theagency.com.auInvestor relations
ASX:AU1 · 20 November 2018

Appendix 3B

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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 Fully Paid Ordinary shares Options

2 Number of +securities issued or to be 550,000,000 Ordinary Shares (Pre-consolidation) issued (if known) or maximum number 10,000,000 Options (Pre-consolidation) which may be issued

3 Principal terms of the +securities (e.g. if Fully Paid Ordinary shares options, exercise price and expiry date; if Options exercisable at $0.01 per Option on partly paid +securities, the amount or before 3 years from date of issue 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 – no, 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 Ordinary Shares – Nil as consideration for the acquisition of the shareholders Top Level Real Estate Pty Ltd Shares. Options – Nil

6 Purpose of the issue In accordance with a Prospectus dated 20 November (If issued as consideration for the 2018 lodged with ASIC and ASX. acquisition of assets, clearly identify those Ordinary Shares to be issued as consideration to the assets) shareholders of Top Level Real Estate Pty Ltd, subject to shareholder approval at a general meeting to be held on 28 November 2018. Options to be issued to Director Adam Davey, subject to shareholder approval at a general meeting to be held on 28 November 2018.

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 28 November 2017 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 550,000,000 Fully Paid Ordinary Shares (Pre- holder approval under rule 7.3, or another consolidation) specific security holder approval (specify subject to shareholder approval at a general meeting to date of meeting) be held on 28 November 2018

6f Number of +securities issued under an 10,000,000 Options (Pre-consolidation), subject to exception in rule 7.2 shareholder approval at a general meeting to be held on 28 November 2018

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.

+ See chapter 19 for defined terms.

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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 7.1 246,610,330 capacity under rule 7.1 and rule 7.1A – 7.1A 164,406,886 complete Annexure 1 and release to ASX Market Announcements 7

7 +Issue dates To be issued at settlement of the acquisition of all of Note: The issue date may be prescribed by ASX (refer to the the shares of Top Level Real Estate Pty Ltd, subject to definition of issue date in rule 19.12). For example, the issue receiving shareholder approval at a meeting to be held date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. on 28 November 2018 and satisfaction of all Cross reference: item 33 of Appendix 3B. conditions precedent to the acquisition, currently scheduled for 17 December 2018.

Number +Class

8 Number and +class of all +securities quoted 1,599,783,764 Ordinary Shares on ASX (including the +securities in section Options – 15 cents expiring 2 if applicable) 24,076,072 30 April 2019

Number +Class

9 Number and +class of all +securities not 44,285,100 Ordinary Shares – escrowed 10 quoted on ASX (including the securities in section 2 if applicable) 5,000,000 Options @ 15cents expiring Number and +class of all +securities not 30 Apr 2019 quoted on ASX (including the securities in 51,666,667 Options @ 4cents expiring section 2 if applicable) 19-Dec 2019 Dividend policy (in the case of a trust, 96,000,000 Options @ 2cents expiring 2 distribution policy) on the increased capital years from date of issue (interests) 2,000,000 Options @ 4cents expiring 20-Dec 2020 8,000,000 Options @ 2.5cents expiring 20-Dec 2020 66,666,667 Vendor Performance Shares 46,666,667 Incentive Performance Shares 10,000,000 Options @1cent expiring 3 years from date of issue

+ See chapter 19 for defined terms.

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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

20 Names of any underwriters –

21 Amount of any underwriting fee or – 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 – brokers who lodge acceptances or renunciations on behalf of security holders

25 If the issue is contingent on security holders’ – approval, the date of the meeting

26 Date entitlement and acceptance form and – offer documents will be sent to persons entitled

+ See chapter 19 for defined terms.

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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) –

29 Date rights trading will end (if applicable) –

30 How do security holders sell their – entitlements in full through a broker?

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

32 How do security holders dispose of their – 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) +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)

+ See chapter 19 for defined terms.

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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?

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

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

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38) 43

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. + See chapter 19 for defined terms.

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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 20 November 2018

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 587,793,034 before date of issue or agreement to issue Add the following: • Number of fully paid ordinary securities issued in that 12 month 410,275,830 period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval 646,000,000

  • 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” 1,644,068,864 STEP 2: Calculate 15% of “A” “B” 0.15 [Note: this value cannot be changed] Multiply “ A ” b y 0 . 1 5 246,610,330 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 0.15 246,610,330 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 ” 246,610,330 [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” 1,644,068,864 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 0 164,406,886

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 0.10 164,406,886 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 ” 164,406,886 [Note: this is the remaining placement capacity under rule 7.1A]

+ See chapter 19 for defined terms.

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