ASX:AU1 · 11 April 2022

Notification regarding unquoted securities - AU1

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Announcement Summary

     Entity name
     THE AGENCY GROUP AUSTRALIA LTD

     Date of this announcement
      Monday April 11, 2022

     The +securities the subject of this notification are:
       +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

     Total number of +securities to be issued/transferred

                                                                                         Total number of
      ASX +security                                                                     +securities to be
      code                Security description                                        issued/transferred    Issue date

      New class - code     Class A Performance Shares                                          8,000,000    11/04/2022
      to be confirmed

      New class - code     Class B Performance Shares                                          3,000,000    11/04/2022
      to be confirmed

     Refer to next page for full details of the announcement

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      Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 1 - Entity and announcement details

     1.1 Name of entity
     THE AGENCY GROUP AUSTRALIA LTD

     We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

     1.2 Registered number type                                    Registration number
     ACN                                                           118913232

     1.3 ASX issuer code
     AU1

     1.4 The announcement is
        New announcement

     1.5 Date of this announcement
     11/4/2022

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       Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

      2.1 The +securities the subject of this notification are:
         +Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

      2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and
      which:
         does not have an existing ASX security code ("new class")

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       Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX

in an Appendix 3B

      ASX +security code                                             +Security description
       New class - code to be confirmed                                 Class A Performance Shares

      +Security type                                                 ISIN code
      Other

      Date the +securities the subject of this notification were issued
      11/4/2022

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

      Were any of the +securities issued to +key management personnel (KMP) or an +associate?
       Yes

      Provide details of the KMP or +associates being issued +securities.

       Name of KMP                               Name of registered holder                 Number of +securities

       Paul Niardone                             Paul Niardone                             8,000,000

      Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being
      issued.
       https://www2.asx.com.au/markets/trade-our-cash-market/announcements.au1
       29 Dec 2021 Notice of AGM Schedule 3

      Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
      or a summary of the terms
       https://www2.asx.com.au/markets/trade-our-cash-market/announcements.au1
       29 Dec 2021 Notice of AGM Schedule 5

      Any other information the entity wishes to provide about the +securities the subject of this notification
       Reference to Appendix 3B lodged with ASX 29 Dec 2021

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      Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

      Number of +securities
      8,000,000

      ASX +security code                                           +Security description
       New class - code to be confirmed                               Class B Performance Shares

      +Security type                                               ISIN code
      Other

      Date the +securities the subject of this notification were issued
      11/4/2022

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

      Were any of the +securities issued to +key management personnel (KMP) or an +associate?
       Yes

      Provide details of the KMP or +associates being issued +securities.

      Name of KMP                              Name of registered holder                Number of +securities

       Paul Niardone                           Paul Niardone                           3,000,000

      Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being
      issued.
       https://www2.asx.com.au/markets/trade-our-cash-market/announcements.au1
       29 Dec 2021 Notice of AGM Schedule 3

      Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme
      or a summary of the terms
       https://www2.asx.com.au/markets/trade-our-cash-market/announcements.au1
       29 Dec 2021 Notice of AGM Schedule 5

      Any other information the entity wishes to provide about the +securities the subject of this notification
       Reference to Appendix 3B lodged with ASX 29 Dec 2021

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Equity Securities

      Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

      Number of +securities
      3,000,000

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       Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 4 - +Securities on issue

     Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of
     the entity will comprise:
     (A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one
     application for quotation/issuance currently with ASX for processing.)

     4.1 Quoted +Securities (Total number of each +class of +securities quoted)

                                                                                                         Total number of
      ASX +security code and description                                                             +securities on issue

      AU1 : ORDINARY FULLY PAID                                                                              428,576,589

     4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

                                                                                                         Total number of
      ASX +security code and description                                                             +securities on issue

      AU1AF : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES                                                  30,000,000

      New class - code to be confirmed : Class A Performance Shares                                             8,000,000

      New class - code to be confirmed : Class B Performance Shares                                             3,000,000

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       Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 5 - Other Listing Rule requirements

     5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue
     did not need any security holder approval under Listing Rule 7.1?
        No

     5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under
     listing rule 7.1?
        Yes

     5.2a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
     28/1/2022

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