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Appendix 4E & Preliminary Final Report

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THE AGENCY GROUP AUSTRALIA LTD
                      ABN 52 118 913 232

         and its controlled entities

               APPENDIX 4E
     Preliminary Final Report
                30 June 2020

THE AGENCY GROUP AUSTRALIA LTD                                                                                APPENDIX 4E
AND CONTROLLED ENTITIES                                                                                Preliminary final report
ABN 52 118 913 232                                                                                               30 June 2020

Corporate directory

 Current Directors
 Andrew Jensen                        Executive Chairman
 Paul Niardone                        Managing Director
 Adam Davey                           Non-executive Director
 Matthew LaHood                       Executive Director

 Company Secretary
 Mr Stuart Usher

 Registered Office                                             Share Registry
 Street:             68 Milligan St                            Advanced Share Registry Limited
                     PERTH WA 6000                             Street + Postal: 110 Stirling Highway
 Postal:             PO Box 7768                                                NEDLANDS WA 6009
                     CLOISTERS SQUARE WA 6850                  Telephone:       1300 113 258 (within Australia)
 Telephone:          +61 (0)8 9204 7955                                         +61 (0)8 9389 8033 (International)
 Facsimile:          +61 (0)8 9204 7956                        Facsimile:       +61 (0)8 6370 4203
 Email:              info@theagencygroup.com.au                Email:           admin@advancedshare.com.au
 Website:            theagencygroup.com.au                     Website:         www.advancedshare.com.au

 Auditors                                                      Securities Exchange
 Bentleys Audit & Corporate (WA) Pty Ltd                       Australian Securities Exchange
 Level 3, 216 St Georges Terrace                               Level 40, Central Park, 152-158 St Georges Terrace
 PERTH WA 6000                                                 Perth WA 6000
 Telephone:          +61 (0)8 9226 4500                        Telephone:           131 ASX (131 279) (within Australia)
                                                               Telephone:           +61 (0)2 9338 0000
 Solicitors                                                    Facsimile:           +61 (0)2 9227 0885
 Steinepreis Paganin                                           Website:             www.asx.com.au
 Level 4, The Read Buildings                                   ASX Code :           AU1
 16 Milligan Street
 Perth WA 6000

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APPENDIX 4E                                                                                                  THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                                                                           AND CONTROLLED ENTITIES
30 June 2020                                                                                                                                                    ABN 52 118 913 232

Contents

   Company Update ................................................................................................................................................................... 1

   Results for announcement to the Market ............................................................................................................................. 5
   Consolidated statement of profit or loss and other comprehensive income ........................................................................ 8
   Consolidated statement of financial position ....................................................................................................................... 9
   Consolidated statement of changes in equity ..................................................................................................................... 10
   Consolidated statement of cash flows ................................................................................................................................. 11
   Notes to the Appendix 4E preliminary final report .............................................................................................................. 12

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THE AGENCY GROUP AUSTRALIA LTD                                                                                         APPENDIX 4E
AND CONTROLLED ENTITIES                                                                                        Preliminary final report
ABN 52 118 913 232

Company Update
1.    Operating and financial review
1.1. Nature of Operations Principal Activities
      The principal activity of the Group for the financial year was real estate services and related activities. There were no
      significant changes in the nature of the Group’s principal activities during the financial year.

1.2. Operations Review
      a.       Key Metrics

                     ANNUAL GROUP REVENUE ($m)                                                      GCI ($m)
                                                                    60
                                                  Up 48% Y-o-Y      50
                                                                                                                      Up 26% Y-o-Y
     45
     40                                                             40
     35
     30                                                             30
     25                                                                                                                    47.9
     20                                                 41.86       20                                         37.9
     15                                   28.3                                                 28.8
     10                                                             10
                             16.8
      5          9.6                                                               3.8
                                                                     0
      0
                                                                                   FY17        FY18            FY19        FY20
                FY17         FY18         FY19          FY20

                     NUMBER OF NEW LISTINGS (#)                                           NUMBER OF PUM (#)
                                             Up 15% Y-o-Y                                                       Up 12%Y-o-Y
      5000                                                         6,000
                                                      3957                                                               4,838
      4000                                                         5,000
                                          3430                                                         4,337
                                                                   4,000             3,347
      3000
                                                                   3,000
                              1776
      2000
                                                                   2,000
      1000             639
                                                                   1,000
           0                                                             0
                     FY17     FY18        FY19        FY20                           FY18              FY19              FY20

                                                   VALUE OF EXCHANGES ($B)
                                    3.5                                               Up 21% Y-o-Y
                                                                                             2.9
                                     3
                                                                             2.4
                                    2.5
                                     2                       1.8

                                    1.5
                                     1
                                    0.5     0.2
                                     0
                                           FY17          FY18            FY19                FY20

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APPENDIX 4E                                                                  THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                               AND CONTROLLED ENTITIES
30 June 2020                                                                                                    ABN 52 118 913 232

Company Update
      All key metrics increased during the year across our businesses as demonstrated above, reinforcing the sustained growth
      the business has been able to achieve year on year for the past three years. This is despite the impact of the COVID-19
      pandemic and resultant impact from restrictions on the real estate sector nationally during the latter part of the March
      and June Quarters 2020. The Agency delivered strong operating results for FY2020 including its first full year EBITDA profit
      since inception.

      For FY2020, the Group reported Annual Group Revenue of $41.86 million, a 48% increase year-on-year (FY2019 1: $28.34
      million), which further highlights the effectiveness of the Company’s model.

      The increase in revenue was primarily due to a 26% increase year-on-year in Combined Gross Commission Income to
      $47.9 million (FY19: $38 million). This figure was bolstered by 3,153 sales (up from 2,419 sales for FY19) and $2.9 billion
      worth of property sold across the combined group for the FY2020 (FY19: $2.5 billion).

      Property management continues to grow with The Agency reporting a record total of 4,838 Properties Under Management
      as at 30 June 2020, up 12% on the prior corresponding period, generating ≈$9 million revenue annually.

      The company also witnessed growth in its Mortgage Solutions Australia (MSA) business with home loan approvals for
      FY2020 up 11% year-on-year from $124.2 million to $137.4 million.

      As at 30th June, The Agency was comprised of a combined 283 sales agents (East Coast: 142, West Coast: 141), with average
      Gross Commission Income (GCI) increasing by over 20% over the past twelve months. The Agency’s model of allowing our
      high-quality agents to focus on sales and providing support is being demonstrated by the year-on-year increase in GCI.

      The Agency will be looking to boost agent numbers in the coming quarters. Based on the company’s existing platform and
      cost structure, which is largely fixed, any future recruitment will directly contribute to EBITDA performance.

      The Agency Group reported cash receipts of $42.53 million for the FY2020, a 42% year-on-year increase (FY2019: $29.93
      million).

      Pleasingly, The Agency rebounded in June across key metrics as COVID-19 restrictions eased in major markets. Results
      delivered in June are now flowing through with a strong sales pipeline into Q3 2020.

      Please see below table highlighting year-on-year growth across key metrics:

      The Agency Group                                              FY20        FY19             % Change

      Revenue ($M)                                                 41.86        28.3               +48%
      EBITDA ($M)                                                   2.66       (4.25)              +161%
      EBITDA - pre AASB16 ($M)                                      0.71       (4.25)              +116%
      GCI ($M)                                                     47.92        37.97              +26%
      PUM                                                          4,838        4,337              +12%
      Home Loan Approvals (MSA) ($M)                               137.4        124.2              +11%

1.3. Financial Review
      The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal
      business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business.

      The Agency continued its growth during FY2020 delivering three quarters of positive EBITDA as well as positive cash flow,
      a first for the company. For FY2020, the Group recorded EBITDA profit of approximately $2.66 million. EBITDA was
      calculated as provided below:

1 Note: FY19 reflects six months of operating results of Top Level Pty Ltd

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THE AGENCY GROUP AUSTRALIA LTD                                                                                  APPENDIX 4E
AND CONTROLLED ENTITIES                                                                               Preliminary final report
ABN 52 118 913 232

Company Update
      EBITDA calculation                                                              2020                  2019
                                                                                         $                     $

      Loss before tax                                                         (10,357,057)          (9,255,448)

      Interest income                                                               (17,988)              (12,958)
      Depreciation and amortisation                                             6,038,609            2,266,548
      Impairment                                                                5,230,330            1,378,379
      Interest and finance costs                                                1,769,193            1,242,675
      Share-based payments                                                                -           133,663

      EBITDA                                                                    2,663,087           (4,247,141)

      AASB16 Leases impact                                                     (1,951,373)                      -

      EBITDA (pre-AASB16 Leases impact)                                          711,714            (4,247,141)

      EBITDA was $2.66 million. Pre-adoption of the new AASB16 Leases standard, which was applied during FY2020, EBITDA
      profit for the year came to $711,714 which compares to an EBITDA loss of $4.25 million for FY2019, a $4.96 million
      turnaround.

      The Group’s revenue for the year ended 30 June 2020 was recorded at $41.86 million as compared with the previous year
      ended 30 June 2019 which recorded $28.34 million.

      The net assets of the Group have increased from 30 June 2019 by $2.58 million to $11.61 million at 30 June 2020 (2019:
      $9.03 million).

      The Group incurred a net loss before tax for the year of $10.36 million (2019: $9.26 million loss). It is important to note
      that this was primarily impacted by depreciation and amortisation ($6.04 million) and impairment of goodwill ($5.23
      million).

      The Board has taken a conservative view on the review of its goodwill on historical acquisitions and believed it was
      appropriate to impair by $5.23 million for FY2020, in light of market uncertainty as a result of COVID.

      As at 30 June 2020, the Group's cash and cash equivalents increased from 30 June 2019 by $126,843 to $2.72 million at
      30 June 2020 (2019: $2.60 million).

                                                                      Appendix 4E                  2020
                                                                          $’000s               $

      Cash at bank (reference 4E Note 4.1)                                  2,724
      Cash classified as
           Cash on deposits                                                  482
           Cash on deposit with funder plus bank guarantees                  770
           Convertible Note funds                                          1,000

      Reporting in the 30 June 2020 Appendix 4C                             4,976

      Government incentives and related grants have been received during the last quarter of the year and were used to also
      support employee sales agents in Perth. These have been included in operational cash flows.

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APPENDIX 4E                                                                 THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                             AND CONTROLLED ENTITIES
30 June 2020                                                                                                  ABN 52 118 913 232

Company Update
1.4. Future Developments, Prospects and Business Strategies
     The Group remains focussed on maintaining a sustainable financial framework and continues to identify and implement
     efficiencies into its business.

     To this end, the Group is currently finalising arrangements to bring bank debt down to a manageable level.

     The Company continues to work proactively with its primary bank debt provider and other parties regarding a resolution
     of its current financing facility on or before 30 September 2020.

     The Agency is active in pursuing a range of strategic partnerships and JV opportunities it believes will drive agent
     recruitment and sales revenue in the coming reporting periods.

     There remain significant intangible assets off the balance sheet, these include the rent roll and the Mortgage Book. These
     assets contribute an annuity income to the business in excess of $10 million per annum. Total estimated market asset value
     of the rent roll and loan book is approx. $27 million.

     Other likely developments, future prospects and business strategies of the operations of the Group and the expected
     results of those operations, not otherwise disclosed in this report, have not been included in this report as the Directors
     believe that the inclusion of such information would be likely to result in unreasonable prejudice to the Group.

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THE AGENCY GROUP AUSTRALIA LTD                                                                                   APPENDIX 4E
AND CONTROLLED ENTITIES                                                                               Preliminary final report
ABN 52 118 913 232

Results for announcement to the Market
for the year ended 30 June 2020

1     REPORTING PERIOD (item 1)

       Report for the financial year ended:                                   30 June 2020
       Previous corresponding period is the year months ended:                30 June 2019

                                                                           Movement           Percentage                 Amount
2     RESULTS FOR ANNOUNCEMENT TO THE MARKET
                                                                                                       %                      $

       Increase in revenues from ordinary activities (item 2.1)                                 47.72     to        41,861,521

       Increase in loss from ordinary activities after tax attributable
                                                                                                 15.77     to        (9,065,338)
        to members (item 2.2)

       Increase in loss after tax attributable to members (item 2.3)                            15.77     to        (9,065,338)

      a.     Dividends (item 2.4)                                                                Amount per      Franked amount
                                                                                                   Security          per security
                                                                                                          ₵                     %
              Interim dividend                                                                            nil               n/a
              Final dividend                                                                              nil               n/a
              Record date for determining entitlements to the
                                                                                      n/a
               dividend (item 2.5)

      b.     Brief explanation of any of the figures reported above necessary to enable the figures to be understood (item 2.6):
             Refer to Company Update on page 1 of this Preliminary Final Report.

3     PRELIMINARY FINAL REPORT

      a.     Statement of comprehensive income (item 3):
             Refer to Consolidated statement of profit or loss and other comprehensive income on page 8

      b.     Statement of financial position (item 4):
             Refer to Consolidated statement of financial position on page 9

      c.     Statement of cash flows (item 5):
             Refer to Consolidated statement of cash flows on page 11

      d.     Statement of changes in equity (item 6):
             Refer to Consolidated statement of changes in equity on page 10

4     DIVIDENDS (item 7) AND RETURNS TO SHAREHOLDERS INCLUDING DISTRIBUTIONS AND BUY BACKS (item 14.2)

      Nil.

      a.     Details of dividend or distribution reinvestment plans in operation are described below (item 8):
             Not applicable

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APPENDIX 4E                                                                     THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                                AND CONTROLLED ENTITIES
30 June 2020                                                                                                     ABN 52 118 913 232

Results for announcement to the Market
for the year ended 30 June 2020
                                                                                                                    Previous
5    RATIOS
                                                                                                Current          corresponding
                                                                                                period               period
     a. Financial Information relating to 5b and 5c:                                                $                    $
          Earnings for the period attributable to owners of the parent                           (9,065,338)          (7,830,605)

          Net assets                                                                             11,611,345            9,031,007
          Less: Intangible assets (including net deferred tax balances) and right of use        (31,770,901)         (34,368,355)
          Assets
          Net tangible assets                                                                   (20,159,556)         (25,337,348)

                                                                                                  No.                   No.
          Fully paid ordinary shares                                                            298,954,431         103,810,047
          Weighted average number of ordinary shares outstanding during the year used           251,793,328           61,610,752
          in calculation of basic EPS

                                                                                                    ₵                    ₵

     b. Net tangible assets backing per share (cents) (item 9):                                  (6.743)             (24.407)

     c. Earnings per share attributable to owners of the parent (cents) (item 14.1):             (3.600)             (12.710)

          The Group does not report diluted earnings per share, as dilution is not applied
          to annual losses generated by the Group. During the 2020 financial year the
          Group had 102,181,760 unissued shares under option which are anti-dilutive.

6    DETAILS OF ENTITIES OVER WHICH CONTROL HAS BEEN GAINED OR LOST DURING THE PERIOD: (item 10)

     a.     Control gained over entities
                 Name of entities (item 10.1)                                          Nil
                 Date(s) of gain of control (item 10.2)
     b.     Loss of control of entities

                 Name of entities (item 10.1)                                          Nil
                 Date(s) of loss of control (item 10.2)                                N/A
     c. Contribution to consolidated profit (loss) from ordinary activities after       Nil
        tax by the controlled entities to the date(s) in the current period when
        control was gained / lost (item 10.3).

     d. Profit (loss) from ordinary activities after tax of the controlled entities for Nil
        the whole of the previous corresponding period (item 10.3)

7    DETAILS OF ASSOCIATES AND JOINT VENTURE: (item 11)

           Name of entities (item 11.1)                                    Nil
           Percentage holding in each of these entities (item 11.2)        n/a
                                                                                                                        Previous
                                                                                                                  corresponding
                                                                                              Current period              Period
                                                                                                           $                   $
           Aggregate share of profits (losses) of these entities (item 11.3)                              N/A                N/A

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THE AGENCY GROUP AUSTRALIA LTD                                                                              APPENDIX 4E
AND CONTROLLED ENTITIES                                                                             Preliminary final report
ABN 52 118 913 232

Results for announcement to the Market
for the year ended 30 June 2020

8     Any other significant information needed by an investor to make an informed assessment of the entity’s financial
      performance and financial position. (item 12):

      Refer to commentary update accompanying this 4E

9     The financial information provided in the Appendix 4E is based on the preliminary final report (attached), which has been
      prepared in accordance with Australian Accounting Standards (item 13)

10    A COMMENTARY ON THE RESULTS FOR THE PERIOD (item 14)

      Refer to Company Update on page 1 .

11    The preliminary final report has been prepared based on the 30 June 2020 accounts which are in the process of being
      audited by an independent Audit Firm in accordance with the requirements of s.302 of the Corporations Act 2001 (Cth).
      (item 15)

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APPENDIX 4E                                                                              THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                                              AND CONTROLLED ENTITIES
30 June 2020                                                                                                                     ABN 52 118 913 232

Consolidated statement of profit or loss and other comprehensive income
for the year ended 30 June 2020
                                                                                                 Note                  2020                     2019
                                                                                                                          $                        $
Continuing operations
Revenue                                                                                           1.1           41,861,521               28,337,806
Other income                                                                                      1.2            1,012,487                   177,891

                                                                                                                42,874,008               28,515,697

Advertising and promotion expenses                                                                              (1,242,399)                 (670,123)
Computers and information technology expenses                                                                   (1,330,334)               (1,006,107)
Consultancy fees                                                                                                (1,918,495)               (1,195,372)
Depreciation and amortisation                                                                                   (6,038,609)               (2,266,548)
Impairment                                                                                        2.1           (5,230,330)               (1,378,379)
Interest and finance costs                                                                                      (1,769,193)               (1,242,675)
Legal and professional fees                                                                                       (998,384)               (1,907,502)
Occupancy costs                                                                                                   (984,139)               (2,178,362)
Salaries and employment costs                                                                     2.2          (31,070,020)             (24,024,002)
Share-based payments expense                                                                       7                        -               (133,663)
Other expenses                                                                                                  (2,649,162)               (1,768,412)

Loss before tax                                                                                                (10,357,057)               (9,255,448)
Income tax expense                                                                                3.1            1,291,719                 1,424,843

Net loss for the year                                                                                           (9,065,338)               (7,830,605)

Other comprehensive income, net of income tax
 Items that will not be reclassified subsequently to profit or loss                                                        -                         -
 Items that may be reclassified subsequently to profit or loss:                                                            -                         -

Other comprehensive income for the period, net of tax                                                                       -                         -

Total comprehensive income attributable to members of the parent entity                                         (9,065,338)               (7,830,605)

                                                                                                               2,663,087                (4,247,141)

The consolidated statement of profit or loss and other comprehensive income is to be read in conjunction with the accompanying notes.

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THE AGENCY GROUP AUSTRALIA LTD                                                                                               APPENDIX 4E
AND CONTROLLED ENTITIES                                                                                           Preliminary final report
ABN 52 118 913 232

Consolidated statement of financial position
as at 30 June 2020
                                                                                              Note                  2020               2019
                                                                                                                       $                  $
Current assets
Cash and cash equivalents                                                                      4.1            2,724,142           2,597,299
Trade and other receivables                                                                   4.2.1           4,601,222           4,079,873
Financial assets                                                                              4.3.1           1,000,000                    -
Other current assets                                                                          4.4.1             550,476            413,492

Total current assets                                                                                          8,875,840           7,090,664

Non-current assets
Trade and other receivables                                                                   4.2.2             269,655            282,772
Financial assets                                                                              4.3.2             770,388           1,142,387
Property, plant, and equipment                                                                 5.1            2,039,814           2,577,550
Right of use asset                                                                            5.2.1           4,645,320                    -
Intangible assets                                                                              5.3           30,376,355          39,036,212

Total non-current assets                                                                                     38,101,532          43,038,921

Total assets                                                                                                 46,977,372          50,129,585

Current liabilities
Trade and other payables                                                                      4.5.1           9,773,152          13,555,575
Borrowings                                                                                    4.6.1          13,843,235          21,126,603
Provisions                                                                                    5.4.1           2,286,835           1,112,833
Leases                                                                                        5.2.2           1,979,900                    -

Total current liabilities                                                                                    27,883,122          35,795,011

Non-current liabilities
Trade and other payables                                                                      4.5.2                     -            35,308
Provisions                                                                                    5.4.2             337,054            600,402
Leases                                                                                        5.2.2           3,895,077                    -
Deferred tax liabilities                                                                       3.3            3,250,774           4,667,857

Total non-current liabilities                                                                                 7,482,905           5,303,567

Total liabilities                                                                                            35,366,027          41,098,578

Net assets                                                                                                   11,611,345           9,031,007

Equity                                                                                                                  -                  -
Issued capital                                                                                6.1.1          39,395,942          27,765,049
Reserves                                                                                       6.3              928,715            583,426
Accumulated losses                                                                                           (28,713,312)       (19,317,468)

Total equity                                                                                                 11,611,345           9,031,007
                                                                                                              (19,007,282)       (28,704,347)
                                                                                                              (20,159,556)       (25,337,348)

The consolidated statement of financial position is to be read in conjunction with the accompanying notes.

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APPENDIX 4E                                                                            THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                                    AND CONTROLLED ENTITIES
30 June 2020                                                                                                          ABN 52 118 913 232

Consolidated statement of changes in equity
for the year ended 30 June 2020
                                                                 Note    Contributed     Accumulated        Options              Total
                                                                              equity          Losses        Reserve             equity
                                                                                  $                 $            $                    $

Balance at 1 July 2018                                                   11,480,382      (11,486,863)       566,430            559,949
Loss for the year attributable owners of the parent                                -       (7,830,605)            -         (7,830,605)
Other comprehensive income for the year attributable owners
of the parent                                                                      -                 -            -                   -

Total comprehensive income for the year attributable owners of
the parent                                                                         -       (7,830,605)            -         (7,830,605)

Transaction with owners, directly in equity
Shares issued during the year (net of costs)                     6.1.1   16,284,667                  -            -        16,284,667
Options granted during the year                                   6.2              -                 -       16,996             16,996

Balance at 30 June 2019                                                  27,765,049      (19,317,468)       583,426          9,031,007

Balance at 1 July 2019                                                   27,765,049      (19,317,468)       583,426          9,031,007
Change in accounting policy – effect of AASB 16 Leases                             -        (330,506)             -           (330,506)

Restated total equity at the beginning of the financial year             27,765,049      (19,647,974)       583,426          8,700,501
Loss for the year attributable owners of the parent                                -       (9,065,338)            -         (9,065,338)
Other comprehensive income for the year attributable owners
of the parent                                                                      -                 -            -                   -

Total comprehensive income for the year attributable owners of
the parent                                                                         -       (9,065,338)            -         (9,065,338)

Transaction with owners, directly in equity
Shares issued during the year (net of costs)                     6.1.1   11,630,893                  -            -        11,630,893
Share-based payments during the year                              6.2              -                 -      345,289            345,289

Balance at 30 June 2020                                                  39,395,942      (28,713,312)       928,715        11,611,345

The consolidated statement of changes in equity is to be read in conjunction with the accompanying notes.

                                                                                                                         P a g e | 10

THE AGENCY GROUP AUSTRALIA LTD                                                                                      APPENDIX 4E
AND CONTROLLED ENTITIES                                                                                   Preliminary final report
ABN 52 118 913 232

Consolidated statement of cash flows
for the year ended 30 June 2020

                                                                                            Note           2020              2019
                                                                                                              $                 $
Cash flows from operating activities
Receipts from customers                                                                              42,529,458         29,931,578
Payments to suppliers and employees                                                                  (40,821,013)      (34,970,655)
Interest received                                                                                        17,988            12,958
Finance costs                                                                                         (1,391,729)       (1,405,068)

Net cash used in operating activities                                                                   334,704         (6,431,187)

Cash flows from investing activities
Purchase of property, plant and equipment                                                              (282,527)          (241,107)
Advancement of bank guarantee                                                                          (481,498)          (600,000)
Return of bank guarantee                                                                                346,078                  -
Purchase of intangibles                                                                                (192,758)                 -
Deferred purchase consideration paid                                                                     (15,000)          (75,000)
Purchase of subsidiary, net of cash acquired                                                                   -          594,258

Net cash used in investing activities                                                                  (625,705)          (321,849)

Cash flows from financing activities
Proceeds from issue of shares                                                                         5,611,773          8,400,000
Share issue costs                                                                                      (397,861)          (277,200)
Repayments of borrowings                                                                              (2,731,516)          (44,352)
Proceeds from borrowings                                                                                       -          250,000
Leases payments                                                                                       (2,064,552)                -

Net cash provided by financing activities                                                               417,844          8,328,448

Net increase in cash and cash equivalents held                                                          126,843          1,575,412

Cash and cash equivalents at the beginning of the year                                                2,597,299          1,021,887

Cash and cash equivalents at the end of the year                 -                           4.1      2,724,142          2,597,299

The consolidated statement of cash flows is to be read in conjunction with the accompanying notes.

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APPENDIX 4E                                                                  THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                         AND CONTROLLED ENTITIES
30 June 2020                                                                                              ABN 52 118 913 232

Notes to the Appendix 4E preliminary final report
for the year ended 30 June 2020

Note 1        Revenue and other income                                               Note        2020                 2019
                                                                                                    $                    $
1.1    Revenue
       Commissions                                                                          27,523,456         18,430,266
       Fees                                                                                  5,056,193          4,919,575
       Management fees                                                                       9,281,872          4,987,965

                                                                                            41,861,521         28,337,806
1.2    Other Income
       Interest income                                                                         17,988               12,958
       Other income                                                                           994,499             164,933

                                                                                             1,012,487            177,891

Note 2        Loss before income tax                                                             2020                 2019
                                                                                                    $                    $
The following significant revenue and expense items are relevant in explaining the
financial performance:
2.1    Impairment:
        Doubtful debts (recovered) / expense                                                  (74,050)           208,728
        Impairment of goodwill and other intangibles                                        5,304,380          1,169,651

                                                                                             5,230,330          1,378,379

2.2    Salaries and employment costs                                                             2020                 2019
                                                                                                    $                    $
        Commissions                                                                        19,558,045         14,062,716
        Director fees                                                                        535,980             484,000
        Salary and wages                                                                    8,475,768          6,353,731
        Superannuation                                                                      1,369,231          1,567,847
        Other employment related costs                                                      2,210,996          1,555,708
        Government grants received in connection with employment costs                     (1,080,000)                    -

                                                                                            31,070,020         24,024,002

                                                                                                             P a g e | 12

THE AGENCY GROUP AUSTRALIA LTD                                                                  APPENDIX 4E
AND CONTROLLED ENTITIES                                                               Preliminary final report
ABN 52 118 913 232

Notes to the Appendix 4E preliminary final report
for the year ended 30 June 2020

Note 3          Income tax                                                 Note        2020              2019
                                                                                          $                 $
3.1     Income tax benefit
        Current tax                                                               (1,291,719)       (1,424,843)

                                                                                  (1,291,719)       (1,424,843)
3.2     Deferred tax assets
        Employee benefits                                                           465,221           365,843
        Accrued expenses                                                            918,680           795,960
        Provisions                                                                   52,397            41,250
        AASB16 Leases - Lease Liability                                             154,253                  -
        Other                                                                       141,261                  -
                                                                                  1,731,812         1,203,053
        Set-off deferred tax liabilities                                   3.3    (1,731,812)       (1,203,053)

        Net deferred tax assets                                                            -                 -

3.3     Deferred tax liabilities
        Intangible Asset - Rent Roll                                              4,875,336         5,870,910
        Accrued income                                                              107,250                  -
                                                                                  4,982,586         5,870,910
        Set-off deferred tax assets                                        3.2    (1,731,812)       (1,203,053)

        Net deferred tax liabilities                                              3,250,774         4,667,857

Note 4         Financial assets and financial liabilities

4.1     Cash and cash equivalents                                                      2020              2019
                                                                                          $                 $
        Cash at bank                                                              2,724,142         2,597,299

                                                                                  2,724,142         2,597,299

4.2     Trade and other receivables                                                    2020              2019
                                                                                          $                 $
4.2.1   Current
        Trade debtors                                                             3,528,812         3,189,133
        Recoverable commissions/wages                                               876,861           871,650
        Provision for non-recovery of trade debtor and commissions/wages           (190,534)         (258,728)
        Other receivables                                                           386,083           277,818

                                                                                  4,601,222         4,079,873
4.2.2   Non-current
        Receivables                                                                 269,655           282,772

                                                                                    269,655           282,772

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APPENDIX 4E                                                       THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                          AND CONTROLLED ENTITIES
30 June 2020                                                                              ABN 52 118 913 232

Notes to the Appendix 4E preliminary final report
for the year ended 30 June 2020

Note 4       Financial assets and financial liabilities (cont.)

4.3     Financial assets                                                          2020                2019
                                                                                     $                   $
4.3.1   Current
        Restricted cash                                                       1,000,000                    -

                                                                              1,000,000                    -
4.3.2   Non-current
        Bank guarantees and restricted cash                                    770,388          1,085,476
        Financial assets carried at FVOCI – Listed shares                             -             56,911

                                                                               770,388          1,142,387

4.4     Other assets                                                              2020                2019
                                                                                     $                   $
4.4.1   Current
        Prepayments                                                              7,636            397,285
        Other deposits                                                         542,840              16,207

                                                                               550,476            413,492

4.5     Trade and other payables                                                  2020                2019
                                                                                     $                   $
4.5.1   Current
        Unsecured
        Trade payables                                                        2,483,388         4,179,473
        Employees’ remuneration – commissions payable                         1,869,045         1,177,955
        Payroll tax                                                           1,152,496         1,121,583
        Superannuation – employees                                             401,358            577,520
        Sundry creditors and accrued expenses                                  843,601          2,017,403
        Lease incentive                                                               -           719,158
        GST and PAYG payable                                                  2,916,649         3,255,827
        Retention payable                                                             -           506,656
        Other                                                                  106,615                     -

                                                                              9,773,152        13,555,575
4.5.2   Non-current
        Other                                                                         -             35,308

                                                                                      -             35,308

4.6     Borrowings                                                                2020                2019
                                                                                     $                   $
4.6.1   Current
        Loans                                                                  750,000          1,350,000
        Bank loans                                                           12,093,235        12,593,235
        Shareholder loans                                                             -         7,157,366
        Convertible note                                                      1,000,000                    -
        Other                                                                         -             26,002

                                                                             13,843,235        21,126,603

                                                                                             P a g e | 14

THE AGENCY GROUP AUSTRALIA LTD                                                                                                APPENDIX 4E
AND CONTROLLED ENTITIES                                                                                              Preliminary final report
ABN 52 118 913 232

Notes to the Appendix 4E preliminary final report
for the year ended 30 June 2020

Note 5         Non-financial assets and financial liabilities

5.1     Property, plant, and equipment                                                                                2020                   2019
                                                                                                                         $                      $
Plant and equipment – at cost                                                                                    1,187,451             1,150,163
Accumulated depreciation                                                                                          (614,867)              (467,186)

                                                                                                                   572,584                682,977

Leasehold improvements – at cost                                                                                 3,407,145             3,317,312
Accumulated amortisation                                                                                        (1,939,915)           (1,422,739)

                                                                                                                 1,467,230             1,894,573

Total plant and equipment                                                                                        2,039,814             2,577,550

5.2     Leases                                                                                                         2020                 2019#
                                                                                                                          $                     $
5.2.1   Right of use assets
        Properties                                                                                               3,500,419                        -
        Printing equipment                                                                                       1,144,901                        -

                                                                                                                 4,645,320                        -
5.2.2   Lease liabilities
        Current                                                                                                  1,979,900                        -
        Non-current                                                                                              3,895,077                        -

                                                                                                                 5,874,977                        -
           # In the previous year, the group only recognised lease assets and lease liabilities in relation to leases that were classified as ‘finance
             leases’ under AASB 117 Leases. The assets were presented in property, plant and equipment and the liabilities as part of the group’s
             borrowings.

5.3     Intangible assets                                                                                             2020                   2019
                                                                                                                         $                      $
        Goodwill                                                                                               17,077,617             17,849,242
        Impairment charge                                                                       5.3.1           (5,304,380)              (771,625)

                                                                                                               11,773,237             17,077,617

        Rent Roll                                                                                              24,348,146             24,026,310
        Accumulated amortisation                                                                                (5,930,600)            (2,067,715)

                                                                                                               18,417,546             21,958,595

        Others                                                                                                     381,968                194,664
        Accumulated amortisation and impairment                                                                   (196,396)              (194,664)

                                                                                                                   185,572                        -

        Total intangibles                                                                                      30,376,355             39,036,212

5.3.1   At 30 June 2020, management performed an impairment assessment on goodwill which resulted in an impairment loss
        of (5,304,380) on the Group’s Top Level Real Estate Sales Business

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APPENDIX 4E                                                                 THE AGENCY GROUP AUSTRALIA LTD
Preliminary final report                                                                        AND CONTROLLED ENTITIES
30 June 2020                                                                                             ABN 52 118 913 232

Notes to the Appendix 4E preliminary final report
for the year ended 30 June 2020

Note 5          Non-financial assets and financial liabilities (cont.)

5.4       Provisions                                                                            2020                 2019
                                                                                                   $                    $
5.4.1     Current
          Employee entitlements                                                             1,228,979            752,815
          Future fund referrals                                                             1,057,856            360,018

                                                                                            2,286,835          1,112,833
5.4.2     Non-current
          Employee entitlements                                                               61,377             329,638
          Make good provisions                                                               165,000             150,000
          Future fund referrals                                                              110,677             120,764

                                                                                             337,054             600,402

Note 6          Equity

6.1       Issued capital                           Note         2020              2019          2020                 2019
                                                                  No.               No.            $                    $

Fully paid ordinary shares at no par value                298,954,431      103,810,047     39,395,942         27,765,049
                                                                 2020             2019           2020               2019
6.1.1     Ordinary shares                                          No.              No.             $                  $
          At the beginning of the year                    103,810,047      683,793,034     27,765,049         11,480,382
          Shares issued during the year:
           Bonus issue of shares                                   -      410,275,820              -                     -
          Sub-total                                                      1,094,068,854                                    -
           Effect of share consolidation 30:1                      -    (1,057,598,807)                                  -
           Shares after consolidation                              -       36,470,047                                    -
           Acquisition of Top Level Pty Ltd                        -       35,000,000              -          7,566,667
           Acquisition of Vicus Residential Pty Ltd                -        2,666,667              -            453,333
           Lead manager shares                                     -          840,000              -            252,000
           Issued for cash                                85,913,817       28,000,000      5,584,398          8,400,000
           Share-settled payments                        107,008,316          833,333      6,955,540            116,667
           Conversion of performance
             shares                                         2,222,251                 -             -                  -
      Transaction costs relating to share issues                                      -      (909,045)          (504,000)

      At reporting date                                   298,954,431      103,810,047     39,395,942         27,765,049

                                                                                                            P a g e | 16

THE AGENCY GROUP AUSTRALIA LTD                                                                              APPENDIX 4E
AND CONTROLLED ENTITIES                                                                            Preliminary final report
ABN 52 118 913 232

Notes to the consolidated financial statements
for the year ended 30 June 2020

Note 6          Equity (cont.)

                                                               2020              2019               2020               2019
6.2       Options                                                No.               No.                 $                  $
          Options                                        102,181,760        5,588,912            928,715            583,426

          At the beginning of the year                     5,588,912      186,742,739            583,426            566,430
          Options issued/(lapsed) during the
          year:
           Effect of share consolidation 30:1                     -     (180,517,958)                  -                  -
           Options after consolidation                            -        6,224,781                   -                  -
           Expiry of options                                      -         (969,202)                  -                  -
           Issued to director                                                333,333                                16,996
           Attaching options pursuant to
            Placement                                      8,461,539                 -                  -                  -
           Attaching options pursuant to
            the Entitlement Issue                         79,440,194                 -                  -                  -
           Lead Managers options                         12,899,074                 -           258,192                   -
           Repayment of Kalonda debt                       714,286                  -            14,297                   -
           Financing costs in respect to the
            convertible note options             6.2.1             -                              72,800
           Expiry of options                             (4,922,245)                -                  -                  -

      At reporting date                                  102,181,760        5,588,912            928,715            583,426

6.2.1     During the year, 2,000,000 options were granted as part of the convertible note. These options were not issued until
          subsequent to year end.

6.3       Reserves                                                                                  2020               2019
                                                                                                       $                  $
          Share-based payment reserve                                                            928,715            583,426

                                                                                                 928,715            583,426

Note 7          Share-based payments                                              Note              2020               2019
                                                                                                       $                  $
7.1       Share-based payments:
             Recognised as Share-based payment expense                                                 -           133,663

          Gross share-based payments                                                                    -           133,663

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