Announcement PDF ASX Release 18 July 2025 Notice of Annual General Meeting and Proxy Form Plenti Group Limited (ASX:PLT) (Plenti) advises that an Annual General Meeting of Shareholders will be held on Tuesday, 19 August 2025 at 1:00pm (AEST) as a virtual meeting at https://us02web.zoom.us/webinar/register/WN_Y7uQbI6fSd2jwYmpWKh9yw The following documents attached to this ASX announcement are being dispatched to Shareholders today: 1. Letter to Shareholders in relation to the Notice; 2. Notice of 2025 Annual General Meeting; and 3. Proxy Form. ENDS Authorised for release by the Board of Plenti Group Limited. For more information please contact: Adam Bennett Chief Executive Officer shareholders@plenti.com.au About Plenti Plenti is a fintech lender. We provide faster, fairer loans by leveraging our smart technology. We offer award-winning automotive, renewable energy and personal loans, delivered by our proprietary technology, to help creditworthy borrowers bring their big ideas to life. Since our establishment in 2014, our loan originations have grown consistently, supported by diversified loan products, distribution channels and funding, and underpinned by our exceptional credit performance and continual innovation. For more information visit plenti.com.au/shareholders. Plenti Group Limited ABN 11 643 435 492 All Registry communications to: Automic Group GPO Box 5193 Sydney NSW 2001 Telephone (free call within Australia): 1300 288 664 ASX Code:PLT Email: hello@automicgroup.com.au <<EntityRegistrationDetailsLine1Envelope>> <<EntityRegistrationDetailsLine2Envelope>> <<EntityRegistrationDetailsLine3Envelope>> <<EntityRegistrationDetailsLine4Envelope>> <<EntityRegistrationDetailsLine5Envelope>> <<EntityRegistrationDetailsLine6Envelope>> 18 July 2025 Upcoming Annual General Meeting of Shareholders Dear Shareholder, Plenti Group Limited ACN 643 435 492 (ASX: PLT or “the Company”), advises the 2025 Annual General Meeting will be held as a virtual meeting at https://us02web.zoom.us/webinar/register/WN_Y7uQbI6fSd2jwYmpWKh9yw on Tuesday, 19 August 2025 at 1:00pm (AEST) (Meeting). Notice of Meeting The Notice of Meeting and Explanatory Memorandum (Notice) for the Meeting is available online and can be viewed and downloaded by shareholders of the Company (Shareholders) from the Company’s website at https://www.plenti.com.au/shareholders/ or the Company's ASX market announcements platform at https://www.asx.com.au/markets/company/PLT. In accordance with sections 110C-110K of the Corporations Act 2001 (Cth) (as inserted by the Treasury Laws Amendment (2021 Measures No.1) Act 2021 (Cth), Shareholders will not be sent a hard copy of the Notice or Proxy Form unless Shareholders have already notified the Company that they wish to receive documents such as the Notice and Proxy Form in hard copy. Voting by Proxy Online scan the QR code below using your smartphone Lodge the Proxy Form online at https://investor.automic.com.au/#/loginsah by following the instructions: • Login to the online AGM platform using the holding details as shown on your holding statement. Select ‘Meetings’. Then select ‘Proxy voting’. • To use the online lodgement facility, Shareholders will need their holder number Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the holding statement. For further information on the online proxy lodgement process, please see the Online Proxy Lodgement Guide at https://www.automicgroup.com.au/virtual-agms/ . For further information on the online proxy lodgment process, or if you require a hard copy Proxy Form, please contact the Company’s Share Registry, Automic Registry Services (Automic), at hello@automicgroup.com.au or via phone on 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas). Shareholder queries in relation to the Meeting Shareholders can their queries prior to the meeting via email at meetings@automicgroup.com.au. Copies of all Meeting related material, including the Notice and the Company's Annual Report, are available to download from the Company’s website and the Company's ASX market announcements platform. In the event it is necessary or appropriate for the Company to make alternative arrangements for the Meeting, information will be provided to Shareholders via the ASX and the Company’s website. Authorised for ASX release by the Company Secretary. Georgina Koch Plenti Group Limited Notice of 2025 Annual General Meeting Explanatory Statement | Proxy Form 2 Plenti Group Limited Annual General Meeting Contents Letter from the Chairman 3 Notice of Annual General Meeting – Items of business 4 Notice of Annual General Meeting – Explanatory Statement 5 Important Information 9 Glossary 11 Proxy Form Attached 19 August 2025 | 1:00pm AEST This AGM will be held as a virtual meeting at https://us02web.zoom.us/webinar/register/WN_Y7uQbI6fSd2jwYmpWKh9yw Registration will commence at 12:30pm (AEST). Further instructions for attending the meeting online are provided within this Notice and in the Registration and Voting Guide available at https://www.automicgroup.com.au/virtual-agms/. This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Notice of Meeting and Explanatory Statement Letter from the Chairman Dear Shareholders On behalf of the Board of Plenti Group Limited (Plenti), I am pleased to invite you to join the Annual General Meeting (AGM), which will be held on Tuesday, 19 August 2025 at 1:00pm (AEST). Consistent with previous years, Plenti is holding its AGM in a virtual format, only accessible online. Shareholders and proxy holders participating in the meeting will be able to submit questions and vote in real time. I encourage the lodgement of proxy votes ahead of the meeting and Shareholders are also able to submit their questions in advance via the company website. Further details regarding participation in the AGM are set out on page 9 of this document. The Notice of Meeting sets out the business that will be proposed at the AGM, with 3 key items in addition to the consideration of the financial statements and reports, and the adoption of the remuneration report. The items of business to be proposed at the meeting are the re-election of Stephen Benton as a Director; the approval of an increase to Plenti’s ASX Listing Rule placement capacity and the approval of an increase to Plenti’s Non-Executive Director fee pool. The Board, excluding the interested directors, recommends that Shareholders vote in favour of the proposed resolutions. The results of the AGM will be available at www.plenti.com.au and on the ASX after the meeting has concluded. On behalf of the Board, I look forward to welcoming you to Plenti’s 2025 AGM. Mary Ploughman Chairman 3 4 Plenti Group Limited Annual General Meeting Notice of Annual General Meeting Notice is given that the 2025 Annual General Meeting of Plenti Group Limited (ACN 643 435 492) (the Company) will be held at 1:00pm (AEST) on Tuesday, 19 August 2025 as a virtual meeting (Meeting or AGM). Item 5 – Increase in the maximum aggregate annual remuneration of NonExecutive Directors The Explanatory Statement to this Notice of Meeting provides additional information on each item of business to be considered at the Meeting. The Explanatory Statement and the Proxy Form constitute part of this Notice of Meeting. To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: Terms and abbreviations used in this Notice of Meeting and the Explanatory Statement are defined in the Glossary. Items of business Item 1 – Financial statements and reports “That, for the purpose of ASX Listing Rule 10.17, clause 22.1(a) of the Company’s Constitution and all other purposes, the maximum aggregate annual remuneration that may be paid by the Company for the services of the Company’s Non-Executive Directors be increased by $200,000 from $800,000 per annum to $1,000,000 per annum.” BY ORDER OF THE BOARD To receive and to consider the Annual Financial Report of the Company for the financial year ended 31 March 2025 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report, and the Auditor’s Report for that financial year. Note: This item is for discussion only. Item 2 – Adoption of Remuneration Report To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “That the Remuneration Report for the financial year ended 31 March 2025 be adopted.” Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Item 3 – Re-election of Stephen Benton as a Director To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “To re-elect Stephen Benton as a Director of the Company.” Item 4 – ASX Listing Rule 7.1A Approval of Future Issue of Securities To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, the issue of equity securities up to 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement, be approved.” Georgina Koch Company Secretary Level 5, 14 Martin Place Sydney NSW 2000, Australia 18 July 2025 Notice of Meeting and Explanatory Statement 5 Explanatory Statement The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting. The vote on this Resolution is advisory only and does not bind the Directors or the Company. However, the Directors will take the outcome of the vote into account when considering future remuneration policies. If you are in any doubt about what to do in relation to the Resolutions in the Notice of Meeting, it is recommended that you seek advice from an accountant, solicitor, or other professional advisor. Shareholders will be given a reasonable opportunity to ask questions about or make comments on the Remuneration Report, both prior to and during the Meeting. Item 1 – Financial statements and reports In accordance with the Constitution and the Corporations Act, the business of the Meeting will include receipt and consideration of the Annual Financial Report of the Company for the financial year ended 31 March 2025 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report (together, the Reports). Voting exclusion In accordance with the Corporations Act, the Company will disregard any votes cast on this item: (a) by or on behalf of a member of the Company’s KMP, whose remuneration details are included in the Remuneration Report (or their Closely Related Parties) in any capacity; and (b) as proxy by a person who is a member of the Company’s KMP (or their Closely Related Parties) at the date of the Meeting, Shareholders may view the Reports on the Company’s website at https://www.plenti.com.au/. To request a hard copy of the Reports, contact the Share Registry by sending an email to hello@automic.com.au. unless the vote is cast as proxy for a person entitled to vote: No resolution is required for this item, but Shareholders will be given a reasonable opportunity to ask questions and to make comments on the Reports, as well as the management and performance of the Company. (d) by the Chairman, as the Chairman has received express authority to vote undirected proxies as the Chairman sees fit, despite the fact that this item is connected with the remuneration of the Company’s KMP. The Company’s auditor will also be present at the Meeting and Shareholders will be given a reasonable opportunity to ask questions of the Company’s auditor in relation to the: If you appoint the Chairman as your proxy, and you do not direct your proxy how to vote on this item on the Proxy Form, you will be expressly authorising the Chairman to exercise your proxy on this item even though this item is connected directly or indirectly with the remuneration of the KMP, which includes the Chairman. � conduct of the audit; � preparation and content of the Auditor’s Report; � accounting policies adopted by the Company in relation to the preparation of the financial statements; and � independence of the auditor in relation to the conduct of the audit. The Company recommends that Shareholders submit questions for the Company’s auditor in advance of the Meeting. If Shareholders wish to submit questions for the Company’s auditor prior to the Meeting, questions should be submitted by 5:00pm (AEST) on Tuesday 12 August 2025. See “Important information” for further details on how to submit questions prior to the Meeting. Shareholders can raise questions for the Company’s auditor on the day of the Meeting. Item 2 – Adoption of Remuneration Report In accordance with the Corporations Act, the Company is seeking the adoption of the Remuneration Report by Shareholders at the Meeting. The Remuneration Report is set out in the Company’s Annual Financial Report, which is available on the Company’s website at https://www.plenti.com.au/. To request a hard copy of the Remuneration Report, contact the Share Registry by sending an email to hello@automic.com.au. The Remuneration Report summarises the Company’s approach to remuneration and the remuneration arrangements for Directors and key management personnel (KMP), including the terms of the incentive arrangements in place for KMP. (c) in accordance with the directions given to the proxy by that person on the Proxy Form; or Directors’ recommendation The Directors unanimously recommend that Shareholders vote in favour of adopting the Remuneration Report. The Chairman intends to vote all available proxies in favour of this item. Item 3 – Re-election of Stephen Benton as a Director Stephen Benton was appointed as a Non-Executive Director in August 2022. At the Meeting, he will cease to hold office in accordance with article 21.1 of the Constitution and, being eligible, offers himself for re-election as a Director of the Company. Stephen is Chair of the Audit and Risk Committee and a member of the People and Culture Committee. Stephen has over 30 years’ experience in leading financial services businesses across large organisations, challenger brands and growth companies. Stephen also holds experience specific to consumer lending, product development, and debt collection. Stephen holds a Bachelor of Commerce, Accounting and Finance and is a Graduate of the Australian Institute of Company Directors. The Board considers Stephen’s skills and extensive experience will continue to complement and enhance the Board’s decision making. 6 Plenti Group Limited Annual General Meeting An assessment was undertaken of Stephen’s independence as against the requirements set out in the Board Charter and the independence criteria in the ASX Corporate Governance Principles and Recommendations. The Board is satisfied that Stephen is an independent Director. Directors’ recommendation The Directors (other than Stephen) unanimously recommend that Shareholders vote in favour of this item. The Chairman intends to vote all available proxies in favour of this item. Item 4 – ASX Listing Rule 7.1A Approval of Future Issue of Securities Background Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed entity can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. Under ASX Listing Rule 7.1A, however, an eligible entity can seek approval from its shareholders, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an additional 10% capacity (10% Placement Capacity). An eligible entity for the purposes of ASX Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation equal to or less than $300 million. As at 17 June 2025, the Company had a market capitalisation of approximately $151.9M based on the number of Shares on issue and the closing price of Shares of $0.855 and therefore is an eligible entity. If at the time of the Meeting the Company is no longer an eligible entity, this item will be withdrawn. Any equity securities issued under the 10% Placement Capacity must be in the same class as an existing class of quoted equity securities. As at the date of this Notice, the Company currently has one class of quoted equity securities on issue, being the Shares. If this item is passed, the Company will be able to issue equity securities up to the combined 25% limit in ASX Listing Rules 7.1 and 7.1A without any further Shareholder approval. Additionally, the number of Shares the Company may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2. (c) the time and date on which shareholders approve a transaction under ASX Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking). Minimum price at which the equity securities may be issued under ASX Listing Rule 7.1A The issue price per equity security must not be less than 75% of the VWAP of the equity securities in that class, calculated over the 15 Trading Days on which trades in that class were recorded immediately before: (a) the date on which the price the equity securities are to be issued is agreed by the Company and the recipient of the equity securities; and (b) if the equity securities are not issued within 10 Trading Days of the date in paragraph (a), the date on which the equity securities are issued. Purposes for which the funds raised by an issue of equity securities under ASX Listing Rule 7.1A may be used Any equity securities issued under ASX Listing Rule 7.1A.2 must be issued for cash consideration. Accordingly, every issue of equity securities under ASX Listing Rule 7.1A.2 will have an accompanying proposed use of funds at the time of issue. As at the date of this Notice, the Company has not formed an intention to offer any equity securities under ASX Listing Rule 7.1A during the ASX Listing Rule 7.1A mandate period, if Shareholders approve this item. However, if Shareholders approved this item and the Company did raise funds from the issue of equity securities under ASX Listing Rule 7.1A, based on the Company’s existing plans, the Company considers that the funds may be used for the following purposes: (a) to further develop the Company’s business; (b) for the Company’s working capital requirements; and (c) to acquire assets. Risk of economic and voting dilution to existing Shareholders If this Resolution is approved, and the Company issues equity securities under ASX Listing Rule 7.1A, the existing Shareholders’ economic and voting power in the Company will be diluted. There is a risk that: (a) the market price for the Company’s equity securities in that class may be significantly lower on the issue date than on the date of the approval under ASX Listing Rule 7.1A; and If this item is not passed, the Company will not be able to access the 10% Placement Capacity to issue equity securities without Shareholder approval and will remain subject to the 15% limit on issuing equity securities without Shareholder approval set out in ASX Listing Rule 7.1. (b) the equity securities may be issued at a price that is at a discount (as described above) to the market price for the Company’s equity securities on the issue date, Information required by ASX Listing Rule 7.3A The table on the following page shows the potential dilution of existing Shareholders on the basis of 3 different assumed issue prices and values for the variable “A” in the formula in rule 7.1A.2: The following information is provided to Shareholders for the purposes of ASX Listing Rule 7.3A. Period for which the approval will be valid An approval under ASX Listing Rule 7.1A commences on the date of the annual general meeting at which the approval is obtained and expires on the first to occur of the following: (a) the date which is 12 months after the date of the annual general meeting at which the approval is obtained; (b) the time and date of the entity’s next annual general meeting; and which may have an effect on the amount of funds raised by the issue of equity securities under ASX Listing Rule 7.1A. Notice of Meeting and Explanatory Statement 7 Potential Dilution and Funds Raised Variable “A” ASX Listing Rule 7.1A.2 $ 0.4275 $ 0.8550 $ 1.7100 50% decrease in issue price issue prices(b) 100% increase in issue price “A” is the number of shares on issue, being 177,637,474 Shares(a) 10% voting dilution(c) 17,763,747 17,763,747 17,763,747 Funds raised $7,594,002 $15,188,004 $30,376,007 “A” is a 50% increase in shares on issue, being 266,456,211 Shares 10% voting dilution(c) 26,645,621 26,645,621 26,645,621 Funds raised $11,391,003 $22,782,006 $45,564,012 “A” is a 100% increase in shares on issue, being 355,274,948 Shares 10% voting dilution(c) 35,527,495 35,527,495 35,527,495 Funds raised $15,188,004 $30,376,008 $60,752,016 Notes: Based on the total number of fully paid ordinary Shares on issue as at 17 June 2025. Note that the number of Shares on issue could increase as a result of the issue of Shares that do not require Shareholder approval or that are issued with Shareholder approval under ASX Listing Rule 7.1. (a) Based on the closing price of the Company’s Shares on ASX as at 17 June 2025. (b) The table assumes that the Company issues the maximum number of ordinary Shares available to be issued under ASX Listing Rule 7.1A. (c) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of issues of equity securities under ASX Listing Rule 7.1A based on that Shareholder’s holding at the date of this Explanatory Statement. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances. (d) The table shows the effect of an issue of equity securities under Listing Rule 7.1A only, not under the Company’s 15% placement capacity under ASX Listing Rule 7.1. Allocation policy for issues under ASX Listing Rule 7.1A The recipients of any equity securities issued under the 10% Placement Capacity have not yet been determined. The Company’s allocation policy and the identity of the recipients of equity securities under ASX Listing Rule 7.1A will depend on a number of factors, including: (a) the Company’s intentions in relation to the possible issue of equity securities (for cash consideration) during the ASX Listing Rule 7.1A mandate period; (b) the structure and timeframe of the capital raising opportunities available to the Company and any alternative methods for raising funds that are available to the Company (such as a pro rata offer or an offer under a share purchase plan); (c) the potential effect on the control of the Company; (d) the Company’s financial position and the likely future capital requirements; and (e) advice from the Company’s corporate or financial advisors. Based on the Company’s historical cashflow reports and capital raising activities in the past 12 months, the Company considers that it may raise funds during the ASX Listing Rule 7.1A mandate period, although this cannot be guaranteed. As of the date of this Notice, no specific intention to issue equity securities in relation to any parties, investors or existing Shareholders have been formed. In addition, no intentions have been formed in relation to the possible number of issues, or the time frame in which the issues could be made. Subject to the requirements of the ASX Listing Rules and the Corporations Act, the Board reserves the right to determine at the time of any issue of equity securities under ASX Listing Rule 7.1A, the allocation policy that the Company will adopt for that issue. If and when the determination is made to proceed with an issue of equity securities during the ASX Listing Rule 7.1A mandate period, details regarding the recipients and purposes of issue will be disclosed pursuant to the Company’s obligations under ASX Listing Rules 3.10.3 and 7.1A.4. Offers made under ASX Listing Rule 7.1A may be made to parties (excluding any related parties) including professional and sophisticated investors, existing Shareholders, clients of Australian Financial Service Licence holders and/or their nominees, or any other person to whom the Company is able to make an offer of equity securities. Issue or agreement to issue equity securities under ASX Listing Rule 7.1A in the 12 months prior to AGM The Company has not issued or agreed to issue equity securities under ASX Listing Rule 7.1A.2 in the 12 months preceding the AGM. This item is a Special Resolution. For a Special Resolution to be passed, at least 75% of the votes validly cast on the item by Shareholders (by number of Shares) must be in favour of this item. Voting exclusion As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of equity securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on this item. Directors’ recommendation The Directors unanimously recommend that Shareholders vote in favour of this item. The Chairman intends to vote all available proxies in favour of this item. 8 Plenti Group Limited Annual General Meeting Item 5 – Increase in the Non-Executive Director fee cap ASX Listing Rule 10.17 provides that a listed entity must not increase the total aggregate amount of directors’ fees payable to its Non-Executive Directors, without shareholder approval. Clause 22.1(a) of the Company’s Constitution also provides that the Company in general meeting may from time to time determine the maximum aggregate remuneration to be provided to or for the benefit of the Directors for services rendered as Directors. The maximum aggregate remuneration that the Company may pay its Non-Executive Directors in any financial year is currently set at $800,000 and has not been increased since the Company listed on the ASX. Pursuant to ASX Listing Rule 10.17, shareholder approval is being sought to increase the maximum aggregate sum per annum available to be paid to Non-Executive Directors by $200,000, from $800,000 to $1,000,000 per annum. The Company does not intend to fully utilise the increase in the near future. The following matters were considered in determining the proposed increase: � the ongoing flexibility required to modify the Board’s composition, where the Board determines it is appropriate to make additional appointments; and unless the vote is cast: (c) as proxy for a person who is entitled to vote on the item in accordance with directions given to the proxy by that person on the Proxy Form; or (d) the Chairman as proxy for a person who is entitled to vote on the item, because the Chairman has received express authority to vote undirected proxies as the Chairman sees fit even though the item is connected with the remuneration of the KMP; or (e) by a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: i. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the item; and ii. the holder votes on the item in accordance with directions given by the beneficiary to the holder to vote in that way. If you appoint the Chairman as your proxy, and you do not direct your proxy how to vote on this item on the Proxy Form, you will be expressly authorising the Chairman to exercise your proxy on this item even though this item is connected directly or indirectly with the remuneration of the KMP, which includes the Chairman. Directors’ recommendation the increase in the Non-Executive Director fee pool will provide flexibility to adjust fees in accordance with market benchmarks. As each of the Non-Executive Directors has a personal interest in this item, the Board does not make a recommendation to shareholders in relation to this item. The fees payable to Non-Executive Directors are reviewed periodically by the People and Culture Committee. Details of the current remuneration of each Non-Executive Director are set out in the Remuneration Report. The Chair of the meeting intends to vote all available proxies in favour of this item. � There have been no securities issued to Non-Executive Directors in the past three years with shareholder approval under ASX Listing Rules 10.11 or 10.14. Before becoming a Non-Executive Director on 22 July 2024, Daniel Foggo was the CEO and an Executive Director. In that capacity, he was issued securities with shareholder approval under ASX Listing Rules 10.11 or 10.14. Details of those issuances are outlined in the Company’s previous remuneration reports. If Item 5 is approved, the remuneration pool of Non-Executive Directors will increase to $1,000,000 per annum. If Item 5 is not approved, the remuneration pool of Non-Executive Directors will remain at $800,000 per annum and the Board will not have the flexibility described above, and the fees payable to any future Non-Executive Director appointments will need to be assessed within the current remuneration pool. The proposed increase to Non-Executive Director fee pool does not impact upon remuneration of executive directors. Voting Exclusion The