Announcement PDF www.felix.net Unit 1F, 24 Macquarie St, Teneriffe 4005 QLD Felix Group Holdings Ltd (ACN: 159 858 509) ASX Announcement 13 October 2025 Notice of 2025 Annual General Meeting & Voting Form The document attaches copies of: • Notice of Felix Group Holding Ltd’s 2025 Annual General Meeting; and • A sample of the shareholder proxy voting form. Authorised for release by: James Frayne Company Secretary Felix Group Holdings Ltd For further information please contact: Company James Frayne Company Secretary Mobile: +61 401 663 177 Email: investors@felix.net Investors Harry Halstead Vesparum Capital Phone: +61 3 8582 4800 Email: felix@vesparum.com About Felix – see more at felix.net Felix operates a cloud-based enterprise Software as a Service (SaaS) procurement management platform and vendor marketplace. Felix connects contractors and third-party vendors by digitising, automating, and streamlining a range of critical procurement-related business processes – reducing supply chain risk and improving transparency and governance. Notice of Annual General Meeting & Explanatory Statement Notice of Annual General Meeting & Explanatory Statement Felix Group Holdings Limited ACN 159 858 509 To be held at: Virtually – online (including to listen, vote and ask questions online during the meeting): https://meetnow.global/MRX99XM In person – Thomson Geer, Level 28, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000 To be held on: Wednesday, 12 November 2025 Commencing at: 11:00 a.m. AEST (Brisbane time) More information regarding online participation at the Annual General Meeting (including how to vote and ask questions online during the Annual General Meeting) is available in Section C of this Notice of Annual General Meeting & Explanatory Statement. Important Information This Notice of Annual General Meeting & Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisors prior to voting. Page 2 Notice of Annual General Meeting & Explanatory Statement Important dates Deadline for lodgement of Proxy Forms for the Annual General Meeting 11:00 a.m. AEST (Brisbane time) on 10 November 2025 Annual General Meeting 11:00 a.m. AEST (Brisbane time) on 12 November 2025 Page 3 Notice of Annual General Meeting & Explanatory Statement Letter from the Chair Dear Shareholders, We are pleased to invite you to the Annual General Meeting of Felix Group Holdings Limited ACN 159 858 509 (Company). We are holding the 2025 Annual General Meeting both in person and via a virtual platform. In order to attend, ask questions and vote virtually via the online platform at https://meetnow.global/MRX99XM please use the following details: • Your username is your SRN/HIN. • Select your country and if you are an Australian Shareholder, also enter your postcode. • Overseas Shareholders should refer to the user guide at https: www.computershare.com.au/virtualmeetingguide. Participating in the Annual General Meeting online enables Shareholders to ask questions and cast direct votes at the appropriate times during the Annual General Meeting. Shareholders may only ask questions online once they have been verified. It may not be possible to respond to all questions. Shareholders are encouraged to lodge questions one week prior to the Annual General Meeting by submitting them to the Company Secretary, Mr James Frayne, by email at james.frayne@felix.net. The Resolutions In addition to customary resolutions, this Annual General Meeting seeks the approval of Shareholders for: • the re-election of non-executive Director, Mr George Rolleston; • the approval of the issue of Shares on exercise of the options held by Briarwood and the acquisition of a relevant interest in those Shares by Briarwood for the purposes of section 611 item 7 of the Corporations Act; • the approval of the issue of Performance Rights to Mr Michael Davis (or his nominee), a Director of the Company, under ASX Listing Rule 10.14; • the additional 10% Placement Facility under ASX Listing Rule 7.1A; and • the approval of the renewal of the proportional takeover provisions in the Constitution, (together, the Resolutions). All of the Directors entitled to make a recommendation in respect of a particular Resolution recommend that you vote in favour of adopting that Resolution. With respect to the Annual General Meeting, this booklet contains the following: • The Notice of Annual General Meeting for the Annual General Meeting which contains information about the business to be conducted at the Annual General Meeting, including the Resolutions to be put to the Shareholders (see Section B). • Information explaining the business to be conducted at the Annual General Meeting (see the Explanatory Statement at Section D). • Information on how to vote, how to attend the Annual General Meeting electronically and how to appoint a proxy to vote on the Resolutions to be passed at the Annual General Meeting (see Section C). Please read the whole of this booklet carefully as it provides important information on the Annual General Meeting, items of business and the Resolutions that you, as a Shareholder, are being asked to vote on. Should you wish to discuss the matters in this Notice of Annual General Meeting & Explanatory Statement, please do not hesitate to contact the Company Secretary, Mr James Frayne, on +61 401 663 177 or by email at james.frayne@felix.net. By order of the Board Dated: 30 September 2025 Michael Bushby – Chair Felix Group Holdings Limited Page 4 Notice of Annual General Meeting & Explanatory Statement Section A – Glossary $ Australian dollars. 10% Placement Facility A company's ability to issue Equity Securities up to a further 10% of its issued capital through placements over a 12-month period after the relevant annual general meeting under ASX Listing Rule 7.1A. This is in addition to its 15% placement capacity under ASX Listing Rule 7.1. 2025 Annual Report The Company's annual financial report for the financial year ended 30 June 2025. AEST Australian Eastern Standard Time. Annual General Meeting The annual general meeting of Shareholders. ASIC The Australian Securities & Investments Commission. Associate Has the meaning given to that term in section 9 of the Corporations Act. ASX The Australian Securities Exchange operated by ASX Limited. ASX Listing Rules The listing rules of the ASX. Auditor's Report Has the meaning given to that term in paragraph 1.1 of the Explanatory Statement. Board The board of Directors of the Company. Briarwood Briarwood Chase Management LLC (acting for its private investment fund, Briarwood Capital Partners LP). Briarwood Placement Options The 32,467,532 Placement Options held by Briarwood. Briarwood Placement Option Exercise Shares The 32,467,532 Shares that may be issued on exercise of the Briarwood Placement Options. Business Day A day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally in Brisbane, Queensland. Chair The chairman of the Annual General Meeting, Mr Michael Bushby. Closely Related Party A “Closely Related Party” of a member of the Key Management Personnel means: • a spouse or child of the member; • a child of the member’s spouse; • a dependent of the member or the member’s spouse; • anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity; • a company the member controls; or • a person prescribed by the Corporations Regulations. Company Felix Group Holdings Limited ACN 159 858 509. Constitution The constitution of the Company. Corporations Act The Corporations Act 2001 (Cth). Corporations Regulations The Corporations Regulations 2001 (Cth). Directors The directors of the Company and Director means any one of them. Directors' Report Has the meaning given to that term in paragraph 1.1 of the Explanatory Statement. Equity Securities Any type of security in the Company, including a Share, option, unit, convertible security, and as otherwise defined in the ASX Listing Rules. Explanatory Statement The explanatory statement accompanying the Notice of Annual General Meeting and contained in Section D to this booklet. Felix Incentive Plan The Employee Incentive Plan, approved by the Board on 22 August 2024. Financial Report Has the meaning given to that term in paragraph 1.1 of the Explanatory Statement. Glossary The glossary contained in Section A to this booklet. Page 5 Notice of Annual General Meeting & Explanatory Statement IER The Independent Expert Report prepared by the Independent Expert and annexed to this Notice of Annual General Meeting at Annexure A. Independent Expert Moore Australia (Vic) Pty Ltd (ABN 17 386 983 833) AFSL licence (No 247262). Key Management Personnel Has the meaning given in the accounting standards as those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company. Non-Associated Shareholders The Shareholders of the Company, except for Briarwood. Notice of Annual General Meeting The notice of the Annual General Meeting accompanying the Explanatory Statement for the Annual General Meeting and contained in Section B. Performance Rights The total 907,788 performance rights to be issued to Mr Michael Davis under the Felix Incentive Plan. Placement Has the meaning given to that term in paragraph 4.1 of the Explanatory Statement. Placement Options Has the meaning given to that term in paragraph 4.1 of the Explanatory Statement. Placement Shares Has the meaning given to that term in paragraph 4.1 of the Explanatory Statement. Proposal Has the meaning given to that term in paragraph 4.1 of the Explanatory Statement. Proxy Form The online proxy form. If you require a paper proxy form, please contact the Share Registry, Computershare Investor Services Pty Limited, on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) or online at www.investorcentre.com/contact. Proxy forms can be submitted as outlined below: Online by visiting www.investorvote.com.au and quoting the 6-digit control number found on the front of your Proxy Form. Intermediary Online subscribers (Custodians) can lodge a proxy online by visiting www.intermediaryonline.com. By mail to GPO Box 242, Melbourne, Victoria 3001. By facsimile to 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia). Instructions on how to complete the Proxy Form are on the reverse page of the Proxy Form attached to this Notice. Remuneration Report The remuneration report set out in the Directors' Report. Resolution(s) The resolution(s) contained in the Notice of Annual General Meeting. Shareholders The holders of all Shares issued in the Company and Shareholder means any one of them. Shares The ordinary shares on issue in the share capital of the Company and Share means any one of them. Trading Day Has the meaning given in ASX Listing Rule 19.12. Page 6 Notice of Annual General Meeting & Explanatory Statement Section B – Notice of Annual General Meeting Time and place Notice is hereby given that the Annual General Meeting will be held as follows: • Held: Virtually at https://meetnow.global/MRX99XM In person at Thomson Geer, Level 28, 1 Eagle Street, Brisbane QLD 4000 • Commencing at: 11:00 a.m. AEST (Brisbane time) on 12 November 2025 Participate and vote online In order to attend, ask questions and vote virtually in real time via the online platform, please use the details set out in Section C of this Notice of Annual General Meeting & Explanatory Statement. Participating in the Annual General Meeting online enables Shareholders to ask questions and cast direct votes at the appropriate times during the Annual General Meeting. More information regarding virtual participation at the Annual General Meeting (including how to vote and ask questions online during the Annual General Meeting) is available at www.computershare.com.au/virtualmeetingguide. Shareholders may only ask questions online once they have been verified. It may not be possible to respond to all questions. Shareholders are encouraged to lodge questions prior to the Annual General Meeting by submitting questions to the Company Secretary, Mr James Frayne, by email at james.frayne@felix.net. Explanatory Statement The Explanatory Statement which accompanies and forms part of this Notice of Annual General Meeting describes the matters to be considered at the Annual General Meeting. Defined terms Terms used in this Notice of Annual General Meeting have the meaning given to them in the Glossary in Section A of this Notice of Annual General Meeting & Explanatory Statement. Page 7 Notice of Annual General Meeting & Explanatory Statement ORDINARY BUSINESS 1. Financial statements and reports To receive and consider the Company's 2025 Annual Report, which comprises the Directors' Report, the Auditor's Report and the Financial Report for the financial year ended 30 June 2025. 2. Resolution 1: Adoption of Remuneration Report To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, for the purposes of section 250R(2) of the Corporations Act, and for all other purposes, Shareholders adopt the Remuneration Report for the financial year ended 30 June 2025 as disclosed in the Directors' Report for the financial year ended 30 June 2025." Please note that the vote on this Resolution is advisory only, and does not bind the Directors or the Company. Short Explanation: This Resolution is required as a result of section 250R(2) of the Corporations Act, which requires that a resolution that the remuneration report of a Company be adopted must be put to a vote. The vote on this Resolution is advisory only and does not bind the Company. Voting Exclusion Statement: In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: • a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or • a Closely Related Party of such member. However, the above persons may cast a vote on this Resolution if: • the person does so as a proxy; • the vote is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report or a Closely Related Party of such a member; and • either: o the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or o the voter is the Chair of the Annual General Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to vote as the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity. 3. Resolution 2: Re-election of Mr George Rolleston as a Director of the Company To consider and, if thought fit, pass the following resolution as an ordinary resolution: "That, Mr George Rolleston who retires by rotation as a Director of the Company in accordance with ASX Listing Rule 14.5 and rule 64.1 of the Company's Constitution and, being eligible offers himself for re-election, be re-elected as a Director of the Company.” Short Explanation: This Resolution is required as rule 64.1 of the Constitution provides that where required by the ASX Listing Rules, the Company must hold an election of directors each year. If there would not otherwise be a director required to retire, then the director who has been longest in office since their last election must retire. Further, ASX Listing Rule 14.5 provides that an entity that has directors must hold an election of directors at each annual general meeting. Page 8 Notice of Annual General Meeting & Explanatory Statement SPECIAL BUSINESS 4. Resolution 3: Approval of the issue of Shares on exercise of the Briarwood Placement Options held by Briarwood and the acquisition of a relevant interest in those Shares by Briarwood under section 611, item 7 of the Corporations Act To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of item 7 of section 611 of the Corporations Act and for all other purposes, Shareholders approve and authorise: (i) the Company to issue up to 32,467,532 Shares on exercise of the Briarwood Placement Options issued to Briarwood Chase Management LLC (acting for its private investment fund, Briarwood Capital Partners LP) (Briarwood) under the Placement; and (ii) the acquisition by Briarwood of a relevant interest in those Shares upon their issue, resulting in an increase to Briarwood's voting power in the Company of up to a maximum of 23.66%, on the terms and conditions set out in the Explanatory Memorandum.” Short Explanation - Section 606(1) of the Corporations Act states that a person must not acquire a relevant interest in the issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by, or on behalf of, the person and, because of the transaction, that person’s or someone else’s voting power in the company increases from 20% or below to more than 20%, or from a starting point that is above 20% and below 90%. Item 7 of section 611 of the Corporations Act provides an exception to the prohibition in section 606(1) of the Corporations Act, allowing a person to make an otherwise prohibited acquisition of a relevant interest in a company’s voting shares with Shareholder approval. Approval for the issue of 32,467,532 Shares to Briarwood on the exercise of the Briarwood Placement Options is being sought under item 7 of section 611 of the Corporations Act because Briarwood's acquisition of such Shares could result in an increasing in voting power that is prohibited under section 606(1) of the Corporations Act. Independent Expert’s Report (IER): When considering this Resolution, Shareholders are recommended to read the IER prepared by Moore Australia (Vic) Pty Ltd (ABN 17 386 983 833) AFSL licence (No 247262) (Independent Expert) which is annexed to this Notice of Annual General Meeting & Explanatory Statement at Annexure A. The Independent Expert has determined that the proposed acquisition of the voting power and interest by Briarwood is not fair but reasonable to the Non-Associated Shareholders. Voting Exclusion Statement: No votes may be cast in favour of the Resolution by: • Briarwood and its Associates; or • the persons (if any) from whom the acquisition is to be made and its Associates. Accordingly, the Company will disregard any votes cast on this Resolution by Briarwood and any of its Associates. Page 9 Notice of Annual General Meeting & Explanatory Statement 5. Resolution 4: Approval of the issue of Performance Rights to Mr Michael Davis (or his nominee), a Director of the Company, under ASX Listing Rule 10.14 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, Shareholders approve and authorise the Company to issue 907,788 performance rights under the Felix Incentive Plan to Mr Michael Davis (or his nominee) for future performance (Performance Rights) and, upon conversion of those Performance Rights, the acquisition of the Shares underlying those Performance Rights, in accordance with the terms of the Felix Incentive Plan and on the terms and conditions set out in the Explanatory Statement.” Short Explanation This Resolution is required under ASX Listing Rule 10.14 to allow the issue of securities, in the form of the Performance Rights, under the Felix Incentive Plan to Mr Michael Davis (or his nominee), a related party of the Company by virtue of being a Director, for future performance. ASX Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: • a person referred to in ASX Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the employee incentive scheme in question; or • an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: • a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or • the Chair of the Annual General Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 this Resolution; and o the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Corporations Act Voting Prohibition Statements: In accordance with section 250BD of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons: • a member of the Key Management Personnel; or • a Closely Related Party of such member. However, the above persons may cast a vote on this Resolution if: • the person does so as a proxy; and • the vote is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report or a Closely Related Party of such a member; and • either: o the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or o the voter is the Chair of the Annual General Meeting and the appointment of the Chair as proxy does not specify the way the proxy is to vote on this Resolution and expressly authorises the Chair to vote as the proxy even if this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company or, if the Company is part of a consolidated entity, for the entity. Page 10 Notice of Annual General Meeting & Explanatory Statement 6. Resolution 5: Approval of Additional 10% Placement Facility under ASX Listing Rule 7.1A To consider and, if thought fit, pass the following resolution as a special resolution: “That, for the purposes of ASX Listing Rule 7.1A, and for all other purposes, Shareholders approve the issue of Equity Securities up to a further 10% of the issued capital of the Company (at the time of issue), calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.” Short Explanation: Approval under ASX Listing Rule 7.1A will enable the Company to issue Equity Securities up to a further 10% of its issued capital through placements over a 12-month period after the Annual General Meeting. This is in addition to its 15% placement capacity under ASX Listing Rule 7.1. ASX Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of: • any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company), or • an associate of that person or those persons. However, this does not apply to a vote cast in favour of this Resolution by: • a person as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with directions given to the proxy or attorney to vote on this Resolution in that way; or • the Chair of the Annual General Meeting as proxy or attorney for a person who is entitled to vote on this Resolution, in accordance with a direction given to the Chair to vote on this Resolution as the Chair decides; or • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: o 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 this Resolution; and o the holder votes on this Resolution in accordance with directions given by the beneficiary to the holder to vote in that way. 7. Resolution 6: Renewal of proportional takeover provision To consider and, if thought fit, pass the following resolution as a special resolution: “That the proportional takeover provision in rule 108 of the Company’s Constitution be renewed for a period of three years commencing from the date of the Annual General Meeting.” Short Explanation: Under the Corporations Act, the proportional takeover provisions expire three years from adoption or renewal. The Company is seeking Shareholder approval to renew these provisions. OTHER BUSINESS To transact any other business which may be brought forward in accordance with the Constitution. Page 11 Notice of Annual General Meeting & Explanatory Statement Section C – How to vote 1. How to vote If you are entitled to vote at the Annual General Meeting, you may vote by attending the Annual General Meeting in person, virtually or by attending the meeting by proxy by lodging your online Proxy Form at www.investorvote.com.au outlined in the Notice & Access letter or using the personalised link which was sent to all holders that have elected to receive online communications for notices of meeting, or, in the case of corporate Shareholders, a corporate representative. Please note that if you intend to attend the meeting and/or vote at the meeting virtually, you will need your Shareholder number (which can be found on your Proxy Form) for verification purposes. 2. Your vote is important The business of the Annual General Meeting affects your shareholding and your vote is important. 3. Corporations To vote at the Annual General Meeting, a Shareholder that is a corporation must appoint an individual to act as its representative. The appointment must comply with section 250D of the Corporations Act. Alternatively, a corporation may appoint a proxy. 4. Voting virtually To vote at the Annual General Meeting virtually, the details are as follows: • Visit https://meetnow.global/MRX99XM on your smartphone, tablet or computer. • Your username is your SRN/HIN. Any Shareholders unable to locate their SRN/HIN should contact Computershare Investor Services by phoning 1300 850 505 (within Australia) or +61 3 9415 4024 (outside Australia). • Select your country and if you are an Australian Shareholder also enter your postcode. • Overseas Shareholders should refer to the user guide which can be found at: www.computershare.com.au/virtualmeetingguide. Participating in the Annual General Meeting online enables Shareholders to ask questions and cast direct votes at the appropriate times during the Annual General Meeting. You will need the latest versions of Chrome, Safari, Internet Explorer 11, Edge or Firefox. Please ensure your browser is compatible. For further instructions on how to participate online, please view the online meeting user guide which can be found at the end of this document. For more information, please refer to the Virtual Meeting Guide at: www.computershare.com.au/virtualmeetingguide. Please note, Shareholders may only ask questions online once they have been verified. It may not be possible to respond to all questions. Shareholders are encouraged to lodge questions prior to the meeting by submitting questions to the Company Secretary, Mr James Frayne, by email at james.frayne@felix.net. 5. Voting in person To vote in person, attend the Annual General Meeting on the date and at the time and place set out above in this Notice of Annual General Meeting & Explanatory Statement. Page 12 Notice of Annual General Meeting & Explanatory Statement 6. Voting by proxy All Shareholders who are entitled to participate in and vote at the Annual General Meeting have the right to appoint a proxy to participate in the Annual General Meeting and vote in their place. A proxy need not be a Shareholder and can be an individual or a body corporate. A Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion, or number, of votes which each proxy is entitled to exercise. If no proportion or number is specified, each proxy may exercise up to half of the Shareholder’s votes. Shareholders and their proxies should be aware that: (a) if a proxy votes, they must cast all directed proxies as directed; and (b) any directed proxies which are not voted will automatically default to the Chair, which must vote the proxies as directed. To vote by proxy, you must complete and lodge the Proxy Form using one of the following methods: Online Lodge the Proxy Form online at https://www.investorvote.com.au By post Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001, Australia For details on how to complete and lodge the Proxy Form, please refer to the instructions on the Proxy Form. For your proxy appointment to be effective, it must be received by the Company not less than 48 hours before the Annual General Meeting (i.e. by 11:00 a.m. AEST (Brisbane time) on 10 November 2025). Proxy Forms received later than this time will be invalid. You can direct your proxy on how to vote (i.e. to vote ‘for’ or ‘against’, or to ‘abstain’ from voting on, each Resolution) by following the instr