Notice of Annual General Meeting/Proxy Form
Download the PDFPreparing the document viewer…
Read the announcement as text
For personal use only
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 10.00AM (WST) Tuesday, 24th November 2026.
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 (10.00 am (WST) on 22nd November 2026) 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 .
For personal use only
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
For personal use only
ACN 118 913 232
THE AGENCY GROUP AUSTRALIA LTD
ACN 118 913 232
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 10:00am (AWST)
DATE: Tuesday, 24th November 2026
PLACE: 1 Cambridge Street, West Leederville, Western Australia
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
10:00am (AWST) on 22 November 2026.
BUSINESS OF THE MEETING
FINANCIAL STATEMENTS AND REPORTS
To receive and consider the annual financial report of the Company for the financial year ended
30 June 2026 together with the declaration of the Directors, the Director’s report, the Remuneration
For personal use only
Report and the auditor’s report.
1. 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 2026.”
Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.
2. RESOLUTION 2 – ELECTION OF DIRECTOR – MELISSA PETERS
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 15.4 of the Constitution, Listing Rule 14.4 and for all
other purposes, Melissa Peters, a Director who was appointed as an additional
Director on 5 May 2026, retires, and being eligible, is elected as a Director.”
3. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – PAUL NIARDONE
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, Paul Niardone, a Director, retires by rotation, and being eligible, is
re-elected as a Director.”
4. RESOLUTION 4 – 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: 26 October 2026
2
Voting Prohibition Statement
Resolution 1 – Adoption of In accordance with sections 250(BD)(2) and 250R, a vote on this Resolution must
Remuneration Report not be cast:
(a) by or on behalf of a member of the Key Management Personnel, details
of whose remuneration are included in the Remuneration Report or a
Closely Related Party of such a member, regardless of the capacity in
For personal use only
which the vote is cast; or
(b) as a proxy by a member of the Key Management Personnel at the date
of the Meeting, or their Closely Related Parties.
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.
3
Voting by proxy
To vote by proxy, please 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;
For personal use only
• 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 the time, date and place set out above.
Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company
Secretary on +61 2 8376 9100.
4
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
For personal use only
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 2026 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 www.investors.theagency.com.au.
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 to 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.
5
3. RESOLUTION 2 – ELECTION OF DIRECTOR – MELISSA PETERS
3.1 General
The Constitution allows the Directors to appoint at any time a person to be a Director either
to fill a casual vacancy or as an addition to the existing Directors, but only where the total
number of Directors does not at any time exceed the maximum number specified by the
For personal use only
Constitution.
Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office
only until the next annual general meeting and is then eligible for election by Shareholders
but shall not be taken into account in determining the Directors who are to retire by
rotation (if any) at that meeting.
Ms Melissa Peters, having been appointed by other Directors on 5 May 2026 in accordance
with the Constitution, will retire in accordance with the Constitution and Listing Rule 14.4
and being eligible, seeks election from Shareholders.
Further information in relation to Ms Peters is set out below.
Qualifications, Ms Peters is the managing director of Peters Investments Pty Ltd,
experience and other where she leads the strategic direction, business governance,
material directorships operational oversight and day-to-day management of a
diversified range of interests across property investment and
development, listed and private equity investments,
agribusiness and automotive retail.
Ms Peters was formerly the Marketing, Advertising and Events
Manager for the Peters Investments Pty Ltd group of luxury
motor vehicle dealerships, which included brands such as
BMW, Mini and Honda, and brings over 25 years of experience
in brand management, business development, customer
relationship management and team performance
management.
Ms Peters holds a Bachelor of Business (Economics) from the
University of Western Australia.
Ms Peters does not hold, and has not held in the past three
years, any other directorships of ASX listed entities.
Term of office Ms Peters has served as a Director since 5 May 2026.
Independence If elected, the Board does not consider that Ms Peters will be
an independent Director.
Ms Peters is the managing director of Peters Investments Pty Ltd
(Peters Investments). Peters Investments is a substantial
Shareholder, holding 134,000,000 Shares (representing
approximately 30.48% of the Shares on issue), and is the holder
of convertible notes issued by the Company. Ms Peters has a
relevant interest in the Shares held by Peters Investments by
virtue of her position.
Other material The Company conducts appropriate checks on the
information background and experience of candidates before their
appointment to the Board. The Company undertook such
checks prior to the appointment of Ms Peters.
Board Having received an acknowledgement from Ms Peters that she
recommendation will have sufficient time to fulfil her responsibilities as a Director
and having reviewed the performance of Ms Peters since her
appointment to the Board and the skills, knowledge,
experience and capabilities required by the Board, the
Directors (other than Ms Peters) recommend that Shareholders
vote in favour of this Resolution.
6
3.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Ms Peters will be elected to the Board as a non-executive
Director.
If this Resolution is not passed, Ms Peters will not continue in her role as a non-executive
Director. The Company may seek nominations or otherwise identify suitably qualified
For personal use only
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.
4. RESOLUTION 3 – RE-ELECTION OF DIRECTOR – PAUL NIARDONE
4.1 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 Paul Niardone, having held office without re-election since 16 November 2023 and
being eligible, retires by rotation and seeks re-election.
Further information in relation to Mr Niardone is set out below.
Qualifications, Mr Niardone was one of the founders of The Agency and, until
experience and other January 2022, was the managing director of the Company,
material directorships before taking up a more operational role as an executive
Director.
Mr Niardone was formerly executive director and founder of
Professional Public Relations (WA), the largest PR and
communications firm in the State, until he sold the business to
WPP. Mr Niardone has experience in marketing and strategic
planning for clients in both Government and the private sector.
With a degree in Politics and Industrial Relations and a Master
of Business Administration, he started his career in the
Department of Cabinet and Parliamentary Services.
He was appointed inaugural Manager of the Peel Region
Business Enterprise Centre and was then appointed as the first
Marketing Manager for the entire Enterprise Centre Network
comprising 36 centres throughout Western Australia. Mr
Niardone’s marketing skills were recognised by Westpac in its
decision to appoint him as one of the first Business Banking
Managers in Australia without a banking background.
Mr Niardone has sat on the boards of a number of public and
private companies and not for profit organisations. Mr
Niardone is currently a director of MTM Critical Metals Limited
(ASX: MTM).
Term of office Mr Niardone has served as a Director since 19 December 2016
and was last re-elected on 16 November 2023.
Independence If re-elected, the Board does not consider that Mr Niardone will
be an independent Director.
Board Having received an acknowledgement from Mr Niardone that
recommendation he will have sufficient time to fulfil his responsibilities as a
Director and having reviewed the performance of Mr Niardone
since his appointment to the Board and the skills, knowledge,
experience and capabilities required by the Board, the
Directors (other than Mr Niardone) recommend that
Shareholders vote in favour of this Resolution.
7
4.2 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Niardone will be re-elected to the Board as an executive
Director.
If this Resolution is not passed, Mr Niardone will not continue in his role as an executive
Director. The Company may seek nominations or otherwise identify suitably qualified
For personal use only
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.
5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE
5.1 General
This Resolution seeks Shareholder approval by way of 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 shares 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. As of the
date of this Notice, the Company’s market capitalisation is $13,187,278. The Company is
therefore an Eligible Entity.
5.2 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.
5.3 Technical information required by Listing Rule 7.3A
REQUIRED INFORMATION DETAILS
Period for which the 7.1A The 7.1A Mandate will commence on the date of the
Mandate is valid Meeting and expire on the first to occur of the following:
(a) the date that is 12 months after the date of this
Meeting;
(b) the time and date of the Company’s next annual
general meeting; and
(c) 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).
Minimum price Any Equity Securities issued under the 7.1A Mandate must
be in an existing quoted class of 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:
8
REQUIRED INFORMATION DETAILS
(a) 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
(b) if the Equity Securities are not issued within 10
For personal use only
trading days of the date in paragraph (a) above,
the date on which the Equity Securities are issued.
Use of funds 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.
Risk of economic and Any issue of Equity Securities under the 7.1A Mandate will
voting dilution 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 13 October 2026.
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 $0.015 $0.030 $0.045
Number of Shares on
issued – 10%
Issue (Variable A in Listing
voting 50% 50%
Rule 7.1A.2) Issue Price
dilution decrease increase
Funds Raised
Current 439,576,589 43,957,658 $659,365 $1,318,730 $1,978,095
Shares Shares
50% 659,364,883 65,936,488 $989,047 $1,978,095 $2,967,142
increase Shares Shares
100% 879,153,178 87,915,318 $1,318,730 $2,637,460 $3,956,189
increase Shares Shares
*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.
The table above uses the following assumptions:
1. There are currently 439,576,589 Shares on issue as at the date of
this Notice.
2. The issue price set out above is the closing market price of the
Shares on the ASX on 13 October 2026 (being $0.030)
(Issue Price). The Issue Price at a 50% increase and 50% decrease
are each rounded to three decimal places prior to the
calculation of the funds raised.
9
REQUIRED INFORMATION DETAILS
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.
For personal use only
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:
(a) the market price for the Company’s Shares may
be significantly lower on the issue date than on the
date of the Meeting; and
(b) 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.
Allocation policy under The recipients of the Equity Securities to be issued under the
7.1A Mandate 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:
(a) the purpose of the issue;
(b) 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;
(c) the effect of the issue of the Equity Securities on
the control of the Company;
(d) the circumstances of the Company, including, but
not limited to, the financial position and solvency
of the Company;
(e) prevailing market conditions; and
(f) advice from corporate, financial and broking
advisers (if applicable).
Previous approval under The Company did not obtain approval under Listing Rule
Listing Rule 7.1A.2 7.1A.2 at its annual general meeting held on 21 November
2025. Accordingly, the Company has not issued any Equity
10
REQUIRED INFORMATION DETAILS
Securities under Listing Rule 7.1A.2 in the twelve months
preceding the date of the Meeting.
Voting exclusion As at the date of this Notice, the Company is not proposing
statement to make an issue of Equity Securities under Listing Rule 7.1A.
For personal use only
Accordingly, a voting exclusion statement is not included in
this Notice.
11
GLOSSARY
$ means Australian dollars.
7.1A Mandate has the meaning given in Section 5.1.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the
For personal use only
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) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) 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;
(e) a company the member controls; or
(f) 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.
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.
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.
Material Person means a related party of the Company, member of the Key Management
Personnel, substantial holder of the Company, adviser of the Company or associate of any of these
parties.
Meeting means the meeting convened by the Notice.
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Proxy Form means the proxy form accompanying the Notice.
12
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 2026.
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.
For personal use only
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.
WST means Western Standard Time as observed in Perth, Western Australia.
13
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
For personal use only
Your proxy voting instruction must be received by 10:00am (AWST) on Sunday, 22 November 2026, 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://portal.automic.com.au/investor/home 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 10:00am
(AWST) on Tuesday, 24 November 2026 at 1 Cambridge Street, West Leederville, Western Australia hereby:
Appoint the Chair of the Meeting (Chair) to vote in accordance with the following directions (or if no directions have been given, and subject to the
relevant laws, as the Chair sees fit) at this meeting and at any adjournment thereof.
Please note: 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
For personal use only
corporate you are appointing as your proxy. If the person so named is absent from the meeting, or if no person is named, the Chair will act on your
behalf.
The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.
Unless indicated otherwise by marking 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 ELECTION OF DIRECTOR – MELISSA PETERS
AU1
3 RE-ELECTION OF DIRECTOR – PAUL NIARDONE
4 APPROVAL OF 7.1A MANDATE
Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution 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).