TOV: The Agency Group Australia Limited 03R – Undertaking

MEDIA RELEASE No: TP21/08 Friday, 5 February 2021 The Agency Group Australia Limited 03R – Undertaking

The President has accepted an undertaking (see Annexure A) from Peters Investments Pty Ltd in relation to the application dated 2 February 2021 by Magnolia Equities III Pty Ltd (see TP21/06).

Pursuant to the undertaking, Peters Investments Pty Ltd has undertaken, until completion of the Panel proceedings, that it will not without the Panel’s consent convert any further Convertible Notes or exercise any further Options that it received in The Agency Group Australia Limited following the shareholder approval given at that company’s annual general meeting on 4 January 2021.

A copy of the undertaking is attached.

Tania Mattei Counsel, Takeovers Panel Level 16, 530 Collins Street Melbourne VIC 3000 Ph: +61 3 9655 3500 takeovers@takeovers.gov.au

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ANNEXURE A AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION ACT 2001 (CTH) SECTION 201A UNDERTAKING

THE AGENCY GROUP AUSTRALIA LIMITED 03R

Peters Investments Pty Ltd undertakes to the Panel that, until completion of the Panel proceedings, it will not without the Panel’s consent convert any further Convertible Notes or exercise any further Options.

Peters Investments Pty Ltd agrees to confirm in writing to the Panel that it has satisfied its obligations under this undertaking upon completion of the Panel proceedings.

In this undertaking the following terms have their corresponding meaning:

Term Meaning Convertible Notes The convertible notes that have not to date been converted from the 5,000,000 convertible notes issued to Peters Investments Pty Ltd pursuant to section 611 item 7 approval and approval for all other purposes by shareholders of The Agency Group Australia Limited on 4 January 2021 Options The options that have not to date been exercised from the 3,170,441 options granted to Peters Investments Pty Ltd pursuant to section 611 item 7 approval and approval for all other purposes by shareholders of The Agency Group Australia Limited on 4 January 2021 Panel proceedings Review proceedings brought by application dated 2 February 2021

______________________ Signed by Robert Peters of Peters Investments Pty Ltd with the authority, and on behalf, of Peters Investments Pty Ltd Dated 5 February 2021

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