ASX:AU1 · 1 November 2019

Capital Structure Update and Appendix 3B

31 October 2019

CAPITAL STRUCTURE UPDATE The Agency Group Australia (ASX:AU1) (“The Agency” or “The Company”) wishes to reconfirm its capital structure, in light of the Shareholder meeting held on 23 September and a non-renounceable entitlements issue 1 . An Appendix 3B is attached for ASX reconciliation purposes.

Quoted Un-Quoted TOTAL Ordinary Shares 296,732,180 – 296,732,180 (AU1) Options ($0.065, expiry 31 Dec 2020) 101,515,093 – 101,515,093 (AU1OA) Options ($1.20, expiry 19 Dec 2019) – 1,722,222 1,722,222

Options ($0.60, expiry 28 Dec 2019) – 3,200,023 3,200,023

Options ($1.20, expiry 20 Dec 2020) – 66,667 66,667

Options ($0.75, expiry 20 Dec 2020) – 266,667 266,667

Options ($0.30, expiry 11 Jan 2022) – 333,333 333,333

Vendor Performance Shares – 2,222,251 2,222,251

Incentive Performance – 1,555,558 1,555,558 Shares TOTALS 398,247,273 9,366,721 407,613,994

1 Refer ASX announcement dated 1 October 2019

If you require further information, please contact:

Investors Media The Agency Australia Ltd Chapter One Advisors Paul Niardone David Tasker / Colin Jacoby T: +61 08 9204 7955 T: +61 433 112 936 / +61 439 980 359 E: dtasker@chapteroneadvisors.com.au

About The Agency Group

The Agency Group Australia Ltd (AU1:ASX) (“The Agency Group”) is one of Australia’s fastest growing real estate agencies with the aim to disrupt the Australian real estate brokerage market, delivering high growth and generating value for customers.

The Agency Group currently has 272 agents operating across offices in Perth, Sydney, Melbourne, Gold Coast, Newcastle (NSW), Illawarra (NSW), Southern Highlands region (NSW) and Mandurah (WA). The Company specialises in property sales and property management with additional revenue generated from ancillary businesses.

As a B 2 B offering, The Agency Group provides agents with an enhanced fee offering to traditional franchise operations minus the administrative burden of a standalone operation. ● Agents are provided the option of premium, full-service support or greater independency with value services.
The business has been built for scale with ability to materially grow to its number of agents and properties under management with limited capital expenditure or increase in corporate overheads.
The Agency Group’s broad product suite offers cross sell opportunities of complementary services.

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 Fully Paid Shares – Quoted Options – Quoted

2 Number of +securities issued or to be issued 1.) 64,937,712 Ordinary Fully Paid Shares (if known) or maximum number which may issued as ‘Shortfall Shares’ in accordance be issued with the entitlement issue 2.) 4,053,028 Ordinary Fully Paid Shares issued as ‘Subscribed Shares’ in accordance with the entitlement issue 3.) 101,028,111 Ordinary Fully Paid Shares issued on approval of shareholders at a General Meeting held on 23 Sep 2019. 4.) 32,468,864 Options issued as ‘Shortfall Options’ in accordance with the entitlement Issue 5.) 2,026,506 Options issued as ‘Subscribed Options’ in accordance with the entitlement Issue 6.) 58,558,184 Options issued on approval of shareholders at a General Meeting held on 23 Sep 2019.

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

3 Principal terms of the +securities (e.g. if Shares – fully paid ordinary shares options, exercise price and expiry date; if Options – exercisable at $0.065 on or before 31 partly paid +securities, the amount December 2020 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 existing +class of Ordinary Fully Paid shares – yes quoted +securities? Options – no

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

5 Issue price or consideration Ordinary fully paid shares – $0.065 per share Options – Free attaching to shares offered under the non-renounceable rights entitlement issue offer and the shares issued in repayment of debt or services.

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6 Purpose of the issue (If issued as consideration for the acquisition 1.) Shortfall shares under the Non-renounceable of assets, clearly identify those assets) entitlements issue 2.) Subscribed shares under the Non-renounceable entitlements issue 3.) Issued after approval received from shareholders at a General Meeting held on 23 September 2019 a. 11,138,462 Shares issued to consultants (Resolutions 3 to 11); b. 82,197,341 Shares issued for debt to equity conversion (Resolutions 12 to 16); and c. 7,692,308 Shares issued in repayment of Kalonda Debt (Resolution 17). 4.) Shortfall options under the Non-renounceable entitlements issue 5.) Subscribed options under the Non- renounceable entitlements issue 6.) Issued after approval received from shareholders at a General Meeting held on 23 September 2019 a. 12,899,074 Options issued to the joint lead managers (Resolutions 1-2); b. 41,098,670 Options issued for debt to equity conversions (Resolutions 12 to 16); c. 3,846,154 Options issued in repayment of Kalonda debt (Resolution 17); and d. 714,286 Options issued to Kalonda (Resolution 18).

6a Is the entity an +eligible entity that has Yes obtained security holder approval under rule 7.1A? 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 under 28 November 2018 rule 7.1A was passed

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

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

6e Number of +securities issued with security 101,028,111 Ordinary Shares holder approval under rule 7.3, or another 58,558,184 Options specific security holder approval (specify date of meeting)

6f Number of +securities issued under an 68,990,739 Ordinary Shares exception in rule 7.2 34,495,370 Options

6g If +securities issued under rule 7.1A, was – 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 for N/A 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 44,509,827 capacity under rule 7.1 and rule 7.1A – 7.1A 29,673,218 complete Annexure 1 and release to ASX Market Announcements 7

7 +Issue dates 1. between 26-Sep to 2-Oct 2019 Note: The issue date may be prescribed by ASX (refer to the 2. 27-Sep 2019 definition of issue date in rule 19.12). For example, the issue date 3. 30-Sep and 2-Oct; for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. 4. between 26-Sep to 2-Oct 2019 Cross reference: item 33 of Appendix 3B. 5. 27-Sep 2019 6. 30-Sep and 2-Oct 2019

Number +Class

8 Number and +class of all +securities quoted 296,732,180 Ordinary Shares on ASX (including the +securities in section 2 if applicable) 101,515,093 Options @ $0.065 expiring 31 Dec 2020

Number +Class

9 10

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Number and +class of all +securities not 1,722,222 Options @ $1.20 quoted on ASX (including the securities in expiring 19-Dec 2019 section 2 if applicable) 3,200,023 Options @ $0.60 Number and +class of all +securities not expiring 28 Dec 2019 quoted on ASX (including the securities in 66,667 Options @ $1.20 section 2 if applicable) expiring 20-Dec 2020 Dividend policy (in the case of a trust, 266,667 Options @ $0.75 distribution policy) on the increased capital expiring 20-Dec 2020 (interests) 333,333 Options @ $0.30 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?

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 – renunciations

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 –

23 Fee or commission payable to the broker to – 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 – offer documents will be sent to persons entitled

27 If the entity has issued options, and the – 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)?

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) (a) ☒ +Securities described in Part 1

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

(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 – is sought

39 +Class of +securities for which quotation is – sought

40 Do the +securities rank equally in all – respects from the +issue date with an existing +class of quoted +securities?

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction – period (if issued upon conversion of another +security, clearly identify that other +security)

Number +Class

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

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 31 October 2019

Print name: STUART USHER Company Secretary

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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 82,668,353 period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month 191,270,726 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” 296,732,180 STEP 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “ A ” b y 0 . 1 5 44,509,827 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” –

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

“A” x 0.15 44,509,827 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 ” 44,509,827 [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” 296,732,180 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 29,673,218

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” –

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 29,673,218 Note: number must be same as shown in Step 2 Subtract “E” – Note: number must be same as shown in Step 3 Total [ “ A ” x 0 . 1 0 ] – “ E ” 29,673,218 [Note: this is the remaining placement capacity under rule 7.1A]

+ See chapter 19 for defined terms.

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