ASX:AU1 · 17 January 2019

Appendix 3B

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B New issue announcement, application for quotation of additional securities and agreement Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

THE AGENCY GROUP AUSTRALIA LIMITED

ABN

52 118 913 232

We (the entity) give ASX the following information.

Part 1 – All issues You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued Ordinary Shares Options

2 Number of +securities issued or to be 67,341,085 Ordinary Shares issued (if known) or maximum number 333,333 Options which may be issued

3 Principal terms of the +securities (e.g. if Options – Exercisable at 30 cents options, exercise price and expiry date; if expiring 11-Jan-2022 partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the +securities rank equally in all respects from the +issue date with an Fully Paid Ordinary shares – yes existing +class of quoted +securities? Options- Only on conversion to Fully Paid Ordinary Shares If the additional +securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

+ See chapter 19 for defined terms.

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5 Issue price or consideration In accordance with the details disclosed under item 6. 1. Consideration Shares $0.30 2. Repayment of Top Level Loans $0.30 3. Capital Raise $0.30 4. Lead Manager $0.30 5. Paul Niardone Nil 6. Vicus Residential $0.30 7. Adam Davey Options Nil 8. Bonus Share issue adjustment Nil

6 Purpose of the issue 1. 18,333,333 Ordinary Shares issued as (If issued as consideration for the consideration Shares to majority and minority acquisition of assets, clearly identify those shareholders of Top Level Real Estate Pty Ltd (In assets) accordance with Shareholder approval at a General Meeting of Shareholders held on 28-Nov 2018 Resolution 3 and 4) 2. 16,666,667 Ordinary Shares issued upon repayment of Top Level Loans to unrelated and related parties (In accordance with Shareholder approval at a General Meeting of Shareholders held on 28-Nov 2018 Resolution 5 and 6) 3. 28,000,000 Ordinary Shares issued on capital raise completion (In accordance with Shareholder approval at a General Meeting of Shareholders held on 28-Nov 2018 Resolution 7 and 8) 4. 840,000 Ordinary Shares issued to Lead Manager (In accordance with Shareholder approval at a General Meeting of Shareholders held on 28-Nov 2018 Resolution 9) 5. 833,333 Ordinary Shares issued to Paul Niardone As part of remuneration (In accordance with Shareholder approval at a General Meeting of Shareholders held on 28-Nov 2018 Resolution 11) 6. 2,666,667 Ordinary Shares issued for the acquisition of Vicus Residential Pty Ltd (In accordance with Shareholder approval at a General Meeting of Shareholders held on 28-Nov 2018 Resolution 14) 7. 333,333 Options issued to Adam Davey as part of remuneration (In accordance with Shareholder approval at a General Meeting of Shareholders held on 28-Nov 2018 Resolution 12) 8. 1,085 Ordinary Shares issued as an adjustment due to rounding up in the Bonus Issue allotment completed

6a Is the entity an +eligible entity that has Yes obtained security holder approval under rule 7.1A?

+ See chapter 19 for defined terms.

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If Yes, complete sections 6b – 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

6b The date the security holder resolution 28 November 2018 under rule 7.1A was passed

6c Number of +securities issued without Nil security holder approval under rule 7.1

6d Number of +securities issued with security Nil holder approval under rule 7.1A

6e Number of +securities issued with security Nil holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

6f Number of +securities issued under an 13,676,946 Ordinary Shares exception in rule 7.2

6g If +securities issued under rule 7.1A, was N/A issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

6h If +securities were issued under rule 7.1A N/A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

6i Calculate the entity’s remaining issue 7.1 15,571,507 capacity under rule 7.1 and rule 7.1A – 7.1A 10,381,005 complete Annexure 1 and release to ASX Market Announcements 7

7 +Issue dates 11 January 2019 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Number +Class

8 Number and +class of all +securities quoted 103,810,047 Ordinary Shares on ASX (including the +securities in section Options –exercisable at 2 if applicable) 969,204 $4.50 expiring 30 April 2019

Number +Class

9 Number and +class of all +securities not 10 quoted on ASX (including the securities in section 2 if applicable) 1,722,222 Options @ $1.20 expiring 19- Number and +class of all +securities not Dec 2019 quoted on ASX (including the securities in 3,200,023 Options @ 60cents expiring section 2 if applicable) 2 years from date of issue Dividend policy (in the case of a trust, 66,667 Options @ $1.20 expiring 20- distribution policy) on the increased capital Dec 2020 (interests) 266,667 Options @ 75cents expiring 20-Dec 2020

333,333 Options @ 30cents expiring 11-Jan-2022

2,222,251 Vendor Performance Shares 1,555,558 Incentive Performance Shares

Part 2 – Pro rata issue 11 Is security holder approval required? –

12 Is the issue renounceable or – non-renounceable?

13 Ratio in which the +securities will be offered –

14 +Class of +securities to which the offer – relates

15 +Record date to determine entitlements –

16 Will holdings on different registers (or sub- – registers) be aggregated for calculating entitlements?

+ See chapter 19 for defined terms.

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17 Policy for deciding entitlements in relation – to fractions

18 Names of countries in which the entity has – security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.

19 Closing date for receipt of acceptances or N/A renunciations

20 Names of any underwriters N/A

21 Amount of any underwriting fee or N/A commission

22 Names of any brokers to the issue N/A

23 Fee or commission payable to the broker to N/A the issue

24 Amount of any handling fee payable to N/A brokers who lodge acceptances or renunciations on behalf of security holders

25 If the issue is contingent on security holders’ N/A approval, the date of the meeting

26 Date entitlement and acceptance form and N/A offer documents will be sent to persons entitled

27 If the entity has issued options, and the N/A terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28 Date rights trading will begin (if applicable) N/A

29 Date rights trading will end (if applicable) N/A

30 How do security holders sell their N/A entitlements in full through a broker?

31 How do security holders sell part of their N/A entitlements through a broker and accept for the balance?

32 How do security holders dispose of their N/A entitlements (except by sale through a broker)?

+ See chapter 19 for defined terms.

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33 +Issue date –

Part 3 – Quotation of securities You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one) +Securities described in Part 1 (a) ☒

(b) ☒ All other +securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a) Additional securities forming a new class of securities Tick to indicate you are providing the information or documents

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional ☐ +securities, and the number and percentage of additional +securities held by those holders

36 If the +securities are +equity securities, a distribution schedule of the additional +securities ☐ setting out the number of holders in the categories 1 – 1,000 1,001 – 5,000 5,001 – 10,000 10,001 – 100,000 100,001 and over

37 A copy of any trust deed for the additional +securities ☐

Entities that have ticked box 34(b) 38 Number of +securities for which +quotation 1,476,170 Ordinary Shares and 166,668 Options is sought

39 +Class of +securities for which quotation is Ordinary Shares and Options exercisable at $4.50 and sought expiring 30/4/2019

40 Do the +securities rank equally in all Ordinary Shares – yes, Options only on conversion to respects from the +issue date with an Ordinary Shares existing +class of quoted +securities?

If the additional +securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

+ See chapter 19 for defined terms.

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41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction End of ASX Escrow period (28-December 2018) period (if issued upon conversion of another +security, clearly identify that other +security)

Number +Class

42 Number and +class of all +securities quoted 103,810,047 Ordinary Shares on ASX (including the +securities in clause 38)

43 969,204 Options –exercisable at $4.50 expiring 30 April 2019

Quotation agreement + 1 Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

2 We warrant the following to ASX. • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose. • There is no reason why those +securities should not be granted +quotation. • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act. Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date 17 January 2019

Print name: STUART USHER Company Secretary

+ See chapter 19 for defined terms.

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Appendix 3B – Annexure 1 Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities Introduced 01/08/12 Amended 04/03/13

Part 1 Rule 7.1 – Issues exceeding 15% of capital STEP 1: Calculate “A”, the base figure from which the placement capacity is calculated Insert number of fully paid ordinary securities on issue 12 months 22,793,101 before date of issue or agreement to issue Add the following: • Number of fully paid ordinary securities issued in that 12 month 13,676,946 period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month 67,340,000 period with shareholder approval

Number of partly paid ordinary securities that became fully paid in that 12 month period Note:
Include only ordinary securities here – other classes of equity securities cannot be added
Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed
It may be useful to set out issues of securities on different dates as separate line items Subtract the number of fully paid ordinary securities cancelled during – that 12 month period “A” 103,810,047 STEP 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “ A ” b y 0 . 1 5 15,571,507 STEP 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued: –
Under an exception in rule 7.2
Under rule 7.1A
With security holder approval under rule 7.1 or rule 7.4 Note:
This applies to equity securities, unless specifically excluded – not just ordinary securities
Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed
It may be useful to set out issues of securities on different dates as separate line items

“C” –

+ See chapter 19 for defined terms.

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Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 15,571,507 Note: number must be same as shown in Step 2

Subtract “C” – Note: number must be same as shown in Step 3

Total [ “ A ” x 0 . 1 5 ] – “ C ” 15,571,507 [Note: this is the remaining placement capacity under rule 7.1]

Part 2 Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 103,810,047 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 [Note: this value cannot be changed]

Multiply “ A ” b y 0 . 1 0 10,381,005

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of equity securities issued or agreed to be issued in – that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items

“E” nil

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 10,381,005 Note: number must be same as shown in Step 2 Subtract “E” nil Note: number must be same as shown in Step 3 Total [ “ A ” x 0 . 1 0 ] – “ E ” 10,381,005 [Note: this is the remaining placement capacity under rule 7.1A]

+ See chapter 19 for defined terms.

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