VINYL GROUP LTD — AGM Information 2024

Nov 28, 2024

ASX Release

CHAIRPERSON’S ADDRESS & COMPANY PRESENTATION AT ANNUAL GENERAL MEETING

Melbourne, Australia , 29 November 2024: Vinyl Group Ltd (ASX: VNL), Australia’s only ASX-listed music Company, is pleased to present a copy of the Chairperson’s Address and Company Presentations to be delivered at Vinyl Group’s Annual General Meeting being held today.

Authorisation and Additional Information:

This announcement was authorised by the Board of Vinyl Group Ltd

Vinyl Group Investor Relations: E: investors@vinyl.group

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ABOUT VINYL GROUP

Vinyl Group is the heartbeat of an equitable music world, providing tech solutions that connect music creators, fans and brands. The Company’s diverse portfolio has touchpoints across all corners of the global music ecosystem, empowering everyone from creators to consumers. Vinyl.com offers a world-class ecommerce experience including over 50K titles for fans to support their favourite artists. Vampr is a leading dedicated social-professional networking platform and talent marketplace, allowing 1.4M creators to discover collaborators and monetise their work in over 180 countries. Jaxsta is the world’s largest and only database of official music credits with over 380M verified credits to streamline revenue opportunities for businesses in the music industry. Serenade is a Web3 pioneer of physical and digital collectibles that has served over 200+ global artists. Vinyl Group’s media arm includes Mediaweek, the leading media trade publication in Australia, having built its readership and industry respect over its 33 year history, and The Brag Media, Australia’s largest creator of premium youth content and events and publishes iconic titles including Rolling Stone AU/NZ, Variety Australia, TheBrag.com, The Music Network, Tone Deaf, and more.

Vinyl Group Ltd | 11 Wilson Street, South Yarra VIC 3141 | ABN 15 106 513 580 | ASX: VNL

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Welcome:

To all participating shareholders in attendance, welcome to this annual general meeting of Vinyl Group. My name is Linda Jenkinson, and I am chairperson of the company.

I’d like to begin by acknowledging the Traditional Owners of the lands on which we all meet today and pay my respects to Elders past, present and emerging.

I would like to introduce my fellow director Josh Simons in the room and Ken Gaunt, Steve Gledden and Ben Katovsky are online. Our Company Secretary Jorge Nigaglioni is also in attendance.

I welcome our shareholders to this meeting.

Opening:

I am informed that a quorum of members is present, and take pleasure in declaring this meeting open.

Agenda:

We will cover through the procedure for registration & voting and move to the resolutions presented for shareholder approval. At that time the formal business of the meeting will be called to a close.

Our CEO Josh will then provide an update on the progress over the financial year so far and talk more about the strategy of the business going forward.

Chair Address:

AGM. The Company has grown considerably through both acquisition and organic growth in our legacy and newly acquired companies. We are leveraging the synergies across our wider portfolio of technology and services that provides our customers a broad and comprehensive value proposition and a clearer path to profitability. Our path forward is more certain and the efforts of the management team has resulted in the Vinyl Group being recognized as an industry leader.

Our transformation has been significant, but we are on a journey, as we aim to continue to advance the size of the business and our breadth of customer solutions as we move toward profitability. I’d like to thank our incredible team, for their hard work, our board and customers as we work to deliver value to our shareholders.

Vinyl Group Ltd | 11 Wilson Street, South Yarra VIC 3141 | ABN 15 106 513 580 | ASX: VNL

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2024 AGM OFFICIAL BUSINESS

29 November 2024

Agenda

Welcome

Registration and Voting Resolutions Meeting Close Company Presentation

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Voting	Voting	Procedures
	Matter		Procedure
	Speaking at the meeting		Shareholders, proxies or corporate representatives
			YELLOW indicates a shareholder for the Meeting
			BLUE indicates a proxyholder for the Meeting
			RED indicates a visitor, non-voting and ineligible to speak at the Meeting
	Protocols		Raise your White or Green card when the Chairman opens the Meeting to
			questions (general and each time a Resolution is considered)
			Give your name or the name of the Shareholder you represent
	Voting		● Shareholders, proxies or corporate representatives are entitled to vote
			● Joint shareholdings – only the vote of the shareholder whose name is
			recorded first in the register will be counted
			● All voting to be determined by a poll

Election of Director – Joshua Simons

“That Joshua Simons, in accordance with clause 14.3 of the Company’s Constitution and being eligible for election and consenting to act, is elected as a Director of the Company.”

Votes % of Votes For 726,293,500 99.99% Against 12,961 0.00% Discretionary 72,959 0.01% Abstain 24,279,234

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Re-election of Director – Ken Gaunt

“That Ken Gaunt, who retires by rotation in accordance with clause 14.2 of the Company’s Constitution and being eligible for election, is re-elected as a Director of the Company.”

Votes % of Votes For 730,280,181 99.62% Against 2,715,389 0.37% Discretionary 73,823 0.01% Abstain 17,589,261

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Remuneration Report

“That, pursuant to and in accordance with section 250R(3) of the Corporations Act, the Directors’ Remuneration Report contained within the Directors’ Report for the financial year ended 30 June 2024 be adopted.”

Votes % of Votes For 724,890,212 99.85% Against 1,006,013 0.14% Discretionary 75,134 0.01% Abstain 24,687,592

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Approval Of Additional Share Issue Capacity Under ASX Listing Rule 7.1a

“That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, the Shareholders of the Company approve the issue of equity securities in the Company up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions described in the Explanatory Memorandum.”

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Votes % of Votes
For 745,665,244 99.37%
Against 4,667,599 0.62%
Discretionary 71,519 0.01%
Abstain 254,292
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Issue of Options – Steve Gledden

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to:

1. issue 10,000,000 unlisted options to Steve Gledden, being a Director of the Company, or his nominee on the terms and conditions set out in the Explanatory Memorandum which forms part of this Notice of Meeting; and

2. issue up to 10,000,000 fully paid ordinary shares in the Company to Steve Gledden upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum.”

Votes % of Votes For 656,068,711 89.22% Against 79,194,342 0.62% Discretionary 81.873 0.01% Abstain 15,313,728

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Issue of Options – Ben Katovsky

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to:

1. issue 10,000,000 unlisted options to Ben Katovsky, being a Director of the Company, or his nominee on the terms and conditions set out in the Explanatory Memorandum which forms part of this Notice of Meeting; and

2. issue up to 10,000,000 fully paid ordinary shares in the Company to Ben Katovsky upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum.”

Votes % of Votes For 748,640,024 99.73% Against 1,920,110 0.26% Discretionary 81,873 0.01% Abstain 16,647

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Issue of Options – Linda Jenkinson

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to:

1. issue 10,000,000 unlisted options to Linda Jenkinson, being a Director of the Company, or his nominee on the terms and conditions set out in the Explanatory Memorandum which forms part of this Notice of Meeting; and

2. issue up to 10,000,000 fully paid ordinary shares in the Company to Linda Jenkinson upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum.”

Votes % of Votes For 654,069,675 88.95% Against 81,194,342 11.04% Discretionary 81,009 0.01% Abstain 15,313,728

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Issue of Options – Ken Gaunt

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to:

1. issue 10,000,000 unlisted options to Ken Gaunt, being a Director of the Company, or his nominee on the terms and conditions set out in the Explanatory Memorandum which forms part of this Notice of Meeting; and

2. issue up to 10,000,000 fully paid ordinary shares in the Company to Ken Gaunt upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum.”

Votes % of Votes For 724,542,770 99.84% Against 8,445,110 1.15% Discretionary 81,873 0.01% Abstain 17,588,901

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Election of Director – Joshua Simons

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to:

1. issue 10,000,000 unlisted options to Joshua Simons being a Director of the Company, or his nominee on the terms and conditions set out in the Explanatory Memorandum which forms part of this Notice of Meeting; and

2. issue up to 10,000,000 fully paid ordinary shares in the Company to Joshua Simons upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum.”

Votes % of Votes For 725,089,096 99.82% Against 1,213,981 0.17% Discretionary 81,009 0.01% Abstain 24,274,568

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Adoption of Employee Option Plan

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled “Employee Option Plan” and for the issue of Options under that Employee Option Plan, on the terms and conditions set out in the Explanatory Statement.” Votes % of Votes For 725,265,806 99.96% Against 199,992 0.03% Discretionary 86,337 0.01% Abstain 25,106,919

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“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue on 4 September 2024 of a total of 5,178,624 fully paid ordinary shares in Vinyl Group Ltd at an issue price of 9.66 cents per share, on the terms and conditions set out in the Explanatory Memorandum.”

Votes % of Votes For 750,528,260 99.99% Against 5,660 0.00% Discretionary 81,009 0.01% Abstain 44,125

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“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of the 8,214,396 fully paid ordinary shares in Vinyl Group Ltd at an issue price of 9.74 cents per share on 30 September 2024 to Serenade Sound Pty Ltd, on the terms and conditions set out in the Explanatory Memorandum.”

Votes % of Votes For 750,531,745 99.99% - Against 0.00% Discretionary 81,873 0.01% Abstain 45,436

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“That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of the 5,000,000 share options on 15 October 2024 to Max Shand at an exercise price of 16.2 cents per share, on the terms and conditions set out in the Explanatory Memorandum.”

Votes % of Votes For 750,284,554 99.97% Against 173,846 0.02% Discretionary 81,873 0.01% Abstain 118,581

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Meeting Close

Vinyl Group Ltd ACN: 106 513 580 11 Wilson St South Yarra VIC 3141 Australia vinyl.group

Joshua Simons Jorge Nigaglioni CEO CFO & Company Secretary josh@vinyl.group jorge@vinyl.group

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Annual General Meeting 29 November 2024

Disclaimer

This presentation has been prepared by Vinyl Group Ltd ACN 106 513 580 (Vinyl Group or the Company). The material contained in this presentation is intended to be summary information only about Vinyl Group and its activities, current as at the date of this presentation. This presentation should be read in conjunction with other Vinyl Group periodic and continuous disclosure announcements filed with the Australian Securities Exchange, available at www.asx.com.au.

This presentation is for information purposes only and is not a prospectus or product disclosure statement, financial product or investment advice or a recommendation to acquire or dispose of any securities in Vinyl Group. It has been prepared without taking into consideration the objectives, financial situation or particular needs of any individuals.

This presentation and its contents are not an invitation, offer, solicitation or recommendation with respect to the purchase or sale of any securities in the Company in any jurisdiction and must not be distributed, transmitted, or viewed by any person in any jurisdiction where the distribution, transmission or viewing of this document would be unlawful under the securities or other laws of that or any other jurisdiction. This presentation is not a prospectus or any other offering document under Australian law (and will not be lodged with the Australian Securities and Investments Commission) or any other law.

This presentation may contain certain forward-looking statements and comments about future events. Statements regarding the possible or assumed future performance, costs, dividends, returns, rates, prices, potential growth of Vinyl Group, industry growth or other trend projections and any estimated company earnings are or may be forward-looking statements. Forward-looking statements involve known and unknown risks, significant uncertainties, assumptions, contingencies, and other factors, many of which are outside the control of Vinyl Group, are subject to change without notice, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct, and which may cause the actual results or performance of Vinyl Group to be materially different from any results or performance expressed or implied by such forward-looking statements. Such forward-looking statements speak only as of the date of this presentation. Past performance and forward-looking statements should not be relied on as an indication or guarantee of future performance.

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This presentation has been prepared from sources which Vinyl Group reasonably believes to be reliable and accurate as at the time of publication. No representation, warranty or undertaking is made by Vinyl Group, its officers, employees or advisors, that any source, projection, forecast, assumption or estimate contained in this presentation should or will be achieved. Each person must conduct their own independent investigation, evaluation and analysis of the matters and data set out in this presentation, and rely entirely on such investigation and analysis. Each person must form their own opinion as to the content of this presentation. Recipients of this presentation are cautioned not to place undue reliance on forward-looking statements, which speak only as at the date of this presentation. Subject to any obligations under applicable law, Vinyl Group disclaims any obligation or undertaking to update or revise any content or forward-looking statement in this presentation or to advise of any change in events, conditions or circumstances on which any such statement is based including to update any inaccuracy, omission or change of the information contained in this presentation.

Each of Vinyl Group, its adviser and their respective officers, employees and advisors, to the extent permitted by law, expressly disclaim all responsibility relating to or resulting from the use of the material and information contained in this presentation and exclude all liability whatsoever (including negligence) for any loss (including consequential loss) or damage suffered by any person as a result of the use of or reliance on any of the information in this presentation or any error, omission or inaccuracy in any such information, including without limitation, any financial information, estimates or projections. Neither Vinyl Group nor any of its advisers has carried out due diligence investigations in connection with the preparation of this document and has not

This presentation is not, and should not be considered to, constitute any invitation, offer to sell, or solicitation of an offer to buy or subscribe for any securities in the Company, and no part of this presentation forms the basis of any contract or commitment whatsoever with any person.

This presentation does not constitute an invitation or offer of securities for subscription, purchase or sale in the United States or any other jurisdiction in which such an offer would be illegal. The securities referred to in this presentation have not been, and will not be, registered under the US Securities Act of 1933 (the US Securities Act) and may not be offered or sold in the United States unless the securities have been registered under the US Securities Act or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable US state securities laws. The distribution of this presentation in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. Any non-compliance with such restrictions may contravene applicable securities laws.

Please log your questions throughout the presentation using the Q&A feature from the activities section in Google Meet. We will endeavour to answer as many questions as possible following the presentation.

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Our Purpose is Connection

We build tech solutions that connect music fans, creators and brands

Big Hairy Audacious Goal

To connect 1000 leading brands, 100M[1] music creators and 1B[2] fans

1. Midia Research 2024 - 198M music creators by 2030 - https://routenote.com/blog/nearly-200-million-music-creators-predicted-by-2030/ 2. Goldman Sachs 2024 - 1.205B+ music fans by 2030 - https://www.goldmansachs.com/pdfs/insights/pages/music-in-the-air--focus-on-monetisation,-emerging-markets-and-ai--updating-global-music-industry-forecasts-f/music-redaction.pdf

Share Price vs Quarterly Revenue (Unaudited)

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Consolidated
Quarterly Share
Revenue Price
(Unaudited)
$5.4M
Josh Simons Vinyl.com first The Brag Media Fully-Underwritten
appointed CEO Holiday Retail period acquisition completed 1 ANREO completed Acquisitions [2,3] 12 The Brag Media results from Feb 2024 onwards. Mediaweek results from September onwards 2024
3 Serenade results from October 2024 onwards
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The Brag Media is Australia’s largest youth publisher. Our premium publishing business reaches over 37% of all Australians each month[1] , while our events business produces the Rolling Stone Awards and offers commercial partners end-to-end event ideation, production and marketing.

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Mediaweek is the leading media trade publication in Australia. MW is a content-first company with a talented editorial team focusing on three sectors: Media Owners, Agencies, and Marketers. Mediaweek has built a powerful bespoke content offering for clients with a strong and diverse range of products that includes custom-made podcasts, video series, written content, and events.

Objectives & Activities

Objectives & Activities

• ●Reduce Brag Media Campaign COGS by 10% to achieve blended goal of <43%.

• ●On track to deliver target revenue growth of >15% in H1.

• ●Complete the Funkified acquisition to enhance our events business, reduce COGS, and accelerate profitability.

• ●Secure global publishing partnerships to continue our network expansion and diversification strategy.

• H2 Roadmap includes Rolling Stone EIC hire , O&O platform redesign, Bluesfest & Rolling Stone Awards

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1 total audience of 9.7M per IPSOS report compared to population of 26.0M per Australian Bureau of Statistics

• ●Completed the integrated of Media Week into Vinyl Group and Brag Media’s backend with reduced cost structure while maintaining traffic.

• ●Hired new all female editorial leadership team, positively transforming the business’ perception with media industry and clients.

• resources in the sales process.

• ●Strengthen relationships with major publishers, Nine, News Corp, 7 and 10.

• ●Develop and execute premium editorial strategy with objective of creating high value content for media buyers, establishing MW as market leader in the trade industry.

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Vinyl.com is the premier online record store that allows music fans to easily buy their favourite records while browsing through liner notes as though they are digging through crates, exploring who did what on each album and more. We offer music fans an extensive growing catalog of over 50,000 records across all genres to fans in North America, Australia and the UK.

Objectives & Activities

• ●Identify and qualify future acquisitions across the supply chain to improve GP margin.

• ●Increase brand awareness, with revenues and target user acquisition growth >150%.

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Serenade pioneers innovative music products and experiences. Since launching in 2020, Serenade has partnered with >100 record labels and >200 headline and emerging artists including Liam and Noel Gallagher, Muse and Twenty One Pilots. Serenade’s core product, Smart Formats, is the global leader in digitally-connected physical merchandise.

Objectives & Activities

• ●Complete global label partnerships with all 3 major labels. ●Expand sales team to accelerate revenue growth.

• ●Further personalise the shopping experience.

• • Roadmap includes exclusives, new products and subscriptions.

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Vinyl Group launches e-commerce platform Vinyl.com in UK.

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CONNECT
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Vampr is a leading social-professional network and talent marketplace, with 1.4M accounts, helping creatives in 180+ countries, find people to collaborate with to create new music and monetise their work.

Objectives & Activities

• ●Optimise User Acquisition strategy to build revenues.

• ●Redesign Vampr Connect functionality, whilst continuing web build.

• ●Further develop Vampr Collabs - the foundation for Marketplace.

• ●Accelerate development of the global Vampr Ad Network, as first announced in October with Songtradr as first publishing partner.

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official data partners.

Objectives & Activities

• ●Rebuild B2B membership features with improved functionality. ●Drive adoption of just-released V2 front-end platform and API.

• ●Project De-duplication: Addressing the long-standing industry issue of credit duplication to improve the platform experience for both new and existing members.

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For the remainder of CY24, our focus will be on integrating and optimising our recent acquisitions, ensuring they are seamlessly aligned with our strategic goals. This will unlock the ability to realise operational efficiencies and synergies across the group to drive enhanced value and streamline processes through the rest of FY25. This groundwork will position us for accelerated progress in achieving our ambitious goal of being cash flow positive by H1 FY26, with a $20M+ revenue run rate, ensuring sustainable growth and delivering long-term shareholder value.

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