Notice of Extraordinary General Meeting/Proxy Form
KELLY PARTNERS GROUP HOLDINGS LIMITED
ABN 25 124 908 363
NOTICE OF EXTRAORDINARY GENERAL MEETING
DATE:
Friday, 23 October 2026
TIME:
11:00am (Sydney time)
PLACE:
Online only, held at:
https://events.teams.microsoft.com/event/d677727e-ede8-447c-b46a-
ce88aff7709c@b35ee03f-2d90-4c39-8719-
050017a5e241?source=copyLinkOneEventsShareDialog
This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to
how they should vote, they should seek advice from their professional advisers prior to
voting.
Independent Expert’s Report
Shareholders should carefully consider the Independent Expert’s Report prepared for the
purposes of ASX Listing Rule 10.1, a copy of which is contained in Annexure A. The
Independent Expert’s Report comments on the fairness and reasonableness of the
transaction the subject of Resolution 4 to the non-associated Shareholders of the
Company. The Independent Expert has assessed that transaction, and has concluded that
the transaction is fair and reasonable to the non-associated Shareholders.
Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to
contact the Company Secretary, using the contact details set out inside.
For personal use only
Kelly Partners Group Holdings Limited |
Extraordinary General Meeting 2026
2 | Page
CONTENTS
Notice of Extraordinary General Meeting (setting out the proposed Resolutions)
4
Explanatory Memorandum (explaining the proposed Resolutions)
8
Glossary
31
Schedule 1 – Comparison of ASX and Nasdaq rules
33
Schedule 2 – Class B share rights, and summary of other changes
47
Annexure A – Independent Expert’s Report
50
Proxy Form
Separate
REGISTER YOUR ATTENDANCE
If you wish to attend, please register using the following link:
https://events.teams.microsoft.com/event/d677727e-ede8-447c-b46a-ce88aff7709c@b35ee03f-
2d90-4c39-8719-050017a5e241?source=copyLinkOneEventsShareDialog
After registering, you will receive a confirmation email containing information about joining the
Meeting. Shareholders intending to attend the Meeting are encouraged to register at least 15
minutes before the scheduled start time to ensure they receive the confirmation email prior to
commencement of the Meeting.
YOUR VOTE IS IMPORTANT
The business of the Extraordinary General Meeting may affect your shareholding and your vote i