Announcement PDF Monday, 21 October 2024 Notice of 2024 Annual General Meeting Wrkr Ltd (Wrkr) (ASX:WRK) releases: (a) Shareholder AGM Access Notice; (b) Notice of 2024 Annual General Meeting; and (c) Proxy Form. The attached documents have been authorised for release by the Wrkr Board. Wrkr Ltd ACN 611 202 414 Suite 1, Level 3, 104-112 Commonwealth Street, Surry Hills, NSW 2010 wrkr.com.au 21 October 2024 Annual General Meeting An Annual General Meeting of Shareholders of Wrkr Ltd (Company) will be held at the offices of Grant Thornton Australia at Level 26, Grosvenor Place, 225 George Street, Sydney, NSW 2000 at 11.00am (Sydney time) on Thursday 21 November 2024. The Notice of Annual General Meeting can be viewed and downloaded at the Company’s Investor Hub at https://wrk.investorhub.com/. A complete copy of the Notice of Annual General Meeting has also been posted to the Company’s ASX market announcements page under the Company’s ASX code “WRK”. The Notice of Annual General Meeting includes information on participating in the meeting and the business to be considered at the meeting. Shareholders should monitor the Company’s website and ASX announcements where updates will be provided if it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the meeting. If you are unable to attend the meeting, we encourage you to submit a proxy form as early as possible. Instructions for lodgement of proxies are in the Notice of Annual General Meeting. Proxy forms must be lodged by 11.00am (Sydney time) on Tuesday 19 November 2024. If you are unable to access the Notice of Annual General Meeting online or you have questions regarding submission of your proxy, please contact the Company’s share registry, Boardroom Pty Ltd on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia). Yours sincerely, Emma Dobson Non-Executive Chair E: emma.dobson@wrkr.com.au Authorised by the Board Wrkr Ltd ACN 611 202 414 Level 3, 1/104-112 Commonwealth Street Surry Hills NSW 2010 wrkr.com.au NOTICE OF ANNUAL GENERAL MEETING WRKR LTD ACN 611 202 414 11.00am (Sydney time) Thursday 21 November 2024 To be held at the offices of Grant Thornton Australia at Level 26, Grosvenor Place, 225 George Street, Sydney, NSW 2000 This Notice of Annual General Meeting should be read in its entirety. If you are in doubt as to how you should vote, you should seek advice from your professional adviser. Should you have any questions or comments in relation to this Notice of Annual General Meeting, please email the Company at investorrelations@wrkr.com.au. 1 CONTENTS General Information 2 Letter from the Chair 4 Notice of Annual General Meeting 5 Explanatory Statement 7 Glossary 10 GENERAL INFORMATION VENUE The Annual General Meeting of the Shareholders of Wrkr Ltd (Company) ACN 611 202 414 to which this Notice of Annual General Meeting relates will be held at the offices of Grant Thornton Australia at Level 26, Grosvenor Place, 225 George Street, Sydney, New South Wales 2000 at 11.00am (Sydney time) on Thursday 21 November 2024. Any Shareholders who wish to attend the Annual General Meeting should monitor the Company’s website and its ASX announcements for any updates about the Annual General Meeting. If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, the Company will make further information available through the ASX website (ASX: WRK) and on the Company’s website/Investor Hub website. OPPORTUNITY TO ASK QUESTIONS The Annual General Meeting is an opportunity to ask questions of the Board and management on the items of business before the Annual General Meeting and the management of the Company or questions of the auditor on the conduct of the audit and the auditor’s report. Shareholders are encouraged to direct questions to the Company or auditor at investorrelations@wrkr.com.au so that they are received no later than 7.00pm Tuesday, 19 November 2024. Please use the email subject “AGM Question”. Questions may also be asked in person during the Annual General Meeting. YOUR VOTE IS IMPORTANT The business of the Annual General Meeting affects your shareholding and your vote is important. The Company intends to conduct a poll on the Resolutions set out in the Notice of Annual General Meeting. VOTING IN PERSON AND BY PROXY To vote in person, attend the Annual General Meeting on the date and at the place set out above. You have the right to appoint a proxy of your choice. The proxy need not be a Shareholder. If you are entitled to vote two or more votes you may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If you appoint two proxies and the appointment does not specify the proportion or number of your votes, then each proxy may exercise half of the votes. 2 Completed Proxy Forms may be lodged as follows: Online: Step 1: Visit https://www.votingonline.com.au/wrkagm2024 Step 2: Enter your Postcode (if within Australia) OR Country of Residence (if outside Australia) Step 3: Enter your Voting Access Code (VAC) – as contained in attached Proxy Form Step 4: Follow the prompts to vote on each Resolution. By Mail to: Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia In Person: Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia By fax: +61 2 9290 9655 Your proxy must be received by 11.00am (Sydney time) on Tuesday 19 November 2024. Proxy Forms and appointments received later than the above time will be invalid. 3 LETTER FROM THE CHAIR Dear Shareholder I am pleased to invite you to the Annual General Meeting of the Company which will be held at the offices of Grant Thornton Australia at Level 26, Grosvenor Place, 225 George Street, Sydney, New South Wales 2000 on Thursday 21 November 2024, commencing at 11.00am (Sydney time). The following pages contain details of the items of business that you have the opportunity to vote on at the Annual General Meeting. The Board encourages you to vote in favour of all of the Resolutions. I look forward to welcoming you at the Annual General Meeting. If you are unable to attend, please ensure that you lodge a proxy by the required date and time. Yours sincerely, Emma Dobson Non-Executive Chair NOTICE OF ANNUAL GENERAL MEETING Notice is given that the Annual General Meeting of Shareholders of the Company will be held at the offices of Grant Thornton Australia at Level 26, Grosvenor Place, 225 George Street, Sydney, New South Wales 2000 at 11.00am (Sydney time) on Thursday 21 November 2024. The Explanatory Statement to this Notice of Annual General Meeting provides information on matters to be considered at the Annual General Meeting and includes a glossary of defined terms. The Explanatory Statement, General Information section and the Proxy Form are part of this Notice of Annual General Meeting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7pm (Sydney time) on Tuesday 19 November 2024. AGENDA ORDINARY BUSINESS FINANCIAL STATEMENTS AND REPORTS To consider the financial statements of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report. RESOLUTION 1 – REMUNERATION REPORT To consider and, if thought fit, to pass the following Resolution as a non-binding ordinary resolution: “That the remuneration report as contained in the Directors’ report of the Company for the financial year ended 30 June 2024 be adopted.” Voting exclusion As required by the Corporations Act, the Company will in accordance with section 250R, disregard any votes cast on Resolution 1 by or on behalf of a member of the key management personnel for the Company details of whose remuneration are included in the remuneration report, or a closely related party of any such a member. However, the Company need not disregard such a vote if the vote is not cast on behalf of such a person and is cast: (a) as a proxy by writing that specifies how the person is to vote on the Resolution; or (b) by the chair of the meeting as a proxy, and the appointment does not specify the way the proxy is to vote and expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company. The term “closely related party” in relation to a member of the key management personnel includes a spouse, child, dependent and certain other close family members as well as any companies controlled by the member. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – EMMA DOBSON To consider and, if thought fit, to pass the following Resolution as an ordinary resolution: “That Emma Dobson, who retires in accordance with Clause 13.3(a) of the Company’s Constitution and being eligible, offers herself for re-election, be re-elected a Director.” 5 SPECIAL BUSINESS RESOLUTION 3 – RATIFICATION OF PRIOR PLACEMENT SHARE ISSUE To consider and, if thought fit, to pass the following Resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.4 and all other purposes, approval is given for the ratification of the prior issue of 264,000,000 fully paid ordinary shares to institutional, professional and sophisticated investors under a placement, as detailed in the Explanatory Statement.” Voting Exclusions In accordance with the ASX Listing Rules, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of a person who participated in the issue or an associate of that person. However, this does not apply to a vote cast in favour of Resolution 3 by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the directions given to the proxy or attorney to vote on the resolution in that way; or (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or (c) the holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: a. 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 b. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. GENERAL INFORMATION ON PROXY VOTING It is the intention of the Chair to vote eligible undirected proxies in favour of all Resolutions. In respect of Resolution 1, the Proxy Form contains an express authorisation for the Chair to exercise undirected proxies even though this Resolution is connected directly or indirectly with the remuneration of a member of key management personnel. Those Shareholders appointing a proxy who do not want the Chair to cast their vote in favour of a Resolution should: (a) appoint the Chair as proxy with a direction to cast votes in the manner directed; or (b) appoint a person other than the Chair as proxy with or without a direction to cast votes 'for', 'against' or to 'abstain' from voting on the Resolution (as the Shareholder considers appropriate). DATED: Monday, 21 October 2024 BY ORDER OF THE BOARD Emma Dobson (Non-Executive Chair) 6 EXPLANATORY STATEMENT This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at the offices of Grant Thornton Australia at Level 26, Grosvenor Place, 225 George Street, Sydney, New South Wales 2000 on Thursday 21 November 2024 at 11.00am (Sydney time). The purpose of this Explanatory Statement is to provide information to assist Shareholders in deciding whether or not to pass the Resolutions in the Notice of Annual General Meeting. FINANCIAL STATEMENTS AND REPORTS The business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Directors’ report, the remuneration report and the auditor’s report. RESOLUTION 1 – REMUNERATION REPORT The remuneration report as set out in the Directors’ report in the Company’s 2024 Annual Report must be put to the vote for its adoption in accordance with section 250R(2) of the Corporations Act. The vote on this resolution is advisory only and does not bind the Directors or the Company. The remuneration report sets out the Company’s remuneration arrangements for the Directors and key management personnel of the Company. The remuneration report is part of the Directors’ report for the financial year ended 30 June 2024. The 2024 Annual Report of the Company (containing the remuneration report) is available on the Company’s Investor Hub website at https://wrk.investorhub.com/. Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions about, or make comments on, the remuneration report. If at least 25% of the votes cast are against the adoption of the remuneration report at this Annual General Meeting, and then again at the following annual general meeting, the Company will be required to put a resolution to the later annual general meeting to approve calling a further general meeting (spill resolution). If 50% or more of eligible votes cast are in favour of the spill resolution, the Company must convene a general meeting (spill meeting) within 90 days of the later annual general meeting. All of the Directors (other than the Managing Director) who were in office when the Directors’ report considered at the later annual general meeting was approved, will need to stand for re-election at the spill meeting. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – EMMA DOBSON In general terms, clause 13.3 of the Constitution provides that no Director may hold office for a period in excess of 3 years, or beyond the third annual general meeting following the Director’s election, whichever is the longer, without submitting himself or herself for re-election. Therefore, Miss Dobson retires pursuant to clause 13.3(a) of the Constitution and, being eligible, offers herself for re-election. The Board appointed Emma Dobson as a Director of the Company on 1 February 2021 and she was appointed as Chair of the Board and the Company in June 2021. The Company conducted appropriate checks into Miss Dobson’s background and these checks did not reveal any information of concern. Miss Dobson was re-elected as a Director of the Company at the Company’s 2021 annual general meeting. Miss Dobson has over 30 years’ experience in Financial Markets and Banking, as well as extensive experience in Government Policy and Data Standards. 7 Miss Dobson is a Director of Harbour Asset Management Limited in New Zealand, as well as an Adviser to the New Zealand Government on Data Standardisation, and is a Member of the Australia New Zealand Electronic Invoicing Board, ANZEIB. As a Member of the SuperStream Advisory Council, she was instrumental in the creation of the SuperStream data standards, working closely with the ATO and the Australian treasury and the Superannuation Industry. Miss Dobson holds a Bachelor of Commerce and is a Graduate of the Australian Institute of Company Directors. Miss Dobson is considered an independent Director by the Board. She holds Class B performance rights granted by the Company with performance milestones. The Board does not consider that these incentives might interfere or might reasonably be seen to interfere, with her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interests of the Company and its security holders generally. Given that the current performance milestones concern market capitalisation movements, the Board considers that these incentives help to align her interests with Shareholders generally. Recommendation The Directors support the re-election of Miss Dobson. They (other than Miss Dobson) recommend that Shareholders vote in favour of Resolution 2 due to Miss Dobson’s extensive expertise in financial markets and banking including in government policy and data standards. RESOLUTION 3 – RATIFICATION OF PRIOR PLACEMENT SHARE ISSUE Background In August 2024, the Company successfully completed a A$6.6 million placement (Placement) of approximately 264,000,000 new fully paid ordinary shares (Placement Shares) to institutional, professional and sophisticated investors at a price of $0.025 per Placement Share. The Placement Shares were issued on 23 August 2024 (Issue Date). ASX Listing Rules Broadly speaking, and subject to a number of exceptions, ASX Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period. The issue of the Placement Shares does not fall within any of these exceptions and as it has not yet been approved by the Company’s Shareholders, it effectively uses up all of the 15% limit in ASX Listing Rule 7.1, reducing the Company’s capacity to issue further equity securities without Shareholder approval under ASX Listing Rule 7.1 for the 12 month period following the Issue Date. ASX Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under ASX Listing Rule 7.1 and so does not reduce the company’s capacity to issue further equity securities without shareholder approval under that rule. The Company wishes to retain as much flexibility as possible to issue additional equity securities into the future without having to obtain Shareholder approval for such issues under ASX Listing Rule 7.1. To this end, Resolution 3 seeks Shareholder approval to ratify the issue of the Placement Shares for the purposes of ASX Listing Rule 7.4 and for all other purposes. 8 If Resolution 3 is passed, the issue of the Placement Shares will be excluded in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively increasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the Issue Date. If Resolution 3 is not passed, the issue of the Placement Shares will be included in calculating the Company’s 15% limit in ASX Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without Shareholder approval over the 12 month period following the Issue Date. ASX Listing Rule 7.5 requires the following information to be provided to Shareholders: (a) the Placement Shares were issued to institutional, professional and sophisticated investors. Morgans Corporate Limited acted as Lead Manager to the Placement and its process for identifying potential investors under the Placement was that, based on its experience and knowledge, it selected a number of investors that it believed would be supportive of the Company in the Placement offer and the aftermarket which included both existing and new investors of the Company; (b) the number of Placement Shares issued was 264,000,000; (c) the Placement Shares were issued on 23 August 2024 at the price of $0.025 per Placement Share; (d) the purpose of the issue of the Placement Shares and use of funds raised under the issue of the Placement Shares will predominantly be: (e) • strengthen the Company's balance sheet; • additional resources for the Company to accelerate the MUFG Retirement Solutions (formerly Link Group) contract delivery and third party consulting group (like KPMG and Workday) opportunities; • funding to support working capital and capex for further organic growth opportunities; and • the costs associated with the Placement and the Company’s Share Purchase Plan conducted in August/September 2024; and Resolution 3 is subject to a voting exclusion statement (see the Notice of Annual General Meeting). Recommendation The Directors recommend that Shareholders vote in favour of Resolution 3. 9 GLOSSARY Annual General Meeting or AGM or Meeting means the meeting convened by the Notice. ASX Listing Rules means the Listing Rules of the ASX. ASX means ASX Limited ACN 008 624 691. Constitution means the Company's Constitution as in place from time to time. Board means the board of Directors of the Company. Company means Wrkr Ltd (ACN 611 202 414). Corporations Act means Corporations Act 2001 (Cth). Director means a current Director of the Company. Dollar or “$” means Australian dollars. Explanatory Statement means the Explanatory Statement accompanying the Notice. Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting and the explanatory statement accompanying the Notice and the Proxy Form. Proxy Form means the Proxy Form accompanying the Notice. Resolution means a resolution set out in the Notice. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of a Share. 10 All Correspondence to:  By Mail Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Australia    By Fax: +61 2 9290 9655 Online: www.boardroomlimited.com.au By Phone: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600 YOUR VOTE IS IMPORTANT For your vote to be effective it must be recordedbefore 11.00am (Sydney time) on Tuesday 19 November 2024.  TO APPOINT A PROXY ONLINE BY SMARTPHONE STEP 1: VISIT https://www.votingonline.com.au/wrkagm2024 STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC): Scan QR Code using smartphone QR Reader App TO VOTE BY COMPLETING THE PROXY FORM STEP 1 APPOINTMENT OF PROXY Indicate who you want to appoint as your Proxy. If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space. Appointment of a Second Proxy You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company’s securities registry or you may copy this form. To appoint a second proxy you must: (a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope. STEP 2 VOTING DIRECTIONS TO YOUR PROXY To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid. Proxy which is a Body Corporate Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry. STEP 3 SIGN THE FORM The form must be signed as follows: Individual: This form is to be signed by the securityholder. Joint Holding: where the holding is in more than one name, all the securityholders should sign. Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person.Please indicate the office held by signing in the appropriate place. STEP 4 LODGEMENT Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore before 11.00am (Sydney time) on Tuesday 19 November 2024. Any Proxy Form received after that time will not be valid for the scheduled meeting. Proxy forms may be lodged:  Online https://www.votingonline.com.au/wrkagm2024  By Fax + 61 2 9290 9655  By Mail Boardroom Pty Limited GPO Box 3993, Sydney NSW 2001 Australia  In Person Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia Attending the Meeting If you wish to attend the meeting please bring this form with you to assist registration. Wrkr Ltd ABN 50 611 202 414 Your Address This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form. PROXY FORM STEP 1 APPOINT A PROXY I/We being a member/s of Wrkr Ltd (Company) and entitled to attend and vote hereby appoint: the Chair of the Meeting (mark box) OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered securityholder) you are appointing as your proxy below or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at the offices of Grant Thornton Australia at Level 26, Grosvenor Place, 225 George Street, Sydney, NSW 2000 on Thursday 21 November 2024, at 11.00am (Sydney time) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. If I/we have appointed the Chair of the Meeting as my/our proxy or the Chair of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolution 1, I/we expressly authorise the Chair of the Meeting to exercise my/our proxy in respect of this Resolution even though Resolution 1 is connected with the remuneration of a member of the key management personnel for the Company. The Chair of the Meeting intends to vote all undirected proxies in favour of all Items of business (including Resolution 1). If you wish to appoint the Chair of the Meeting as your proxy with a direction to vote against, or to abstain from voting on an item, you must provide a direction by marking the ‘Against’ or ‘Abstain’ box opposite that resolution. VOTING DIRECTIONS STEP 2 * If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will not be counted in calculating the required majority on a poll. For Resolution 1 To Adopt the Remuneration Report Resolution 2 To Re-elect Emma Dobson as Director Resolution 3 Ratification of Prior Placement Share Issue STEP 3 SIGNATURE OF SECURITYHOLDERS Against Abstain* This form must be signed to enable your directions to be implemented. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director / Company Secretary Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2024