MA Financial : Notice of Annual General Meeting/Proxy Form

MA Financial Group Limited

Notice of Meeting for 2022

Annual General Meeting

MA Financial Group Limited (Company)

ACN 142 008 428

Notice of Annual General Meeting

Notice is given that the 2022 Annual General Meeting (AGM or Meeting) of MA Financial Group Limited (Company) will be held at Level 27, Brookfield Place, 10 Carrington Street, Sydney NSW 2000 on Thursday 5 May 2022 at 11:30am (Sydney Time).

The Company is committed to health and safety, including the health and safety of our shareholders and our people, and we have been closely monitoring COVID-19 developments. Please do not attend the AGM in person if you are feeling unwell. It may not be possible to admit all shareholders who wish to attend the AGM due to any applicable venue capacity or other COVID-19-related restrictions. Please be aware that we have a vaccination policy which requires all attendees at our premises to be vaccinated. We will be observing social distancing rules and we will not be offering refreshments at the AGM.

Any shareholders who wish to attend the AGM should take heed of government warnings and recommendations and monitor the Company website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the AGM.

Agenda items

1. Financial Report, Directors' Report and Auditor's Report

To receive and consider the Financial Report of the Company and its controlled entities and the Reports of the Directors and Auditor for the year ended 31 December 2021.

2.

Election of Directors

To consider and if thought fit to pass as separate ordinary resolutions:

(a)	That Julian Biggins, being eligible, be elected
as a Director of the Company.
(b)	That Andrew Pridham, being eligible, be
elected as a Director of the Company.
3.	Adoption of Remuneration Report

To consider and if thought fit to pass as an ordinary resolution:

That the Remuneration Report for the year ended 31 December 2021 be adopted.

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion statement applicable to item 3:

The Company will disregard any votes cast on item 3:

• • by or on behalf of a member of the Company's key management personnel (KMP) named in the Company's Remuneration Report for the year ended 31 December 2021 or their closely related parties (such as close family members and any controlled companies), regardless of the capacity in which the vote is cast; or

• • as a proxy by a person who is a member of the Company's KMP at the date of the Meeting or their closely related parties,

However, votes will not be disregarded if they are cast as proxy for a person entitled to vote on item 3:

• • in accordance with a direction as to how to vote on the Voting Form; or

• • by the Chairman of the Meeting pursuant to an express authorisation to exercise the proxy even though item 3 is connected with the remuneration of the Company's KMP.

4.

Ratification of prior issue of shares under placement

To consider, and if thought fit, to pass as an ordinary resolution:

5.

Ratification of prior issue of shares under Loan Funded Share Plan

To consider, and if thought fit, to pass as an ordinary resolution:

That for the purposes of Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the issue of 12,903,226 fully paid ordinary shares in the Company previously issued at $7.75 per share, as described in the Explanatory Memorandum.

Voting exclusion statement applicable to item 4

The Company will disregard any votes cast in favour of item 4:

• • by or on behalf of a person who participated in the issue or an associate of that person or those persons.

However, this does not apply to a vote cast in favour of item 4 by:

• • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  That for the purposes of Listing Rule 7.4 and for all other purposes, shareholders ratify and approve the issue of 1,456,873 fully paid ordinary shares in the Company previously issued at $7.1912 and $7.908 per share, as described in the Explanatory Memorandum.

  Voting exclusion statement applicable to item 5

  The Company will disregard any votes cast in favour of item 5:

  • • by or on behalf of a person who participated in the issue or an associate of that person or those persons; or

  • • as a proxy by a person who is a member of the Company's KMP at the date of the Meeting or their closely related parties.

  However, this does not apply to a vote cast in favour of item 5 by:

• • the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

• • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that the following conditions are met:

  • • a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

  • • the Chairman of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chairman to vote on the resolution as the Chairman decides; or

• - the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting and is not an associate or a person excluded from voting on the resolution; and

-

the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

• • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided that the following conditions are met:

  - the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting and is not an associate or a person excluded from voting on the resolution; and

-

the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

6.

Approval in respect of issue of shares to Directors (FY2021 Long-Term Incentive)

To consider, and if thought fit, to pass as separate ordinary resolutions:

• (a) That approval is given for all purposes,

  including Listing Rule 10.14, for the Company

  to grant to Christopher Wyke Loan Funded

  Shares under the Company's Loan Funded

  Share Plan as his FY2021 Long-Term

  Incentive Award on the terms described in the

  Explanatory Memorandum to the Notice of

  Meeting.

• (b) That approval is given for all purposes, including Listing Rule 10.14, for the Company to grant Julian Biggins Loan Funded Shares under the Company's Loan Funded Share Plan as his FY2021 Long-Term Incentive Award on the terms described in the Explanatory Memorandum to the Notice of Meeting.

• (c) That approval is given for all purposes, including Listing Rule 10.14, for the Company to grant Andrew Pridham Loan Funded Shares under the Company's Loan Funded Share Plan as his FY2021 Long-Term Incentive Award on the terms described in the Explanatory Memorandum to the Notice of Meeting.

Voting exclusion statement applicable to items 6(a), 6(b) and 6(c)

The Company will disregard any votes cast on items 6(a), 6(b) and 6(c):

• • in favour of each resolution by or on behalf of Christopher Wyke, Julian Biggins and Andrew Pridham (being the only Directors entitled to participate in the Company's Loan Funded Share Plan) or any of their associates, regardless of the capacity in which the vote is cast; or

• • as a proxy by a person who is a member of the Company's KMP at the date of the Meeting or their closely related parties

unless the vote is cast on items 6(a), 6(b) or 6(c):

• • as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with adirection given to the proxy or attorney to vote on the resolution in that way; or

• • as proxy for a person entitled to vote on the resolution by the Chairman of the Meeting, pursuant to an express authorisation to exercise the proxy as the Chairman decides; or

• • 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:

  - the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate or a person excluded from voting, on the resolution; and

-

the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

7.

Approval in respect of issue of shares to Directors (FY2022 Long-Term Incentive)

To consider, and if thought fit, to pass as separate ordinary resolutions:

• (a) That approval is given for all purposes,

  including Listing Rule 10.14, for the Company

  to grant to Christopher Wyke Loan Funded

  Shares under the Company's Loan Funded

  Share Plan as his FY2022 Long-Term

  Incentive Award on the terms described in the

  Explanatory Memorandum to the Notice of

  Meeting.

• (b) That approval is given for all purposes, including Listing Rule 10.14, for the Company to grant Julian Biggins Loan Funded Shares under the Company's Loan Funded Share Plan as his FY2022 Long-Term Incentive Award on the terms described in the Explanatory Memorandum to the Notice of Meeting.

• (c) That approval is given for all purposes, including Listing Rule 10.14, for the Company to grant Andrew Pridham Loan Funded Shares under the Company's Loan Funded Share Plan as his FY2022 Long-Term Incentive Award on the terms described in the Explanatory Memorandum to the Notice of Meeting.

Voting exclusion statement applicable to items 7(a), 7(b) and 7(c)

The Company will disregard any votes cast on items 7(a), 7(b) and 7(c):

• • in favour of each resolution by or on behalf of Christopher Wyke, Julian Biggins and Andrew Pridham (being the only Directors entitled to participate in the Company's Loan Funded Share Plan) or any of their associates, regardless of the capacity in which the vote is cast; or

• • as a proxy by a person who is a member of the Company's KMP at the date of the Meeting or their closely related parties

unless the vote is cast on items 7(a), 7(b) or 7(c):

8.

Alteration of the terms of Options issued under the Company's Equity Incentive Plan

To consider, and if thought fit, to pass as an ordinary resolution:

That approval be given for the purposes of Listing Rule 6.23.2 and Listing Rule 6.23.4, and for all other purposes, to amend the terms of the Options which have been issued under the Company's Equity Incentive Plan to allow for the cancelling of Options for consideration.

Voting exclusion statement applicable to item 8

The Company will disregard any votes cast on item 8:

• • as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or

• • as proxy for a person entitled to vote on the resolution by the Chairman of the Meeting, pursuant to an express authorisation to exercise the proxy as the Chairman decides; or

• • 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:

  - the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate or a person excluded from voting, on the resolution; and

-

the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

• • in favour of the resolution by or on behalf of any person who holds an Option that is the subject of the approval, or any of their associates, regardless of the capacity in which the vote is cast, and

unless the vote is cast on item 8:

• • as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the proxy or attorney to vote on the resolution in that way; or

• • as proxy for a person entitled to vote on the resolution by the Chairman of the Meeting, pursuant to an express authorisation to exercise the proxy as the Chairman decides; or

• • 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:

  - the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate or a person excluded from voting, on the resolution; and

-

the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.