VOLT GROUP LIMITED — Proxy Solicitation & Information Statement 2026

Apr 23, 2026

VOLT GROUP LIMITED

ACN 009 423 189

NOTICE OF ANNUAL GENERAL MEETING

The 2026 Annual General Meeting of the Company will be held at 6 Bradford Street, Kewdale, Western Australia on 28 May 2026 at 10.30am (AWST).

This Notice of Meeting and accompanying Explanatory Memorandum and Proxy Form should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Managing Director by telephone on +61 8 439 888 103.

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VOLT GROUP LIMITED

ACN 009 423 189

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2026 Annual General Meeting of Shareholders of Volt Group Limited ACN 009 423 189 (Company) will be held at 6 Bradford Street, Kewdale, Western Australia on 28 May 2026 at 10.30am (AWST) (Meeting).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form, form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Tuesday, 26 May 2026 at 5:00pm (AWST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 7.

AGENDA

FINANCIAL REPORTS

To receive and consider the annual Financial Report, the Directors' Report and the Auditor's Report of the Company and its controlled entities for the financial year ended 31 December 2025, which are contained within the Annual Report.

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

1 RESOLUTION 1 – REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following as a non-binding resolution:

"That, pursuant to and in accordance with section 250R(2) of the Corporations Act and for all other purposes, approval is given by Shareholders for the adoption of the Remuneration Report as contained in the Company's Annual Report for the financial year ended 31 December 2025 on the terms and conditions in the Explanatory Memorandum."

The vote on this Resolution is advisory only and does not bind the Directors or the Company. However, the Directors will consider the outcome of the vote and all comments received from Shareholders on the Remuneration Report when forming the Company's remuneration policies.

Voting Prohibition

A vote on this Resolution must not be cast by or on behalf of:

(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or
(b) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons (each a voter) as proxy if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a) the voter is appointed as a proxy that specifies the way the proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chair to exercise the proxy

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even though this Resolution is connected with the remuneration of members of the Key Management Personnel.

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

To consider, and if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

"That, pursuant to and in accordance with clause 7.3 of the Constitution and for all other purposes, Mr Peter Torre, retires by rotation and, being eligible, is re-elected as a Director on the terms and conditions in the Explanatory Memorandum."

3 RESOLUTION 3 – ELECTION OF THE HON WILLIAM JOHNSTON AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

"That, pursuant to and in accordance with Listing Rule 14.4, clause 7.3 of the Constitution and for all other purposes, the Honourable William Johnston, a Director, who was appointed as an addition to the Board on 1 July 2025, retires and being eligible is elected as a Director on the terms and conditions in the Explanatory Memorandum."

Dated 24 April 2026

BY ORDER OF THE BOARD

Peter Torre
Director / Company Secretary

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VOLT GROUP LIMITED

ACN 009 423 189

EXPLANATORY MEMORANDUM

1 INTRODUCTION

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 6 Bradford Street, Kewdale, Western Australia on Thursday 28 May 2026 at 10.30am (AWST) (Meeting).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2 ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on each Resolution.

2.1 Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgment of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

To be valid, your Proxy Form (and any power of attorney under which it is signed) must be received at any of the addresses given below by 10:30am (AWST) on Tuesday, 26 May 2026, being at least 48 hours before the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Online: https://au.investorcentre.mpms.mufg.com

By Mail: Volt Group Limited
c/- MUFG Corporate Markets Limited
Locked Bag A14
Sydney South NSW 1235
Australia

By Fax: +61 2 9287 0309

By Hand: MUFG Corporate Markets Limited
Parramatta Square
Level 22, Tower 6
10 Darcy Street
Parramatta NSW 2150
*During business hours Monday to Friday (9:00am - 5:00pm)

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In accordance with section 249L of the Corporations Act, Shareholders are advised that:

(a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

(b) a proxy need not be a member of the Company; and

(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

A vote on Resolution 1 must not be cast:

(a) by or on behalf of a member of the Key Management Personnel or a Closely Related Party of such member, regardless of the capacity in which the vote is cast; or

(b) by a person appointed as a proxy, where that person is either a member of the Key Management Personnel or a Closely Related Party of such member.

However, a vote may be cast by such persons if the vote is not cast on behalf of a person who is excluded from voting on Resolution 1, and:

(c) the person is appointed as a proxy that specifies the way the proxy is to vote on Resolution 1; or

(d) the person is the Chair and the appointment of the Chair as proxy does not specify the way the proxy is to vote on Resolution 1, but expressly authorises the Chair to exercise the proxy even if Resolution 1 is connected with the remuneration of a member of the Key Management Personnel.

3 FINANCIAL REPORTS

The Corporations Act requires the annual Financial Report, Directors' Report, and the Auditor's Report to be received and considered at the AGM. A copy of the Annual Report can be accessed online at https://voltgroup.com.au.

The Corporations Act does not require Shareholders to vote on the Annual Report. However, Shareholders attending the AGM will be given a reasonable opportunity to ask questions about, or make comments on, the financial statements and reports contained within the Annual Report and on the management of the Company.

The Company's auditor, BDO Audit Pty Ltd, will be present at the Meeting and Shareholders will have the opportunity to ask the auditor questions in relation to the conduct of the audit, the preparation and content of the Auditor's Report, the Company's accounting policies and the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Chair about the management of the Company, or to the Company's auditor about:

(a) the content of the Auditor's Report; and

(b) the conduct of the audit of the Financial Report,

may be submitted no later than 5 business days before the Meeting to the Company's Company Secretary at the Company's registered office at 6 Bradford Street, Kewdale, Western Australia 6105.

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4 RESOLUTION 1 – ADOPTION OF THE REMUNERATION REPORT

4.1 General

The Remuneration Report forms part of Directors' Report in the Company's 2025 Annual Report. In accordance with section 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. In accordance with section 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors or the Company.

The Remuneration Report sets out the remuneration arrangements for the Directors and senior management of the Company in a manner that is intended to be transparent and easy to understand for Shareholders.

The Chair will allow Shareholders a reasonable opportunity to ask questions about or make comments on the Remuneration Report at the Meeting.

The Chair intends to exercise all available undirected proxies in favour of Resolution 1.

If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

4.2 Voting consequences

As prescribed under the Corporations Act, Shareholders will have the opportunity to remove the whole Board except the Executive Chairman if the Remuneration Report receives a 'no' vote of 25% or more (Strike) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution (Spill Resolution) on whether another meeting should be held (within 90 days) at which all Directors (other than the Executive Chairman) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

Please note if the Remuneration Report receives a Strike at this Meeting and if a second Strike is received at the next annual general meeting, this may result in the re-election of the Board (other than the Executive Chairman).

4.3 Previous voting results

The Company's Remuneration Report was approved at the 2025 annual general meeting and votes cast against the remuneration report were less than 25%. Accordingly, a Spill Resolution is not applicable for the purpose of this Meeting.

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

5.1 General

Clause 7.3(c) of the Constitution requires one third of all Directors, or if their number is not a multiple of three, then the number nearest one-third (rounded down to the nearest whole number) to retire at each annual general meeting.

A Director who retires under Clause 7.3(c) of the Constitution is eligible for re-election.

Resolution 2 therefore provides that Mr Peter Torre retire by rotation and seek re-election as Director.

Resolution 2 is an ordinary resolution.

The Chair intends to exercise all available undirected proxies in favour of Resolution 2.

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5.2 Experience, special responsibilities and other ASX-listed directorships

Mr Torre was re-appointed Company Secretary of the Company in November 2019, and has been a Director of the Company since April 2017.

Mr Torre holds a bachelor of business, is a Chartered Accountant, a Chartered Secretary, and a member of the Australian Institute of Company Directors. Mr Torre was previously a partner of an internationally affiliated firm of Chartered Accountants.

Mr Torre is the Company Secretary of the Australian Subsidiaries of Tokyo listed Nomura Research Institute. Ltd, the APM Group of Companies, and is currently a non-executive director of VEEM Ltd (ASX Code: VEE).

Mr Torre was also nominated and appointed to the ASX Advisory Group on Corporate Governance, which is an independent advisory body that recommends changes to the ASX Corporate Governance Principles and Recommendations.

If re-elected, the Board does not consider Peter Torre will be an independent Director due to his ongoing and prior role as Company Secretary.

5.3 Board Recommendation

The Board (excluding Mr Torre) supports the re-election of Mr Torre, as his skills and experience align with the Company's strategic direction, and recommends that Shareholders vote in favour of Resolution 2.

6 RESOLUTION 3 – ELECTION OF THE HON WILLIAM JOHNSTON AS A DIRECTOR

6.1 General

In accordance with Listing Rule 14.4, a Director appointed as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the Company.

Clause 7.2(b) of the Constitution allows the Directors to appoint a person as an addition to the Board at any time, providing that the total number of Directors does not at any time exceed the maximum number of Directors specified by the Constitution. Any Director so appointed holds office until the next annual general meeting of members of the Company and is eligible for re-election at that meeting.

Hon Johnston, non-executive Director, was appointed on 1 July 2025 as an addition to the Board. Resolution 3 provides that he retires and seeks re-election as a Director.

Resolution 3 is an ordinary resolution.

The Chair intends to exercise all available undirected proxies in favour of Resolution 3.

6.2 Experience, special responsibilities and other ASX-listed directorships

Hon. Johnston has a distinguished 41-year career in Australian politics, including seven years as State Secretary of WA Labor and 16 years as the Member for Cannington in the WA Legislative Assembly. During his time in government, he served as Minister for Energy, Commerce and Industrial Relations, Corrective Services, Mines and Petroleum, Hydrogen Industry, Asian Engagement and Electoral Affairs.

As Energy Minister (2018-2023), he launched Western Australia's first Whole of System Plan, a long-term strategy for the South-West Interconnected System electricity network and oversaw approximately $4 billion in renewable energy infrastructure commitments by the Western Australian government.

Hon. Johnston offers unique expertise in energy policy, regulatory frameworks and stakeholder engagement, complemented by strategic relationships across federal and state government energy portfolios.

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If elected, the Board considers Hon William Johnston will be an independent Director.

6.3 Board Recommendation

The Board (excluding Hon William Johnston) supports the election of Hon William Johnston, as his skills and experience align with the Company's strategic direction, and recommends that Shareholders vote in favour of Resolution 3.

7 DEFINITIONS

In this Notice, Explanatory Memorandum and Proxy Form:

• $ means Australian Dollars (unless otherwise specified).

• Annual Report means the Directors' Report, the Financial Report and the Auditor's Report in respect to the financial year ended 31 December 2025.

• ASIC means the Australian Securities and Investments Commission.

• ASX means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX.

• Auditor’s Report means the auditor’s report on the Financial Report.

• AWST means Western Standard Time, being the time in Perth, Western Australia.

• Board means the board of Directors of the Company.

• Chair means the person appointed to chair the Meeting, or any part of the Meeting, convened by this Notice.

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

• Company means Volt Group Limited ACN 009 423 189.

• Constitution means the constitution of the Company as at the commencement of the Meeting.

• Corporations Act means the Corporations Act 2001 (Cth).

• Director means a director of the Company.

• Directors’ Report means the annual directors’ report (prepared under Chapter 2M of the Corporations Act) for the Company and its controlled entities.

• Equity Security has the same meaning as in the Listing Rules.

• Explanatory Memorandum means the explanatory memorandum, which forms part of the Notice.

• Financial Report means the annual financial report (prepared under Chapter 2M of the Corporations Act) of the Company and its controlled entities.

• Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

• Listing Rules means the listing rules of ASX.

• Meeting or AGM has the meaning in the introductory paragraph of the Notice.

• Notice or Notice of Meeting means this notice of meeting, which comprises of the notice, agenda, Explanatory Memorandum and Proxy Form.

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Option means an option which entitles the holder to subscribe for 1 Share.

Optionholder means a holder of an Option.

Proxy Form means the proxy form attached to the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution contained in this Notice.

Section means a section contained in this Explanatory Memorandum.

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

Shareholder means a holder of one or more Shares.

Spill Resolution has the meaning given in Section 4.2.

Strike has the meaning given in Section 4.2.

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

VWAP means volume weighted average price.

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VOLTGROUP

ABN 62 009 423 189

LODGE YOUR VOTE

ONLINE
https://au.investorcentre.mpms.mufg.com

BY MAIL
Volt Group Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia

BY FAX
+61 2 9287 0309

BY HAND
MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150

ALL ENQUIRIES TO
Telephone: 1300 554 474
Overseas: +61 1300 554 474

X99999999999

PROXY FORM

I/We being a member(s) of Volt Group Limited 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 of the person or body corporate you are appointing as your proxy

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 10:30am (AWST) on Thursday, 28 May 2026 at 6 Bradford Street, Kewdale, Western Australia (the Meeting) and at any postponement or adjournment of the Meeting.

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 ☐

Resolutions	For	Against	Abstain*
1 Remuneration Report	☐	☐	☐
2 Re-Election of Mr Peter Torre as a Director	☐	☐	☐
3 Election of the Hon William Johnston 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 show of hands or 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).

VPR PRX2601C

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HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

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 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 Resolution is 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 they choose. 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 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 the appropriate "Certificate of Appointment of Corporate Representative" must be received at support@cm.mpms.mufg.com 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.mpms.mufg.com/en/mufg-corporate-markets.

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 10:30am (AWST) on Tuesday, 26 May 2026, 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:

ONLINE

https://au.investorcentre.mpms.mufg.com

Login to the Investor Centre using the holding details as shown on the Voting/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 voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link

https://au.investorcentre.mpms.mufg.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.

BY MAIL

Volt Group Limited

C/- MUFG Corporate Markets (AU) Limited

Locked Bag A14

Sydney South NSW 1235

Australia

BY FAX

+61 2 9287 0309

BY HAND

delivering it to MUFG Corporate Markets (AU) Limited*

Parramatta Square

Level 22, Tower 6

10 Darcy Street

Parramatta NSW 2150

• in business hours (Monday to Friday, 9:00am–5:00pm)

IF YOU WOULD LIKE TO PARTICIPATE IN AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU.

THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.