Smartgroup : Notice of Annual General Meeting

ASX Announcement

Release date: 6 April 2022

Notice of Annual General Meeting

Smartgroup Corporation Limited (ASX: SIQ) confirms that the Company's 2022 Annual General Meeting (AGM) will be held at 11.00am (Sydney time) on Wednesday 11 May 2022. The AGM will be run as a hybrid meeting where shareholders will have the option of attending in person or via our online platform.

The following documents are attached:

• 1. 2022 Notice of Annual General Meeting

• 2. Sample Voting Form

• 3. Virtual Meeting Online Guide

This announcement was authorised for release by Sophie MacIntosh, Chief Legal and Sustainability Officer and Joint Company Secretary.

For further information:

Sophie MacIntosh

Chief Legal and Sustainability Officer and Joint Company Secretary Telephone [phone]

Email: Investor Relations:[e-mail] Website:www.smartgroup.com.au

Smartgroup Corporation Ltd | ABN 48 126 266 831 | GPO Box 4174, Sydney NSW 2001 Level 8, 133 Castlereagh Street, Sydney NSW 2000. T: 1300 855 538 | F: 1300 400 511

Date:	Wednesday, 11 May 2022
Time:	11.00am Sydney time
Venue:	Wesley Conference Centre, Lyceum Room
220 Pitt Street, Sydney, NSW 2000
and via online platform at
https://meetings.linkgroup.com/SIQAGM22

2022 Notice of Annual General Meeting

Letter from the Chairman

6 April 2022

Dear Shareholders

Smartgroup's 2022 Annual General Meeting

On behalf of the Directors of Smartgroup Corporation Ltd (Smartgroup), I am pleased to invite you to participate in the 2022 Annual General Meeting (AGM) of Smartgroup.

The AGM will be held on Wednesday, 11 May 2022 at 11.00am (Sydney time). At the time of writing, there are minimal restrictions associated with the COVID-19 pandemic and we are therefore intending to run a 'hybrid' meeting, as we did last year, where shareholders will have the option of attending the AGM in person or online.

The AGM will be formally convened at Wesley Conference Centre, Lyceum Room, 220 Pitt Street, Sydney, NSW 2000. The enclosed Notice of Meeting sets out the business to be considered at the AGM.

If you are attending the AGM in person, please bring your Voting Form to the AGM to assist with registration on the day. Your Voting Form was enclosed with the letter dated the same date as this Notice of Meeting advising you of the time and date of the AGM and how to access the Notice of Meeting via the Company's website.

Shareholders who prefer to participate in the AGM through the online platform may do so by joining the AGM athttps://meetings.linkgroup.com/SIQAGM22.Shareholders participating through the online platform will be able to:

• • see and listen to the presentations given during the AGM by me, our Managing Director and Chief Executive Officer Mr Tim Looi, and the Directors standing for election at the AGM;

• • ask questions of the Board and our external auditor in real time during the AGM via the online platform, and listen to discussions at the meeting; and

• • vote on the resolutions to be considered at the AGM by direct voting during the meeting.

Shareholders will also be able to ask questions via telephone. Shareholders wishing to ask questions via telephone will need to request a personalised PIN by contacting Link Market Services on [phone] any time between 9.00am on Monday, 2 May 2022 and 5.00pm on Tuesday, 10 May 2022.

Please note that shareholders will not be able to vote by telephone during the AGM.

Further details of how to participate in the AGM via the online platform and how to ask questions via telephone are set out in the attached Notice of Meeting and in the Virtual Meeting Online Guide that can be accessed from the Company's website athttps://ir.smartgroup.com.au/Investors under the Annual General Meeting tab.

Whether you intend to attend the AGM in person or through the online platform, or if you are unable to attend the AGM at all, you may also:

• • lodge questions online before the AGM atwww.linkmarketservices.com.au;and

• • vote on the resolutions to be considered at the AGM by completing and lodging your Voting Form in accordance with the instructions set out in the Notice of Meeting.

Thank you for your continued support of Smartgroup and I look forward to seeing you in person, or engaging with you online, at the AGM.

Yours sincerely

Michael Carapiet Chairman

Smartgroup Corporation Ltd ACN 126 266 831 Notice of Annual General Meeting

Notice is given that the 2022 Annual General Meeting (AGM) of Shareholders of Smartgroup Corporation Ltd ACN 126 266 831 (Company) will be held at Wesley Conference Centre, Lyceum Room, 220 Pitt Street, Sydney, NSW 2000 on Wednesday, 11 May 2022 at 11.00am (Sydney time) for the purpose of transacting the business set out in this notice (Notice of Meeting).

Shareholders may also join the AGM online athttps://meetings.linkgroup.com/SIQAGM22.

To log in to the Meeting, shareholders will need their Shareholder Reference Number (SRN) or Holder Identification Number (HIN), which is printed at the top of their Voting Form, along with their postcode. Voting Forms were enclosed with the letter dated the same date as this Notice of Meeting advising sharesholders of the time and date of the AGM and how to access the Notice of Meeting via the Company's website.

The Explanatory Notes accompanying this Notice of Meeting, and the Voting Form, are incorporated in, and comprise part of, this Notice of Meeting.

The business of the meeting is to consider the Company's financial statements and reports for the financial year ended 31 December 2021 and then to consider 10 Resolutions for which Shareholder approval is sought. Details of each of these items are set out below.

Consideration of financial statements and reports

To receive and consider the 2021 Annual Report, the Directors' Report and the Auditor's Report of the Company for the financial year ended 31 December 2021.

The 2021 Annual Report, which includes the Directors' Report and Auditor's Report for the financial year ended 31 December 2021, is available on the Company's website athttps://ir.smartgroup.com.au/Investors under the ASX Announcements tab. As part of the consideration of the financial statements and reports, Shareholders (as a whole) will be given a reasonable opportunity to ask questions about, or make comments on, the management of the Company and the Remuneration Report of the Company for the year ended 31 December 2021.

The Company's Auditor will also attend the AGM and will be available to respond to questions from Shareholders relevant to the conduct of the audit, the preparation and content of the Auditor's Report, the accounting policies adopted by the Company in relation to the preparation of the financial statements, and the independence of the Auditor in relation to the conduct of the audit.

This item of business does not require Shareholders to vote on a resolution or adopt the received reports.

Resolutions for approval

1.

Remuneration Report

To consider and, if thought fit, to pass the following Resolution as a non-binding ordinary resolution:

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