OFX : Notice of Annual General Meeting/Proxy Form

For personal use only

Notice of Meeting

2022

Moving money globally

For personal use only

1

2

4

7

11

23

29

Chairman's Letter

Notice of Meeting

Voting Exclusion Statement

Notes

Explanatory Memorandum

Annexure A

Summary of Terms and Conditions

of the OFX Group Limited Global Equity Plan

Contact information

OFX Group Limited  |  ABN 12 165 602 273

Chairman's Letter

For personal use only

Dear Fellow Shareholders,

Invitation to attend our AGM

I am writing to invite you, as a shareholder in OFX Group Limited (OFX), to attend our Annual General Meeting (AGM) at 2:00pm on Thursday,

11 August 2022.

Notice of meeting

The Notice of Meeting and Explanatory Memorandum can be viewed or downloaded at the Company's website at https://www.ofx.com/en-au/investors/agm/.

Hybrid meeting

Our AGM will be a hybrid meeting. Directors will attend in person at the OFX offices at

60 Margaret Street, Sydney. OFX shareholders are invited to attend in person, or alternatively, will be able to participate in the AGM virtually through an online platform.

Webcast

You will be able to view the webcast of the AGM live via the online AGM platform at https://www.ofx.com/en-au/investors/agm/.

Further details on how to participate in the AGM online are set out in the Notice of Meeting and the OFX Online AGM Guide (Guide) which will be lodged with the ASX and is also available on our website at https://www.ofx.com/en-au/investors/agm/.

If you receive investor documents or the annual report or payment advice in physical copy - consider updating your preference to receive them in electronic format by visiting https://investorcentre.linkmarketservices.com.au/ or calling 1300 554 474.

Corporate representatives

If you wish to attend and/or vote at the AGM on behalf of a corporate shareholder or proxy (either virtually or in person), evidence of your appointment as a corporate representative must be provided prior to the commencement of the AGM.

Voting

You will be able to vote online during the meeting (refer to details in the Guide). You will also be able to vote if you are attending in person. If you are unable to attend the AGM I encourage you to lodge your vote in advance using the attached Voting/ Proxy Form. Alternatively, you can use the Voting/Proxy Form to appoint a proxy to vote on your behalf.

Questions

Shareholders participating in the AGM will have the opportunity to submit questions to the Board and OFX's external auditors during the AGM online or in person. I strongly encourage you to submit questions on any shareholder matters that may be relevant to the AGM prior to the AGM using the enclosed Question Form.

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

Yours sincerely

Steven Sargent

Chairperson

Notice of Meeting 2022  |OFX Group Limited  1

Notice of Meeting

use only

The Annual General Meeting (AGM) of OFX Group Limited (Company) will be held: Date: Thursday, 11 August 2022

Time: 2:00pm (Sydney time)

Place: Level 20, 60 Margaret Street, Sydney

For personal

All shareholders are invited to attend the AGM in person or virtually through our online platform at https://www.ofx.com/en-au/investors/agm.

If shareholders are unable to attend, shareholders 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 OFX 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 Auditors Report for the Company for the financial year ended 31 March 2022. There is no vote on

this item.

Item 3. Re-election of Ms Connie Carnabuci

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

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

Item 4. 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 2022 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.

Item 2. Re-election of Mrs Patricia Cross

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

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

2Notice of Meeting 2022  |OFX Group Limited

Notice of Meeting

For personal use only

Item 5. Approval of OFX Group Limited Global Equity Plan

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

"That, for the purposes of Exception 13 of ASX Listing Rule 7.2 Section 260C(4) of the Corporations Act 2001 (Cth), and for all other purposes, the OFX Group Limited Global Equity Plan and future issues of securities under that Plan, as described in the Explanatory Memorandum, be approved."

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

Item 6. Issue of Performance Rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY22 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:

1. the issue to Mr John Alexander Malcolm,
   Chief Executive Officer and Managing Director, of 191,739 performance rights under the OFX Group Limited Global Equity Plan in respect of his FY22 Short Term
   Incentives on the terms described in the Explanatory Memorandum that forms part of the Notice of Meeting; and
2. 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 7. Issue of Performance Rights to Mr John Alexander ('Skander') Malcolm under the OFX Group Limited Global Equity Plan in respect of FY23 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:

1. the issue to Mr John Alexander Malcolm,
   Chief Executive Officer and Managing Director of 490,892 performance rights under the OFX Group Limited Global Equity Plan in respect of FY23 Long Term
   Incentives on the terms described in the Explanatory Memorandum that forms part of the Notice of Meeting; and
2. 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.

Notice of Meeting 2022  |OFX Group Limited  3