IQ Global : Notice of Annual General Meeting & Proxy Form

20 October 2021

Announcements

National Stock Exchange of Australia

1 Bligh St

Sydney NSW 2000

BY ELECTRONIC LODGEMENT

Notice of 2021 Annual General Meeting

Please see attached the Notice of 2021 Annual General Meeting and the associated Proxy Form for The iQ Group Global Limited.

-Ends-

Authorised for lodgement by Ron Hollands, Company Secretary.

The iQ Group Global Ltd

ACN 149 731 644

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS GIVEN that the 2021 Annual General Meeting of Members of The iQ Group Global Ltd (Company) will be held at the time, date and place specified below:

Time:	10:30AM (AEDT)
Date:	Friday, 19 November 2021
Place:	SMC Conference & Function Centre, 66 Goulburn Street, Sydney, NSW 2000

Members unable to attend the AGM are encouraged to vote by proxy on the resolutions to be considered at the meeting. Explanatory notes and instructions on how to vote (including how to vote by proxy) are set out in the Notice of Meeting.

AGENDA

ITEMS OF BUSINESS

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

To receive and consider the Financial Report, the Directors' Report and Independent Auditor's Report for the Company and its controlled entities for the financial year ended 30 June 2021.

Item 2 Adoption of the Remuneration Report

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

"That the Remuneration Report set out on pages 9 to 15 of the Annual Report of the Company for the year ended 30 June 2021 be adopted."

Please Note:

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

1. Voting Exclusion Statement:
   Votes cannot be cast on Item 2 (Remuneration Report):
2. • by, or on behalf of, a member of the Key Management Personnel (KMP) of the Company, details of whose remuneration are included in the Remuneration Report, or a closely related party of any such member; or
   • as a proxy by a member of the KMP or a KMP's closely related party, unless the vote is cast as proxy for a person entitled to vote and:
   • • for directed proxies, in accordance with the direction specified on the proxy form how to vote; or
     • for undirected proxies, by the Chairman in accordance with an express direction specified on the proxy form to vote as the proxy decides even though the Resolution is connected directly or indirectly with the remuneration of a member of the KMP of the Company.

Item 3 Re-election of Director - Peter Simpson

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

"That, Peter Simpson, who is retiring in accordance with Article 16.1 of the Company Constitution, and who offers himself for re-election, is re-elected as a Director of the Company."

Item 4 Approval for allotment of shares to Directors pursuant to an Employee Incentive Scheme

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

That, for the purpose of NSX Listing Rule 6.25(2)(iv), Article 23.3 of the Company Constitution and all other purposes, approval is given for the allotment of the following shares to the following Directors under the iQ Group Global Limited Benefits Plan:

Name	Entitlement	Period	Maximum
			No of Ordinary Shares
George Syrmalis	As per employment contract	Employment for Year	153,000
	under The iQ Group Global	Ended 1st March 2018
	Limited Benefits Plan
Con Tsigounis	As per employment contract	Employment for Year	30,000
	under The iQ Group Global	Ended 1st March 2018
	Limited Benefits Plan

The shares will be allotted following approval of the resolution.

Item 5 Change of Auditor

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

"That, pursuant to section 327B of the Corporations Act 2001 (Cth) and for all other purposes, UHY Haines Norton Chartered Accountants be appointed auditor of the Company with effect from the conclusion of the 2021 Annual General Meeting."

Item 6 Confirmation of appointment of Director - Mr. Peter Mercouris

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

"That, Mr. Peter Mercouris., a director appointed as an additional director retires in accordance with Rule

19.4 of the Constitution being eligible, is confirmed as being appointed and is elected as a Director of the

Company."

BY ORDER OF THE BOARD

Ron Hollands

Company Secretary

15 November 2021

NOTES

1. Who may vote
   In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Company (as convenor of the Meeting) has determined that a person's entitlement to attend and vote at the Meeting will be those persons set out in the register of Shareholders as at 7:00PM (AEDT) on 17 November
   2021. This means that any Shareholder registered at 7:00PM (AEDT) on 17 November 2021 is entitled to attend and vote at the Meeting.
2. Proxies
   A Member entitled to attend this Meeting and vote, is entitled to appoint a proxy to attend and vote on behalf of that Member at the Meeting.
3. 1. A proxy need not be a Member and may be an individual or a body corporate.
   2. If the Member is entitled to cast two or more votes at the Meeting, the Member may appoint two proxies and may specify the proportion or number of the votes which each proxy is appointed to exercise. If the Member appoints two proxies and the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes held by that Member.
   3. If the Member appoints only one proxy, that proxy is entitled to vote on a show of hands. If a Member appoints two proxies, only one proxy is entitled to vote on a show of hands.
   4. Where two proxies are appointed, any fractions of votes resulting from the appointment of two proxies will be disregarded.
   5. A Proxy Form accompanies this Notice.
   6. Unless the Member specifically directs the proxy how to vote, the proxy may vote as he or she thinks fit or abstain from voting.
   7. If a Member wishes to appoint a proxy, the Member should complete the Proxy Form and comply with the instructions set out in that form relating to lodgement of the form with the Company.
   8. The Proxy Form must be signed by the Member or his or her attorney duly authorised in writing or, if the Member is a corporation, either signed by an authorised officer or attorney of the corporation or otherwise signed in accordance with the Corporations Act 2001 (Cth).
   9. If any attorney or authorised officer signs the Proxy Form on behalf of a Member, the relevant power of attorney or other authority under which it is signed or a certified copy of that power or authority must be deposited with the Proxy Form.
   10. The Proxy Form (together with any relevant authority) must be received by the Company's registry by no later than 10:30AM (AEDT) on 17 November 2021.
   11. The completed Proxy Form may be:
   12. • Mailed to the address on the Proxy Form; or
       • Faxed to The iQ Group Global Ltd, Attention: Company Secretary, on facsimile number [phone]; or
       • Delivered in person to the address on the Proxy Form.
4. Corporate Representative
   Any corporate Member who has appointed a person to act as its corporate representative at the Meeting should provide that person with a certificate or letter executed in accordance with the Corporations Act 2001 (Cth) authorising him or her to act as that company's representative. The authority must be sent to the Company and/or registry at least 24 hours in advance of the Meeting.
5. Undirected proxies
   If you choose to appoint a proxy, you are encouraged to direct your proxy how to vote on each item of business by marking either "For", "Against" or "Abstain" against each item of business on the proxy form.
   If, however, you appoint the Chairman as your proxy, he will vote undirected proxies on, and in favour of, all of the proposed resolutions. If you do not want the Chairman to cast your vote in favour of adopting the Remuneration Report, you must direct him to vote against the resolution or to abstain from voting on the resolution. If you have appointed a member of the KMP (other than the Chairman) for the Company or any of their closely related parties as your proxy, you must direct that person how to vote on Item 2 otherwise they will not be able to cast a vote as your proxy on that item.