ASX:AU1 · 19 October 2021 Price sensitive

Sep Quarter Update and Appendix 4C

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ASX Release
19 October 2021

                SEPTEMBER QUARTER 2021 UPDATE & APPENDIX 4C
            THE AGENCY DELIVERS STRONG FINANCIAL AND OPERATIONAL RESULTS
Highlights1
       x    Positive Operational Cashflow of $1.3 million
       x    Group Revenue of $16.05M - up 18% from $13.6M in Q1 FY21
       x    Gross Commission Income (GCI) of $24.5M - up 47.5% from $16.6M in Q1 FY21
       x    1,344 sales across the combined group valued at $1.4B - 1,117 sales valued at $948M in Q1 FY21
       x    1,441 listings across the combined group – 1,240 listings in Q1 FY21
       x    Restructured debt with Macquarie Bank reducing interest rate margin from 4.75% to 3.75%
       x    Cash and cash equivalents as at 30th September 2021 of $6.8M

Commenting on the September Quarter results, The Agency Group’s Managing Director Paul Niardone
said:

            “I am delighted with how The Agency has performed throughout the September quarter, hitting fresh
            records across GCI and other key metrics, particularly as they were achieved during a sustained period
            of severe lockdown restrictions as a result of COVID-19 in our key eastern state markets.

            It is testament to our industry leading staff and property partners for this continuing growth despite
            the challenging conditions and all should be very proud of their efforts.

            “With a strong pipeline of existing listings, a significant increase in sales agents and an easing of
            COVID-19 restrictions in key eastern states markets, we are anticipating delivering strong results in the
            coming quarter, a period that normally experiences a seasonal lull leading up to and over the Christmas
            holiday period.”

The Agency Group Australia (ASX:AU1) (“The Agency” or “the Company”) is pleased to announce the
September Quarter 2021 has further consolidated on the success of the previous two quarters, achieving
records across key metrics including combined revenue, Gross Commission Income, sales and listings.

Gross Commission Income (GCI) was $24.5 million, the highest quarter for GCI on record. GCI for the quarter
was based on a record 1,344 exchanges across The Agency valued at $1.4 billion.

The Agency delivered positive operational cashflow of $1.3 million and combined group revenue of $16 million
for the period.

1
    Revenue and EBITDA figures provided in this announcement are unaudited and EBITDA provided in this announcement is pre -adoption of AASB16.

The combined group also reported a record 1,441 listings and 1,246 settlements for the three-month period.
As at 30th September, The Agency was comprised of a combined 334 sales agents, up from 308 sales agents at
end of previous period. Properties under Management (PuM) are 3,556 at the end of September 2021.

                          COMBINED GROUP REVENUE ($M)                                                                   GCI ($M)
      18                                                                                    30
      16
                                                                                            25
      14                       15.5                          16.04           16.05
                                             14.9                                                                                                24.5
      12        13.6                                                                        20                                        22.7
                                                                                                                 21.5
      10                                                                                                                    20.0
                                                                                            15
       8                                                                                             16.6
       6                                                                                    10
       4
                                                                                            5
       2
       0                                                                                    0
               Sep Q-20      Dec Q- 20      Mar Q-21        Jun Q-21        Sep Q-21             Sep Q-20 Dec Q- 20 Mar Q-21         Jun Q-21   Sep Q-21

                                      SALES ($M)                                                               NUMBER OF NEW LISTINGS (#)
     1,600                                                                                  1,600
     1,400                                                          1,470
                                                                                            1,400
                                                                                    1,424                                                         1,441
     1,200                                                  1,325           1,344           1,200                                       1,389
                              1,273 1,259   1,232                                                      1,240                 1,299
     1,000     1,134                                1,153                                   1,000                  1,209
      800              959                                                                   800
      600                                                                                    600
      400                                                                                    400
      200                                                                                    200
           0                                                                                     0
                Sep Q-20     Dec Q- 20      Mar Q-21        Jun Q-21        Sep Q-21                  Sep Q-20 Dec Q- 20 Mar Q-21 Jun Q-21       Sep Q-21

Appendix 4C Cashflow commentary

The Agency delivered positive operational cashflow of $1.3 million and combined group revenue of $16
million for the September Quarter. The Group reported receipts from customers of $20.5 million for the
quarter a slight reduction from the previous quarter’s $21.2 million in receipts. This was due to a number of
sales that were still unconditional as at 30th September and will be reported in the December Quarter.

Cash and cash equivalents as at 30th September 2021 were $6.8 million, up from $5.7 million at the end of
the previous quarter.

In Payments to related parties of the entity and their associates (refer to 6.1), the $324,000 payment refers
to Executive salaries ($277,000) and non-Executive salaries ($47,000).

Primary Secured Debt Facility

During the period, The Agency and Macquarie Bank entered into an Amendment Deed in respect of its
primary secured debt facility with MBL.

The Facility was amended to, among other things:

    x   reduce the interest rate margin from 4.75% to 3.75%. (It is noted that the interest rate margin had
        previously been reduced from 8.50% p.a. to 4.75% p.a. on and from 1 April 2021).
    x   provide releases from both the Company and MBL in favour of five individuals named as personal
        guarantors of the Facility.
    x   provide for the Facility (subject to each party continuing to satisfy its obligations under the Facility)
        to end on 5 January 2023.
    x   introduce an interest cover ratio pursuant to which the Company’s EBITDA must be at least 3 times
        its interest expense. It is noted that the definition of interest expense does not include financial
        indebtedness owed by the Company to Peters Investments Pty Ltd, in accordance with the
        convertible notes issued on 15 May 2020 and 4 January 2021, respectively.

The Company confirms that there are no other material changes to the terms of the Facility, other than
those announced previously to the ASX or in its financial accounts.

                                                      ENDS

Announcement authorised for release by the Board of The Agency Group Australia Limited.

If you require further information, please contact:

 Investors                                                Media
 The Agency Australia Ltd                                 Chapter One Advisors
 Paul Niardone                                            David Tasker / Colin Jacoby
 T: +61 08 9204 7955                                      T: +61 433 112 936 / +61 439 980 35

                                                                                                   Rule 4.7B

                                                 Appendix 4C
                       Quarterly cash flow report for entities
                              subject to Listing Rule 4.7B
 Name of entity

 The Agency Group Australia Limited (ASX: AU1)

 ABN                                                           Quarter ended (“current quarter”)

 52 118 913 232                                                30 September 2021

 Consolidated statement of cash flows                          Current quarter         Year to date (12
                                                                   $A’000                 months)
                                                                                           $A’000
 1.      Cash flows from operating activities
 1.1     Receipts from customers                                            20,494                  20,494
 1.2     Payments for
         (a) research and development                                              -                      -
         (b) product manufacturing and operating
                                                                          (13,921)                 (13,921)
             costs
         (c) advertising and marketing                                       (335)                   (335)
         (d) leased assets                                                     (11)                    (11)
         (e) staff costs (incl. govt grants or incentives)                  (2,802)                 (2,802)
         (f)   administration and corporate costs                           (2,088)                 (2,088)
 1.3     Dividends received (see note 3)                                           -                      -
 1.4     Interest received                                                         1                     1
 1.5     Interest and other costs of finance paid                              (60)                    (60)
 1.6     Income taxes paid                                                         -                      -
 1.7     Government grants and tax incentives                                      -                      -
 1.8     Other (provide details if material) – See                                 -                      -
         commentary as attached
 1.9     Net cash from / (used in) operating
                                                                             1,278                   1,278
         activities

 2.        Cash flows from investing activities
 2.1       Payments to acquire or for:
           (a) entities                                                            -                      -
           (b) businesses                                                          -                      -
           (c) property, plant and equipment                                   (82)                    (82)
           (d) investments                                                         -                      -
           (e) intellectual property                                               -                      -

ASX Listing Rules Appendix 4C (17/07/20)                                                              Page 1
+ See chapter 19 of the ASX Listing Rules for defined terms.

                                                                                               Appendix 4C
                                       Quarterly cash flow report for entities subject to Listing Rule 4.7B

 Consolidated statement of cash flows                          Current quarter       Year to date (12
                                                                   $A’000               months)
                                                                                         $A’000
           (f)   other non-current assets                                        -                       -
 2.2       Proceeds from disposal of:
           (a) entities (sale of WA Rent Roll)                                   -                       -
           (b) businesses                                                        -                       -
           (c) property, plant and equipment                                     -                       -
           (d) investments                                                       -                       -
           (e) intellectual property                                             -                       -
           (f)   other non-current assets                                        -                       -
 2.3       Cash flows from loans to other entities                            (70)                   (70)
 2.4       Dividends received (see note 3)
 2.5       Other                                                                 -                       -
 2.6       Net cash from / (used in) investing
                                                                             (152)                  (152)
           activities

 3.        Cash flows from financing activities
 3.1       Proceeds from issues of equity securities
           (excluding convertible debt securities)                               -                       -
 3.2       Proceeds from issue of convertible debt
                                                                                 -                       -
           securities
 3.3       Proceeds from exercise of options                                     -                       -
 3.4       Transaction costs related to issues of
           equity securities or convertible debt                                 -                       -
           securities
 3.5       Proceeds from borrowings                                              -                       -
 3.6       Repayment of borrowings                                               -                       -
 3.7       Transaction costs related to loans and
                                                                              (29)                   (29)
           borrowings
 3.8       Dividends paid                                                        -                       -
 3.9       Other (provide details if material)                                   -                       -
 3.10      Net cash from / (used in) financing
                                                                              (29)                   (29)
           activities

 4.        Net increase / (decrease) in cash and
           cash equivalents for the period
 4.1       Cash and cash equivalents at beginning of
           period                                                           5,710                   5,710
 4.2       Net cash from / (used in) operating
                                                                            1,278                   1,278
           activities (item 1.9 above)
 4.3       Net cash from / (used in) investing activities
                                                                             (152)                  (152)
           (item 2.6 above)

ASX Listing Rules Appendix 4C (17/07/20)                                                             Page 2
+ See chapter 19 of the ASX Listing Rules for defined terms.

                                                                                                Appendix 4C
                                        Quarterly cash flow report for entities subject to Listing Rule 4.7B

 Consolidated statement of cash flows                                  Current quarter                Year to date (12
                                                                           $A’000                        months)
                                                                                                          $A’000
 4.4       Net cash from / (used in) financing activities
                                                                                            (29)                             (29)
           (item 3.10 above)
 4.5       Effect of movement in exchange rates on
                                                                                                -                               -
           cash held
 4.6       Cash and cash equivalents at end of
                                                                                          6,807                             6,807
           period

 5.        Reconciliation of cash and cash                              Current quarter               Previous quarter
           equivalents                                                      $A’000                         $A’000
           at the end of the quarter (as shown in the
           consolidated statement of cash flows) to the
           related items in the accounts
 5.1       Bank balances                                                                   6,194                            6,194
 5.2       Call deposits                                                                         -                              -
 5.3       Bank overdrafts                                                                       -                              -
 5.4       Other (bank guarantees)                                                           613                             613
 5.5       Cash and cash equivalents at end of
                                                                                           6,807                            6,807
           quarter (should equal item 4.6 above)

 6.        Payments to related parties of the entity and their                                         Current quarter
           associates                                                                                      $A'000
 6.1       Aggregate amount of payments to related parties and their
                                                                                                                             324
           associates included in item 1
 6.2       Aggregate amount of payments to related parties and their
                                                                                                                                -
           associates included in item 2
 Note: if any amounts are shown in items 6.1 or 6.2, your quarterly activity report must include a description of, and an
 explanation for, such payments.

ASX Listing Rules Appendix 4C (17/07/20)                                                                                     Page 3
+ See chapter 19 of the ASX Listing Rules for defined terms.

                                                                                                 Appendix 4C
                                         Quarterly cash flow report for entities subject to Listing Rule 4.7B

 7.        Financing facilities                                          Total facility               Amount drawn at
           Note: the term “facility’ includes all forms of financing   amount at quarter                quarter end
           arrangements available to the entity.
                                                                             end                          $A’000
           Add notes as necessary for an understanding of the
           sources of finance available to the entity.                     $A’000
 7.1       Loan facilities                                                                 5,000                          5,000
 7.2       Credit standby arrangements                                                           -                              -
 7.3       Other (please specify)                                                          3,420                          3,420
 7.4       Total financing facilities                                                      8,420                          8,420

 7.5       Unused financing facilities available at quarter end
 7.6       Include in the box below a description of each facility above, including the lender, interest
           rate, maturity date and whether it is secured or unsecured. If any additional financing
           facilities have been entered into or are proposed to be entered into after quarter end,
           include a note providing details of those facilities as well.
                     1. $5m loan from Macquarie Bank, secured by 1st ranking charge over all group
                         companies, Interest margin rate 3.75% repayable on 4-Jan 2023.
                     2. $3.42M Convertible Note, secured by 2nd ranking charge over all group
                         companies, (Conversion at $0.027 per share and interest rate 8% with a
                         maturity date of 31 March 2023)

 8.        Estimated cash available for future operating activities                                           $A’000
 8.1       Net cash from / (used in) operating activities (item 1.9)                                                      1,279
 8.2       Cash and cash equivalents at quarter end (item 4.6)                                                            6,807
 8.3       Unused finance facilities available at quarter end (item 7.5)                                                        -
 8.4       Total available funding (item 8.2 + item 8.3)                                                                  6,807

 8.5       Estimated quarters of funding available (item 8.4 divided by
                                                                                                                            N/A
           item 8.1)
           Note: if the entity has reported positive net operating cash flows in item 1.9, answer item 8.5 as “N/A”. Otherwise, a
           figure for the estimated quarters of funding available must be included in item 8.5.

 8.6       If item 8.5 is less than 2 quarters, please provide answers to the following questions:
           8.6.1     Does the entity expect that it will continue to have the current level of net operating
                     cash flows for the time being and, if not, why not?
           Answer: N/A

           8.6.2     Has the entity taken any steps, or does it propose to take any steps, to raise further
                     cash to fund its operations and, if so, what are those steps and how likely does it
                     believe that they will be successful?
           Answer: N/A

           8.6.3     Does the entity expect to be able to continue its operations and to meet its business
                     objectives and, if so, on what basis?
           Answer: N/A

           Note: where item 8.5 is less than 2 quarters, all of questions 8.6.1, 8.6.2 and 8.6.3 above must be answered.

ASX Listing Rules Appendix 4C (17/07/20)                                                                                   Page 4
+ See chapter 19 of the ASX Listing Rules for defined terms.

                                                                                                   Appendix 4C
                                           Quarterly cash flow report for entities subject to Listing Rule 4.7B

Compliance statement
1          This statement has been prepared in accordance with accounting standards and policies
           which comply with Listing Rule 19.11A.
2          This statement gives a true and fair view of the matters disclosed.

Date:                 19 October 2021

Authorised by: The Board...................................................................................
                      (Name of body or officer authorising release – see note 4)

Notes
1.      This quarterly cash flow report and the accompanying activity report provide a basis for informing the market about the
        entity’s activities for the past quarter, how they have been financed and the effect this has had on its cash position. An
        entity that wishes to disclose additional information over and above the minimum required under the Listing Rules is
        encouraged to do so.
2.      If this quarterly cash flow report has been prepared in accordance with Australian Accounting Standards, the definitions
        in, and provisions of, AASB 107: Statement of Cash Flows apply to this report. If this quarterly cash flow report has been
        prepared in accordance with other accounting standards agreed by ASX pursuant to Listing Rule 19.11A, the
        corresponding equivalent standard applies to this report.
3.      Dividends received may be classified either as cash flows from operating activities or cash flows from investing activities,
        depending on the accounting policy of the entity.
4.      If this report has been authorised for release to the market by your board of directors, you can insert here: “By the board”.
        If it has been authorised for release to the market by a committee of your board of directors, you can insert here: “By the
        [name of board committee – eg Audit and Risk Committee]”. If it has been authorised for release to the market by a
        disclosure committee, you can insert here: “By the Disclosure Committee”.
5.      If this report has been authorised for release to the market by your board of directors and you wish to hold yourself out as
        complying with recommendation 4.2 of the ASX Corporate Governance Council’s Corporate Governance Principles and
        Recommendations, the board should have received a declaration from its CEO and CFO that, in their opinion, the financial
        records of the entity have been properly maintained, that this report complies with the appropriate accounting standards
        and gives a true and fair view of the cash flows of the entity, and that their opinion has been formed on the basis of a
        sound system of risk management and internal control which is operating effectively.

ASX Listing Rules Appendix 4C (17/07/20)                                                                                     Page 5
+ See chapter 19 of the ASX Listing Rules for defined terms.