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VINYL GROUP LTD AGM Information 2024

Oct 23, 2024

66014_rns_2024-10-23_f2c44a54-9691-4330-bc0e-15617c557d43.pdf

AGM Information

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24 October 2024

Dear Shareholder,

On behalf of the Directors of Vinyl Group Ltd ACN 106 513 580 ( Vinyl Group ), I am pleased to invite you to attend Vinyl Groupsʼs 2024 Annual General Meeting.

The Company advises that Vinyl Groupʼs Annual General Meeting will be held on Friday, 29 November 2024 at 2:00pm (Melbourne time) in The Commons at 11 Wilson St South Yarra VIC 3141.

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 which came into force on 14 August 2021, the Company will not be dispatching physical copies of the Notice of Meeting (“Notice”) to Shareholders. The Notice is being made available to Shareholders Electronically and can be viewed and downloaded online at the following link:

https://investors.vinyl.group/info

Alternatively, the Notice will also be available on the Companyʼs ASX market announcements page. The resolution will be decided on a poll. The poll will be conducted based on votes submitted by proxy and at the Meeting.

The Board encourages shareholders to monitor the Companyʼs website and ASX page for any updates in relation to the Annual General Meeting that may need to be provided.

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

Online Lodge the Proxy Form online at https://investor.automic.com.au/#/home by
following the instructions: Log into the Automic website using the holding details
as shown on the Proxy Form. Click on “View Meetings” - “Vote”. To use the
online lodgement facility, Shareholders will need their holder number
(Securityholder Reference Number (SRN) or Holder Identification Number (HIN))
as shown on the front of the Proxy Form.
By Post Automic, GPO Box 5193, Sydney NSW 2001
By Hand Automic, Level 5, 126 Phillip Street, Sydney NSW 2000

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

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If you are attending the AGM, please submit your Proxy Form by no later than 2:00pm Wednesday 27 November 2024 to facilitate a faster registration. If you are unable to attend the AGM, you must complete and return the enclosed Proxy Form by no later than 2:00pm (Sydney time) on Wednesday, 27 November 2024 in one of the ways specified in the Notice of Meeting and Proxy Form.

I also encourage you to read the Notice of Meeting (including the Explanatory Memorandum and Attachments) and the Proxy Form and consider directing your proxy on how to vote on each Resolution by marking either the “for” box, the “against” box or the “abstain” box on the Proxy Form.

Subject to the Directorsʼ abstentions, the Directors of Vinyl Group otherwise unanimously recommend that shareholders vote in favour of all resolutions.

Thank you for your support of Vinyl Group and I look forward to your attendance and the opportunity to answer questions for you.

Yours faithfully,

Jorge Nigaglioni Company Secretary

VINYL GROUP LTD ACN 106 513 580

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

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NOTICE REGARDING SHAREHOLDER COMMUNICATIONS

Your right to elect to receive documents electronically or physically

The Corporations Amendment (Meetings and Documents) Act 2022 ( Amendment Act ) includes a new requirement for public companies and listed companies to give shareholders notice of their right to elect to be sent documents electronically or physically by the company in section 110K of the Corporations Act.

There are new options for how Vinyl Group Ltd shareholders receive communications. Vinyl Group Ltd will no longer send physical meeting documents unless a shareholder requests a copy to be mailed.

Providing your email address to receive shareholder communications electronically

Vinyl Group Ltd encourages all shareholders to provide an email address so we can provide investor communications electronically when they become available online, which includes items such as meeting documents and annual reports.

By providing your email address, you will:

  • Support the company by reducing the cost of mailing/postage

  • Receive your investor communications faster and in a more secure way

  • Help the environment through the need for less paper

How do I update my communications preferences?

Shareholders can still elect to receive some or all of their communications in physical or electronic form or elect not to receive certain documents such as annual reports. To

review your communications preferences, or sign up to receive your shareholder communications via email, please update your communication preferences at https://investor.automic.com.au/

If you are a shareholder and would like a physical copy of a communication, need further information about the options available to you or have questions about your holding, visit https://investor.automic.com.au/ or contact our share registry:

Telephone (within Australia): 1300 288 664 Telephone (outside Australia): +61 2 9698 5414

Email: [email protected]

Website: https://investor.automic.com.au/

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

Proxy Voting Form If you are attending the Meeting in person, please bring this with you for Securityholder registration.

Vinyl Group Limited | ABN 15 106 513 580

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Your proxy voting instruction must be received by 02.00pm (AEDT) on Wednesday, 27 November 2024 , being not later than 48 hours before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled Meeting.

SUBMIT YOUR PROXY

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

STEP 1 - How to vote

APPOINT A PROXY:

I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of Vinyl Group Limited, to be held at 02.00pm (AEDT) on Friday, 29 November 2024 at 11 Wilson St, South Yarra VIC 3141 hereby:

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Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote. Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s voting intention.

AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to exercise my/our proxy on Resolutions 3 and 10 (except where I/we have indicated a different voting intention below) even though Resolutions 3 and 10 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.

STEP 2 - Your voting direction STEP 2 - Your voting direction
Resolutions
For
Against Abstain
Resolutions
For
Against Abstain
1
Election of Director – Joshua Simons
8
Issue of options – Robert Gaunt
2
Re-election of Director – Ken Gaunt
9
Issue of options – Joshua Simons
3
Remuneration Report
10
Adoption of Employee Option Plan
4
Approval of additional share issue capacity
under ASX Listing Rule 7.1A
11
Ratification of prior issue of securities
(Mediaweek asset acquisition)
5
Issue of options – Stephen Gledden
12
Ratification of prior issue of securities
(Serenade asset acquisition)
6
Issue of options – Ben Katovsky
13
Ratification of prior issue of securities
(Options - Shand)
7
Issue of options – Linda Jenkinson
Please note:If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 STEP 3 STEP 3 – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).