ASX:AU1 · 29 December 2021

Proposed issue of securities – AU1

Proposed issue of securities

Announcement Summary

Entity name THE AGENCY GROUP AUSTRALIA LTD

Announcement Type New announcement

Date of this announcement 29/12/2021

The Proposed issue is: A placement or other type of issue

Total number of +securities proposed to be issued for a placement or other type of issue

Maximum Number of ASX +security code +Security description +securities to be issued

New class-code to be Performance Rights 8,000,000 confirmed

New class-code to be Performance Rights 3,000,000 confirmed

Proposed +issue date 28/1/2022

Refer to next page for full details of the announcement

Proposed issue of securities 1/7

Proposed issue of securities

Part 1 – Entity and announcement details

1.1 Name of +Entity THE AGENCY GROUP AUSTRALIA LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type Registration Number ABN 52118913232

1.3 ASX issuer code AU1

1.4 The announcement is New announcement

1.5 Date of this announcement 29/12/2021

1.6 The Proposed issue is: A placement or other type of issue

Proposed issue of securities 2/7

Proposed issue of securities

Part 7 – Details of proposed placement or other issue

Part 7A – Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 28/1/2022 Actual No

Comments

Part 7B – Issue details

Is the proposed security a ‘New Will the proposed issue of this class’ (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an ‘Existing class’ (additional No securities in a class that is already quoted or recorded by ASX)? New class

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

Have you received confirmation from Will the entity be seeking quotation ASX that the terms of the proposed of the ‘new’ class of +securities on +securities are appropriate and ASX? equitable under listing rule 6.1? No Yes

ASX +security code +Security description New class-code to be confirmed Performance Rights

+Security type Performance options/rights

Proposed issue of securities 3/7

Proposed issue of securities

Number of +securities proposed to be issued 8,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities Class A Issued under the Company’s performance Rights and Options Plan in accordance with performance milestones being achieved by Paul Niardone

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Performance options/rights details

+Security currency Exercise price Expiry date AUD – Australian Dollar AUD 28/1/2024

Details of the type of +security that will be issued if the option is exercised AU1 : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised 8000000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. https://www2.asx.com.au/markets/trade-our-cash-market/announcements.au1

Proposed issue of securities 4/7

Proposed issue of securities

Details of +securities proposed to be issued

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ASX +security code +Security description New class-code to be confirmed Performance Rights

+Security type Performance options/rights

Number of +securities proposed to be issued 3,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities Class B Issued under the Company’s performance Rights and Options Plan in accordance with performance milestones being achieved by Paul Niardone

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Performance options/rights details

+Security currency Exercise price Expiry date AUD – Australian Dollar AUD 30/6/2024

Details of the type of +security that will be issued if the option is exercised AU1 : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised 3000000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities Proposed issue of securities 5/7

Proposed issue of securities

Part 7C – Timetable

7C.1 Proposed +issue date 28/1/2022

Part 7D – Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 28/1/2022

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? Yes

7D.4a Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow The Shares issued upon conversion of the Class A Performance Rights and Class B Performance Rights will be voluntarily escrowed for one year from the date of issue of the Shares

Part 7E – Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

Proposed issue of securities 6/7

Proposed issue of securities

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Part 7F – Further Information

7F.01 The purpose(s) for which the entity is issuing the securities Issued to Mr Niardone to ensure the Company retains him and his significant services and to retain the Company¿s cash reserves by not being required to make any cash pay-out in relation to his current executive services agreement

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue Full details included in the ASX Announcement titled ‘Experienced industry executive Geoff Lucas appointed MD and CEO’, dated 29 Dec 2021

Proposed issue of securities 7/7