ASX:AU1 · 4 October 2019

Change in substantial holding

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Form 604

                                                 Corporations Act 2001
                                                     Section 671B

                                  Notice of change of interests of substantial holder

To Company Name/Scheme                                              The Agency Group Australia Ltd

   ACN/ARSN                                                         118 913 232

   1.    Details of substantial holders (1)

         Names                                                      Steven Adam Chen
                                                                    Emma Maria Chen
                                                                    SEMC2 Pty Ltd ATF The Chen Asset Trust

         ACN/ARSN (if applicable)                                   ACN 126 492 733

         There was a change in the interests of the                 01/10/2019
         substantial holders on
         The previous notice was given to the company               25/01/2019
         on
         The previous notice was dated                              11/01/2019

   2.    Previous and present voting power

         The total number of votes attached to all the voting shares in the company or voting interests in the
         scheme that the substantial holders or an associate (2) had a relevant interest (3) in when last required,
         and when now required, to give a substantial holding notice to the company or scheme, are as follows:

        Class of securities (4)        Previous notice                             Present notice
                                       Person’s votes      Voting power (5)        Person’s votes        Voting power (5)
        Fully Paid Ordinary            6,359,444           6.13%                   25,603,532            8.63%
        Shares (Ordinary
        Shares)

   3.    Changes in relevant interests

         Particulars of each change in, or change in the nature of, a relevant interest of the substantial holders or an
         associate in voting securities of the company or scheme, since the substantial holders last gave a
         substantial holding notice to the company or scheme until 1 October 2019 are as follows:

        Date of       Person             Nature of change (6)                         Consideration      Class and         Person’s
        change        whose                                                           given in           number of         votes
                      relevant                                                        relation to        securities        affected
                      interest                                                        change (7)         affected
                      changed

        01/10/19      Steven             Allotment of Ordinary Shares in debt-        Release of         19,244,088        19,244,088
                      Adam Chen          equity swap                                  debt for           Ordinary
                      Emma Maria                                                      Ordinary           Shares
                      Chen                                                            Shares at
                      SEMC2 Pty                                                       A$0.065 per
                      Ltd (ACN                                                        Ordinary
                      126 492                                                         Share
                      733) ATF
                      The Chen
                      Asset Trust

                                                  DIRECTIONS

(1)   If there are a number of substantial holders with similar or related relevant interests (eg. a corporation
      and its related corporations, or the manager and trustee of an equity trust), the names could be
      included in an annexure to the form. If the relevant interests of a group of persons are essentially
      similar, they may be referred to throughout the form as a specifically named group if the membership
      of each group, with the names and addresses of members is clearly set out in paragraph 6 of the
      form.
(2)   See the definition of “associate” in section 9 of the Corporations Act 2001.
(3)   See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
(4)   The voting shares of a company constitute one class unless divided into separate classes.
(5)   The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)   Include details of: (a) any relevant agreement or other circumstances because of which the change in
      relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the
      terms of any relevant agreement, and a statement by the person giving full and accurate details of any
      contract, scheme or arrangement, must accompany this form, together with a written statement
      certifying this contract, scheme or arrangement; and (b) any qualification of the power of a person to
      exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
      securities to which the relevant interest relates (indicating clearly the particular securities to which the
      qualification applies).
      See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.
(7)   Details of the consideration must include any and all benefits, money and other, that any person from
      whom a relevant interest was acquired has, or may, become entitled to receive in relation to that
      acquisition. Details must be included even if the benefit is conditional on the happening or not of a
      contingency. Details must be included of any benefit paid on behalf of the substantial holder or its
      associate in relation to the acquisitions, even if they are not paid directly to the person from whom the
      relevant interest was acquired.
(8)   If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest
      arises because of an option) write “unknown”.
(9)   Give details, if appropriate, of the present association and any change in that association since the
      last substantial holding notice.