Announcement PDF 26 July 2024 ASX RELEASE Notice of Annual General Meeting and Proxy Form Plenti Group Limited (ASX:PLT) provides the attached Notice of Annual General Meeting and Proxy Form. 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 Plenti Group Limited Notice of 2024 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 13 Glossary 15 Proxy Form Attached 27 August 2024 | 3:00pm AEST This AGM will be held as a virtual meeting at https://us02web.zoom.us/webinar/register/WN_YbI_ FoZLSzuezUaubBmdUQ Registration will commence at 2:30pm (AEST). Further instructions for attending the meeting online are provided within this Notice and in the Registration and Voting Guide available at https://staff-web.automicgroup.com.au/er/public/api/documents/ PLT?fileName=Virtual_Meeting_Registration_and_Voting_Shareholder_Guide_V2.pdf. 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, 27 August 2024 at 3:00pm (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 email. Further details regarding participation in the AGM are set out on page 13 of this document. The notice of meeting sets out the business that will be proposed at the AGM, with 5 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 Susan Forrester, and election of Daniel Foggo, as Directors; the approval of a grant of performance rights to Daniel Foggo, the outgoing CEO and Executive Director; the approval of an increase to Plenti’s ASX Listing Rule placement capacity, and the approval of issue of Securities under Plenti’s Employee Equity Plan. 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 2024 AGM. Mary Ploughman Chairman 3 4 Plenti Group Limited Annual General Meeting Notice of Annual General Meeting Notice is given that the 2024 Annual General Meeting of Plenti Group Limited (ACN 643 435 492) (the Company) will be held at 3:00pm (AEST) on Tuesday, 27 August 2024 as a virtual meeting (Meeting or AGM). 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. 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 To receive and to consider the Annual Financial Report of the Company for the financial year ended 31 March 2024 together with the declaration of the Directors, the Directors’ Report, the Remuneration Report, and the Auditor’s Report for that financial year. Item 6 – 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.” Item 7 – Approval of Issue of Securities under the Company’s Employee Equity Plan To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “That for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, the issue of up to 8,766,068 equity securities under the Company’s Employee Equity Plan as described in the Explanatory Statement, be approved.” Note: This item is for discussion only. Item 2 – Adoption of Remuneration Report BY ORDER OF THE BOARD 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 2024 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 Susan Forrester as a Director To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “To re-elect Susan Forrester as a Director of the Company.” Item 4 – Election of Daniel Foggo as a Director To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “To elect Daniel Foggo as a Director of the Company.” Item 5 – Approval of Issue of STI Share Rights to Mr Daniel Foggo, Director and outgoing CEO of the Company To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution: “That the issue and allotment of 202,003 STI Share Rights to Mr Daniel Foggo, Director and outgoing CEO of the Company, under the Company’s FY24 Short Term Incentive Plan, as described in the Explanatory Statement, be approved for the purposes of ASX Listing Rule 10.14 and for all other purposes.” Georgina Koch Company Secretary Level 5, 14 Martin Place Sydney NSW 2000, Australia 26 July 2024 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 2024 together with the declaration of the Directors, the Director’s Report, the Remuneration Report and the Auditor’s Report (together, the Reports). 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. 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. 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: � 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 20 August 2024. 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. 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, unless the vote is cast as proxy for a person entitled to vote: (c) in accordance with the directions given to the proxy by that person on the Proxy Form; or (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. 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 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 Susan Forrester as a Director Susan Forrester was appointed as a Non-Executive Director in October 2020. At the Meeting, she will cease to hold office in accordance with article 21.1 of the Constitution and, being eligible, offers herself for re-election as a Director of the Company. Susan is a member of the Audit and Risk Committee and Chair of the People and Culture Committee. Susan has extensive commercial, strategic and governance experience across a range of industries, including technology and financial services. Susan is a qualified lawyer, has an EMBA from the Melbourne Business School and is a Fellow and Councillor of the Australian Institute of Company Directors. The Board considers Susan’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 Susan’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 Susan is an independent Director. Directors’ recommendation The Directors (other than Susan) 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 – Election of Daniel Foggo as a Director Daniel Foggo was appointed as Chief Executive Officer (CEO) and Executive Director of the Company on 12 August 2020. On 22 July 2024, Daniel will retire as CEO but remain a Director of the Company. At the Meeting he will cease to hold office in accordance with article 20.4 of the Constitution and, being eligible, offers himself for election as a non-independent Director of the Company. Daniel Foggo’s STI opportunity for FY24 was set as a percentage of his base salary, 50% at target and 70% at stretch. His award was determined by measuring performance against Company level and individual level targets set at the start of FY24. Performance targets at the Company level for FY24 related to the achievement of loan origination growth and cash NPAT targets. Further information on these performance targets is set out in the Company’s Remuneration Report. Based on performance against those targets during FY24, the Board determined Daniel Foggo’s FY24 STI award to be $204,704 being 63% of his maximum STI opportunity. 65% of the Director/CEO’s STI award ($133,081) is proposed to be awarded via STI Share Rights. The number of STI Share Rights to be granted has been calculated by dividing $133,081 by the VWAP of the Shares over the 20 Trading Days up to and including 21 May 2024 (which was $0.6588), being the day prior to the release of the Company’s financial results for FY24. No price is payable for the grant or conversion of the STI Share Rights. STI Share Rights Daniel co-founded the Company and has acted as CEO since its inception. Daniel Foggo will not be eligible to receive any dividends on STI Share Rights until the rights vest, are exercised, and the Shares are allocated. STI Share Rights carry no right to any dividend equivalent amount on vesting. STI Share Rights also do not carry any voting rights. Daniel holds a Bachelor of Commerce, Economics (Honours) and a Master of Business (Distinction). STI Share Rights are not transferable (except in limited circumstances or with the consent of the Board). The Board considers Daniel’s skill and experience will continue to complement and enhance the Board’s decision making. Entitlement and Vesting Directors’ recommendation The Directors (other than Daniel) unanimously recommend that Shareholders vote in favour of this item. The Chairman intends to vote all available proxies in favour of this item. Items 5 – Approval of Issue of STI Share Rights to Mr Daniel Foggo, Director and outgoing CEO of the Company Background Daniel Foggo is a Director and the outgoing CEO of the Company and as such, ASX Listing Rule 10.14.1 applies to him. Shareholder approval is being sought to grant 202,003 STI Share Rights to Daniel Foggo under the terms of the Company’s Short Term Incentive Plan (STIP) for FY24 (during which he was the CEO). Daniel Foggo will not be entitled to participate in the STIP for FY25. If Shareholders approve the grant, the STI Share Rights will be granted to Daniel Foggo shortly after the AGM and in any event within 6 months of the date of the AGM. Each STI Share Right will give Daniel Foggo a right to receive one Share (or a cash amount equivalent to the value of a Share at the Board’s discretion) once the right vests and is exercised. The STI Share Rights will be granted in two equal tranches: (a) Tranche 1: The Share Rights in this tranche will be eligible to vest in July 2024 following the release of the Plenti 1Q25 trading update (the first Vesting Period); and (b) Tranche 2: The Share Rights in this tranche will be eligible to vest in January 2025 following the release of the Plenti 3Q25 trading update (the second Vesting Period). There are no further performance conditions that attach to the vesting of the STI Share Rights. Additional key terms for STI Share Rights Clawback Where the Board considers that Daniel Foggo received inappropriate or unfair benefits in connection with the STI Share Rights, including due to fraud, dishonesty, gross misconduct, breach of obligations or actions that bring the Company into disrepute, the Board may, in its absolute discretion, determine an appropriate treatment for the STI Share Rights and/or Shares allocated on vesting of the STI Share Rights (including in some cases variation to, or clawback of, the STI Share Rights or the value of the Shares granted on exercise of the Share Rights). Key terms of STI Share Rights Change of control or divestment of business An overview of the key terms of the proposed grant of STI Share Rights to Daniel Foggo under the STIP is set out below. In the event of a change of control or the divestment of a business/ asset of the Company, the Board may exercise discretion to determine an appropriate treatment for the STI Share Rights and/ or Shares allocated on exercise of the STI Share Rights, subject to compliance with law and the ASX Listing Rules. Number of STI Share Rights Subject to Shareholder approval, Daniel Foggo will be granted 202,003 Share Rights under the STIP for FY24 (during which he was the CEO and Executive Director of the Company). Notice of Meeting and Explanatory Statement Reorganisation of capital Approval sought In certain circumstances involving a reorganisation of Share capital of the Company, the Board may adjust the number of Shares allocated on exercise of the STI Share Rights to ensure no material advantage or disadvantage to Daniel Foggo, subject to the ASX Listing Rules. The Company is proposing to issue to Daniel Foggo 202,003 STI Share Rights under the STIP for FY24. ASX Listing Rule 10.14 provides that listed entities must not permit a Director or their Associates to acquire securities in the entity under an employee incentive scheme unless it obtains the approval of its shareholders. CEO remuneration package Daniel Foggo’s total remuneration package as CEO was comprised of: Opportunity Remuneration $ % Base salary plus superannuation $465,000 + $51,150 ($516,150 in total) 39% A short-term incentive of 50% of salary at target and up to 70% of salary at maximum during each financial year $325,500 at maximum 25% A long-term incentive of up to 100% of salary paid through the issue of LTI Share Rights under the Company’s LTIP $465,000 Total Maximum Remuneration Opportunity1 $1,306,650 Item 5 seeks the required Shareholder approval to issue 202,003 STI Share Rights to Daniel Foggo. If Shareholder approval is not obtained, the Board will consider alternative arrangements to appropriately remunerate Daniel Foggo. Voting exclusion The Company will disregard any votes cast: (a) in favour of item 5 by or on behalf of Daniel Foggo and any of his Associates in any capacity; and (b) on item 5 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, unless the vote is cast: 36% 100% Daniel Foggo will not participate in (or receive any rights under) either the LTIP or the STIP for FY25. Other information required under ASX Listing Rules The provision of share rights under the STIP ensures direct alignment with Shareholders. It also aligns the Company’s remuneration structure with that of its market competitors in order to attract, motivate, retain and reward key executives. There is no loan scheme in relation to the grant of STI Share Rights under the STIP. Daniel Foggo is currently the only Director who is eligible to receive grants of STI Share Rights under the STIP for his role as CEO during FY24. Details of any securities issued to Daniel Foggo under the STIP will be published in the Company’s annual report along with a statement that approval for the issue was obtained under ASX Listing Rule 10.14. No additional persons covered by ASX Listing Rule 10.14 will participate in the STIP without Shareholder approval being first obtained. Daniel Foggo has previously been granted 644,148 STI Share Rights for previous financial years. (c) as proxy for a person entitled to vote on the item in accordance with the directions given to the proxy by that person on the Proxy Form; or (d) by the Chairman as proxy for a person 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 of the Meeting as your proxy, and you do not direct your proxy how to vote on item 5 on the Proxy Form, you will be expressly authorising the Chairman to exercise your proxy on this item. Directors’ recommendation The non-executive Directors consider the STI Share Rights to be important components of Daniel Foggo’s total remuneration package for his role as the CEO of the Company and the grants to be reasonable, having regard to the size, scope, complexity and strategic objectives of the Company. The Directors (other than Daniel Foggo) unanimously recommend that Shareholders vote in favour of Item 5. The Chairman intends to vote all available proxies in favour of this item. The total maximum remuneration opportunity (TMRO) is indicative since Daniel Foggo will not realise any benefit from the Share Rights until a future date. The ultimate value of the remuneration opportunity may also differ to that outlined above, as it will be determined by vesting outcomes and the future market value of Shares. The TMRO also does not represent the accounting value that will be disclosed in the Remuneration Report – this report also includes annual leave and long-service leave. 1 7 8 Plenti Group Limited Annual General Meeting Item 6 – ASX Listing Rule 7.1A Approval of Future Issue of Securities (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 Background (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. 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 18 June 2024, the Company had a market capitalisation of approximately $140.26M based on the number of Shares on issue and the closing price of Shares of $0.80 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. 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. Information required by ASX Listing Rule 7.3A 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 (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: 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 (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, which may have an effect on the amount of funds raised by the issue of equity securities under ASX Listing Rule 7.1A. 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: Notice of Meeting and Explanatory Statement 9 Potential Dilution and Funds Raised Variable “A” ASX Listing Rule 7.1A.2 $ 0.4000 $ 0.8000 $ 1.60000 50% decrease in issue price issue prices(b) 100% increase in issue price “A” is the number of shares on issue, being 175,321,362 Shares(a) 10% voting dilution(c) 17,532,136 17,532,136 17,532,136 Funds raised $7,012,854 $14,025,709 $28,051,418 “A” is a 50% increase in shares on issue, being 262,982,043 Shares 10% voting dilution(c) 26,298,204 26,298,204 26,298,204 Funds raised $10,519,282 $21,038,563 $42,077,126 “A” is a 100% increase in shares on issue, being 350,642,724 Shares 10% voting dilution(c) 35,064,272 35,064,272 35,064,272 Funds raised $14,025,709 $28,051,418 $56,102,835 Notes: Based on the total number of fully paid ordinary Shares on issue as at 18 June 2024. 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 18 June 2024. (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 AS