricted Voter means Key Management Personnel and their Closely Related Parties as at the date of the Meeting.

Shareholder means a member of the Company from time to time.

Shares means fully paid ordinary shares in the capital of the Company.

Spill Meeting has the meaning set out on page 7.

Spill Resolution has the meaning set out on page 7.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

Universal Store Holdings Limited | Notice of Annual General Meeting

www.universalstore.com

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www.universalstore.com

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UNIVERSAL STORE HOLDINGS LIMITED

ABN 94 628 836 484

LODGE YOUR VOTE

ONLINEwww.linkmarketservices.com.au BY MAIL  Universal Store Holdings Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia  BY FAX +61 2 9287 0309  BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000  ALL ENQUIRIES TO Telephone: 1300 554 474 Overseas: +61 1300 554 474

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PROXY FORM

I/We being a member(s) of Universal Store Holdings Limited and entitled to attend and vote hereby appoint:

APPOINT A PROXY OR if you are NOT appointing the Chairman of the Meeting as your Name the Chairman of the proxy, please write the name and email of the person or body corporate Meeting (mark box) you are appointing as your proxy. An email will be sent to your Email appointed proxy with details on how to access the virtual meeting. or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm (Brisbane time) on Thursday, 25 November 2021 (the Meeting ) and at any postponement or adjournment of the Meeting. The Meeting will be conducted as a virtual meeting and you can participate by logging in online at https://meetings.linkgroup.com/UNI21 (refer to details in the Virtual Meeting Online Guide). Important for Resolution 1: 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 Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS

Important for Resolution 1: 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 Resolution 1, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T

Resolutions

  • For Against Abstain *

  • 1 Non-Binding Resolution to adopt Remuneration Report

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  • 2 Re-election of Mr Peter Birtles as a Director

  • 3 Re-election of Mr David MacLean as a Director

 * 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 counted in 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, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

UNI PRX2101N

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

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

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (Brisbane time) on Tuesday, 23 November 2021, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

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

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

ONLINE

www.linkmarketservices.com.au

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

DEFAULT TO CHAIRMAN OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form, including where the Resolution is connected directly or indirectly with the remuneration of KMP.

BY MAIL

Universal Store Holdings Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

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.

BY FAX

+61 2 9287 0309

  • BY HAND Level 12 680 George Street Sydney NSW 2000

BY HAND 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 delivering it to Link Market Services Limited vote on that item will be invalid. Level 12 680 George Street APPOINTMENT OF A SECOND PROXY Sydney NSW 2000 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 during business hours Monday to Friday (9:00am - 5:00pm) and share registry or you may copy this form and return them both together. subject to public health orders and restrictions

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 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.

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Dear Shareholder,

In light of the continuing uncertainty on public gatherings and in line with temporary amendments to the Corporations Act in response to the COVID-19 pandemic, the AGM will be conducted as a virtual meeting on Thursday 25 November 2021 at 2:00pm (Brisbane time).

Regardless of your location, you can participate in the AGM by logging on to the online platform provided by our share registry, Link Market Services. The virtual AGM will provide you with similar opportunities online as you would have attending an AGM in person – you will be able to view and listen to the presentations, as well as submit questions and vote during the meeting.

If you wish to ask a question or make a comment orally rather than via the online platform, a questions and comments phone line will be available during the AGM. To utilise the questions and comments line, please call Link on 1800 990 363 (inside Australia) or +61 1800 990 363 (outside Australia) by 2:00pm (Brisbane time) on Tuesday 23 November 2021, to register your participation and obtain the required access code.

To participate in the virtual AGM, please go to: https://meetings.linkgroup.com/UNI21

The virtual AGM will commence registration from 1:30pm (Brisbane time) onwards on Thursday 25 November 2021.

For guidance on how to join this year’s virtual AGM, please refer to the Virtual Meeting Online Guide, which is available on Universal Store’s website at https://investors.universalstore.com/investor-centre/ along with the Notice of Meeting and Annual Report.

The business to be considered at the Annual General Meeting is provided in the Notice of Meeting. An explanatory statement in relation to each of the proposed resolutions is set out in the Explanatory Memorandum.

Hard copies of the Notice of Meeting and Explanatory Memorandum will not be sent to shareholders this year. However, both the Notice of Meeting and Explanatory Memorandum will be available on the Australian Securities Exchange market announcement platform and on Universal Store’s website at https://investors.universalstore.com/investor-centre/. This approach is consistent with the relief provided by the Commonwealth Treasurer in response to the COVID-19 pandemic.

If you have not already done so, please consider receiving all securityholder communications electronically via your nominated email address. As an investor, you will benefit from secure, convenient and prompt delivery of information, including the Notice of Meeting and Explanatory Memorandum, and will help us reduce our impact on the environment. You can update your communications preferences at www.linkmarketservices.com.au or return the enclosed communication preference form.

All shareholders will also have the opportunity to lodge their proxy vote online at www.linkmarketservices.com.au.

If you have any questions, please contact Universal Store’s share registry on 1300 554 474 (within Australia) or +61 1300 554 474 (outside Australia) or by email to [email protected]

For more information about Universal Store Holdings Limited, please visit our website https://investors.universalstore.com/investor-centre/.

We look forward to your participation at the AGM.

Kind regards Investor Relations Universal Store Holdings Limited

Universal Store Holdings Ltd ABN 94 628 836 484 Unit 6/2 Jenner Street, Nundah, Qld 4012 p: 07 3368 6500

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UNIVERSAL STORE HOLDINGS LIMITED

ABN 94 628 836 484

All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Telephone: +61 1300 554 474 Facsimile: +61 2 9287 0303 ASX Code: UNI Email: [email protected] Website: www.linkmarketservices.com.au

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COMMUNICATIONS PREFERENCE FORM

Everyone benefits from electronic securityholder communications. As an investor you will benefit from secure, convenient and prompt delivery of information by electing to receive your communications electronically which helps reduce the impact on the environment and costs associated with printing and sending materials by mail.

To receive your securityholder communications electronically via your nominated email address you can log on to the website: www.linkmarketservices.com.au and follow the instructions provided. Alternatively please tick one of the options below, insert your email address in the space provided and return the form.

If you do not select an option you will receive your securityholder communications (excluding annual report) by post and we will advise you when the annual report is available on our website.

If you wish to receive a printed version of the annual report, please contact the Registry, Link Market Services Limited.

SELECT YOUR PREFERENCE

ONLINE

www.linkmarketservices.com.au

OPTIONS – Please select one only

All communications electronically, including notification of the annual report and payment statements (if applicable). OPTION 1 I have provided my email address below.

All communications electronically, except payment statements (if applicable) by post. I have provided my email OPTION 2 address below.

My email address is:

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Personal Information Collection Notification Statement: Link Group advises that personal information it holds about you (including your name, address, date of birth and details of the financial assets) is collected by Link Group organisations to administer your investment. Personal information is held on the public register in accordance with Chapter 2C of the Corporations Act 2001. Some or all of your personal information may be disclosed to contracted third parties, or related Link Group companies in Australia and overseas. Your information may also be disclosed to Australian government agencies, law enforcement agencies and regulators, or as required under other Australian law, contract, and court or tribunal order. For further details about our personal information handling practices, including how you may access and correct your personal information and raise privacy concerns, visit our website at www.linkmarketservices.com.au for a copy of the Link Group condensed privacy statement, or contact us by phone on +61 1800 502 355 (free call within Australia) 9am–5pm (Sydney time) Monday to Friday (excluding public holidays) to request a copy of our complete privacy policy.

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