ASX:AU1 · 9 February 2021

Proposed issue of Securities - AU1

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Proposed issue of securities

Announcement Summary

     Entity name
     THE AGENCY GROUP AUSTRALIA LTD

     Announcement Type
     New announcement

     Date of this announcement
     Tuesday February 9, 2021

     The Proposed issue is:
       A placement or other type of issue

     Total number of +securities proposed to be issued for a placement or other type of issue

                                                                                            Maximum Number of
      ASX +security code             +Security description                                  +securities to be issued

      n/a                            Convertible Notes                                      150,000

     Proposed +issue date
     Tuesday February 9, 2021

     Refer to next page for full details of the announcement

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      Proposed issue of securities

Part 1 - Entity and announcement details

     1.1 Name of +Entity
     THE AGENCY GROUP AUSTRALIA LTD

     We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
     to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
     Appendix 3B of the ASX Listing Rules.

     1.2 Registered Number Type                                     Registration Number
     ABN                                                            52118913232

     1.3 ASX issuer code
     AU1

     1.4 The announcement is
        New announcement

     1.5 Date of this announcement
     Tuesday February 9, 2021

     1.6 The Proposed issue is:
        A placement or other type of issue

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       Proposed issue of securities

Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

      7A.1 - Are any of the following approvals required for the placement or other type of issue?
         +Security holder approval
         Court approval
         Lodgement of court order with +ASIC
         ACCC approval
         FIRB approval
         Another approval/condition external to the entity
        Yes

      7A.1a Conditions

      Approval/Condition              Date for determination         Is the date estimated or   ** Approval
                                                                     actual?                    received/condition met?
      +Security holder approval       Monday January 4, 2021
                                                                       Actual                   Yes

      Comments
      Issued pursuant to shareholder approval for the Peters Investments transaction (Resolution 6) at an AGM held 4 January
      2021.

Part 7B - Issue details

      Is the proposed security a 'New           Will the proposed issue of this
      class' (+securities in a class that is    +security include an offer of
      not yet quoted or recorded by ASX)        attaching +securities?
      or an 'Existing class' (additional           No
      securities in a class that is already
      quoted or recorded by ASX)?
         New class

Details of +securities proposed to be issued

      ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

      Have you received confirmation from Will the entity be seeking quotation
      ASX that the terms of the proposed  of the 'new' class of +securities on
      +securities are appropriate and     ASX?
      equitable under listing rule 6.1?      No
        Yes

      ASX +security code                        +Security description
       New class-code to be confirmed            Convertible Notes

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      Proposed issue of securities

      +Security type
      +Convertible debt securities

      Number of +securities proposed to be issued
      150,000

      Offer price details

      Are the +securities proposed to be issued being issued for a cash consideration?
        Yes

      In what currency is the cash             What is the issue price per
      consideration being paid?                +security?
      AUD - Australian Dollar                  AUD 1.00000

      Will all the +securities issued in this class rank equally in all respects from
      their issue date?
        Yes

+Convertible debt securities details

      These securities are:                    Type of security
      Convertible                              Corporate Bond

      +Security currency                       Face value
      AUD - Australian Dollar                  AUD 1.0000

      Interest rate type
      Fixed rate

      Frequency of coupon/interest
      payments per year
      No coupon/interest payments

      s128F of the Income Tax Assessment
      Act status applicable to the +security
      Not s128F exempt

      Is the +security perpetual (ie. no       Maturity date
      maturity date)?
                                               Friday March 31, 2023
         No

      Select other features applicable to
      the +security
        Redeemable
        Secured

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      Proposed issue of securities

      Is there a first trigger date on which a
      right of conversion, redemption, call
      or put can be exercised (whichever is
      first)?
         No

      Details of the type of +security that will be issued if the securities to be quoted are converted,
      transformed or exchanged
      AU1 : ORDINARY FULLY PAID

      Number of +securities that will be issued if the +securities to be quoted are converted, transformed or exchanged
       5,555,555

      Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities
      proposed to be issued or provide the information by separate announcement.
       https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02312655-6A1008606?access_token=8

Part 7C - Timetable

     7C.1 Proposed +issue date
     Tuesday February 9, 2021

Part 7D - Listing Rule requirements

     7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
       No

     7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15%
     placement capacity under listing rule 7.1?
       No

     7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's
     additional 10% placement capacity under listing rule 7.1A (if applicable)?
       No

     7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
       No

     7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
       No

     7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
       No

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       Proposed issue of securities

Part 7E - Fees and expenses

     7E.1 Will there be a lead manager or broker to the proposed issue?
       No

     7E.2 Is the proposed issue to be underwritten?
       No

     7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F - Further Information

     7F.01 The purpose(s) for which the entity is issuing the securities
      Issued pursuant to shareholder approval for the Peters Investments transaction (Resolution 6) at an AGM .The amount
      represents the facility fee that has been capitalised and added to the face value of the Peters Investments Pty Ltd
      Convertible Note.

     7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
       No

     7F.2 Any other information the entity wishes to provide about the proposed issue

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