OFX

Moving & managing money globally

OFX Group Limited

NOTICE OF ANNUAL GENERAL MEETING

6 July 2026

OFX Group Limited (“OFX” or “the Group”) (ASX: OFX) today releases its Notice of Meeting for the OFX 2026 Annual General Meeting together with the:

Chair’s Letter;
Voting/Proxy Form; and
Online AGM Guide.

Copies of these documents will be available on OFX’s website at www.ofx.com/en-au/investors/agm.

Authorised for release to the ASX by the Company Secretary, Adrian Wong

For all enquiries:

Matthew Gregorowski

Morrow Sodali

+61 422 534 755

About OFX Group (ASX: OFX)

OFX is a leading money transfer and financial operations company providing clients with real-time financial control and visibility to do business anywhere in the world. With an innovative platform and 24/7 human support, OFX offers global business accounts, money transfers, payments, corporate cards with spend management and currency risk management solutions.

A trusted innovator for over 25 years, OFX has helped clients move and manage money in 50+ currencies to 180+ countries. Headquartered in Sydney, Australia, with ~700 employees and offices globally, including the United States, Canada, United Kingdom, Ireland, New Zealand, Singapore and Hong Kong. ASX-listed since 2013, ISO/IEC 27001:2022 certified, licensed in ~50 jurisdictions.

More information, including a downloadable Fact Sheet, is available at www.ofx.com/en-au/investors

Level 19, 60 Margaret St, Sydney, NSW 2000 Australia

[email protected] | ofx.com

OFX Group Limited (ABN 12 165 602 273)

OFX

Notice of Meeting

2026

OFX Group Limited

ABN 12 165 602 273

OFX Group Limited

3 Chair's letter
4 Notice of Meeting
6 Voting Exclusion Statement
9 Notes
12 Explanatory Memorandum
23 Contact information

Notice of AGM 2026

Chair's letter

Dear Fellow Shareholders

I am writing to invite you, as a shareholder in OFX Group Limited (OFX), to attend our Annual General Meeting (AGM) to be held on Wednesday 5 August 2026 at 2:00pm (AEST).

Hybrid meeting

The AGM will be a hybrid meeting. Directors will attend in person at the OFX office and shareholders are invited to attend and participate in the AGM either:

In person at the OFX office at Level 20, 60 Margaret Street, Sydney; or
Online via a webinar by registering at www.ofx.com/en-au/investors/agm.

Notice of Meeting

The Notice of Meeting details the items of business to be considered at the AGM, important participation and voting information and the Explanatory Memorandum. Further details on how to register and participate online (including how to vote and ask questions) in the AGM are set out in the OFX Online AGM Guide. The Notice of Meeting and Online AGM Guide are available at www.ofx.com/en-au/investors/agm.

Annual Report

I encourage you to review OFX's Annual Report for the financial year ended 31 March 2026 which is available at www.ofx.com/en-au/investors/reports-presentations.

Voting

You will be able to vote online during the meeting or in person using a voting card.

If you are unable to attend the AGM, I encourage you to lodge your vote in advance using the Voting/Proxy Form or online at the MUFG Investor Centre au.investorcentre.mpms.mufg.com. Alternatively, you can appoint a proxy to vote on your behalf. To be valid, votes in advance of the meeting and proxy appointments must be received by 2:00pm (AEST) on Monday 3 August 2026.

Questions

You will have the opportunity to ask the Board and OFX's External Auditor questions during the AGM, online and in person.

I encourage you to submit questions on any shareholder matters that may be relevant to the AGM in advance using the Question Form or online at the MUFG Investor Centre by 5:00pm (AEST) on Wednesday 29 July 2026.

I look forward to the opportunity to engage with you at the AGM and thank you for your ongoing support of OFX.

Yours sincerely

Patricia Cross AM
Chair

If you receive investor documents, the annual report or payment advice in physical copy – consider updating your preference to receive them in electronic format by visiting the MUFG Investor Centre au.investorcentre.mpms.mufg.com or calling 1300 554 474.

OFX Group Limited

Notice of Meeting

The Annual General Meeting (AGM) of OFX Group Limited (Company) will be held:

Date: Wednesday 5 August 2026

Time: 2:00pm (AEST)

Place: Level 20, 60 Margaret Street, Sydney NSW 2000

All shareholders are invited to attend the AGM in person, or virtually via an online webinar by registering at www.ofx.com/en-au/investors/agm.

If shareholders are unable to attend, they may use the Voting/Proxy Form to lodge a direct vote in advance of the AGM or appoint a proxy.

A representative of a corporate shareholder or proxy will only be entitled to attend and/or vote at the AGM (either virtually or in person) if they have provided evidence to the Company of an effective corporate representative appointment prior to the AGM's commencement.

Items of Business

Item 1. Financial statements and Reports of the Directors and Auditors

To receive and consider the Financial Report, the Directors' Report and the Independent Auditor's Report for the Company for the financial year ended 31 March 2026. There is no vote on this item.

Item 2. Re-election of Robert Bazzani

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

"That Robert Bazzani, who retires in accordance with Article 47(b) of the Company's Constitution, and being eligible for re-election, be re-elected as a Director of the Company."

Details of Mr Bazzani's qualifications and experience and the recommendation of the Board in relation to their election are set out in the Explanatory Memorandum.

Item 3. Remuneration Report

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

"That the OFX Group Limited Remuneration Report for the financial year ended 31 March 2026 be adopted."

In accordance with section 250R(3) of the Corporations Act 2001 (Cth), the vote on this resolution is advisory only and does not bind the Directors or the Company.

This resolution is subject to voting exclusions as set out in the Voting Exclusion Statement of this Notice of Meeting.

Notice of AGM 2026

Item 4. Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY26 Short-Term Incentives

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

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for:

a) the issue to Mr John Alexander Malcolm, Managing Director and Chief Executive Officer, of 81,369 performance rights under the OFX Group Limited Global Equity Plan in respect of his FY26 Short-Term Incentives on the terms described in the Explanatory Memorandum that forms part of the Notice of Meeting; and

b) the transfer or allocation of securities to Mr Malcolm upon vesting of the performance rights."

This resolution is subject to voting exclusions as set out in the Voting Exclusion Statement of this Notice of Meeting.

Item 5. Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY27 Long-Term Incentives

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

"That, for the purposes of ASX Listing Rule 10.14 and for all other purposes, approval is given for:

a) the issue to Mr John Alexander Malcolm, Managing Director and Chief Executive Officer, of 2,454,425 performance rights under the OFX Group Limited Global Equity Plan in respect of FY27 Long-Term Incentives on the terms described in the Explanatory Memorandum that forms part of the Notice of Meeting; and

b) the transfer or allocation of securities to Mr Malcolm upon vesting of the performance rights."

This resolution is subject to voting exclusions as set out in the Voting Exclusion Statement of this Notice of Meeting.

Item 6. Spill resolution – conditional resolution

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

"That, subject to and conditional on at least 25% of the votes validly cast on Item 3 being cast against the adoption of the Company's Remuneration Report for the year ended 31 March 2026, and for the purposes of sections 250U and 250V of the Corporations Act 2001 (Cth) and for all other purposes:

a) an extraordinary general meeting of the Company (Spill Meeting) be held within 90 days of the passing of this resolution;

b) all of the directors who were in office when the Director's Report for the financial year ended 31 March 2026 was considered (other than the Managing Director and Chief Executive Officer), and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and

c) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting be put to the vote at the Spill Meeting.

This is a conditional resolution and will only be put to the 2026 AGM if at least 25% of the votes validly cast on the resolution proposed in Item 3 are against that resolution.

This resolution is subject to voting exclusions as set out in the Voting Exclusion Statement of this Notice of Meeting.

OFX Group Limited

Voting Exclusion Statement

Item 3. Remuneration Report

A vote on the resolution relating to Item 3 must not be cast (in any capacity) by or on behalf of:

any member of the key management personnel whose remuneration details are included in the Remuneration Report for the year ended 31 March 2026 (KMP); or
any associate of a KMP (including close family members and companies the KMP controls), (each a Restricted Person).

The Company will disregard any votes cast in favour of the resolution relating to Item 3 in any capacity by or on behalf of a Restricted Person.

However, the Company need not disregard a vote cast by a Restricted Person as a proxy if the vote is not cast on behalf of a Restricted Person and the vote is cast:

by a Restricted Person as proxy for a person who is entitled to vote, in accordance with their directions on a proxy form that specifies the way the proxy is to vote on the resolution (e.g. for, against, abstain);
by the Chair of the meeting as proxy for a person who is entitled to vote, in accordance with their directions on a proxy form that either:
does not specify the way the proxy is to vote on the resolution; or
expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP; 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 of a person excluded from voting on the resolution; and
the holder votes on the resolution in accordance with the directions given to the holder to vote in that way.

'Key management personnel' and 'associate' each have the meaning given to that term in the Corporations Act 2001 (Cth).

Item 4. Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY26 Short-Term Incentives

In accordance with ASX Listing Rule 14.11, a vote on the resolution relating to Item 4 must not be cast by or on behalf of any Director who is eligible to participate in the employee incentive scheme in respect of which the approval is sought or by or on behalf of any associate of such Director.

Mr John Alexander ('Skander') Malcolm is the only Director eligible to participate in the Global Equity Plan, including the Short-Term Incentive Plan. The Company will disregard any votes cast in favour of the resolutions relating to Item 4 by or on behalf of:

Mr John Alexander ('Skander') Malcolm; or
an associate of Mr John Alexander ('Skander') Malcolm.

Notice of AGM 2026

However, the Company need not disregard a vote if it is cast:

by a person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form that specify the way the proxy is to vote on the resolution (e.g. for, against, abstain);
by the Chair of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy 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 of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with the directions given to the holder to vote in that way.

Item 5. Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY27 Long-Term Incentives

In accordance with ASX Listing Rule 14.11, a vote on the resolution relating to Item 5 must not be cast by or on behalf of any Director who is eligible to participate in the employee incentive scheme in respect of which the approval is sought or by or on behalf of any associate of such Director.

Mr John Alexander ('Skander') Malcolm is the only Director eligible to participate in the Global Equity Plan, including the Long-Term Incentive Plan. The Company will disregard any votes cast in favour of the resolutions relating to Item 5 by or on behalf of:

Mr John Alexander ('Skander') Malcolm; or
an associate of Mr John Alexander ('Skander') Malcolm.

However, the Company need not disregard a vote if it is cast:

by a person as proxy for a person who is entitled to vote, in accordance with directions on the proxy form that specify the way the proxy is to vote on the resolution (e.g. for, against, abstain);
by the Chair of the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy 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 of a person excluded from voting, on the resolution; and
the holder votes on the resolution in accordance with the directions given to the holder to vote in that way.

OFX Group Limited

Voting Exclusion Statement

Item 6. Spill resolution – conditional resolution

A vote on the resolution relating to Item 6 must not be cast (in any capacity) by or on behalf of:

any member of the key management personnel whose remuneration details are included in the Remuneration Report for the year ended 31 March 2026 (KMP); or
any associate of a Restricted KMP (including close family members and companies the KMP controls), (each a Restricted Person).

The Company will disregard any votes cast in favour of the resolution relating to Item 6 in any capacity by or on behalf of a Restricted Person.

However, the Company need not disregard a vote cast by a Restricted Person as a proxy if the vote is not cast on behalf of a Restricted Person and the vote is cast:

by a Restricted Person as proxy for a person who is entitled to vote, in accordance with their directions on a proxy form that specifies the way the proxy is to vote on the resolution (e.g. for, against, abstain);
by the Chair of the meeting as proxy for a person who is entitled to vote, in accordance with their directions on a proxy form that either:
does not specify the way the proxy is to vote on the resolution; or
expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP; 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 of a person excluded from voting on the resolution; and
the holder votes on the resolution in accordance with the directions given to the holder to vote in that way.

'Key management personnel' and 'associate' each have the meaning given to that term in the Corporations Act 2001 (Cth).

Restrictions on KMP voting undirected proxies

In accordance with section 250BD of the Corporations Act 2001 (Cth), a person appointed as proxy must not vote on the basis of that appointment on resolutions 3 to 6 if:

the proxy is either a KMP, or a closely related party of a KMP; and
the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

the proxy is the Chair of the meeting; and
the appointment expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

Notice of AGM 2026

Notes

Discussion and shareholder questions

Discussion will take place on all items of business to be considered at the AGM. All shareholders will have a reasonable opportunity to ask questions during the AGM, including via the online webinar. This will include an opportunity to ask questions of the Company's External Auditor, KPMG. To ensure that as many shareholders as possible have the opportunity to speak, shareholders are requested to observe the following:

all shareholder questions should be stated clearly and should be relevant to the business of the AGM, including matters arising from the Financial Report, the Directors' Report (including the Remuneration Report) and the Auditor's Report, and general questions about the performance, business or management of the Company;
if a shareholder has more than one question on an item of business, all questions should be asked together; and
shareholders should not ask questions at the AGM relating to any matters that are personal to the shareholder or commercial in confidence.

Shareholders who prefer to register questions in advance of the AGM may do so either online at the MUFG Investor Centre or using the Question Form.

Written questions must be received by MUFG Corporate Markets (AU) Limited by 5:00pm (AEST) on Wednesday 29 July 2026, and can be submitted in accordance with the details set out below.

Webinar

Shareholders and proxyholders can participate in the AGM via an online webinar by registering online at www.ofx.com/en-au/investors/agm.

To participate you will need a desktop or mobile/tablet device with internet access and you will need to register for the webinar before the AGM commences. When you register for the webinar, you will need to provide your details (including Security Holder Reference Number (SRN), Holder Identification Number (HIN) or proxy code to be verified as a shareholder or proxyholder). Following this you will be emailed an invitation with your own unique link to join the AGM webinar.

More information about how to register and participate in the AGM online (including how to ask questions and vote online during the AGM) is available in the Online Guide, which is available at www.ofx.com/en-au/investors/agm.

If you intend to join the webinar, including if you intend to vote online during the AGM, we recommend that you test to see that the online webinar works on your device before the AGM commencement at 2:00pm on 5 August 2026.

In addition to the above, shareholders can also watch an archived recording of the webinar after the meeting at www.ofx.com/en-au/investors/reports-presentations.

Voting information

Entitlement to vote

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have determined that for the purpose of the AGM (including voting at the AGM), 'shareholders' are those persons who are the registered holders of Company shares at 7:00pm (AEST) on Monday 3 August 2026. Share transfers registered after that time will be disregarded in determining entitlements to vote at the AGM.

Shareholders may vote on all items of business, subject to the voting restrictions described in this Notice of Meeting.

Voting by poll

Each resolution considered at the AGM will be conducted by a poll. The Directors consider voting by poll to be in the interests of the shareholders as a whole and ensures the views of as many shareholders as possible are represented at the AGM.

OFX Group Limited

Notes

Direct voting

In accordance with clause 37(b) of the Company's Constitution, the Directors:

have determined that at the AGM, a shareholder who is entitled to vote on a resolution at the AGM is entitled to a direct vote in respect of that resolution; and
have approved the use of either:
the direct Voting/Proxy Form enclosed with this Notice of Meeting or in the MUFG Investor Centre for direct voting prior to the AGM; or
shareholders or proxyholders can deliver their direct vote in real time during the AGM by voting via the online webinar or submission of a voting card at the meeting.

Direct voting prior to the AGM

If a shareholder is unable to participate in the AGM, they are entitled to vote their shares directly by marking section A 'Vote Directly' on the Voting/Proxy Form that accompanies this Notice of Meeting or in the MUFG Investor Centre. They will not need to appoint a proxy to act on their behalf.

The shareholder should mark either the 'for' or 'against' boxes next to each item on the Voting/Proxy Form. The 'abstain' box should not be marked – if a shareholder does mark the abstain box, then the vote for that item will be invalid.

If a shareholder does not give a direction on all of the items, or if they complete both section A 'Vote Directly' and section B 'Appoint a Proxy', their vote will be passed to the Chair of the AGM as their proxy.

In accordance with clause 37(b) of the Company's Constitution, the Directors have resolved that shareholders will be able to vote directly prior to the AGM on resolutions to be considered at the AGM at any time between the date of this Notice of Meeting and 2:00pm (AEST) on Monday 3 August 2026.

Direct voting during the AGM

Online

Shareholders who provided their SRN/HIN when registering for the webinar will be able to vote directly in the online webinar at any time between the start of the AGM at 2:00pm (AEST) and the closure of voting as announced by the Chair during the AGM on Wednesday 5 August 2026.

In person

Those shareholders who choose to attend the meeting in person will be able to submit their voting cards.

Appointing a Proxy

Shareholders who are unable to attend the AGM and do not choose to vote prior to the AGM are entitled to appoint a proxy to attend the AGM on their behalf, and to vote in accordance with their instructions on the Voting/Proxy Form.

To appoint a proxy, mark section B 'Appoint a Proxy' on the Voting/Proxy Form to appoint the Chair as proxy or insert the name of an alternate proxy in the space provided.

A proxy need not be a shareholder of the Company and may be an individual or a body corporate. If a body corporate is appointed as proxy, it must appoint an individual as its corporate representative in accordance with section 250D of the Corporations Act 2001 (Cth) to exercise its power as proxy at the AGM. Evidence of this appointment must be provided to the Company prior to the commencement of the AGM.

Subject to the voting exclusions set out above, if no voting instructions are given, the proxy may vote as they see fit.

The Chair intends to vote all available and undirected proxies:

in favour of Items 2, 3, 4 and 5; and
against Item 6 if it is put to the meeting.
If a shareholder appoints a KMP (which includes each of the Directors) as proxy, the KMP will not be able to cast the shareholder's votes on Items 3, 4, 5 and 6 unless the shareholder

Notice of AGM 2026

directs the KMP how to vote or the Chair is the shareholder's proxy. If a shareholder appoints the Chair as their proxy, or the Chair is appointed as the shareholder's proxy by default, and the shareholder does not mark a voting box for Items 3, 4, 5 and 6, then by signing and returning the Voting/Proxy Form the shareholder will be expressly authorising the Chair to exercise the proxy in respect of the relevant item even though the item is connected directly or indirectly with the remuneration of KMP.

If you are a shareholder entitled to cast two or more votes, you may appoint up to two proxies and specify the proportion of voting rights or the number of votes each proxy is appointed to exercise. If a shareholder appoints two proxies but does not specify the proportion of the number of votes each proxy may exercise, each proxy may exercise half of that shareholder's votes.

How to appoint a proxy

For an appointment of a proxy to be effective, the Voting/Proxy Form with section B 'Appoint a Proxy' marked to indicate your appointment of a proxy and, if applicable, the power of attorney or other authority under which the Voting/Proxy Form is signed (or a certified copy of the power or other authority) must be received at the share registry of the Company no later than 2:00pm (AEST) on Monday 3 August 2026 (48 hours before AGM).

If your Voting/Proxy Form is signed by an attorney, or in the case of a Voting/Proxy Form submitted electronically, authenticated by an attorney, the power of attorney (or a certified copy of the power of attorney) must be received by the Share Registrar.

Appointing a corporate representative

A body corporate that is a shareholder, or that has been appointed as a proxy, must appoint an individual to act as its representative at the AGM. The appointment must comply with the requirements of section 250D of the Corporations Act 2001 (Cth).

The representative should register on behalf of a body corporate and must provide evidence of their appointment to the share registry of the Company prior to the commencement of the AGM.

If the appointment of a corporate representative is signed by an attorney, or in the case of an appointment submitted electronically, authenticated by an attorney, the power of attorney (or a certified copy of the power of attorney) must be received by the Share Registrar.

Important note

A representative will not be permitted to ask questions or to vote at the AGM if evidence of their appointment as a corporate representative has not been provided prior to the AGM.

How to submit a Voting/Proxy or evidence of appointment of corporate representative

Voting/Proxy Forms (and, if applicable, a power of attorney or other authority) and evidence of appointment of a corporate representative may be lodged by one of the following methods:

Online

If you wish to submit your appointment of proxy and voting instructions or your appointment of a corporate representative electronically, visit the MUFG Investor Centre at au.investorcentre.mpms.mufg.com.

You will need your SRN or HIN which is shown on the Proxy Form.

In person

MUFG Corporate Markets (AU) Limited
Parramatta Square
Level 22, Tower 6
10 Darcy Street
Parramatta NSW 2150

If attending in person, bring these documents with you to the AGM.

Mail

OFX Group Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia

The Company reserves the right to declare invalid any direct vote, proxy appointment or appointment of corporate representative not received in this manner.

OFX Group Limited

Explanatory Memorandum

This Explanatory Memorandum forms part of the Notice of Meeting and is intended to provide shareholders of the Company with information to assess the merits of the proposed resolutions.

The Directors recommend that shareholders read this Explanatory Memorandum in full before making any decision in relation to the resolutions.

Item 1. Financial Statements and Reports of the Directors and Auditors

In accordance with the Corporations Act 2001 (Cth), the Financial Report, Directors' Report and Auditor's Report for the financial year ended 31 March 2026 (together the Reports) will be put before the Annual General Meeting (AGM).

These Reports are in the Company's 2026 Annual Report and can be accessed on the Company's website at www.ofx.com/en-au/investors/reports-presentations.

This item does not require a formal resolution and accordingly, no vote will be held on this item.

Following consideration of the Reports, the Chair will give shareholders a reasonable opportunity to ask questions about or comment on the management of the Company.

The Chair will also give shareholders a reasonable opportunity to ask the Auditor questions relevant to:

the conduct of the audit;
the preparation and content of the Independent External 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.

The Chair will also give the Auditor a reasonable opportunity to answer questions submitted by shareholders prior to the AGM that are relevant to the content of the Independent External Auditor's Report or the conduct of the audit.

The questions must be submitted in accordance with the directions in the Shareholder Question Form by 5:00pm (AEST) on Wednesday 29 July 2026.

A list of relevant written questions submitted by shareholders will be made available at the start of the AGM and any written answer tabled by the Auditor at the AGM will be made available as soon as practicable after the AGM.

Printed copies of the Annual Report have only been mailed to those shareholders who have elected to receive a printed copy.

We encourage all shareholders to reconsider the receipt of printed materials and encourage you to change your election to receive these electronically. Please update your preference regarding communications at au.investorcentre.mpms.mufg.com.

Notice of AGM 2026

Item 2. Re-election of Robert Bazzani

Mr Robert Bazzani was appointed as a Director of the Company on 1 February 2024 and was last re-elected as a Director of the Company at the Company's 2024 AGM. Mr Bazzani will retire under Article 47(b) of the Company's Constitution and, being eligible under Article 47(c) of the Company's Constitution, offers himself for re-election as a Director of the Company.

In accordance with Article 47(b) of the Company's Constitution, if no Director would otherwise be required to retire pursuant to Article 47(a) but the ASX Listing Rules require that an election of Directors be held, the Director to retire at the AGM is the Director who has held office the longest period of time since their last election or appointment. Where two or more Directors have held office for the same period of time, the Director is determined by agreement of those Directors or by lot.

In accordance with ASX Listing Rule 14.5, an entity which has directors must hold an election of directors at each AGM.

Robert Bazzani

BSc, LLB, MBA

Chair of the Audit, Risk and Compliance Committee; Member of the Nomination Committee

Mr Bazzani is an experienced non-executive director and business leader, with over 30 years' experience in law, corporate finance and corporate advisory. Mr Bazzani's prior professional experience includes commercial law, investment banking and in professional services with global consulting firm KPMG in multiple senior roles.

Current directorships:

Chair: Mach7 Technologies Limited (from 2020)

Chair: Natrio Asia Pacific Pty Ltd (from 2020)

Chair: ORDE Financial Holdings Pty Limited (from 2021)

Mr Bazzani is also Chair of NALSPA (National Automotive Leasing & Salary Packaging Association).

Previous directorships (last 3 years):

Director: Keypath Education International Inc (2001-2024)

Interest in shares: 84,285 ordinary shares

Board recommendation

The Board (other than Mr Bazzani) has determined (after reference to, amongst other things, the Company's Board Skills Matrix and the current and future needs of the Company) that Mr Bazzani has the skills, attributes and experience required by the Company for it to effectively execute its strategy.

The Board has determined that Mr Bazzani, if re-elected, will be an Independent Non-Executive Director.

The Board (with Mr Bazzani abstaining) unanimously recommends that shareholders vote in favour of the re-election of Mr Bazzani as a Director.

The Chair of the AGM intends to vote all available and undirected proxies in favour of this resolution.

OFX Group Limited

Explanatory Memorandum

Item 3. Remuneration Report

In accordance with section 250R(2) of the Corporations Act 2001 (Cth), the Board is presenting the Company's Remuneration Report to shareholders for consideration and adoption by a non-binding vote.

The Remuneration Report was published on 19 May 2026 in the Company's 2026 Annual Report and has also been available on the Company's website since that date, www.ofx.com/en-au/investors/reports-presentations.

Although this resolution is advisory only and does not bind the Board or the Company, shareholders should note the Company received a 'first strike' against its 2025 Remuneration Report, with 39.95% votes cast against its adoption. Under the 'two strikes' rule, if 25% or more of the votes cast on this item are 'against' adopting the Company's 2026 Remuneration Report, an additional resolution (Item 6) will be put to the AGM for a 'spill' of the Board at a subsequent general meeting. The operation and consequences of a 'spill' resolution are set out on pages 21 to 22.

The Board acknowledges the 2025 outcome and the feedback from shareholders regarding aspects of the Company's remuneration framework and its application. Following the 2025 AGM, the Board, through the People, Culture and Remuneration Committee, actively engaged with shareholders and other stakeholders to better understand their perspectives and expectations. This engagement informed a targeted review of the Company's remuneration programs, metrics and disclosure.

The Board has taken steps to address these concerns and strengthen the alignment between executive remuneration and shareholder outcomes. Full details on the changes and the Board's response to shareholder feedback are provided in the Remuneration Report on pages 52 to 77 of the 2026 Annual Report.

The Remuneration Report also:

explains the Board's policies in relation to the objectives and structure of the Company's remuneration schemes;
discusses the relationship between the remuneration outcomes and the returns to shareholders;
provides details of performance conditions, why they were chosen and how performance is measured against them;
describes the governance framework of the Company's remuneration arrangements; and
sets out the remuneration arrangements for each of the Key Management Personnel (KMP).

The Board will take the outcome of the vote into account when considering future remuneration for KMP.

A voting exclusion applies to this resolution, as set out in the Notice of Meeting.

In the interests of corporate governance, the Directors abstain from making a recommendation in relation to this resolution.

The Chair of the AGM intends to vote all available and undirected proxies in favour of this resolution.

Item 4. Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY26 Short-Term Incentives

The Company is seeking approval under ASX Listing Rule 10.14 for the grant of performance rights to Mr Malcolm pursuant to Mr Malcolm's achievement under the Company's Short-Term Incentive (STI) Plan for the 2026 financial year. These performance rights will be issued under the Global Equity Plan.

Notice of AGM 2026

Why approval is required

ASX Listing Rule 10.14 requires a listed entity to obtain shareholder approval for the acquisition of securities under an employee incentive scheme by specified persons, including a Director of the Company.

If shareholder approval is obtained under Listing Rule 10.14, 81,369 performance rights (i.e. the maximum amount that could vest) may be issued to Mr Malcolm under the Global Equity Plan. Approval of this resolution will also result in the grant of these performance rights falling within exception 14 in ASX Listing Rule 7.2. If approval is given, these performance rights will not count towards the Company's capacity to issue equity securities under ASX Listing Rule 7.1.

This proposal for the grant of performance rights is consistent with the Company's remuneration framework and Mr Malcolm's remuneration structure since his appointment as Managing Director and Chief Executive Officer and as previously disclosed to shareholders.

If shareholder approval is not provided, the Directors will exercise their discretion pursuant to the terms of the Global Equity Plan which, subject to the vesting conditions described below, may include the Company acquiring shares on-market to be transferred to Mr Malcolm at the end of the one and two year vesting periods (as permitted by the Exception to Listing Rule 10.14 in Listing Rule 10.16(a)) and/or the payment of cash.

Current remuneration framework

Mr Malcolm is a Director of the Company and, therefore, any acquisition by Mr Malcolm of securities under an employee incentive scheme is covered by Listing Rule 10.14.1.

Mr Malcolm's remuneration consists of:

Fixed remuneration for FY26: $794,271 inclusive of statutory superannuation;
Short-Term Incentives: Target is 115% of total fixed remuneration – 50% of which is cash and 50% of which is deferred remuneration. The deferred remuneration is delivered in performance rights 50% of which vest after 1 year and 50% of which vest after 2 years.

For FY26 short-term incentives, Mr Malcolm will be granted 81,369 performance rights. The grant of these performance rights was subject to achievement of performance conditions by both the Company and Mr Malcolm personally. The performance rights to be granted to Mr Malcolm for FY26 short-term incentives, including the key terms and issue price of these performance rights are described under the heading 'Proposed FY26 STI grant to Mr Malcolm' on page 16; and

Long-Term Incentives: Target is 115% of total fixed remuneration all of which is deferred remuneration and delivered in performance rights which vest after 3 years subject to achieving performance metrics. For FY27 long-term incentives, Mr Malcolm will be granted 2,454,425 performance rights. The performance rights to be granted to Mr Malcolm for FY27 long-term incentives, including the key terms and issue price of these performance rights are described in Item 5 below, under the heading 'Proposed FY27 LTI Grant to Mr Malcolm' on pages 18 to 20.

FY26 STI grant

The Company's STI plan for FY26 was the same as for FY25. From FY19 the STI Plan features a Company multiplication factor, driven by Company performance metrics to be reviewed and reset annually with Threshold / Target / Stretch levels for each metric (Company Performance Metrics).

FY26 Company Performance Metrics were set at:

Underlying NOI (30%);
Underlying EBT (30%);
Strategic Investments (20%); and
ESG (20%).

All employees, including Mr Malcolm, also have individual performance measures to be equally weighted.

For certain employees, including Mr Malcolm, there is a component of the total STI award that is deferred. The purpose of the STI deferral and grant of performance rights is to drive further

OFX Group Limited

Explanatory Memorandum

alignment between employee and shareholder interests, and to provide a clear focus on long-term sustainable growth.

Deferred STI is granted in the form of performance rights issued under the Global Equity Plan.

Proposed FY26 STI Grant to Mr Malcolm

For the 2026 financial year Mr Malcolm's STI target was 115% of his TFR and his STI achievement, as assessed by the Board was 10%. This was calculated based on a 10% funding from the Company Performance Metrics and an individual performance of "Meets Expectations" measured against his individual KPIs.

Mr Malcolm's STI payment is settled 50% cash and the remaining 50%, subject to shareholder approval, deferred equity intended to be delivered in performance rights with 50% vesting one year after issue and the other 50% vesting two years after issue.

Mr Malcolm's STI equity grant for FY26 is $45,671 equating to a maximum of 81,369 performance rights, each with a value of $0.56128 determined by the Company using the method described under 'Issue Price' in the table below.

The Board retains discretion to determine the form of delivery of Mr Malcolm's deferred STI, including to satisfy all or part of the award in cash rather than by the grant or vesting of performance rights.

Details of the STI equity grant for FY26:

Issue price	The performance rights will be issued using the volume weighted average price of the ordinary shares of the Company during the ten trading days from 19 May 2026 to 1 June 2026, being $0.56128^{1}.
Value	The value the Company attributes to each performance right is $0.56128 being the issue price.
Consideration	The performance rights will be issued for nil consideration. There is no loan re-payable by Mr Malcolm in respect of these performance rights.
Date of issue	If shareholder approval is obtained, the performance rights are expected to be issued to Mr Malcolm no later than 12 months after the AGM.
If approved, performance rights will be issued using an effective grant date of 5 August 2026.
Vesting	The performance rights will vest for nil consideration on 15 June 2027 and 15 June 2028, at which time one performance right will convert to one fully paid ordinary share. In accordance with the terms of the Global Equity Plan, the performance rights will not confer any legal or equitable interest in shares represented by the performance rights until the vesting date.
The Board may determine that a vested performance right will be satisfied by the Company making a cash payment to Mr Malcolm in lieu of allocating shares.
Trading restrictions	The shares granted to Mr Malcolm upon vesting of the performance rights will not be subject to a holding lock.
Dividends	Mr Malcolm has no right to receive dividends or distributions in respect of un-vested performance rights.
Adjusted events	The Board has discretion to determine that the performance rights will lapse or be deemed forfeited, the vesting conditions or vesting dates are varied, or that Mr Malcolm will be required to transfer shares acquired upon vesting in the circumstances set out in the ‘Other considerations’ section below.
Additional information	Details of the shares issued to Mr Malcolm under the STI Plan will be published in the Company's annual report for FY26, along with a statement that approval for the issue of those shares was obtained under ASX Listing Rule 10.14.
Mr Malcolm is the only Director currently entitled to participate in the STI Plan. If any additional person(s) covered by ASX Listing Rule 10.14 who are not named in the Notice of Meeting become entitled to participate in the STI Plan after this resolution is approved at the AGM, and who were not named in the Notice of Meeting, they will not participate until shareholder approval is obtained under that rule.

1 VWAP is rounded to 5 decimal places.

Notice of AGM 2026

Issues of securities under the OFX Group Limited Global Equity Plan

Since the Global Equity Plan was re-approved by shareholders at the 2025 AGM a total of 153,129 performance rights have been issued to Mr Malcolm under the Global Equity Plan pursuant to the STI Plan for nil consideration.

In addition, Mr Malcolm was issued 1,736,221 performance rights under the Global Equity Plan for nil consideration in respect of LTI in accordance with the approvals granted at the 2025, 2024 and 2023 AGMs.

It is also proposed that Mr Malcolm will be issued 2,454,425 performance rights under the Global Equity Plan in respect of FY27 LTI on the terms set out in Item 5 below.

No other securities have been issued to Directors or their associates under the Global Equity Plan since it was approved at the 2025 AGM.

The Company's Non-Executive Directors receive fixed fees and are not eligible to participate in any incentive scheme. As Managing Director and Chief Executive Officer, Mr Malcolm is the only Director entitled to participate in the Global Equity Plan.

Other considerations

The Board's view is that this award is appropriate to reflect the Company's performance in FY26 under Mr Malcolm's guidance. The grant of performance rights will encourage a focus on the future success of the business and is aligned with the long-term interests of shareholders.

Performance rights do not provide Mr Malcolm with the full benefit of share ownership (such as dividend and voting rights) unless the performance rights vest.

If Mr Malcolm ceases to be an employee all vested and unvested performance rights will be retained by him unless the Board exercises its discretion to determine that those performance rights will lapse or be forfeited.

Where in the opinion of the Board, Mr Malcolm acts fraudulently or dishonestly, or is in material breach of his obligations to the Company and/or its subsidiaries, any unvested plan interests, vested but unexercised options or rights and/or any restricted shares will lapse or are deemed forfeited (as applicable) immediately, unless the Board determines otherwise.

The Board has discretion to determine that one or more of the following will apply with respect to Mr Malcolm's grant:

some or all of the performance rights will lapse or deemed forfeited;
the vesting conditions will be varied;
the vesting date will be varied;
the performance period will be varied; or
Mr Malcolm will be required to transfer some or all of the shares acquired by him (or some or all of the cash if the performance rights are settled in cash) upon vesting of the performance rights for no consideration, or pay an amount equal to the market value of those shares on the date of acquisition or disposal,

as the Board deems necessary to:

protect the financial soundness of the Company;
respond to material examples of his misconduct, risk events or failure to take accountability;
reflect financial or non-financial risk-taking behaviour or non-compliance with legislation or the Company's Risk Management Framework; or
respond to significant unexpected or unintended consequences that were not foreseen on the date of the grant or any vesting date.

If there is a control event, the Board may in its discretion convert all or any of the rights to shares or permit the exercise of some or all rights or options, whether or not vesting conditions have been satisfied. Further, the Board may remove any disposal restrictions, whether or not all requirements have been satisfied.

OFX Group Limited

Explanatory Memorandum

Board recommendation

The Board (other than Mr Malcolm) considers that the proposed issue of performance rights under the Global Equity Plan to Mr Malcolm in respect of FY26 STI is appropriate and is in the best interests of the Company and its shareholders, as the issue of performance rights strengthens the alignment of Mr Malcolm's interests with shareholders, and the performance rights provide a strong link between the reward for Mr Malcolm's performance and Company performance.

Mr Malcolm makes no recommendation on how to vote on Item 4 in light of his direct interest in Item 4.

A voting exclusion applies to this resolution and is set out in the Notice of Meeting.

The Board (Mr Malcolm abstaining) recommends that shareholders vote in favour of this resolution.

The Chair of the AGM intends to vote all available and undirected proxies in favour of this resolution.

Item 5. Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY27 Long-Term Incentives

The Company is seeking shareholder approval under ASX Listing Rule 10.14 for the proposed issue of performance rights to Mr Malcolm under the Global Equity Plan in respect of Mr Malcolm's FY27 Long-Term Incentive (LTI).

Why approval is required

If shareholder approval is obtained under Listing Rule 10.14, up to 2,454,425 performance rights (i.e. the maximum amount that could vest) may be issued to Mr Malcolm under the Global Equity Plan. Approval of this resolution will also result in the grant of these performance rights falling within exception 14 in ASX Listing Rule 7.2. If approval is given, these performance rights will not count towards the Company's capacity to issue equity securities under ASX Listing Rule 7.1.

If shareholder approval is not provided, the Directors may exercise their discretion pursuant to the terms of the Global Equity Plan which, subject to the vesting conditions described below, may include the Company acquiring shares on-market to be transferred to Mr Malcolm at the end of the three year vesting period (as permitted by the Exception to Listing Rule 10.14 in Listing Rule 10.16(a)) and/or the payment of cash.

Current remuneration framework

Mr Malcolm is a Director of the Company and, therefore, any acquisition by Mr Malcolm of securities under an employee incentive scheme is covered by Listing Rule 10.14.1.

Mr Malcolm's current remuneration is described in Item 4 above under the heading 'Current Remuneration Framework'.

Proposed FY27 LTI grant to Mr Malcolm

FY27 LTI is intended to be granted in the form of performance rights issued under the Global Equity Plan.

For FY27, Mr Malcolm's LTI grant value is $918,413, equating to a maximum of 2,454,425 performance rights, each with a value of $0.56128 by the Company using the method described under 'Issue price' in the table below.

The Board retains discretion to determine the form of delivery of Mr Malcolm's deferred LTI, including to satisfy all or part of the award in cash rather than by the grant or vesting of performance rights.

Notice of AGM 2026

Details of the LTI equity grant for FY27:

FY27 LTI grant value	$918,413 being 115% of Mr Malcolm's Total Fixed Remuneration as at 1 June 2026 of $798,620.
Number of performance rights	Maximum of 2,454,425 performance rights determined by dividing the dollar value of Mr Malcolm's LTI Grant value by the 'Issue price' and multiplying this number by 150% (being the stretch target for the performance rights).
Issue price	The performance rights will be issued using the fair market value of the performance rights calculated as the volume weighted average price of the ordinary shares of the Company during the ten trading days following 19 May 2026 (being the date on which the FY26 results were announced), being $0.56128².
Value	The value the Company attributes to each performance right is $0.56128 being the Issue Price.
Consideration	The performance rights will be issued for nil consideration. There is no loan re-payable by Mr Malcolm in respect of these performance rights.
Date of issue	If shareholder approval is obtained, the performance rights are expected to be issued to Mr Malcolm no later than 12 months after the AGM.
If approved, performance rights will be issued using an effective grant date of 5 August 2026.
Vesting	The performance rights will vest for nil consideration when the Board determines that the vesting conditions have been satisfied, at which time one performance right will convert to one fully paid ordinary share. This is expected to be on/around 15 June 2029. In accordance with the terms of the Global Equity Plan, the performance rights will not confer any legal or equitable interest in shares represented by the performance rights until the vesting date.
The Board may determine that a vested performance right will be satisfied by the Company making a cash payment to Mr Malcolm in lieu of allocating shares.
Vesting conditions	Tranche	Threshold (25%)	Target (100%)	Stretch (150%)
	Tranche A (EPS): 50% of FY27 LTI grant
Compound Annual Growth Rate (CAGR) of Normalised Earnings Per Share (Normalised EPS) over a performance period of three financial years commencing 1 April 2026.	15%	30%	45%
	Tranche B (aTSR): 50% of FY27 LTI grant
CAGR of Absolute Total Shareholder Return (aTSR) over a performance period of three financial years commencing 1 April 2026.
	In addition to the Tranche B vesting conditions, a 'gateway' condition applies to Tranche B wherein normalised earnings over the 3-year performance period must be accretive. Following the end of the 3-year performance period, if the normalised earnings 'gateway' condition is met, the vesting conditions for Tranche B can be assessed.	22%	31%	40%
	Vesting schedule	17%	67%	100%
	Continuous active employment until the vesting date. The Board being satisfied that no circumstance giving rise to a right to claw back has arisen.

2 VWAP is rounded to 5 decimal places.

OFX Group Limited

Explanatory Memorandum

Vesting schedule	Each of Tranche A and Tranche B will vest in accordance with the following vesting schedule:
	Performance measure	% of performance rights in the relevant tranche that vest
	Below threshold	Nil
	Threshold	17%
	Between threshold and target	17% – 67% on a straight line sliding scale
	Target	67%
	Between target and stretch	67% - 100% on a straight line sliding scale
	Stretch and above	100%
Trading restrictions	The shares granted to Mr Malcolm upon vesting of the performance rights will not be subject to a holding lock.
Dividends	Mr Malcolm has no right to receive dividends or distributions in respect of un-vested performance rights.
Adjusted events	The Board has discretion to determine that the performance rights will lapse or be deemed forfeited, the vesting conditions or vesting dates are varied or that Mr Malcolm will be required to transfer shares acquired upon vesting in the circumstances set out in the ‘Other considerations’ section below.
Additional information	Details of the shares issued to Mr Malcolm under the FY27 LTI grant will be published in the Company’s annual report for FY30, along with a statement that approval for the issue of those shares was obtained under ASX Listing Rule 10.14.
Mr Malcolm is the only Director currently entitled to participate in the LTI Plan. If any additional person(s) covered by ASX Listing Rule 10.14 who are not named in the Notice of Meeting become entitled to participate in the LTI Plan after this resolution is approved at the AGM, and who were not named in the Notice of Meeting, they will not participate until shareholder approval is obtained under that rule.

Issues of securities under the Global Equity Plan

Since the Global Equity Plan was approved by shareholders at the 2025 AGM, the only securities issued to Directors or their associates under the Global Equity Plan are the performance rights and ordinary shares described in Item 4 above. It is proposed that Mr Malcolm will also be issued 81,369 performance rights under the Global Equity Plan in respect of FY26 STI on the terms set out in Item 4 above.

No other securities have been issued to Directors or their associates under the Global Equity Plan.

Other considerations

The Directors (excluding Mr Malcolm) have considered whether it is appropriate to proceed with seeking approval and making the proposed FY27 LTI grant to Mr Malcolm pursuant to the Global Equity Plan.

The grant of performance rights will encourage a focus on the future success of the business and is aligned with the long-term interests of shareholders. Performance rights do not provide Mr Malcolm with the full benefit of share ownership (such as dividend and voting rights) unless the performance rights vest.

Notice of AGM 2026

Where in the opinion of the Board, Mr Malcolm acts fraudulently or dishonestly or is in material breach of his obligations to the Company and/or its subsidiaries, any unvested plan interests, vested but unexercised options or rights and/or any restricted shares will lapse or are deemed forfeited (as applicable) immediately, unless the Board determines otherwise.

The Board has discretion to determine that one or more of the following will apply with respect to Mr Malcolm's grant:

some or all of the performance rights will lapse or deemed forfeited;
the vesting conditions will be varied;
the vesting date will be varied;
the performance period will be varied; or
Mr Malcolm will be required to transfer some or all of the shares acquired by him (or some or all of the cash if the performance rights are settled in cash) upon vesting of the performance rights for no consideration, or pay an amount equal to the market value of those shares on the date of acquisition or disposal,

as the Board deems necessary to:

protect the financial soundness of the Company;
respond to material examples of his misconduct, risk events or failure to take accountability;
reflect financial or non-financial risk-taking behaviour or non-compliance with legislation or the Company's Risk Management Framework; or
respond to significant unexpected or unintended consequences that were not foreseen on the date of the grant or any vesting date.

Board recommendation

The Board (other than Mr Malcolm) considers that the proposed issue of performance rights under the Global Equity Plan to Mr Malcolm in respect of FY27 LTI grant is appropriate and is in the best interests of the Company and its shareholders, as the issue of performance rights strengthens the alignment of Mr Malcolm's interests with shareholders, and the performance rights provide a strong link between the reward for Mr Malcolm's performance and Company performance.

Mr Malcolm makes no recommendation on how to vote on Item 5 in light of his direct interest in Item 5.

A voting exclusion applies to this resolution and is set out in the Notice of Meeting.

The Board (with Mr Malcolm abstaining) recommends that shareholders vote in favour of this resolution.

The Chair of the AGM intends to vote all available and undirected proxies in favour of this resolution.

Item 6. Spill resolution – conditional resolution

The Corporations Act includes a 'two-strike' rule in relation to remuneration reports. The two-strike rule provides that, if at least 25% of the votes cast on the resolution to adopt the remuneration report at two consecutive AGMs are against adopting the remuneration report, shareholders will have the opportunity to vote on a spill resolution (described below) at the second AGM.

At last year's AGM, at least 25% of the votes cast on the resolution to adopt the FY25 Remuneration Report were against adopting the report (the first strike).

Accordingly, if at least 25% of the votes cast on Item 3 at the 2026 AGM are against adopting the FY26 Remuneration Report, this will constitute a 'second strike', and Item 6 will be put to the meeting and voted on as required by section 250V of the Corporations Act (the Spill Resolution).

OFX Group Limited

Explanatory Memorandum

If less than 25% of the votes cast on Item 3 are against adopting the FY26 Remuneration Report, then there will be no second strike, and the Spill Resolution will not be put to the meeting.

If the Spill Resolution is put to the meeting, it will be conducted by way of poll and considered as an ordinary resolution, which means that, to be passed, the resolution requires the approval of a simple majority of the votes cast by or on behalf of shareholders entitled to vote on the resolution.

If the Spill Resolution is passed, a further general meeting must be held within 90 days after the 2026 AGM. Immediately before the end of the Spill Meeting, any directors (other than the Managing Director) who:

are in office at that time; and
were in office when the Board approved the 2026 Directors' Report (Relevant Directors), will cease to hold office.

As at the date of this Notice, the Relevant Directors in office are:

Jacqueline Hey
Robert Bazzani
Connie Carnabuci
Patricia Cross
Cathy Kovacs

Even if Mr Bazzani is re-elected at the AGM under Item 2, he will need to be confirmed at the Spill Meeting to remain in office.

The Spill Meeting would consider the re-election of directors, and each of the Relevant Directors would be eligible to seek re-election.

Board recommendation

The Board recommends shareholders consider its response to the 'first strike' received at the 2025 AGM, as detailed on page 14 in relation to Item 3 and as set out in the Remuneration Report on pages 52 to 77 of the Company's 2026 Annual Report, when deciding how to vote on any Spill Resolution put to the AGM.

A voting exclusion applies to this resolution and is set out in the Notice of Meeting.

The Board unanimously recommend shareholders vote against this Item.

The Chair intends to vote all available proxies against this Item.

Notice of AGM 2026

Contact information

Head Office

OFX Group Limited (ABN 12 165 602 273)
Level 19, 60 Margaret Street
Sydney NSW 2000
Australia
Telephone: +61 2 8667 8000
Facsimile: +61 2 8667 8080
Email: [email protected]

Company Secretaries

Adrian Wong
Rebecca Blair

Shareholder information

www.ofx.com/en-au/investors/

Share Register

MUFG Corporate Markets (AU) Limited
Liberty Place, Level 41, 161 Castlereagh Street
Sydney NSW 2000 Australia
Telephone: 1300 554 474
Facsimile: +61 2 9287 0303

Annual Report

To request a copy of the Annual Report, please call MUFG Corporate Markets (AU) Limited or email: [email protected]
Electronic versions of OFX's Annual Report are available at www.ofx.com/en-au/investors/reports-presentations/

Australian Securities Exchange Listing

OFX

OFX Group Limited
ABN 12 165 602 273

OFX

ABN 12 165 602 273

LODGE YOUR VOTE/PROXY

ONLINE
https://au.investorcentre.mpms.mufg.com

BY MOBILE DEVICE
https://au.investorcentre.mpms.mufg.com
or by scanning the QR code overleaf

BY MAIL
OFX Group Limited
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A14
Sydney South NSW 1235 Australia

BY HAND
MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150

ALL ENQUIRIES TO
Telephone: 1300 554 474
Overseas: +61 1300 554 474

X99999999999

VOTING/PROXY FORM

I/We being a member(s) of OFX Group Limited and entitled to attend and vote hereby appoint:

A VOTE DIRECTLY

elect to lodge my/our vote(s) directly (mark box)

in relation to the Annual General Meeting of the Company to be held at 2:00pm (AEST) on Wednesday, 5 August 2026, and at any adjournment or postponement of the Meeting.

Note: If you mark Box A above and do not mark a voting box in Step 2 for all of the items, or if you complete both Box A and Box B in Step 1, you will be deemed to have appointed the Chair of the Meeting as your proxy.

B APPOINT A PROXY

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name and email of the person or body corporate you are appointing as your proxy

or follow the person or body corporate named, or if no person or body corporate is named, the Chair of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 2:00pm (AEST) on Wednesday, 5 August 2026 (the Meeting) and at any postponement or adjournment of the Meeting.

The Meeting will be conducted as hybrid meeting. You can participate by attending at the OFX office at Level 20, 60 Margaret Street, Sydney or by logging in online at www.ofx.com/en-au/investors/agm (refer to details in the OFX Online AGM Guide).

Important for Items 3, 4, 5 & 6: If the Chair of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting attention below, you expressly authorise the Chair of the Meeting to exercise the proxy in respect of items 3, 4, 5 & 6, even though the items are connected directly or indirectly with the remuneration of a member of the Company's Key Management Personnel (KMP).

The Chair of the Meeting intends to vote undirected proxies in favour of Items 2 - 5 and against Item 6.

VOTING DIRECTIONS

Direct Votes and Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting.

Please read the voting instructions overleaf before marking any boxes with an ☐

Items	Board recommendation	For	Against	Abstain*
2 Re-election of Mr Robert Bazzani	FOR	☐	☐	☐
3 Remuneration Report	FOR	☐	☐	☐
4 Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY26 Short Term Incentives	FOR	☐	☐	☐
5 Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY27 Long Term Incentives	FOR	☐	☐	☐
6 Spill resolution – conditional resolution	AGAINST	☐	☐	☐

If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a poll and your votes will not be counted in computing the required majority on a poll. Do not mark the Abstain box if you ticked the box under A Vote Directly to indicate that you wish to vote directly.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual)
Joint Shareholder 2 (Individual)
Joint Shareholder 3 (Individual)

Sole Director and Sole Company Secretary
Director/Company Secretary (Delete one)
Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder's attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the Company's constitution and the Corporations Act 2001 (Cth).

OFX PRX2601N

HOW TO COMPLETE THIS SHAREHOLDER VOTING/PROXY FORM

YOUR NAME AND ADDRESS

This is your name and address as it appears on the Company's share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

VOTING UNDER BOX A – VOTE DIRECTLY

If you ticked the box under Box A you are indicating that you wish to vote directly. Please only mark either "for" or "against" for each item. Do not mark the "abstain" box. If you mark the "abstain" box for an item, your vote for that item will be invalid.

If no direction is given on all of the items, or if you complete both Box A and Box B, your vote may be passed to the Chair of the Meeting as your proxy.

Custodians and nominees may, with the Share Registrar's consent, identify on the Voting Form the total number of votes in each of the categories "for" and "against" and their votes will be valid.

If you have lodged a direct vote, and then you attend the Meeting and choose to vote, your vote at the Meeting will cancel your direct vote.

The Chair's decision as to whether a direct vote is valid is conclusive.

VOTING UNDER BOX B – APPOINTMENT OF PROXY

If you wish to appoint the Chair of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please write the name and email address of that individual or body corporate in Step 1. If you leave this section blank, the Chair of the Meeting will be your proxy. A proxy need not be a shareholder of the Company. If you are appointing a body corporate as your proxy, any individual who will attend and vote at the AGM as the representative of that body corporate must provide evidence of their appointment as corporate representative.

DEFAULT TO CHAIR OF THE MEETING

Any directed proxies that are not voted on a poll at the Meeting will default to the Chair of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chair of the Meeting will be voted according to the instructions set out in this Proxy Form. If the Chair of the Meeting is your proxy or becomes your proxy by default, and you do not provide voting directions, then by submitting this Voting/Proxy Form you are expressly authorising the Chair of the Meeting to exercise your proxy on items that are connected directly or indirectly with the remuneration of KMP.

VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the item, your proxy may vote as they choose subject to any voting restrictions that apply to the proxy. If you mark more than one box on an item your vote on that item will be invalid.

APPOINTMENT OF A SECOND PROXY

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Voting/Proxy Form may be obtained by telephoning the Company's share registry or you may copy this form and return them both together.

To appoint a second proxy you must:

(a) on each of the first Voting/Proxy Form and the second Voting/Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.

PROXY VOTING BY KMP

The KMP of the Company (which includes each of the Directors) and their closely related parties will not be able to vote as your proxy on Items 3, 4, 5 and 6 unless you direct them how to vote or the Chair of the Meeting is your proxy. If you intend to appoint a member of the KMP or one of their closely related parties as your proxy, you can direct them how to vote by following the instructions in this Voting/Proxy Form.

SIGNING INSTRUCTIONS

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the shareholder must sign.

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the Share registry. If you have not previously lodged

this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 (Cth)) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

LODGEMENT OF A VOTING/PROXY FORM

This Voting/Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 2:00pm (AEST) on Monday, 3 August 2026, being not later than 48 hours before the commencement of the Meeting. Any Voting/Proxy Form received after that time will not be valid for the scheduled Meeting.

Voting/Proxy Forms may be lodged using the reply paid envelope or:

2 ONLINE

https://au.investorcentre.mpms.mufg.com

Login to the Investor Centre using the holding details as shown on the Voting/Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their "Holder Identifier" - Securityholder Reference Number (SRN) or Holder Identification Number (HIN).

3 BY MOBILE DEVICE

Our voting website is designed specifically for voting online. You can now lodge your vote by scanning the QR code adjacent or enter the voting link.

https://au.investorcentre.mpms.mufg.com into your mobile device. Log in using the Holder Identifier and postcode for your shareholding.

QR Code

To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device.

4 BY MAIL

OFX Group Limited

C/- MUFG Corporate Markets (AU) Limited

Locked Bag A14

Sydney South NSW 1235

Australia

5 BY HAND

delivering it to MUFG Corporate Markets (AU) Limited*

Parramatta Square

Level 22, Tower 6

10 Darcy Street

Parramatta NSW 2150

During business hours (Monday to Friday, 9:00am–5:00pm)

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting virtually the appropriate "Certificate of Appointment of Corporate Representative" must be received at [email protected] prior to admission in accordance with the Notice of Annual General Meeting. A form of the certificate may be obtained from the Company's share registry or online at www.mpms.mufg.com/en/mufg-corporate-markets.

OFX

Online AGM Guide

Annual General Meeting

Wednesday 5 August 2026 – 2:00pm

OFX Group Limited

ABN 12 165 602 273

OFX is hosting its 2026 Annual General Meeting in hybrid format

You are invited to attend virtually via Zoom and below details the step-by-step instructions to register and join.

Step 1

Register to attend the AGM

https://ofx.zoom.us/webinar/register/WN_UNMLBhxZRO-aogep6l5BiQ

Anyone can join OFX's Annual General Meeting (AGM) however only shareholders and proxyholders are able to vote or ask questions.

If you are a shareholder or a proxyholder, please ensure that you enter your Security Holder Reference Number (SRN), Holder Identification Number (HIN) or proxy code (provided by MUFG Corporate Markets) on the registration page. If you do not, you will not be able to ask questions or vote during the AGM.

After registering, you will receive an email with details of how to join the AGM, including your own unique joining link. If you do not receive an email, please complete the registration form again.

Contact [email protected] for support.

OFX

Step 2

Download and install the Zoom App

If you already have Zoom installed on your device, you can skip this step.

Visit https://zoom.us/download on any device.

Search Zoom Client Meetings in any browser, iOS App Store or Google Play Store.

If you are unable to install Zoom App on your device, you can join the AGM by telephone by dialing in the meeting using the dial-in details listed in your registration email. If you join by telephone, you will not be able to vote during the AGM.

Step 3

Access your invitation email

Following registration, you will receive an invitation email with all the details you need to join OFX's AGM on 5 August 2026 at 2:00pm AEST, including:

your own unique link to join the webinar; and
call numbers for telephone, if required.

What to do if you don't receive your invitation email

If you don't receive your invitation email, please complete the registration process again.

Contact [email protected] for support.

OFX

Step 4

Test your Zoom App prior to the AGM

The AGM is scheduled to commence at 2:00pm on 5 August 2026. You can test your Zoom App by clicking on the link in your invitation email or by launching Zoom directly on your device.

For technical issues, please visit the Zoom Help Centre: support.zoom.com.

If you are unable to resolve your issue via the Zoom Help Centre, please email [email protected] and provide details of the issue so that we can assist.

Step 5

Join the AGM on Wednesday 5 August 2026 prior to 2:00pm

Join the AGM by clicking on the your unique joining link in your invitation email.

You will receive a reminder email with details of the AGM, including how to join, one day before the AGM.

We recommend you join the AGM at least 10 minutes before the commencement, to ensure you can connect and to resolve any potential technical issues.

Support for connectivity will not be provided after the commencement of the AGM. If you are unable to join via Zoom, please refer to your invitation email which has dial-in numbers to enable you to join by telephone.

Location	Date and time
Sydney (Australia)	Wednesday 5 August 2026 at 2:00pm
Auckland (New Zealand)	Wednesday 5 August 2026 at 4:00pm
Hong Kong	Wednesday 5 August 2026 at noon
London (England)	Wednesday 5 August 2026 at 5:00am
Toronto (Canada)	Wednesday 5 August 2026 at midnight
Edmonton (Canada)	Tuesday 4 August 2026 at 10:00pm
San Francisco (USA)	Tuesday 4 August 2026 at 9:00pm
Singapore	Wednesday 5 August 2026 at noon
Dublin (Ireland)	Wednesday 5 August 2026 at 5:00am

OFX

What to do if you have problems joining the AGM

Try restarting your Zoom App.
Revisit your invitation email and ensure you are selecting the correct link to join.
Try another device such as your smartphone. Zoom works on both iPhone and Android devices:
Apple – visit the App Store.
Android – visit the Google Play Store.
Dial into the AGM by phone on the global phone numbers provided in your invitation email.
Contact OFX at [email protected].

For urgent issues on the day of the AGM, call +61 2 8667 9160. Only limited support can be provided once the AGM commences.

OFX

Asking questions during the Annual General Meeting

Shareholders or proxyholders who have provided their SRN, HIN number or proxy code when registering can ask questions during the AGM. Questions from attendees who have not provided their shareholder or proxy details will not be answered.

You can submit a question to the management/board online by typing it in the Q&A box at any time during the AGM, or you can ask a question verbally during the AGM.

Not all questions are guaranteed to be answered during the AGM, but we will do our best to address your concerns.

Step 1

Select the Q&A button in the menu bar

Navigate to the lowest section of your Zoom window and the bottom menu bar will appear. Click on the Q&A button, shown below:

Step 2

Complete the question card

Enter your full name, your shareholder number/proxy code and either:

type your question into the space provided; or
indicate you will ask your question verbally.

As only shareholders and proxyholders can ask questions, your name and SRN, HIN number or proxy code must be validated before your question can be asked.

Asking your question verbally during the AGM

If you would like to ask your question verbally during the AGM, at the appropriate time, the moderator will indicate directly to you via the Question and Answer box that you can ask your question and your microphone will be turned on enabling you to ask your question.

If your question can not be heard, the moderator will ask you to type your question into the Question and Answer box and the moderator will ask the question on your behalf.

OFX

Voting during the Annual General Meeting

Shareholders or proxyholders who have not previously voted are able to cast their vote at any time between the start of voting and the closure of voting as announced by the Chair during the AGM.

Please ensure you have provided your SRN, HIN number or proxy code when registering your attendance otherwise your vote will not be valid. You will cast your vote on the voting card via the Zoom Poll.

If you have already voted using the Voting/Proxy Form prior to the AGM and vote again using the voting card during the AGM, your prior vote will not be valid.

Step 1

Complete the voting card

During the AGM, the Chair will indicate that the voting is open and the voting card will be shown.

The voting card can be repositioned on your screen.

There are up to 6 items to be voted on by shareholders at the AGM as set out in the Notice of Meeting. In order to submit your voting card you must select one of the following options for each item:

For
Against
Abstain

Please use the scroll bar on the right-hand side of the voting card to view and respond to all items on the voting card.

Step 2

Submit your vote

After completing all items in the vote, please click the Submit button at the bottom of the voting card.

OFX Annual General Meeting - Shareholder & Proxy

Item 2. Re-election of [Director's name] (Single choice) *
☐ For
☐ Against
☐ Abstain

OFX

AI assistant

OFX GROUP LIMITED — Proxy Solicitation & Information Statement 2026

65487_rns_2026-07-05_b5c922fb-e218-4cf2-a744-b79ad0912fb5.pdf

OFX Group Limited

NOTICE OF ANNUAL GENERAL MEETING

Authorised for release to the ASX by the Company Secretary, Adrian Wong

About OFX Group (ASX: OFX)

Notice of Meeting

Contents

Chair's letter

Dear Fellow Shareholders

Hybrid meeting

Notice of Meeting

Annual Report

Voting

Questions

Notice of Meeting

Items of Business

Item 1. Financial statements and Reports of the Directors and Auditors

Item 2. Re-election of Robert Bazzani

Item 3. Remuneration Report

Item 4. Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY26 Short-Term Incentives

Item 5. Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY27 Long-Term Incentives

Item 6. Spill resolution – conditional resolution

Voting Exclusion Statement

Item 3. Remuneration Report

Item 4. Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY26 Short-Term Incentives

Item 5. Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY27 Long-Term Incentives

Voting Exclusion Statement

Item 6. Spill resolution – conditional resolution

Restrictions on KMP voting undirected proxies

Notes

Discussion and shareholder questions

Webinar

Voting information

Entitlement to vote

Voting by poll

Notes

Direct voting

Direct voting prior to the AGM

Direct voting during the AGM

Online

In person

Appointing a Proxy

How to appoint a proxy

Appointing a corporate representative

Important note

How to submit a Voting/Proxy or evidence of appointment of corporate representative

Online

In person

Mail

Explanatory Memorandum

Item 1. Financial Statements and Reports of the Directors and Auditors

Item 2. Re-election of Robert Bazzani

Robert Bazzani

Current directorships:

Previous directorships (last 3 years):

Board recommendation

Explanatory Memorandum

Item 3. Remuneration Report

Item 4. Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY26 Short-Term Incentives

Why approval is required

Current remuneration framework

FY26 STI grant

Explanatory Memorandum

Proposed FY26 STI Grant to Mr Malcolm

Issues of securities under the OFX Group Limited Global Equity Plan

Other considerations

Explanatory Memorandum

Board recommendation

Item 5. Issue of performance rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY27 Long-Term Incentives

Why approval is required

Current remuneration framework

Proposed FY27 LTI grant to Mr Malcolm

Explanatory Memorandum

Issues of securities under the Global Equity Plan

Other considerations

Board recommendation

Item 6. Spill resolution – conditional resolution

Explanatory Memorandum

OFX GROUP LIMITED Proxy Solicitation & Information Statement 2026