Notice of Annual General Meeting/Proxy Form
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Dear Shareholder
Letter to Shareholders Regarding the Annual General Meeting
Notice is given that an Annual General Meeting of Shareholders of The Agency Group Australia Limited
(Company) will be held at 9.00AM (WST) Monday, 25th November 2024 .
As permitted by the Corporations Act 2001 (Cth), the Company will not be dispatching physical copies of the
Notice of Meeting (Notice) unless specifically requested to do so. Instead, a copy of the Notice will be made
available to shareholders electronically and can be viewed and downloaded at the following link:
https://investors.theagency.com.au
If you have elected to receive notices by email, a copy of the proxy form will be emailed to you. If you have
not elected to receive notices by email, a copy of the proxy form will be posted to you, together with this
letter for your convenience.
The Company has determined that Shareholders may participate in the Meeting by attending in person. You
may vote by attending the Meeting in person.
Shareholders who are unable to attend the Meeting will be able to participate by:
(a) voting prior to the Meeting by lodging your proxy instructions by no later than 48 hours prior to the
Meeting (9.00 am (WST) on 23 November 2024) either by:
• voting online at https://investor.automic.com.au/#/loginsah ; or
• lodging a proxy form by:
▪ post to: Automic, GPO Box 5193, Sydney NSW 2001
▪ in person to: Automic, Level 5, 126 Phillip Street, Sydney NSW 2000
▪ by email to: meetings@automicgroup.com.au
▪ by facsimile +61 2 8583 3040
(b) lodging questions in advance of the Meeting by emailing the questions to Stuart Usher, Company
Secretary at stuartu@theagencygroup.com.au .
If the above arrangements with respect to the Meeting change, Shareholders will be updated via the ASX
Market Announcements Platform and on the Company’s website at https://investors.theagency.com.au/asx-
announcements .
If you have any difficulties obtaining a copy of the Notice, or for any other relevant information please
contact me on +61 499 900 044 or via email at stuartu@theagencygroup.com.au .
Stuart Usher
Company Secretary
ACN 118 913 232
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 9.00am AWST
DATE: Monday, 25th November 2024
PLACE: To be held in person at 68 Milligan Street, Perth, Western Australia 6000
The business of the Meeting affects your shareholding and your vote is important.
This Notice should be read in its entirety. If Shareholders are in doubt as to how they should vote, they
should seek advice from their professional advisers prior to voting.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth)
that the persons eligible to vote at the Meeting are those who are registered Shareholders at 9:00am
(AWST) on 23rd November 2023.
BUSINESS OF THE MEETING
AGENDA
1. FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended
30 June 2024 together with the declaration of the Directors, the Director’s report, the
Remuneration Report and the auditor’s report.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
To consider and, if thought fit, to pass, with or without amendment, the following resolution as
a non-binding resolution:
“That, for the purposes of section 250R(2) of the Corporations Act and for all other
purposes, approval is given for the adoption of the Remuneration Report as contained in
the Company’s annual financial report for the financial year ended 30 June 2024.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
A voting prohibition statement applies to this Resolution. Please see below.
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ANDREW JENSEN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as
an ordinary resolution:
“That, for the purpose of clause 15.2 of the Constitution, Listing Rule 14.4 and for all other
purposes, Andrew Jensen, a Director, retires by rotation, and being eligible, is re-elected as
a Director.”
4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for
the Company to issue up to that number of Equity Securities equal to 10% of the issued
capital of the Company at the time of issue, calculated in accordance with the formula
prescribed in Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the
Explanatory Statement.”
Dated: 23rd October 2024
By order of the Board
Stuart Usher
Company Secretary
2940-18/3554616_3 1
Voting Prohibition Statement
Resolution 1 – Adoption of A vote on this Resolution must not be cast (in any capacity) by or on behalf of either
Remuneration Report of the following persons:
(a) a member of the Key Management Personnel, details of whose
remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.
However, a person (the voter) described above may cast a vote on this Resolution as
a proxy if the vote is not cast on behalf of a person described above and either:
(a) the voter is appointed as a proxy by writing that specifies the way the
proxy is to vote on this Resolution; or
(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this
Resolution; and
(ii) expressly authorises the Chair to exercise the proxy even
though this Resolution is connected directly or indirectly with
the remuneration of a member of the Key Management
Personnel.
Voting by proxy
To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with
the instructions set out on the Proxy Form.
In accordance with section 249L of the Corporations Act, Shareholders are advised that:
• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the
proportion or number of votes each proxy is appointed to exercise. If the Shareholder appoints two proxies
and the appointment does not specify the proportion or number of the member’s votes, then in accordance
with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.
Shareholders and their proxies should be aware that:
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies
as directed.
Voting in person
To vote in person, attend the Meeting at 9.00am AWST at 68 Milligan Street Perth WA.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on
+61 02 8376 9100.
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EXPLANATORY STATEMENT
This Explanatory Statement has been prepared to provide information which the Directors believe to be
material to Shareholders in deciding whether or not to pass the Resolutions.
1. FINANCIAL STATEMENTS AND REPORTS
In accordance with the Corporations Act, the business of the Meeting will include receipt and
consideration of the annual financial report of the Company for the financial year ended 30 June
2023 together with the declaration of the Directors, the Directors’ report, the Remuneration
Report and the auditor’s report.
The Company will not provide a hard copy of the Company’s annual financial report to
Shareholders unless specifically requested to do so. The Company’s annual financial report is
available on its website at https://investors.theagency.com.au/reports.
2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT
2.1 General
The Corporations Act requires that at a listed company’s annual general meeting, a resolution
that the remuneration report be adopted must be put to the shareholders. However, such a
resolution is advisory only and does not bind the company or the directors of the company.
The remuneration report sets out the company’s remuneration arrangements for the directors
and senior management of the company. The remuneration report is part of the directors’ report
contained in the annual financial report of the company for a financial year.
The chair of the meeting must allow a reasonable opportunity for its shareholders to ask
questions about or make comments on the remuneration report at the annual general meeting.
2.2 Voting consequences
A company is required to put to its shareholders a resolution proposing the calling of another
meeting of shareholders to consider the appointment of directors of the company (Spill
Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a
remuneration report resolution are voted against adoption of the remuneration report and at the
first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill
Resolution must be put to vote at the second of those annual general meetings.
If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a
shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting.
All of the directors of the company who were in office when the directors' report (as included in
the company’s annual financial report for the most recent financial year) was approved, other
than the managing director of the company, will cease to hold office immediately before the end
of the Spill Meeting but may stand for re-election at the Spill Meeting.
Following the Spill Meeting those persons whose election or re-election as directors of the
company is approved will be the directors of the company.
2.3 Previous voting results
At the Company’s previous annual general meeting the votes cast against the remuneration
report considered at that annual general meeting were less than 25%. Accordingly, the Spill
Resolution is not relevant for this Meeting.
2940-18/3554616_3 3
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ANDREW JENSEN
3.1 General
Listing Rule 14.4 and clause 15.2 of the Constitution provide that, other than a managing director,
a director of an entity must not hold office (without re-election) past the third annual general
meeting following the director’s appointment or three years, whichever is the longer. However,
where there is more than one managing director, only one is entitled to be exempt from this
rotation requirement.
Mr Andrew Jensen, having held office without re-election since 28 January 2022 and being
eligible, retires by rotation and seeks re-election.
Further information in relation to Mr Jensen is set out below.
3.2 Qualifications and other material directorships
Mr Jensen previously held the position of Chief Financial Officer for International and leading
Australian Companies, which will greatly assist the Company in its next phase of national growth
under the two prominent brands of The Agency and Sell Lease Property.
Mr Jensen has strong commercial, strategic, and M&A experience and has financially led
companies engaged in various fields including real estate, financial services, telecommunications,
and the franchising sectors both in Australia and Internationally.
Mr Jensen is an accomplished CFO with over 18 years’ experience in senior finance and
management roles. Previously, Mr Jensen was the CFO and Director of Australasia’s largest real
estate group Ray White, with over $20 billion in annual sales and one of Australia’s largest
independent mortgage broking businesses Loan Market. He has also been the CFO of VGC Food
Group Pty Ltd, a private diversified manufacturing and franchising group.
Mr Jensen was also CFO and COO of Digicel PNG (Papua New Guinea) part of Digicel Group Limited
(Digicel), one of the South Pacific’s largest and most successful telecommunications companies.
He is also a fellow of the Institute of Public Accountants and member of the Australian Institute
of Company Directors.
3.3 Term of office
Mr Jensen has served as a Director since 18 February 2019.
3.4 Independence
If re-elected the Board does not consider that Mr Jensen will be an independent Director.
3.5 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Jensen will be re-elected to the Board as an executive Director.
In the event this Resolution is not passed, Mr Jensen will not continue in his role as an executive
Director. The Company may seek nominations or otherwise identify suitably qualified candidates
to join the Company. As an additional consequence, this may detract from the Board and
Company’s ability to execute on its strategic vision.
3.6 Board recommendation
Having received an acknowledgement from Mr Jensen that he will have sufficient time to fulfil his
responsibilities as a Director, the Board (other than Mr Jensen) has reviewed Mr Jensen’s
performance since his appointment to the Board and considers that his skills and experience will
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continue to enhance the Board’s ability to perform its role. Accordingly, the Board (excluding Mr
Jensen) supports the re-election of Mr Jensen and recommends that Shareholders vote in favour
of this Resolution.
4. RESOLUTION 3 – APPROVAL OF 7.1A MANDATE
4.1 General
This Resolution seeks Shareholder approval by way of a special resolution for the Company to
have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity
Securities without Shareholder approval.
Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of
Equity Securities that a listed company can issue without the approval of its shareholders over
any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that
period.
Under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special
resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25%
(7.1A Mandate).
An ‘eligible entity’ means an entity which is not included in the S&P/ASX 300 Index and has a
market capitalisation of $300,000,000 or less. The Company is an eligible entity for these
purposes.
4.2 Technical information required by Listing Rule 14.1A
For this Resolution to be passed, at least 75% of votes cast by Shareholders present and eligible
to vote at the Meeting must be cast in favour of the Resolution.
If this Resolution is passed, the Company will be able to issue Equity Securities up to the combined
25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.
If this Resolution is not passed, the Company will not be able to access the additional 10% capacity
to issue Equity Securities without Shareholder approval under Listing Rule 7.1A and will remain
subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in
Listing Rule 7.1.
4.3 Technical information required by Listing Rule 7.3A
Pursuant to and in accordance with Listing Rule 7.3A, the information below is provided in
relation to this Resolution:
(a) Period for which the 7.1A Mandate is valid
The 7.1A Mandate will commence on the date of the Meeting and expire on the first to
occur of the following:
(i) the date that is 12 months after the date of this Meeting;
(ii) the time and date of the Company’s next annual general meeting; and
(iii) the time and date of approval by Shareholders of any transaction under
Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or
Listing Rule 11.2 (disposal of the main undertaking).
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(b) Minimum price
Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted
class of the Company’s Equity Securities and be issued for cash consideration at a
minimum price of 75% of the volume weighted average price of Equity Securities in that
class, calculated over the 15 trading days on which trades in that class were recorded
immediately before:
the date on which the price at which the Equity Securities are to be issued is
agreed by the entity and the recipient of the Equity Securities; or
if the Equity Securities are not issued within 10 trading days of the date in
Section 4.3(b)(i), the date on which the Equity Securities are issued.
(c) Use of funds raised under the 7.1A Mandate
The Company intends to use funds raised from issues of Equity Securities under the
7.1A Mandate for the acquisition of new assets and investments (including expenses
associated with such an acquisition), the development of the Company’s current
business and/or general working capital.
(d) Risk of Economic and Voting Dilution
Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of
Shareholders who do not receive any Shares under the issue.
If this Resolution is approved by Shareholders and the Company issues the maximum
number of Equity Securities available under the 7.1A Mandate, the economic and
voting dilution of existing Shares would be as shown in the table below.
The table below shows the dilution of existing Shareholders calculated in accordance
with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price
of Shares and the number of Equity Securities on issue or proposed to be issued as at
21 October 2024.
The table also shows the voting dilution impact where the number of Shares on issue
(Variable A in the formula) changes and the economic dilution where there are changes
in the issue price of Shares issued under the 7.1A Mandate.
Dilution
Issue Price
Shares
Number of Shares on Issue $0.012 $0.024 $0.036
issued –
(Variable A in Listing Rule
10% voting 50% decrease Issue Price 50% increase
7.1A.2)
dilution
Funds Raised
Current 428,576,589 42,857,658 $514,291 $1,028,583 $1,542,875
50%
642,864,884 64,286,488 $771,437 $1,542,875 $2,314,313
increase
100%
857,153,178 85,715,317 $1,028,583 $2,057,167 $3,085,751
increase
*The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of
Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued
under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.
6
The table above uses the following assumptions:
1. There are currently 428,576,589 Shares on issue.
2. The issue price set out above is the closing market price of the Shares on the ASX on 21 October
2024 (being $0.024).
3. The Company issues the maximum possible number of Equity Securities under the 7.1A
Mandate.
4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that
were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
5. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed
that no Options are exercised into Shares before the date of issue of the Equity Securities. If the
issue of Equity Securities includes quoted Options, it is assumed that those quoted Options are
exercised into Shares for the purpose of calculating the voting dilution effect on existing
Shareholders.
6. The calculations above do not show the dilution that any one particular Shareholder will be
subject to. All Shareholders should consider the dilution caused to their own shareholding
depending on their specific circumstances.
7. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless
otherwise disclosed.
8. The 10% voting dilution reflects the aggregate percentage dilution against the issued share
capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
9. The table does not show an example of dilution that may be caused to a particular Shareholder
by reason of placements under the 7.1A Mandate, based on that Shareholder’s holding at the
date of the Meeting.
Shareholders should note that there is a risk that:
(i) the market price for the Company’s Shares may be significantly lower on the
issue date than on the date of the Meeting; and
(ii) the Shares may be issued at a price that is at a discount to the market price
for those Shares on the date of issue.
(e) Allocation policy under the 7.1A Mandate
The recipients of the Equity Securities to be issued under the 7.1A Mandate have not
yet been determined. However, the recipients of Equity Securities could consist of
current Shareholders or new investors (or both), none of whom will be related parties
of the Company.
The Company will determine the recipients at the time of the issue under the 7.1A
Mandate, having regard to the following factors:
(i) the purpose of the issue;
(ii) alternative methods for raising funds available to the Company at that time,
including, but not limited to, an entitlement issue, share purchase plan,
placement or other offer where existing Shareholders may participate;
(iii) the effect of the issue of the Equity Securities on the control of the Company;
(iv) the circumstances of the Company, including, but not limited to, the financial
position and solvency of the Company;
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
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(f) Previous approval under Listing Rule 7.1A
The Company previously obtained approval from its Shareholders pursuant to Listing
Rule 7.1A at its annual general meeting held on 16 November 2023 (Previous
Approval).
During the 12 month period preceding the date of the Meeting, being on and from 25
November 2023, the Company has not issued any Equity Securities pursuant to the
Previous Approval.
(g) Voting Exclusion Statement
As at the date of this Notice, the Company is not proposing to make an issue of Equity
Securities under Listing Rule 7.1A. Accordingly, a voting exclusion statement is not
included in this Notice.
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GLOSSARY
$ means Australian dollars.
7.1A Mandate has the meaning given in Section 4.1.
ASIC means the Australian Securities & Investments Commission.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context
requires.
AWST means Western Standard Time as observed in Perth, Western Australia.
Board means the current board of directors of the Company.
Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday,
Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.
Chair means the chair of the Meeting.
Closely Related Party of a member of the Key Management Personnel means:
a spouse or child of the member;
a child of the member’s spouse;
a dependent of the member or the member’s spouse;
anyone else who is one of the member’s family and may be expected to influence the member,
or be influenced by the member, in the member’s dealing with the entity;
a company the member controls; or
a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition
of ‘closely related party’ in the Corporations Act.
Company means The Agency Group Australia Ltd (ACN 118 913 232).
Constitution means the Company’s constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Directors means the current directors of the Company.
Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any
security that ASX decides to classify as an Equity Security.
Explanatory Statement means the explanatory statement accompanying the Notice.
Key Management Personnel has the same meaning as in the accounting standards issued by the Australian
Accounting Standards Board and means those persons having authority and responsibility for planning,
directing and controlling the activities of the Company, or if the Company is part of a consolidated entity,
of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of
the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.
Listing Rules means the Listing Rules of ASX.
Meeting means the meeting convened by the Notice.
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Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Proxy Form means the proxy form accompanying the Notice.
Remuneration Report means the remuneration report set out in the Director’s report section of the
Company’s annual financial report for the year ended 30 June 2024.
Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.
Section means a section of the Explanatory Statement.
Share means a fully paid ordinary share in the capital of the Company.
Shareholder means a registered holder of a Share.
Variable A means “A” as set out in the formula in Listing Rule 7.1A.2.
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Proxy Voting Form If you are attending the Meeting
in person, please bring this with you
for Securityholder registration.
THE AGENCY GROUP AUSTRALIA LTD | ABN 52 118 913 232
Your proxy voting instruction must be received by 09.00am (AWST) on Saturday, 23 November 2024, being not later than 48 hours
before the commencement of the Meeting. Any Proxy Voting instructions received after that time will not be valid for the scheduled
Meeting.
SUBMIT YOUR PROXY
Complete the form overleaf in accordance with the instructions set out below. Lodging your Proxy Voting Form:
YOUR NAME AND ADDRESS
Online
The name and address shown above is as it appears on the Company’s share register. If this information is
Use your computer or smartphone to
incorrect, and you have an Issuer Sponsored holding, you can update your address through the investor
appoint a proxy at
portal: https://investor.automic.com.au/#/home Shareholders sponsored by a broker should advise their
https://investor.automic.com.au/#/loginsah or
broker of any changes.
scan the QR code below using your
STEP 1 – APPOINT A PROXY smartphone
If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name of Login & Click on ‘Meetings’. Use the
that Individual or body corporate. A proxy need not be a Shareholder of the Company. Otherwise if you Holder Number as shown at the top of
leave this box blank, the Chair of the Meeting will be appointed as your proxy by default. this Proxy Voting Form.
DEFAULT TO THE CHAIR OF THE MEETING
Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting,
who is required to vote these proxies as directed. Any undirected proxies that default to the Chair of the
Meeting will be voted according to the instructions set out in this Proxy Voting Form, including where the
Resolutions are connected directly or indirectly with the remuneration of Key Management Personnel.
STEP 2 - VOTES ON ITEMS OF BUSINESS
You may direct your proxy how to vote by marking one of the boxes opposite each item of business. All BY MAIL:
your shares will be voted in accordance with such a direction unless you indicate only a portion of voting Automic
rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the GPO Box 5193
appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may
Sydney NSW 2001
vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
APPOINTMENT OF SECOND PROXY IN PERSON:
You may appoint up to two proxies. If you appoint two proxies, you should complete two separate Proxy Automic
Voting Forms and specify the percentage or number each proxy may exercise. If you do not specify a Level 5, 126 Phillip Street
percentage or number, each proxy may exercise half the votes. You must return both Proxy Voting Forms
Sydney NSW 2000
together. If you require an additional Proxy Voting Form, contact Automic Registry Services.
SIGNING INSTRUCTIONS BY EMAIL:
Individual: Where the holding is in one name, the Shareholder must sign. meetings@automicgroup.com.au
Joint holding: Where the holding is in more than one name, all Shareholders should sign.
Power of attorney: If you have not already lodged the power of attorney with the registry, please attach a BY FACSIMILE:
certified photocopy of the power of attorney to this Proxy Voting Form when you return it. +61 2 8583 3040
Companies: To be signed in accordance with your Constitution. Please sign in the appropriate box which
indicates the office held by you. All enquiries to Automic:
Email Address: Please provide your email address in the space provided. WEBSITE:
By providing your email address, you elect to receive all communications despatched by the Company
https://automicgroup.com.au
electronically (where legally permissible) such as a Notice of Meeting, Proxy Voting Form and Annual
Report via email.
PHONE:
CORPORATE REPRESENTATIVES 1300 288 664 (Within Australia)
If a representative of the corporation is to attend the Meeting the appropriate ‘Appointment of Corporate
+61 2 9698 5414 (Overseas)
Representative’ should be produced prior to admission. A form may be obtained from the Company’s share
registry online at https://automicgroup.com.au.
STEP 1 - How to vote
APPOINT A PROXY:
I/We being a Shareholder entitled to attend and vote at the Annual General Meeting of THE AGENCY GROUP AUSTRALIA LTD, to be held at
09.00am (AWST) on Monday, 25 November 2024 at 68 Milligan Street, Perth, Western Australia 6000 hereby:
Appoint the Chair of the Meeting (Chair) OR if you are not appointing the Chair of the Meeting as your proxy, please write in the box provided below
the name of the person or body corporate you are appointing as your proxy or failing the person so named or, if no person is named, the Chair, or the
Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy
sees fit and at any adjournment thereof.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by ticking the “for”, “against” or “abstain” box you will be authorising the Chair to vote in accordance with the Chair’s
voting intention.
AUTHORITY FOR CHAIR TO VOTE UNDIRECTED PROXIES ON REMUNERATION RELATED RESOLUTIONS
Where I/we have appointed the Chair as my/our proxy (or where the Chair becomes my/our proxy by default), I/we expressly authorise the Chair to
exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected
directly or indirectly with the remuneration of a member of the Key Management Personnel, which includes the Chair.
STEP 2 - Your voting direction
Resolutions For Against Abstain
1 ADOPTION OF REMUNERATION REPORT
2 RE-ELECTION OF DIRECTOR – ANDREW JENSEN
3 APPROVAL OF 7.1A MANDATE
AU1
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on
a poll and your votes will not be counted in computing the required majority on a poll.
STEP 3 – Signatures and contact details
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director / Company Secretary
Contact Name:
Email Address:
Contact Daytime Telephone Date (DD/MM/YY)
/ /
By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).