ASX:AU1 · 10 May 2021

Change in substantial holding

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604 Page 1 of 3 15 July 2001

                                                                    Form 604
                                                                Corporations Act 2001
                                                                    Section 671B

                                 Notice of change of interests of substantial holder

To Company Name/Scheme The Agency Group Australia Ltd (Company)

ACN/ARSN                      118 913 232

  1. Details of substantial holder (1)

 Name                         John Kolenda

 ACN/ARSN (if applicable) N/A

 There was a change in the interests of the
 substantial holder on                                   28/01/2021
 The previous notice was given to the company on         08/10/2019
 The previous notice was dated                           08/10/2019

  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 holder 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)

Ordinary Shares 24,749,544 8.34%                                 24,749,544 5.77%

  3. Changes in relevant interests

  Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of
  the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are
  as follows:

Date of             Person whose            Nature of change (6)      Consideration given       Class and number        Person's votes
change              relevant interest                                 in   relation     to      of securities           affected
                    changed                                           change (7)                affected
                    Daring                  Dilutionary
                    Investments             effect as a      Nil                                Ordinary
                                                                                                Shares                  10,979,394
                    Pty Ltd                 direct result                                                               ORD
                                            of an issue of
01/10/2019                                  129,621,485
                                            Ordinary Shares
                                            - reference to
                                            an Appendix 2A
                                            dated
                                            02/02/2021
                   Daring                  Dilutionary      Nil                                Ordinary                13,770,150
                   Investments             effect as a                                         Shares                 ORD
                   Pty Ltd ATF             direct result of
03/10/2019         Kolenda                 an issue of
                  Family Trust             129,621,485
                                           Ordinary Shares
                                           - reference to                                                        604 Page 1 of 3 15 July 2001
                                           an Appendix 2A
                                           dated 02/02/2021

          4. Present relevant interests

          Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

     Holder of            Registered holder       Person entitled to be          Nature of relevant      Class and number          Person's votes
     relevant             of securities           registered as holder           interest (6)            of securities
     interest                                     (8)
                                                                                 Power to
     John                 Daring                  Daring                         exercise voting
     Kolenda              Investments             Investments Pty                rights attached
                                                                                 to the                  13,770,150                3.21%
                          Pty Ltd ATF             Ltd ATF Kolenda                                        ORD
                          Kolenda                 Family Trust                   securities and
                          Family Trust                                           power to
                                                                                 dispose the
                                                                                 securities
     John                 Daring                  Daring                         Power to                10,979,394
                                                                                                                                  2.56%
     Kolenda              Investments             Investments Pty                Exercise voting         ORD
                          Pty Ltd                 Ltd                            rights attached
                                                                                 to the
                                                                                 securities and
                                                                                 power to
                                                                                 dispose the
                                                                                 securities

​

          5. Changes in association

          The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the
          substantial holder in relation to voting interests in the company or scheme are as follows:

     Name and ACN/ARSN (if applicable)          Nature of association

          6. Addresses

          The addresses of persons named in this form are as follows:

     Name                                         Address
     Daring Investments Pty
                                                  Level 24, 52 Martin Place Sydney NSW 2000
     Ltd
     Daring Investments Pty
     Ltd ATF Kolenda Family                       Level 24, 52 Martin Place Sydney NSW 2000                               604 Page 3 of 3 15 July 2001
     Trust

    Signature
                  print name     John Kolenda                             capacity    Beneficial Owner

                  sign here                                                           28/04/2021
                                                                          date

                                                                           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.