AF Legal : Addendum to Notice of Annual General Meeting

For personal use only

18 November 2021

Dear Sir/Madam

Addendum to Notice of 2021 Annual General Meeting

AF Legal Group Ltd (ASX: AFL) (Company or AFL) gives notice to its shareholders that, in relation to the Notice of Annual General Meeting (AGM) dated 29 October 2021 (Notice of AGM), in respect of the proposed AGM detailed below, the Directors have determined to issue an addendum to the Notice of AGM (Addendum).

Time and date of AGM:

Monday 29 November 2021, commencing at 3:00PM (AEDT) as a virtual meeting.

Location of AGM:

Virtual meeting held by Automic Share Registry

Reason for the Addendum to Notice of AGM

Defined terms in the Notice of AGM have the same meaning in the Addendum.

The Addendum has resulted following feedback and discussions from shareholders in relation to the Performance Rights to be issued to the Directors of the Company. Further to said discussions, the Board has determined to reduce the quantity of Performance Rights to be issued to the Directors, from 3,890,000 to 2,000,000 Performance Rights, and provide greater clarity as to when the Performance Rights vest in respect to EBITDA performance.

The changes outlined above are achieved by amending Resolutions 7, 8, 9, and 10 and the Explanatory Statement in the Notice of AGM. For ease of reference these changes can be viewed as marked upon pages 3 - 13 of the Addendum.

Where to find the Addendum to Notice of AGM

In accordance with the Treasury Laws Amendment (2021 Measures No.1) Act 2021 which came into force on 14 August 2021, the Company will not be dispatching physical copies of the Notice of Meeting or Addendum to Shareholders. Instead, copies of the Notice of Meeting and Addendum are available to Shareholders electronically and can be viewed and downloaded online at the following link:https://www.australianfamilylawyers.com.au/about-us/investor-announcements. Alternatively, the Notice of Meeting and Addendum are also available on the Company's ASX market announcements page (ASX: AFL).

Voting by proxy

Shareholders who have already submitted a proxy form for Resolutions 7, 8, 9 or 10 are not required to resubmit a proxy form as a result of the amendments to the Notice of AGM, unless that shareholder wishes to lodge a revised proxy form.

Any shareholder wishing to lodge a revised proxy form may obtain another proxy from by contacting the Company Secretary on [phone], or Automic Share Registry on [e-mail] [phone] (callers within Australia) or [phone] (callers outside of Australia). All proxy forms received to date by the Company will be treated as valid unless a revised proxy form is received.

Your Proxy instruction must be received no later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

For personal use only

Yours faithfully

Grant Dearlove

Executive Chairman

For Further information, please contact:

Grant Dearlove - Executive Chairman

[e-mail]

Maggie Niewidok - Company Secretary [phone]

Automic Registry Services

Ph: 1300 288 664 (callers within Australia) or [phone] (callers outside of Australia)

For personal use only

AF Legal Group Limited

https://www.australianfamilylawyers.com.au/

Level 3, 411 Collins Street

Melbourne VIC 3000

ACN: 063 366 487

AF Legal Group Ltd

Addendum to Notice of 2021 Annual General Meeting

Explanatory Statement | Proxy Form

Monday, 29 November 2021

3:00PM AEDT

Address

The AGM will be conducted as a virtual meeting, accessible online.

This Addendum to Notice of 2021 Annual General Meeting should be read together with the Notice of Annual General Meeting (as lodged with the ASX on 29 October 2021). Both documents should be read in their entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

For personal use only

Addendum to Notice of Annual General Meeting

AF Legal Group Ltd (ASX: AFL) (Company or AFL) gives notice to its shareholders that, in relation to the Notice of Annual General Meeting (AGM) dated 29 October 2021 (Notice of AGM), in respect of the proposed AGM detailed below, the Directors have determined to issue an addendum to the Notice of AGM (Addendum).

Time and date of AGM:

Monday 29 November 2021, commencing at 3:00PM (AEDT) as a virtual meeting.

Location of AGM:

Virtual meeting held by Automic Share Registry

Reason for the Addendum to Notice of AGM

Defined terms in the Notice of AGM have the same meaning in the Addendum.

The Addendum has resulted following feedback and discussions from shareholders in relation to the Performance Rights to be issued to the Directors of the Company. Further to said discussions, the Board has determined to reduce the total quantity of Performance Rights to be issued to the Directors, from 3,890,000 to 2,000,000 Performance Rights, and to also provide greater clarity as to when the Performance Rights vest in respect to EBITDA performance.

The changes outlined above are achieved by amending Resolutions 7, 8, 9, and 10 and the Explanatory Statement in the Notice of AGM. These changes can be viewed as marked upon pages 3 - 13 below.

Voting by Proxy

Shareholders who have already submitted a proxy form for Resolutions 7, 8, 9 or 10 are not required to resubmit a proxy form as a result of the amendments to the Notice of AGM, unless that shareholder wishes to lodge a revised proxy form.

Any shareholder wishing to lodge a revised proxy form may obtain another proxy from by contacting the Company Secretary on [phone], of the Automic Share Registry on [e-mail] [phone] (callers within Australia) or [phone] (callers outside of Australia). All proxy forms received to date by the Company will be treated as valid unless a revised proxy form is received.

Your Proxy instruction must be received no later than 48 hours before the commencement of the Meeting. Proxy Forms received later than this time will be invalid.

AF Legal Group Ltd | Annual General Meeting - Addendum to Notice of Meeting and Explanatory	2
Statement

For personal use only

Resolutions

Issue of Performance Rights to Related Parties

7. Resolution 7 - Approval of Issue of Performance Rights to Grant Dearlove, Director of the Company

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

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the Shareholders of the Company approve the issue and allotment of 1,950,0001,010,000Performance Rights to Grant Dearlove, Director of the Company (or his nominee), and otherwise on the terms and conditions set out in the Explanatory Statement which accompanies and forms part of this Notice of Meeting."

Voting Exclusion Statement: The Company will disregard any votes cast in favour ofResolution 7 by or on behalf of:

1. a person who is to expected to receive the securities as a result of the proposed issue;
2. a person who will obtain a material benefit as a result of the issue of the securities(except a benefit solely by reason of being a holder of ordinary securities in the Company); or
3. an Associate of that person or those persons described in (a) or (b).

However, this does not apply to a vote cast in favour of Resolution 7 by:

1. a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with direction given to the proxy or attorney to vote on the Resolution in that way; or
2. the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on theResolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity onbehalf of a beneficiary provided the following conditions are met:
4. • 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 vote on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Voting Prohibition Statement: In accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolution

7 if:

1. the proxy is either:
2. 1. a member of the Company's Key Management Personnel; or
   2. a closely related party of a member of the Company's Key Management
      Personnel; and
3. the appointment does not specify the way the proxy is to vote on the resolution.

However, the above prohibition does not apply if:

1. the proxy is the Chair of the Meeting; and
2. the appointment expressly authorises the Chair to exercise the proxy even if theResolution is connected directly or indirectly with remuneration of a member of the
   Company's Key Management Personnel.

AF Legal Group Ltd | Annual General Meeting - Addendum to Notice of Meeting and Explanatory	3
Statement