WISEWAY GROUP LIMITED — AGM Information 2024

Oct 28, 2024

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29 October 2024

Wiseway Group Limited ABN 26 624 909 682

Registered office: 39-43 Warren Avenue BANKSTOWN NSW 2200 T: +612 9790 7888

ASX Announcement

Notice of 2024 Annual General Meeting (“Notice”) and related documents

Wiseway Group Limited (ASX:WWG, “ Wiseway ’’ or “ the Company ’’), attaches the following documents in relation to its 2024 Annual General Meeting:

1. Letter to Shareholders in relation to the Notice;

2. Notice of 2024 Annual General Meeting; and

3. Proxy Form.

The Company advises that the Letter to Shareholders, Notice and Proxy Form has been dispatched to Shareholders.

This announcement has been authorised for release by the Board.

ENDS

For further information, please contact:

Investor enquiries Media enquiries Ken Tong Ken Tong Chief Operating Officer Chief Operating Officer E: investors@wiseway.com.au E: media@wiseway.com.au

About Wiseway Group Limited (the Company)

Wiseway (ASX:WWG) is a leading provider of integrated logistics solutions, with a global network of strategically located warehouses and facilities and a large modern fleet of trucks, aircraft and delivery vehicles.

Established in 2005 to serve the growing Australia-Asia Pacific trade industry, Wiseway has grown to become one of the top three outbound air freight logistics providers in Australia. With multiple strategically located operation hubs in Australia, the US, and the Asia Pacific, the Company provides its large base of domestic and international customers with specialist crossborder logistics services including air freight, sea freight, import, distribution, domestic transportation, warehousing, and customs clearance.

For more information, please visit www.wiseway.com.au

ACN 624 909 682

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Wiseway Group Annual General Meeting Letter to Shareholders and Proxy Form

Dear Shareholder

Wiseway Group Limited (ASX:WWG) (“Wiseway" or the “Company”) advises that an Annual General Meeting of Shareholders will be held on Thursday, 28 November 2024 at 11:00am (AEDT) at Wiseway Chipping Norton Office, 13-15 Alfred Road, Chipping Norton, NSW 2170 ( Meeting ).

In accordance with Part 1.2AA of the Corporations Act 2001 , the Company will only be dispatching physical copies of the Notice of Meeting ( Notice ) to Shareholders who have elected to receive the Notice in physical form. The Notice is being made available to Shareholders electronically and can be viewed and downloaded online at the following link: https://www.wiseway.com.au/investor/ Alternatively, the Notice will also be available on the Company’s ASX market announcements page (ASX:WWG).

This Notice is given based on circumstances as at the date of this letter. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at https://www.wiseway.com.au/investor/. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Your vote is important

The business of the Meeting affects your shareholding and your vote is important.

To vote in person, attend the Meeting on the date and at the place set out above.

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

Online	Lodge the ProxyForm online athttps://www.linkmarketservices.com.au/
By post	Complete the enclosed Proxy Form and post it to: Wiseway Group Ltd C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235,Australia
By hand	Complete the enclosed Proxy Form and deliver it by hand to: Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000, Australia
By fax	+61 2 9287 0309
By email	registrars@linkmarketservices.com.au

Your Proxy instructions must be received by Link Market Services Limited by 11:00am (AEDT) on Tuesday, 26 November 2024. Proxy Forms received later than this time will be invalid.

The Chair intends to vote all open proxies in favour of all resolutions, where permitted.

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ACN 624 909 682

Pre-submitting questions

Shareholders may submit questions prior to the meeting through the Share Registry's website at https://investorcentre.linkmarketservices.com.au/Login/Login. To access your holding, you will need your SRN/HIN number and postcode. Once logged in, please select “Voting” and then click on “Ask Question”.

The Wiseway Group Limited Board and management look forward to your attendance at the meeting.

Yours sincerely

David Hwang Company Secretary

29 October 2024

Wiseway Group Limited 39-43 Warren Avenue, Bankstown NSW 2200 ACN: 624 909 682

admin@wiseway.com.au www.wiseway.com.au

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Wiseway Group Limited

Notice of 2024 Annual General Meeting Explanatory Statement | Proxy Form

Thursday, 28 November 2024

11:00am AEDT

Address Wiseway Chipping Norton Office 13-15 Alfred Road, Chipping Norton, NSW 2170

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Contents

Contents
Venue and Voting Information	2
Notice of Annual General Meeting – Agenda and Resolutions	4
Notice of Annual General Meeting – Explanatory Statement	8
Glossary	16
Annexure A – Material Terms of Performance Rights	18
Proxy Form	Attached

Important Information for Shareholders about the Company’s 2024 AGM

This Notice is given based on circumstances as at 17 October 2024. Should circumstances change, the Company will make an announcement on the ASX market announcements platform and on the Company’s website at www.wiseway.com.au. Shareholders are urged to monitor the ASX announcements platform and the Company’s website.

Venue and Voting Information

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00am (AEDT) on Thursday, 28 November 2024.

Your vote is important

The business of the Annual General Meeting affects your shareholding and your vote is important.

Voting in person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting by proxy

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

Online	Login to the Link website using the holding details as shown on the Proxy Form. https://investorcentre.linkgroup.com 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 post	Wiseway Group Limited, C/- Link Market Services Limited Locked Bag A14, Sydney South NSW 1235
By hand*	Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000
By fax	+61 2 9287 0309
By email	registrars@linkmarketservices.com.au

• During business hours (Monday to Friday 09:00AM – 5:00PM)

Your Proxy instruction must be received not later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

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Power of Attorney

If the proxy form is signed under a power of attorney on behalf of a shareholder, then the attorney must make sure that either the original power of attorney or a certified copy is sent with the proxy form, unless the power of attorney has already provided it to the Share Registry.

Corporate Representatives

If a representative of a corporate shareholder or a corporate proxy will be attending the Meeting, the representative should bring to the Meeting adequate evidence of their appointment, unless this has previously been provided to the Share Registry.

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Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting of Shareholders of Wiseway Group Limited ACN 624 909 682 will be held at 11:00am AEDT on Thursday, 28 November 2024 at 13-15 Alfred Road, Chipping Norton, NSW 2170 ( Meeting ).

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form forms part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7:00PM (AEDT) on 26 November 2024.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

Agenda

Ordinary business

Financial statements and reports

“To receive and to consider the Annual Financial Report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report and the Auditor’s Report for that financial year.”

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

Pursuant to the Corporations Act, Shareholders will be given a reasonable opportunity at the Meeting to ask questions about, or make comments in relation to, each of the aforementioned reports during consideration of these items.

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Resolutions

Remuneration Report

1. Resolution 1 – Adoption of Remuneration Report

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

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s Annual Financial Report for the financial year ended 30 June 2024.”

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

Voting Exclusion Statement : In accordance with the Corporations Act, the Company will disregard any votes cast on Resolution 1 by or on behalf of a member of the Company’s key management personnel (including the Directors), whose remuneration details are included in the Remuneration Report ( KMP ), or any of that person’s Closely Related Parties (such as close family members and any controlled companies of those persons) (collectively referred to as Restricted Voter). However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and

• (b) it is not cast on behalf of a Restricted Voter.

If you appoint the person chairing the Meeting ( Chair ) and you are not a Restricted Voter, by submitting the Proxy Form you authorise the person chairing the Meeting to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP, and you will be taken to have directed the Chair to vote in accordance with his or her stated intention to vote in favour of Resolution 1. If you do not want your vote exercised in favour of Resolution 1, you should direct the person chairing the Meeting to vote “against”, or to abstain from voting on, this Resolution.

- Re election of Director

2. Resolution 2 – Re-election of Mr Brandon Teo as Director

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

“That Brandon Teo, a Director who retires by rotation in accordance with the Company’s Constitution and ASX Listing Rule 14.4, and being eligible offers himself for re-election as a Director of the Company, effective immediately.”

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ASX Listing Rule 7.1A (Additional 10% Capacity)

3. Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a Special Resolution :

“That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the Shareholders approve the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of Resolution 3 by or on behalf of:

• (a) a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or

• (b) an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of Resolution 3 by:

• (i) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (ii) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (iii) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

• the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Issue of Equity Securities to a Related Party of the Company

4. Resolution 4 – Approval of Issue of Performance Rights to Mr Ken Tong, Chief Operating Officer, and Related Party of the Company

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 3,000,000 unlisted and unvested Performance Rights to Mr Ken Tong, Chief Operating Officer, and Related Party of the Company (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting.”

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Voting Exclusion Statement: The Company will disregard any votes cast in favour of	Voting Exclusion Statement: The Company will disregard any votes cast in favour of
Resolution 4 by or on behalf of:
(a)	Mr Ken Tong (or his nominee);
(b)	a person who will obtain a material benefit as a result of the issue of the securities
	(except a benefit solely by reason of being a holder of ordinary securities in the
	Company); or
(c)	an Associate of that person or those persons described in (a) or (b).
However, this does not apply to a vote cast in favour of Resolution 4 by:
(i)	a person as proxy or attorney for a person who is entitled to vote on the Resolution,
	in accordance with direction given to the proxy or attorney to vote on the
	Resolution in that way; or
(ii)	the Chair of the Meeting as proxy or attorney for a person who is entitled to vote
	on the Resolution, in accordance with a direction given to the Chair to vote on the
	Resolution as the Chair decides; or
(iii)	a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
	behalf of a beneficiary provided the following conditions are met:
	• the beneficiary provides written confirmation to the holder that the
	beneficiary is not excluded from voting, and is not an associate of a person
	excluded from voting, on the Resolution; and
	• the holder vote on the Resolution in accordance with directions given by the
	beneficiary to the holder to vote in that way.
Voting Prohibition Statement:In accordance with section 250BD of the Corporations
Act, a person appointed as a proxy must not vote, on the basis of that appointment, on
Resolution 4 if:
(a)	the proxy is either:
	(i) a member of the Company’s Key Management Personnel; or
	(ii) a closely related party of a member of the Company’s Key Management
	Personnel; and
(b)	the appointment does not specify the way the proxy is to vote on the resolution.
However, the above prohibition does not apply if:
(a)	the proxy is the Chair of the Meeting; and
(b)	the appointment expressly authorises the Chair to exercise the proxy even if the
	Resolution is connected directly or indirectly with remuneration of a member of
	the Company’s Key Management Personnel.

BY ORDER OF THE BOARD

David Hwang Company Secretary

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Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11:00am AEDT on Thursday, 28 November 2024 at 13-15 Alfred Road, Chipping Norton, NSW 2170.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

If you are in any doubt about what to do in relation to the Resolutions contemplated in the Notice of Meeting and this Explanatory Statement, it is recommended that you seek advice from an accountant, solicitor or other professional advisor.

Full details of the business to be considered at the Annual General Meeting are set out below.

Agenda

Ordinary business

Financial statements and reports

In accordance with the Constitution and the Corporations Act, the business of the Annual General Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report.

In accordance with the amendments to the Corporations Act, the Company is no longer required to provide a hard copy of the Company’s Annual Financial Report to Shareholders unless a Shareholder has specifically elected to receive a printed copy.

Whilst the Company will not provide a hard copy of the Company’s Annual Financial Report unless specifically requested to do so, Shareholders may view the Company Annual Financial Report on its website at www.wiseway.com.au/investor/.

No resolution is required for this item, but Shareholders will be given the opportunity to ask questions and to make comments on the management and performance of the Company.

The Company’s auditor will be present at the Meeting. During the discussion of this item, the auditor will be available to answer questions on the:

• Conduct of the audit;

• Preparation and content of the Auditor’s Report;

• Accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• Independence of the auditor in relation to the conduct of the audit.

Written questions of the auditor

If you would like to submit a written question about the content of the Auditor’s Report or the conduct of the audit of the Annual Financial Report of the Company’s auditor, please send your question to the Company Secretary. A list of qualifying questions will be made available at the Meeting.

Please note that all written questions must be received at least five (5) business days before the Meeting, which is by Thursday, 21 November 2024.

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Resolutions

Remuneration Report

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Shareholders the Remuneration Report as disclosed in the Company’s Annual Financial Report.

The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Financial Report and is also available on the Company’s website at www.wiseway.com.au/investor/.

However, if at least 25% of the votes cast are against the adoption of the Remuneration Report at the Meeting (subject of this Notice of Meeting), and then again at the 2025 Annual General Meeting ( 2025 AGM ), the Company will be required to put to the vote a resolution ( Spill Resolution ) at the 2025 AGM to approve the calling of a further meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the Spill Meeting within 90 days of the 2025 AGM. All of the Directors who were in office when the 2025 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for reelection at the Spill Meeting.

The Remuneration Report explains the Board’s policies in relation to the nature and level of remuneration paid to KMPs (including Directors) and sets out remuneration details, service agreements and the details of any share-based compensation.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the Directors and other Restricted Voters must not vote on this Resolution and must not cast a vote as proxy, unless the appointment gives a direction on how to vote, or the proxy is given to the Chair and you submit the Proxy Form, authorising the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a KMP and that in doing so you will be taken to have directed the Chair to vote in accordance with the Chair’s stated intention to vote in favour of Resolution 1.

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

Directors Recommendation

The Board of Directors is not making a recommendation for this Resolution.

The Chair intends to vote all undirected proxies in favour of this resolution.

- Re election of Director

Resolution 2 – Re-election of Mr Brandon Teo as Director

Clause 21.1 of the Company’s Constitution provides that a Director shall not hold office for a period in excess of three years or past the third annual general meeting following his or her appointment.

ASX Listing Rule 14.4 also provides that each Director must not hold office (without re-election) past the third annual general meeting following the Director’s appointment or three years, whichever is longer.

Mr Brandon Teo was last re-elected as a Director at the 2021 AGM.

Under this Resolution, Mr Teo seeks re-election as an Independent Director of the Company at this AGM.

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Director Biography

Brandon is the founder of TAF E-Logistics (TAF), a Singapore-based freight and logistics company that was recently been acquired by Wiseway. His career spans 41 years working with well-regarded international companies in the freight industry including Qantas, Northern Airfreight, and Air Express International, where he helped establish their footprint in Southeast Asia.

Directors’ Recommendation

The Directors (excluding Mr Teo) recommend that Shareholders vote for this Resolution.

The Chair intends to vote in favour of this Resolution.

ASX Listing Rule 7.1A (Additional 10% Capacity)

Resolution 3 – ASX Listing Rule 7.1A Approval of Future Issue of Securities

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12-month period to 15% of the fully paid ordinary securities it had on issue at the start of that period.

Under Listing Rule 7.1A, however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to add an additional 10% capacity.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation less than the amount prescribed by ASX (currently $300 million).

As 17 October 2024, the Company has a market capitalisation of approximately $19.2 million and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity this Resolution will be withdrawn.

This Resolution seeks Shareholder approval by way of a special resolution for the Company to have the additional 10% capacity provided for in Listing Rule 7.1A to issue equity securities without Shareholder approval.

If this Resolution is passed, the Company will be able to issue equity securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If this Resolution is not passed, the Company will not be able to access the additional 10% capacity to issue equity securities without Shareholder approval provided for in Listing Rule 7.1A and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in Listing Rule 7.1.

Information Required by ASX Listing Rule 7.3A

The following information is provided to Shareholder for the purposes of Listing Rule 7.3A.

Period for which the approval will be valid

An approval under this Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following:

• (a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained;

• (b) the time and date of the entity’s next annual general meeting; and

• (c) the time and date on which Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

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Minimum price at which the equity securities may be issued under Listing Rule 7.1A

Any equity securities issued under Listing Rule 7.1A.2 must be an existing quoted class of the Company’s equity securities and issued for cash consideration.

The issue price per equity security must not be less than 75% of the volume weighted average market price of the equity securities in that class, calculated over 15 trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and

• (b) if the equity securities are not issued within ten (10) trading days of the date in paragraph (a), the date on which the equity securities are issued.

Purposes for which the funds raised by an issue of equity securities under Listing Rule 7.1A may be used

As noted above, any equity securities issued under Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue.

As at the date of this Notice, the Company has not formed an intention to offer any equity securities under Listing Rule 7.1A during the Listing Rule 7.1A mandate period, if Shareholders approve this Resolution. However, if Shareholders approved this Resolution and the Company did raise funds from the issue of equity securities under Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the following purposes:

• (a) raising funds to further develop the Company’s business;

• (b) raising funds to be applied to the Company’s working capital requirements;

• (c) acquiring assets; and

• (d) paying service providers or consultants of the Company.

Risk of economic and voting dilution to existing ordinary Securityholders

If this Resolution is approved, and the Company issues equity securities under Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted.

There is a risk that:

• (a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under Listing Rule 7.1A; and

• (b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date;

which may have an effect on the amount of funds raised by the issue of equity securities under Listing Rule 7.1A.

The table below shows the potential dilution of existing Securityholders on the basis of three (3) different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2:

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Variable “A” ASX Listing Rule 7.1A.2	Variable “A” ASX Listing Rule 7.1A.2	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised	Potential Dilution and Funds Raised
		$0.060	$0.120	$0.240
		50% decrease in issue price	issue price(b)	100% increase in issue price
“A” is the number of shares on issue,(a) being	10% voting dilution(c)	16,729,387	16,729,387	16,729,387
167,293,872 Shares	Funds raised	$1,003,763	$2,007,526	$4,015,053
“A” is a 50% increase in shares on issue, being	10% voting dilution(c)	25,094,080	25,094,080	25,094,080
250,940,808 Shares	Funds raised	$1,505,645	$3,011,290	$6,022,579
“A” is a 100% increase in shares on issue, being	10% voting dilution(c)	33,458,774	33,458,774	33,458,774
334,587,744 Shares	Funds raised	$2,007,526	$4,015,053	$8,030,106

Notes:

• (a) Based on the total number of fully paid ordinary Shares on issue as at 11 October 2024.

• (b) Based on the closing price of the Company’s Shares on ASX as at 11 October 2024.

• (c) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under Listing Rule 7.1A.

• (d) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement.

• (e) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement capacity under Listing Rule 7.1.

Allocation policy for issues under Listing Rule 7.1A

The Company’s allocation policy and the identity of the allottees of equity securities under Listing Rule 7.1A will depend on a number of factors, including:

• (a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the Listing Rule 7.1A mandate period;

• (b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan);

• (c) the potential effect on the control of the Company;

• (d) the Company’s financial position and the likely future capital requirements; and

• (e) advice from the Company’s corporate or financial advisors.

Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Securityholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the Listing Rules and the Corporations Act, the Board of Directors reserve the right to determine at the time of any issue of equity securities under Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue.

If and when the determination is made to proceed with an issue of equity securities during the Listing Rule 7.1A mandate period, details regarding the allottees and purposes of issue will be disclosed pursuant to the Company’s obligations under Listing Rules 3.10.3 and 7.1A.4.

Offers made under Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders of the Company, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities.

The Company has not issued or agreed to issue equity securities under Listing Rule 7.1A.2 in the

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12 months preceding the AGM.

This Resolution is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the resolution by Shareholders (by number of ordinary shares) must be in favour of this Resolution.

Directors’ Recommendation

The Board of Directors recommend that Shareholders vote for this Resolution.

The Chair intends to vote in favour of this Resolution.

Issue of Equity Securities to a Related Party of the Company

Resolution 4 – Approval of Issue of Performance Rights to Mr Ken Tong, Chief Operating Officer, and Related Party of the Company

Background

This Resolution seeks Shareholder approval to issue and allot 3,000,000 unlisted and unvested Performance Rights ( Performance Rights ) to Mr Ken Tong (or his nominee), Chief Operating Officer of the Company. Mr Ken Tong also served as Company Secretary until 2 October 2024.

The proposed issue of unlisted and unvested Performance Rights is to:

• (a) incentivise Mr Tong as an employee of the Company; and

• (b) align the interests of Mr Tong and Shareholders whilst reinforcing the commitment of Mr Tong to the Company.

A summary of the material terms of the Performance Rights are set out in Annexure A.

Listing Rule 10.11

ASX Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, the Company, as a listed company, must not issue equity securities to persons in a position of influence without Shareholder approval.

A person in a position of influence for the purposes of Listing Rule 10.11 includes:

• (a) a related party;

• (b) a person who is, or was at any time in the 6 months before the issue of agreement, a substantial (30%+) holder in the Company;

• (c) a person who is, or was at any time in the 6 months before the issue or agreement, a substantial (10%+) holder in the Company and who has nominated a director to the board of the Company pursuant to a relevant agreement which gives them a right or expectation to do so;

• (d) an Associate of a person referred to in (a) to (c) above; and

• (e) a person whose relationship with the Company or a person referred to in (a) to (d) above is such that, in the ASX’s opinion, the issue or agreement should be approved by Shareholders.

Mr Ken Tong is the son of Ms Florence Tong, Managing Director of the Company, and Mr Roger Tong, CEO of the Company. Accordingly, due to his family relationship with Ms Tong, Mr Ken Tong is also considered to be a “related party” of the Company for the purposes of Listing Rule 10.11. The proposed issue does not fall within any of the exceptions in Listing Rule 10.12, and therefore requires the approval of the Company’s Shareholders under Listing Rule 10.11.

To this end, this Resolutions seeks the required Shareholder approval to issue 3,000,000 Performance Rights to Mr Ken Tong under and for the purposes of Listing Rule 10.11.

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If approval is obtained under Listing Rule 10.11, in accordance with Listing Rule 7.2 (exception 14), separate approval is not required under Listing Rule 7.1.

If this Resolution is passed, the Company will be able to proceed with the proposed issue of Performance Rights as outlined above.

If this Resolution is not passed, the Company will not be able to proceed with the proposed issue of Performance Rights and may consider other mechanisms to appropriately remunerate Mr Ken Tong, including cash based remuneration and incentives.

Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits the Company from giving a financial benefit to a related party of the Company unless either:

• (a) the giving of the financial benefit falls within one of the exceptions to the provisions; or

• (b) Shareholder approval is obtained prior to the giving of the financial benefit.

The proposed issue of Performance Rights (which is a type of equity security, for the purposes of the Chapter 2E of the Corporations Act) constitutes the giving of a financial benefit.

A “related party” for the purposes of the Corporations Act and the Listing Rules is widely defined and includes a director of a public company, a spouse, parent or child of a director of a public company or an entity controlled by a director of a public company. The definition of “related party” also includes a person whom there is reasonable grounds to believe will become a “related party” of a public company.

As noted above, Mr Ken Tong is a “related party” of the Company due to his family relationship with Ms Florence Tong, Managing Director of the Company.

The non-conflicted Directors of the Company (being Ms Astrid Raetze and Mr Brandon Teo) carefully considered the issue of these Performance rights to Mr Ken Tong, and formed the view that the giving of this financial benefit as part of their remuneration would be reasonable, given the circumstances of the Company, the quantum and terms of the Performance Rights, and the responsibilities held by Mr Ken Tong in the Company.

Accordingly, the non-conflicted Directors of the Company believe that the issue of these Performance Rights to Mr Ken Tong fall within the “reasonable remuneration” exception as set out in section 211 of the Corporations Act, and relies on this exception for the purposes of this Resolution. Therefore, the proposed issue of Performance Rights to Mr Ken Tong requires Shareholder approval under and for the purposes of Listing Rule 10.11 only.

Information required by ASX Listing Rule 10.13

The following information in relation to the issue of the Performance Rights to Mr Ken Tong is provided to Shareholders for the purposes of ASX Listing Rule 10.13:

• (a) The allottee is Mr Ken Tong (or his nominee).

• (b) Mr Ken Tong is a “related party” of the Company, therefore falls into category 10.11.1 of the ASX Listing Rules.

• (c) The maximum number of Performance Rights to be issued is 3,000,000.

• (d) A summary of the material terms of the Performance Rights are set out in Annexure A of this Notice of Meeting.

• (e) The Performance Rights will be issued within one (1) month of Shareholder approval being obtained by the Company (or otherwise, as determined by the ASX in the exercise of their discretion).

• (f) The Performance Rights will be offered for nil cash consideration.

• (g) Funds will not be raised from the issue of these Performance Rights as the issue is proposed to be made to incentivise Mr Ken Tong as an employee of the Company. No funds will be raised from the conversion of any vested Performance Right.

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• (h) The current total remuneration package received by Mr Ken Tong during the financial year ended 30 June 2024 was $376,108.

• (i) The Company will not provide any loan in relation to the acquisition of the Performance Rights.

• (j) Other than disclosed in this Resolution, there are no other material terms of the agreement under which the Performance Rights are issued.

Directors’ Recommendation

The Board of Directors (excluding Ms Florence Tong) recommend Shareholders vote for this Resolution.

The Chair intends to vote in favour of this Resolution.

Enquiries

Shareholders are asked to contact the Company Secretary on +61 2 9790 7888 if they have any queries in respect of the matters set out in these documents.

Glossary

AEDT means Australian Eastern Daylight Time as observed in Sydney, New South Wales.

Annual Financial Report means the 2024 Annual Report to Shareholders for the period ended 30 June 2024 as lodged by the Company with ASX on 30 August 2024.

Annual General Meeting or AGM or Meeting means an Annual General Meeting of the Company and, unless otherwise indicated, means the meeting of the Company’s members convened by this Notice of Meeting.

ASIC means Australian Securities and Investment Commission.

Associate has the meaning given to it by the ASX Listing Rules.

ASX means ASX Limited ACN 008 624 691 or the financial market operated by it, as the context requires, of 20 Bridge Street, Sydney, NSW 2000.

ASX Listing Rules or Listing Rules means the official ASX Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the official list of the ASX, as amended or replaced from time to time, except to the extent of any express written waiver by the ASX.

Auditor’s Report means the auditor’s report of BDO Audit Pty Ltd dated 30 August 2024 as included in the Annual Financial Report.

Board means the current board of Directors of the Company.

Business Day means a day on which trading takes place on the stock market of ASX.

Chair means the person chairing the Meeting.

Closely Related Party of a member of the KMP means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependant of the member or of the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealings with the Company;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporation Regulations 2001 (Cth).

Company means Wiseway Group Limited ACN 624 909 682.

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth) as amended or replaced from time to time.

Director means a current director of the Company.

Directors’ Report means the report of Directors as included in the Annual Financial Report.

Dollar or “ $ ” means Australian dollars.

Explanatory Statement means the explanatory statement accompanying this Notice of Meeting.

KMP means key management personnel (including the Directors) whose remuneration details are included in the Remuneration Report.

Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting dated 29 October 2024 including the Explanatory Statement.

Option means an option which, subject to its terms, could be exercised into a Share.

Ordinary Resolution means a resolution that can only be passed if at least 50% of the total votes

cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Proxy Form means the proxy form attached to this Notice of Meeting.

Related Party means a person or body corporate as defined in Chapter 19 of the ASX Listing Rules.

Remuneration Report means the remuneration report as set out in the Annual Financial Report.

Resolutions means the resolutions set out in this Notice of Meeting, or any one of them, as the context requires.

Restricted Voter means a member of the Company’s KMP and any Closely Related Parties of those members.

Securities mean Shares and/or Options (as the context requires).

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

Shareholder means a holder of a Share.

Share Registry means Link Market Services Limited.

Special Resolution means a resolution that can only be passed if at least 75% of the total votes cast by Shareholders entitled to vote on the resolution are voted in its favour at the meeting.

Spill Meeting means the meeting that will be convened within 90 days of the 2025 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2024 AGM.

Spill Resolution means the resolution required to be put to Shareholders at the 2025 AGM if a threshold of votes is cast against the adoption of the Remuneration Report at the Meeting and the 2025 AGM.

Trading Day has the meaning given to that term in ASX Listing Rule 19.12.

VWAP means the volume weighted average market (closing) price, with respects to the price of Shares.

17

Annexure A – Summary of Material Terms of Performance Rights

Rights
Number of Performance Rights	3,000,000
Term	5-year rolling vesting period with participation effective on and from 1 July 2024 (subject to Shareholder approval being obtained)
Vesting conditions	Time-based Vesting Conditions with effective grant date of 1 July 2024 is 20% vesting at the end of each anniversary year (i.e. first year being 30 June 2025), provided the below Vesting Criteria are met. The Vesting Criteria, for each vesting year (20% tranche) are as follows: • 50% of the rights will vest based on achieving Total Shareholder Return (TSR) of at least 10%. • 50% of the rights will vest based on the Group achieving a profit (before tax) of at least $1 million for that financial year. • Holder remains an employee of any member entity in the Group as at the relevant Vesting Date. TSR is the return received from share price movement and dividends by a shareholder from an investment in a company’s shares over a specified time period, expressed as a percentage of the investment at the beginning of the period. TSR is expressed as the following formula:TSR= ((Share Price at End of Period – Share Price at Beginning of Period) + Dividends During the Period) ÷ Share Price at Beginning of Period x 100, e.g. ((240 cents – 200 cents) + 30 cents) ÷ 200 cents x 100 = (40 cents + 30 cents)÷ 200 cents x 100 = 70 ÷ 200 x 100 = 35%
	General Vesting Conditions Whilst a Vesting Condition applies, the Performance Rights are classified as “Unvested Performance Rights”. If the Vesting Condition is not met, the Unvested Performance Rights will be forfeited.
Ceasing to be an Employee	In the event that the Holder resigns, or voluntarily ceases to be an employee of the Group, or where the Holder’s employment is terminated at the Holder’s fault, any Unvested Performance Rights at that time will be forfeited. In the event that the Holder ceases to be an employee of the Group for reasons other than resignation, voluntary termination, or termination at the Holder’s fault,the Unvested Performance Rights will automaticallyvest.
Expiry date	If unvested by the relevant Vesting Date, then expiry immediately thereafter. If vested by the relevant Vesting Date, then the earlier of: (a) 2 years from the date of Vesting Date; and (b) 5 years from the date of issue.
Transferability	The Performance Rights are not transferable.

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There are no rights or entitlements inherent in the Performance Rights with respect to the following: (a) voting, except as otherwise required by law; (b) right to a return of capital, whether in a winding up, upon a reduction of capital or otherwise; (c) right to participate in the surplus profit or assets of the Rights and entitlements entity upon a winding up; and (d) right to participate in new issues of securities such as bonus issues or entitlement issues, unless and until the Vesting Conditions have been satisfied and the Performance Rights converts into fully paid ordinary shares of the Company.

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ACN 624 909 682

LODGE YOUR VOTE

ONLINE  https://investorcentre.linkgroup.com BY MAIL  Wiseway Group 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 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

X99999999999

PROXY FORM

I/We being a member(s) of Wiseway Group Limited and entitled to participate in and vote hereby appoint:

APPOINT A PROXY

the Chair of the OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body Meeting (mark box) 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 Chair 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 11:00am (AEDT) on Thursday, 28 November 2024 at Wiseway Chipping Norton Office, 13-15 Alfred Road, Chipping Norton , NSW 2170 (the Meeting ) and at any postponement or adjournment of the Meeting.

Important for Resolution 1 & 4: If the Chair 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 Chair of the Meeting to exercise the proxy in respect of Resolution 1 & 4, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chair 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

• 1 Adoption of Remuneration Report

• 2 Re-election of Mr Brandon Teo as Director

• 3 ASX Listing Rule 7.1A Approval of Future Issue of Securities

• 4 Approval of Issue of Performance Rights to Mr Ken Tong, Chief Operating Officer, and Related Party of the Company

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For Against Abstain
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• • 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).

WWG PRX2401C

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 Chair of the Meeting as your proxy, mark the box in Step 1. 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 in Step 1. A proxy need not be a shareholder of the Company.

DEFAULT TO 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 those 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 Form, including where the Resolutions are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry or you may copy this form and return them both together..

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and

• (b) return both forms together.

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 11:00am (AEDT) on Tuesday, 26 November 2024, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

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

• ONLINE

https://investorcentre.linkgroup.com

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

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link https://investorcentre.linkgroup.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

BY MAIL



Wiseway Group Limited

C/- Link Market Services Limited

Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

BY HAND



Deliver it to Link Market Services Limited* Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150

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.

*during business hours Monday to Friday (9:00am - 5:00pm)

IMPORTANT INFORMATION

Link Group is now known as MUFG Pension & Market Services. Over the coming months, Link Market Services will progressively rebrand to its new name MUFG Corporate Markets, a division of MUFG Pension & Market Services.

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 registrars@linkmarketservices.com.au 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.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.