TOV: The Agency Group Australia Limited 03R - Undertaking

MEDIA RELEASE
                                                                         No: TP21/08
                                                              Friday, 5 February 2021
             The Agency Group Australia Limited 03R – Undertaking

The President has accepted an undertaking (see Annexure A) from Peters
Investments Pty Ltd in relation to the application dated 2 February 2021 by Magnolia
Equities III Pty Ltd (see TP21/06).

Pursuant to the undertaking, Peters Investments Pty Ltd has undertaken, until
completion of the Panel proceedings, that it will not without the Panel’s consent
convert any further Convertible Notes or exercise any further Options that it received
in The Agency Group Australia Limited following the shareholder approval given at
that company’s annual general meeting on 4 January 2021.

A copy of the undertaking is attached.

Tania Mattei
Counsel, Takeovers Panel
Level 16, 530 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3500
takeovers@takeovers.gov.au

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                                  ANNEXURE A
                  AUSTRALIAN SECURITIES AND
        INVESTMENTS COMMISSION ACT 2001 (CTH) SECTION 201A
                        UNDERTAKING

THE AGENCY GROUP AUSTRALIA LIMITED 03R

Peters Investments Pty Ltd undertakes to the Panel that, until completion of the
Panel proceedings, it will not without the Panel’s consent convert any further
Convertible Notes or exercise any further Options.

Peters Investments Pty Ltd agrees to confirm in writing to the Panel that it has
satisfied its obligations under this undertaking upon completion of the Panel
proceedings.

In this undertaking the following terms have their corresponding meaning:

       Term                  Meaning
       Convertible Notes     The convertible notes that have not to date been converted
                             from the 5,000,000 convertible notes issued to Peters
                             Investments Pty Ltd pursuant to section 611 item 7 approval
                             and approval for all other purposes by shareholders of The
                             Agency Group Australia Limited on 4 January 2021
       Options               The options that have not to date been exercised from the
                             3,170,441 options granted to Peters Investments Pty Ltd
                             pursuant to section 611 item 7 approval and approval for all
                             other purposes by shareholders of The Agency Group
                             Australia Limited on 4 January 2021
       Panel proceedings     Review proceedings brought by application dated 2 February
                             2021

______________________
Signed by Robert Peters of Peters Investments Pty Ltd
with the authority, and on behalf, of Peters Investments Pty Ltd
Dated 5 February 2021

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