Notice of Annual General Meeting/Proxy Form
Download the PDFPreparing the document viewer…
Read the announcement as text
ACN 118 913 232
NOTICE OF ANNUAL GENERAL MEETING
Notice is given that the Meeting will be held at:
TIME: 2.00pm AWST
DATE: Friday, 21st November 2025
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 4:00pm
(AWST) on 19th November 2025.
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 2025 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 2025.”
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 – ADAM DAVEY
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, Adam Davey, a Director, retires by rotation, and being eligible, is re-elected as a
Director.”
4. RESOLUTION 3 – ELECTION OF DIRECTOR – DR MICHAEL SCHAPER
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, Dr Michael Schaper, a Director who was appointed casually on 1st December
2024, retires, and being eligible, is elected as a Director.”
5. 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.”
2940-18/3816091_3 1
6. RESOLUTION 5 – APPROVAL TO ISSUE SECURITIES UNDER A PERFORMANCE RIGHTS AND
OPTIONS PLAN
To consider and, if thought fit, to pass, with or without amendment, the following resolution as
an ordinary resolution:
“That, for the purposes of Listing Rule 7.2 (Exception 13(b)) and for all other purposes,
approval is given for the Company to issue up to a maximum of 21,978,829 securities under
adopt an employee incentive scheme titled “Performance Rights and Options Plan”, on the
terms and conditions set out in the Explanatory Statement.”
A voting exclusion statement and voting prohibition statement applies to this Resolution. Please see below.
7. RESOLUTION 6 – INSERTION OF PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION
To consider and, if thought fit, to pass the following resolution as a special resolution:
“That, for the purposes of sections 136(2) and 648G of the Corporations Act and for all other
purposes, approval is given for the Company to modify its existing Constitution by inserting
clause 37 for a period of three years from the date of approval of this Resolution.”
Dated: 17th October 2025
By order of the Board
Stuart Usher
Company Secretary
2
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.
Resolution 5 - Approval to issue A person appointed as a proxy must not vote, on the basis of that appointment, on
Securities under a Performance this Resolution if:
Rights and Options Plan (a) the proxy is either:
(i) a member of the Key Management Personnel; or
(ii) a Closely Related Party of such a member; and
(b) the appointment does not specify the way the proxy is to vote on this
Resolution.
However, the above prohibition does not apply if:
(a) the proxy is the Chair; and
(b) the appointment expressly authorises the Chair to exercise the proxy
even though this Resolution is connected directly or indirectly with
remuneration of a member of the Key Management Personnel.
Voting Exclusion Statement
Resolution 5 – Approval to issue A person who is eligible to participate in the employee incentive scheme or an
Securities under a Performance associate of that person or those persons.
Rights and Options Plan
3
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 2.00pm 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.
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
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
2025 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.
2940-18/3816091_3 5
3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – ADAM DAVEY
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 Adam Davey, having held office without re-election since 18 November 2022 and being
eligible, retires by rotation and seeks re-election.
Further information in relation to Mr Davey is set out below.
3.2 Qualifications and other material directorships
Mr Davey is a Director of Wealth Management, Canaccord Genuity Financial Limited.
Mr Davey's expertise spans over 36 years and includes capital raising (both private and public),
mergers and acquisition, ASX listings, asset sales and purchases, transaction due diligence and
director duties.
Mr Davey has been involved in significantly growing businesses in both the industrial and mining
sector. This has been achieved through holding various roles within different organisations,
including Chairman, Managing Director, Non-executive director, major shareholder or corporate
adviser to the board.
Mr Davey is also the Chairman of Adult and Teen Challenge Foundation, which supports the work
of Adult and Teen Challenge helping families breaking free from the bondage of addiction.
3.3 Term of office
Mr Davey has served as a Director since 19 December 2016.
3.4 Independence
If re-elected the Board does not consider that Mr Davey will be an independent Director.
3.5 Technical information required by Listing Rule 14.1A
If this Resolution is passed, Mr Davey will be re-elected to the Board as a non-executive Director.
In the event this Resolution is not passed, Mr Davey will not continue in his role as a non-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 Davey that he will have sufficient time to fulfil his
responsibilities as a Director, the Board (other than Mr Davey) has reviewed Mr Davey’s
performance since his appointment to the Board and considers that his skills and experience will
continue to enhance the Board’s ability to perform its role. Accordingly, the Board (excluding Mr
Davey) supports the re-election of Mr Davey and recommends that Shareholders vote in favour
of this Resolution.
6
4. RESOLUTION 3 – ELECTION OF DIRECTOR – DR MICHAEL SCHAPER
4.1 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 Constitution.
Pursuant to the Constitution and Listing Rule 15.4, 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.
Dr Michael Schaper, having been appointed by other Directors on 1st December 2024 in
accordance with the Constitution, will retire in accordance with the Constitution and Listing Rule
14.4 and being eligible, seeks election from Shareholders.
4.2 Qualifications and other material directorships
Dr Schaper brings a wealth of regulatory and governance experience, with over 10 years as the
Deputy Chair of the Australian Competition and Consumer Commission (ACCC) between 2008-
2018, which included responsibility for overseeing franchising regulation. After his time at teh
ACCC, Dr Schaper chaired AFIA’s the Buy Now, Pay Later (BNPL) code of conduct compliance
committee. His extensive experience in these areas is particularly valuable for The Agency, as
most participants in the real estate sector are franchise-based, and The Agency has strong
connections to financial products, such as mortgages and Vendor Paid Advertising (VPA).
Currently a national board member of the Australian Institute of Company Directors (AICD), Dr
Schaper also serves as the Chair of its National Education Advisory Committee, which oversees
the highly regarded Company Directors Course. His leadership in corporate governance education
further reinforces his suitability for this role.
Dr Schaper’s expertise in regulatory frameworks and financial products will significantly enhance
the company’s strategy development, M&A activities, and corporate governance, ensuring the
company is well positioned for continued growth and expansion.
Dr Schaper’s extensive board and governance experience spans across a wide range of sectors,
including startups, government bodies, and not-for-profit organisations (NFPs). He is currently
the Chair of Energy Consumers Australia, the Chair of the Energy & Water Ombudsman of
Western Australia.
4.3 Independence
Dr Schaper has no interests, position or relationship that might influence, or reasonably be
perceived to influence, in a material respect his capacity to bring an independent judgement to
bear on issues before the Board and to act in the best interest of the Company as a whole rather
than in the interests of an individual security holder or other party.
If elected the Board does not consider Dr Schaper will be an independent Director.
4.4 Other material information
The Company conducts appropriate checks on the background and experience of candidates
before their appointment to the Board. The Company undertook such checks prior to the
appointment of Dr Schaper.
Dr Schaper has confirmed that he considers he will have sufficient time to fulfil his responsibilities
as a non-executive director of the Company and does not consider that any other commitment
7
will interfere with his availability to perform his duties as a non-executive director of the
Company.
4.5 Board recommendation
The Board has reviewed Dr Schaper’s performance since his appointment to the Board and
considers that their skills and experience will continue to enhance the Board’s ability to perform
its role. Accordingly, the Board supports the election of Dr Schaper and recommends that
Shareholders vote in favour of Resolution 3.
5. RESOLUTION 4 – APPROVAL OF 7.1A MANDATE
5.1 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.
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
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
8
(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).
(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 5.3(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
10th October 2025.
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 $0.023 $0.035
issued –
(Variable A in Listing Rule
10% voting 50% decrease Issue Price 50% increase
7.1A.2)
dilution
Funds Raised
Current 439,576,589 43,957,659 $505,513 $1,011,026 $1,516,539
50%
659,364,884 65,936,488 $758,270 $1,516,539 $2,274,809
increase
100%
879,153,178 87,915,318 $1,011,026 $2,022,052 $3,033,078
increase
9
*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.
2. The issue price set out above is the closing market price of the Shares on the ASX on 10 October
2025 (being $0.023).
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;
10
(v) prevailing market conditions; and
(vi) advice from corporate, financial and broking advisers (if applicable).
(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 25 November 2024 (Previous
Approval).
During the 12 month period preceding the date of the Meeting, being on and from 21
November 2024, 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.
6. RESOLUTION 5 – APPROVAL TO ISSUE SECURITIES UNDER A PERFORMANCE RIGHTS AND
OPTIONS PLAN
6.1 General
Resolution 5 seeks Shareholder approval for the purposes of Listing Rule 7.2 (Exception 13(b)) for
the issue of a maximum of 21,978,829 securities under the employee incentive scheme titled
“Performance Rights and Options Plan”.
The objective of the Plan is to attract, motivate and retain key employees and the Company
considers that the adoption of the Plan and the future issue of Performance Rights or Options
under the Plan will provide selected employees with the opportunity to participate in the future
growth of the Company.
As summarised in Section 5.1 above, 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.
Listing Rule 7.2 (Exception 13(b)) provides that Listing Rule 7.1 does not apply to an issue of
securities under an employee incentive scheme if, within three years before the date of issue of
the securities, the holders of the entity’s ordinary securities have approved the issue of equity
securities under the scheme as exception to Listing Rule 7.1.
Exception 13(b) is only available if and to the extent that the number of equity securities issued
under the scheme does not exceed the maximum number set out in the entity’s notice of meeting
dispatched to shareholders in respect of the meeting at which shareholder approval was obtained
pursuant to Listing Rule 7.2 (Exception 13(b). Exception 13(b) also ceases to be available if there
is a material change to the terms of the scheme from those set out in the notice of meeting.
6.2 Technical information required by Listing Rule 14.1A
If Resolution is passed, the Company will be able to issue Performance Rights and Options under
the Plan to eligible participants over a period of 3 years. The issue of any Performance Rights or
Options to eligible participants under the Plan (up to the maximum a maximum of 21,978,829
Performance Rights and Options) will be excluded from the calculation of the number of equity
securities that the Company can issue without Shareholder approval under Listing Rule 7.1.
11
For the avoidance of doubt, the Company must seek Shareholder approval under Listing Rule
10.14 in respect of any future issues of Performance Rights or Options under the Plan to a related
party or a person whose relationship with the company or the related party is, in ASX’s opinion,
such that approval should be obtained.
If Resolution 5 is not passed, the Company will be able to proceed with the issue of Performance
Rights and Options under the Plan to eligible participants, but any issues of Performance Rights
or Options will reduce, to that extent, the Company’s capacity to issue equity securities without
Shareholder approval under Listing Rule 7.1 for the 12 month period following the issue of the
Performance Rights or Options.
6.3 Technical information required by Listing Rule 7.2 (Exception 13)
Pursuant to and in accordance with Listing Rule 7.2 (Exception 13), the following information is
provided in relation to Resolution 5:
(a) a summary of the key terms and conditions of the Plan is set out in Schedule 1;
(b) the Company has issued 11,000,000 Performance Rights and nil Options under the Plan
since the Plan was last approved by Shareholders on 18 November 2022; and
(c) the maximum number of securities proposed to be issued under the Plan, following
Shareholder approval, is 21,978,829 securities. It is not envisaged that the maximum
number of Securities for which approval is sought will be issued immediately. The
Company may also seek Shareholder approval under Listing Rule 10.14 in respect of any
future issues of Securities under the Plan to a related party or a person whose
relationship with the Company or the related party is, in ASX’s opinion, such that
approval should be obtained.
6.4 Voting exclusion statement
A voting exclusion statement applies to this Resolution.
6.5 Voting prohibition statement
A voting prohibition statement applies to this Resolution.
7. RESOLUTION 6 – RENEWAL OF PROPOTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION
7.1 General
A proportional takeover bid is a takeover bid where the offer made to each shareholder is only
for a proportion of that shareholder’s shares.
Pursuant to section 648G of the Corporations Act, an entity may include a provision in its
constitution whereby a proportional takeover bid for shares may only proceed after the bid has
been approved by a meeting of shareholders held in accordance with the terms set out in the
Corporations Act.
In accordance with section 648G(1) of the Corporations Act, such clause will cease to apply at the
end of three years from the incorporation of the Company, insertion of the clause or renewal of
the clause (as appropriate) unless otherwise specified. When this clause ceases to apply, the
constitution will be modified by omitting the clause.
A company may renew its proportional takeover approval provisions in the same manner in which
a company can modify its constitution (i.e., by special resolution of shareholders).
12
As at the date of the Meeting, the proportional takeover provisions contained in clause 37 of the
Constitution are no longer operative as it has been more than three years since they were last
approved by Shareholders (the Company’s constitution (including the proportional takeover
provisions set out in clause 37) was adopted on 18 November 2022).
This Resolution is a special resolution which will enable the Company to modify its Constitution
by re-inserting proportional takeover provisions into the Constitution in the form of clause 37.
The new clause 37 is in the same form as the existing clause 37 (as set out in Annexure A of this
Notice).
The Company is permitted to seek further Shareholder approval to renew this clause for further
periods of up to three years on each occasion.
A copy of the Constitution is available for download from the Company’s ASX announcements
platform.
7.2 Technical information required by section 648G(5) of the Corporations Act
Overview A proportional takeover bid is a takeover bid where the offer made to
each shareholder is only for a proportion of that shareholder’s shares.
Pursuant to section 648G of the Corporations Act, the Company has
included in the Proposed Constitution a provision whereby a
proportional takeover bid for Shares may only proceed after the bid
has been approved by a meeting of Shareholders held in accordance
with the terms set out in the Corporations Act.
This clause of the Proposed Constitution will cease to have effect on
the third anniversary of the date of the adoption of last renewal of the
clause.
Effect of proposed Where offers have been made under a proportional off-market bid in
proportional respect of a class of securities in a company, the registration of a
takeover provisions transfer giving effect to a contract resulting from the acceptance of an
offer made under such a proportional off-market bid is prohibited
unless and until a Resolution to approve the proportional off-market
bid is passed.
Reasons for A proportional takeover bid may result in control of the Company
proportional changing without Shareholders having the opportunity to dispose of
takeover provisions all their Shares. By making a partial bid, a bidder can obtain practical
control of the Company by acquiring less than a majority interest.
Shareholders are exposed to the risk of being left as a minority in the
Company and the risk of the bidder being able to acquire control of
the Company without payment of an adequate control premium.
These amended provisions allow Shareholders to decide whether a
proportional takeover bid is acceptable in principle, and assist in
ensuring that any partial bid is appropriately priced.
Knowledge of any As at the date of this Notice, no Director is aware of any proposal by
acquisition any person to acquire, or to increase the extent of, a substantial
proposals interest in the Company.
Potential The Directors consider that the proportional takeover provisions have
advantages and no potential advantages or disadvantages for them and that they
disadvantages of remain free to make a recommendation on whether an offer under a
proportional proportional takeover bid should be accepted.
takeover provisions
The potential advantages of the proportional takeover provisions for
Shareholders include:
13
(a) the right to decide by majority vote whether an offer under
a proportional takeover bid should proceed;
(b) assisting in preventing Shareholders from being locked in as
a minority;
(c) increasing the bargaining power of Shareholders which may
assist in ensuring that any proportional takeover bid is
adequately priced; and
(d) each individual Shareholder may better assess the likely
outcome of the proportional takeover bid by knowing the
view of the majority of Shareholders which may assist in
deciding whether to accept or reject an offer under the
takeover bid.
The potential disadvantages of the proportional takeover provisions
for Shareholders include:
(a) proportional takeover bids may be discouraged;
(b) lost opportunity to sell a portion of their Shares at a
premium; and
(c) the likelihood of a proportional takeover bid succeeding may
be reduced.
Recommendation of The Directors do not believe the potential disadvantages outweigh the
the Board potential advantages of adopting the proportional takeover provisions
and as a result consider that the proportional takeover provision in the
Proposed Constitution is in the interest of Shareholders and
unanimously recommend that Shareholders vote in favour of this
Resolution.
14
GLOSSARY
$ means Australian dollars.
7.1A Mandate has the meaning given in Section 5.1.
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.
15
Notice means this notice of meeting including the Explanatory Statement and the Proxy Form.
Option means an option to acquire a Share.
Participant means an Eligible Participant who has been granted an Option or Performance Right under the
Plan.
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 2025.
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.
16
SCHEDULE 1 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS AND OPTION PLAN
A summary of the material terms of the Company’s Performance Rights and Options Plan (Plan) is set out
below.
Eligible Participant Eligible Participant means a person that is a ‘primary participant’ (as that term
is defined in Division 1A of Part 7.12 of the Corporations Act) in relation to the
Company or an Associated Body Corporate (as defined in the Corporations Act)
and has been determined by the Board to be eligible to participate in the Plan
from time to time.
Purpose The purpose of the Plan is to:
assist in the reward, retention and motivation of Eligible Participants;
link the reward of Eligible Participants to Shareholder value creation;
and
align the interests of Eligible Participants with shareholders of the
Group (being the Company and each of its Associated Bodies
Corporate), by providing an opportunity to Eligible Participants to
receive an equity interest in the Company in the form of securities.
Plan administration The Plan will be administered by the Board. The Board may exercise any power
or discretion conferred on it by the Plan rules in its sole and absolute discretion
(except to the extent that it prevents the Participant relying on the deferred tax
concessions under Subdivision 83A-C of the Income Tax Assessment Act
1997 (Cth)). The Board may delegate its powers and discretion.
Eligibility, invitation The Board may from time to time determine that an Eligible Participant may
and application participate in the Plan and make an invitation to that Eligible Participant to apply
for any (or any combination of) Options and Performance Rights provided under
the Plan on such terms and conditions as the Board decides.
On receipt of an invitation, an Eligible Participant may apply for the securities
the subject of the invitation by sending a completed application form to the
Company. The Board may accept an application from an Eligible Participant in
whole or in part.
If an Eligible Participant is permitted in the invitation, the Eligible Participant
may, by notice in writing to the Board, nominate a party in whose favour the
Eligible Participant wishes to renounce the invitation.
Grant of securities The Company will, to the extent that it has accepted a duly completed
application, grant the Participant the relevant number and type of securities,
subject to the terms and conditions set out in the invitation, the Plan rules and
any ancillary documentation required.
Rights attaching to Prior to an Option or Performance Right being exercised, the holder:
securities
(a) does not have any interest (legal, equitable or otherwise) in any Share
the subject of the convertible security other than as expressly set out
in the Plan;
(b) is not entitled to receive notice of, vote at or attend a meeting of the
shareholders of the Company;
(c) is not entitled to receive any dividends declared by the Company; and
(d) is not entitled to participate in any new issue of Shares (see Adjustment
of convertible securities section below).
17
Vesting of convertible Any vesting conditions applicable to the Options or Performance Rights will be
securities described in the invitation. If all the vesting conditions are satisfied and/or
otherwise waived by the Board, a vesting notice will be sent to the Participant
by the Company informing them that the relevant securities have vested. Unless
and until the vesting notice is issued by the Company, the securities will not be
considered to have vested. For the avoidance of doubt, if the vesting conditions
relevant to an Option or Performance Right are not satisfied and/or otherwise
waived by the Board, that security will lapse.
Exercise of convertible To exercise a security, the Participant must deliver a signed notice of exercise
securities and cashless and, subject to a cashless exercise (see next paragraph below), pay the exercise
exercise price (if any) to or as directed by the Company, at any time following vesting of
the Option or Performance Right (if subject to vesting conditions) and prior to
the expiry date as set out in the invitation or vesting notice.
An invitation to apply for Options may specify that at the time of exercise of the
Options, the Participant may elect not to be required to provide payment of the
exercise price for the number of Options specified in a notice of exercise, but
that on exercise of those Options the Company will transfer or issue to the
Participant that number of Shares equal in value to the positive difference
between the Market Value of the Shares at the time of exercise and the exercise
price that would otherwise be payable to exercise those Options.
Market Value means, at any given date, the volume weighted average price per
Share traded on the ASX over the 5 trading days immediately preceding that
given date, unless otherwise specified in an invitation.
An Option or a Performance Right may not be exercised unless and until that
security has vested in accordance with the Plan rules, or such earlier date as set
out in the Plan rules.
Timing of issue of As soon as practicable after the valid exercise of an Option or a Performance
Shares and quotation Right by a Participant, the Company will issue or cause to be transferred to that
of Shares on exercise Participant the number of Shares to which the Participant is entitled under the
Plan rules and issue a substitute certificate for any remaining unexercised
securities held by that Participant.
Restrictions on dealing A holder may not sell, assign, transfer, grant a security interest over or
with securities otherwise deal with an Option or a Performance Right that has been granted to
them unless otherwise determined by the Board. A holder must not enter into
any arrangement for the purpose of hedging their economic exposure to an
Option or a Performance Right that has been granted to them.
However, in Special Circumstances as defined under the Plan (including in the
case of death or total or permanent disability of the Participant) a Participant
may deal with convertible securities granted to them under the Plan with the
consent of the Board.
Listing of convertible An Option or a Performance Right granted under the Plan will not be quoted on
securities the ASX or any other recognised exchange. The Board reserves the right in its
absolute discretion to apply for quotation of an Option granted under the Plan
on the ASX or any other recognised exchange.
Forfeiture of Options and Performance Rights will be forfeited in the following
convertible securities circumstances:
(a) where a Participant who holds Options or Performance Rights ceases
to be an Eligible Participant (e.g. is no longer employed or their office
or engagement is discontinued with the Group), all unvested
convertible securities will automatically be forfeited by the Participant;
18
(b) where a Participant acts fraudulently or dishonestly, negligently, in
contravention of any Group policy or wilfully breaches their duties to
the Group;
(c) where there is a failure to satisfy the vesting conditions in accordance
with the Plan;
(d) on the date the Participant becomes insolvent; or
(e) on the expiry date of the Options or Performance Rights.
Change of control If a change of control event occurs, or the Board determines that such an event
is likely to occur, the Board may in its discretion determine the manner in which
any or all of the holder’s Options or Performance Rights will be dealt with,
including, without limitation, in a manner that allows the holder to participate
in and/or benefit from any transaction arising from or in connection with the
change of control event.
Adjustment of If there is a reorganisation of the issued share capital of the Company (including
convertible securities any subdivision, consolidation, reduction, return or cancellation of such issued
capital of the Company), the rights of each Participant holding Options or
Performance Rights will be changed to the extent necessary to comply with the
Listing Rules applicable to a reorganisation of capital at the time of the
reorganisation.
If Shares are issued by the Company by way of bonus issue (other than an issue
in lieu of dividends or by way of dividend reinvestment), the holder of Options
or Performance Rights is entitled, upon exercise of those securities, to receive
an issue of as many additional Shares as would have been issued to the holder
if the holder held Shares equal in number to the Shares in respect of which the
Options or Performance Rights are exercised.
Unless otherwise determined by the Board, a holder of Options or Performance
Rights does not have the right to participate in a pro rata issue of Shares made
by the Company or sell renounceable rights.
Rights attaching to All Shares issued or transferred under the Plan or issued or transferred to a
Shares Participant upon the valid exercise of an Option or a Performance Right, will
rank equally in all respects with the Shares of the same class for the time being
on issue except for any rights attaching to the Shares by reference to a record
date prior to the date of the allotment or transfer of the Shares. A Participant
will be entitled to any dividends declared and distributed by the Company on
the Shares issued upon exercise of an Option or a Performance Right and may
participate in any dividend reinvestment plan operated by the Company in
respect of Shares. A Participant may exercise any voting rights attaching to
Shares issued under the Plan.
Disposal restrictions on If the invitation provides that any Shares issued upon the valid exercise of an
Shares Option or a Performance Right are subject to any restrictions as to the disposal
or other dealing by a Participant for a period, the Board may implement any
procedure it deems appropriate to ensure the compliance by the Participant
with this restriction.
For so long as a Share is subject to any disposal restrictions under the Plan, the
Participant will not:
(a) transfer, encumber or otherwise dispose of, or have a security interest
granted over that Share; or
(b) take any action or permit another person to take any action to remove
or circumvent the disposal restrictions without the express written
consent of the Company.
19
General Restrictions on If the Company is required but is unable to give ASX a notice that complies with
Transfer of Shares section 708A(5)(e) of the Corporations Act, Shares issued on exercise of an
Option or a Performance Right may not be traded until 12 months after their
issue unless the Company, at its sole discretion, elects to issue a prospectus
pursuant to section 708A(11) of the Act.
Restrictions are imposed by applicable law on dealing in Shares by persons who
possess material information likely to affect the value of the Shares and which
is not generally available. These laws may restrict the acquisition or disposal of
Shares by you during the time the holder has such information.
Any Shares issued to a holder upon exercise of an Option or a Performance Right
shall be subject to the terms of the Company’s Securities Trading Policy.
Buy-Back Subject to applicable law, the Company may at any time buy-back Options or
Performance Rights and Shares issued upon exercise of Options or Performance
Rights in accordance with the terms of the Plan.
Employee Share Trust The Board may in its sole and absolute discretion use an employee share trust
or other mechanism for the purposes of holding securities for holders under the
Plan and delivering Shares on behalf of holders upon exercise of Options or
Performance Rights.
Maximum number of The Company will not make an invitation under the Plan which involves
securities monetary consideration if the number of Shares that may be issued, or acquired
upon exercise of Options or Performance Rights offered under an invitation,
when aggregated with the number of Shares issued or that may be issued as a
result of all invitations under the Plan during the 3 year period ending on the
day of the invitation, will exceed 5% of the total number of issued Shares at the
date of the invitation (unless the Constitution specifies a different percentage
and subject to any limits approved by Shareholders under Listing Rule 7.2
Exception 13(b) refer to Resolution 5 and Section 6).
Amendment of Plan Subject to the following paragraph, the Board may at any time amend any
provisions of the Plan rules, including (without limitation) the terms and
conditions upon which any securities have been granted under the Plan and
determine that any amendments to the Plan rules be given retrospective effect,
immediate effect or future effect.
No amendment to any provision of the Plan rules may be made if the
amendment materially reduces the rights of any Participant as they existed
before the date of the amendment, other than an amendment introduced
primarily for the purpose of complying with legislation or to correct manifest
error or mistake, amongst other things, or is agreed to in writing by all
Participants.
Plan duration The Plan continues in operation until the Board decides to end it. The Board
may from time to time suspend the operation of the Plan for a fixed period or
indefinitely and may end any suspension. If the Plan is terminated or suspended
for any reason, that termination or suspension must not prejudice the accrued
rights of the Participants.
If a Participant and the Company (acting by the Board) agree in writing that some
or all of the securities granted to that Participant are to be cancelled on a
specified date or on the occurrence of a particular event, then those securities
may be cancelled in the manner agreed between the Company and the
Participant.
Income Tax The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Act
Assessment Act 1997 (Cth) applies (subject to the conditions in that Act) except to the extent an
invitation provides otherwise.
20
ANNEXURE A
37. PARTIAL TAKEOVER PLEBISCITES
37.1 Resolution to Approve Proportional Off-Market Bid
Where offers have been made under a proportional off-market bid in respect of a class
of securities of the Company (“bid class securities”), the registration of a transfer giving
effect to a contract resulting from the acceptance of an offer made under the
proportional off-market bid is prohibited unless and until a resolution (in this clause 37
referred to as a “prescribed resolution”) to approve the proportional off-market bid is
passed in accordance with the provisions of this Constitution.
A person (other than the bidder or a person associated with the bidder) who, as at the
end of the day on which the first offer under the proportional off-market bid was made,
held bid class securities is entitled to vote on a prescribed resolution and, for the
purposes of so voting, is entitled to one vote for each of the bid class securities.
A prescribed resolution is to be voted on at a meeting, convened and conducted by the
Company, of the persons entitled to vote on the prescribed resolution.
A prescribed resolution that has been voted on is to taken to have been passed if the
proportion that the number of votes in favour of the prescribed resolution bears to the
total number of votes on the prescribed resolution is greater than one half, and
otherwise is taken to have been rejected.
37.2 Meetings
The provisions of this Constitution that apply in relation to a general meeting of the
Company apply, with modifications as the circumstances require, in relation to a
meeting that is convened pursuant to this clause 37.2 as if the last mentioned meeting
was a general meeting of the Company.
Where takeover offers have been made under a proportional off-market bid, the
Directors are to ensure that a prescribed resolution to approve the proportional off-
market bid is voted on in accordance with this clause 37 before the 14th day before the
last day of the bid period for the proportional off-market bid (the “resolution
deadline”).
37.3 Notice of Prescribed Resolution
Where a prescribed resolution to approve a proportional off-market bid is voted on in accordance
with this clause 37 before the resolution deadline, the Company is, on or before the resolution
deadline:
to give the bidder; and
if the Company is listed – each relevant financial market (as defined in the Corporations
Act) in relation to the Company;
a notice in writing stating that a prescribed resolution to approve the proportional off-market bid
has been voted on and that the prescribed resolution has been passed, or has been rejected, as
the case requires.
37.4 Takeover Resolution Deemed Passed
Where, at the end of the day before the resolution deadline, no prescribed resolution to approve
the proportional off-market bid has been voted on in accordance with this clause 37, a resolution
21
to approve the proportional off-market bid is to be, for the purposes of this clause 37, deemed
to have been passed in accordance with this clause 37.
37.5 Takeover Resolution Rejected
Where a prescribed resolution to approve a proportional off-market bid under which offers have
been made is voted on in accordance with this clause 37 before the resolution deadline, and is
rejected, then:
despite section 652A of the Corporations Act:
(i) all offers under the proportional off-market bid that have not been accepted
as at the end of the resolution deadline; and
(ii) all offers under the proportional off-market bid that have been accepted and
from whose acceptance binding contracts have not resulted as at the end of
the resolution deadline,
are deemed to be withdrawn at the end of the resolution deadline;
as soon as practicable after the resolution deadline, the bidder must return to each
person who has accepted any of the offers referred to in clause 37.5(a)(ii) any
documents that were sent by the person to the bidder with the acceptance of the offer;
the bidder:
(i) is entitled to rescind; and
(ii) must rescind as soon as practicable after the resolution deadline,
each binding takeover contract resulting from the acceptance of an offer made under
the proportional off-market bid; and
a person who has accepted an offer made under the proportional off-market bid is
entitled to rescind the takeover contract (if any) resulting from the acceptance.
37.2 Renewal
This clause 37 ceases to have effect on the third anniversary of the date of the adoption of the
last renewal of this clause 37.
22
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 2:00pm (AWST) on Wednesday, 19 November 2025, 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 2:00pm
(AWST) on Friday, 21 November 2025 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 Resolutions 1 and 5 (except where I/we have indicated a different voting intention below) even though Resolutions 1 and 5
are 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 – ADAM DAVEY
3 ELECTION OF DIRECTOR – DR MICHAEL SCHAPER
AU1
4 APPROVAL OF 7.1A MANDATE
5 APPROVAL TO ISSUE SECURITIES UNDER A PERFORMANCE RIGHTS AND OPTIONS PLAN
6 INSERTION OF PROPORTIONAL TAKEOVER PROVISIONS IN THE CONSTITUTION
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).