2026 Annual General Meeting

Item	Resolution	Board Recommendation
1(a)	Re-election of Mr Lawrence Myers as a Director	FOR
1(b)	Re-election of Ms Donna Player as a Director	FOR
1(c)	Re-election of Ms Anne Loveridge AM as a Director	FOR
1(d)	Election of Mr Matthew Durbin as a Director	FOR
3	Adoption of the Remuneration Report	FOR
4	Resolution to spill the Board (conditional item)	AGAINST

Item	Resolution	Board Recommendation
1	Re-election of Mr Lawrence Myers as a Director	FOR
2	Re-election of Ms Donna Player as a Director	FOR
3	Re-election of Ms Anne Loveridge AM as a Director	FOR
4	Re-Election of Mr Matthew Durbin as a Director	FOR
5	Re-election of Mr David Forsey as a Director	NO RECOMMENDATION

2026 Annual General Meeting and Conditional Spill Meeting

Your vote matters this year.

This year's AGM is important and may have significant implications for the composition and control of your Board, and the future direction of your Company.

Your Board's voting recommendations

It is important that you vote on both the AGM resolutions and the Conditional Spill Meeting resolutions. The Board [(with Frasers' nominee director, Mr David Forsey, abstaining)] recommends that you vote as follows.

Annual General Meeting - Friday, 20 November 2026

Item	Resolution	Board recommendation
1(a)	Re-election of Mr Lawrence Myers as a Director	FOR
1(b)	Re-election of Ms Donna Player as a Director	FOR
1(c)	Re-election of Ms Anne Loveridge AM as a Director	FOR
1(d)	Election of Mr Matthew Durbin as a Director	FOR
3	Adoption of the Remuneration Report	FOR
4	Resolution to spill the Board (conditional item)	AGAINST

Conditional Spill Meeting - held if Item 4 is passed at the AGM
Your vote on the Conditional Spill Meeting is important, and you are encouraged to submit voting instructions for both meetings.

Item	Resolution	Board recommendation
1	Re-election of Mr Lawrence Myers as a Director	FOR
2	Re-election of Ms Donna Player as a Director	FOR
3	Re-election of Ms Anne Loveridge AM as a Director	FOR
4	Re-election of Mr Matthew Durbin as a Director	FOR
5	Re-election of Mr David Forsey as a Director	NO RECOMMENDATION

Your Directors are voluntarily standing for re-election

As announced on 22 September 2026, your Directors (other than our CEO and Managing Director, Mr Daniel Agostinelli, and Frasers' nominee director, Mr David Forsey) have voluntarily decided to stand for re-election at the AGM. Mr Matthew Durbin, appointed to the Board on 25 February 2026, is also standing for election, as required under Accent's Constitution and the ASX Listing Rules.

Why now?

Since 15 June 2026, Frasers has pursued an unsolicited on-market takeover offer of $0.65 cash per share. The Offer was made at no premium to Accent's then prevailing market price. Your Independent Board Committee has unanimously recommended that you REJECT the Offer, and the Offer has failed to attract meaningful Shareholder support.

Since that time, Frasers has also made clear its intention to seek greater influence over your Board, and that it does not support Accent paying dividends for the “foreseeable future”.

Against this background, your Directors have decided to put the question of Board composition directly where it should be: in the hands of Shareholders.

Resolving this question at the AGM will:

provide greater certainty for Shareholders and the Company;
avoid the extended period of uncertainty of a potential separate meeting process at a later date; and
allow the Company to move beyond Frasers' ongoing public campaign against the Board.

The Board wants the focus to be where it belongs: driving performance in challenging market conditions, executing Accent's 2030 Strategic Growth Plan and delivering value for all Shareholders.

Accent's CEO and Managing Director, Mr Daniel Agostinelli, together with his experienced senior executive team and with the support of the Board, has put forward a clear and cohesive plan for the future of the Company. Whilst Frasers has offered plenty of criticism as part of its takeover Offer and its attempts to obtain greater influence over Accent, it has offered no detailed alternative strategy for the Company.

Frasers has had ample opportunity to put its case to Accent Shareholders through its Offer and has failed to attract meaningful support. This AGM lets all Shareholders directly decide how they want their company to be run.

How to vote

Your Chairman strongly encourages you to exercise your right to vote and to lodge your direct vote or directed proxy as early as possible.

Vote before the meetings

Online: www.investorvote.com.au
By post: Computershare Investor Services, GPO Box 242, Melbourne VIC 3001
By fax: +61 3 9473 2555

Voting Form	Must be received by
Annual General Meeting	10.00am (AEDT), Wednesday, 18 November 2026
Conditional Spill Meeting	12.00pm (AEDT), Wednesday, 18 November 2026

Why are the Directors voluntarily standing for re-election?

To bring the question of Board composition directly to all Accent Shareholders and give you a clear and timely opportunity to determine the composition of your Board. Frasers has pursued a nil-premium takeover offer that has failed to attract meaningful Shareholder support, and Frasers has made clear its intention to seek greater influence over the Board. The Board considers that resolving this question at the AGM will provide greater certainty for Shareholders and the Company, avoid the extended period of uncertainty of a potential separate meeting process at a later date and allow the Company to move beyond Frasers' ongoing public campaign against the Board.

What is a ‘second strike'?

At the 2025 AGM, more than 25% of the votes cast on the resolution to adopt the Company's remuneration report were cast against the resolution, resulting in a ‘first strike'. Accordingly, if at least 25% of the votes cast on Item 3 at this AGM are also cast against the adoption of the Remuneration Report, the Company will receive a ‘second strike' and, in accordance with sections 250U and 250V of the Corporations Act, the Conditional Spill Resolution in Item 4 will be put to the Meeting.

In response to the ‘first strike', the Board has taken a number of steps to ensure that remuneration outcomes reflect the achievement of the applicable performance conditions set for the Company's employees:

Existing LTI hurdles were not changed
FY26 incentive outcomes reflected actual performance
The existing Tranche 8 LTI award remains subject to its original performance hurdles
The withdrawn CEO's Tranche 9 LTI award was not replaced
No new LTI award will be made for FY27
FY27 STI outcomes will continue to depend on performance

Further details on the Board's response are in section 3 of the Explanatory Statement in the Notice of AGM.

In relation to the Company's LTI plan, the Board is currently focused on executing the Company's 2030 Strategic Growth Plan and will consider the LTI framework next year.

The Board remains committed to providing transparent disclosure of remuneration outcomes and to engaging with Shareholders and proxy advisers. It will continue to review its remuneration arrangements to ensure that it aligns with the Company's strategy, appropriately motivates management and supports the delivery of sustainable long-term returns to Shareholders.

What is the Conditional Spill Meeting, and will it definitely go ahead?

No. If the Conditional Spill Resolution is passed, in accordance with section 250W(2) of the Corporations Act, the Company will be required to hold the Conditional Spill Meeting within 90 days at which Shareholders will vote on resolutions to appoint persons to the offices that will be vacated by the Directors specified by section 250V of the Corporations Act. The Company has separately issued a notice convening the Conditional Spill Meeting to be held shortly following the AGM on Friday, 20 November 2026 if Item 4 is passed. If Item 4 is not put to Shareholders or is not passed, the Conditional Spill Meeting will not proceed.

What are the Directors' backgrounds?

Lawrence Myers - Non-Executive Chairman (independent)
Deep consumer retail and advisory board experience, working with notable Australian retail brands such as Bec + Bridge, Cue Clothing Group and Industrie Clothing. Deputy Chair of Breville Group Limited and more than 20 years' experience as a practicing Chartered Accountant. Appointed to the Board on 17 November 2023 and Chairman of the Board in November 2025.

Donna Player - Non-Executive Director (independent)
Over 35 years' experience in retail including senior executive positions in merchandising, planning and marketing with Big W and David Jones. Currently a non-executive Director of Baby Bunting Group Limited. Appointed as a Non-Executive Director in November 2017.

Anne Loveridge AM - Non-Executive Director (independent)
More than 30 years' experience in business as a partner at PwC and as a non-executive director of ASX listed companies, including ASX Ltd, nib Holdings Limited and Soul Patts. Appointed as a Non-Executive Director and Chair of the Audit and Risk Committee of the Company in November 2023.

Matthew Durbin - Executive Director and Finance Director
Qualified accountant (FCPA) with more than 30 years' experience in the retail sector, including as Chief Financial Officer and Chief Operating Officer of The PAS Group and senior executive roles at David Jones across strategy, financial services and merchandise planning. Joined Accent Group in November 2017; appointed to the Board as an Executive Director on 25 February 2026.

Further details are included in the Notice of AGM.

What is the effect of Frasers' voting under the Subscription Agreement on its Director nomination rights?

Under the Subscription Agreement dated 15 April 2025 between Accent and Frasers (Subscription Agreement), if, during the three years following completion of the issue of Shares to Frasers, Frasers or any of its affiliates votes against a resolution to appoint or remove an Accent Director (other than a Frasers nominee Director) that is recommended by at least a majority of the Accent Directors entitled to vote on the matter, and that recommendation has not been withdrawn or adversely changed, Frasers must promptly procure the resignation or removal of its nominee Director.

Each resolution under Item 1 of the Notice of AGM seeks the election or re-election of an Accent Director who is not a Frasers nominee Director and is recommended by the eligible Directors. Accordingly, if Frasers or any of its affiliates votes against any of those resolutions, Frasers will be required promptly to procure the resignation or removal of Mr Forsey as its nominee Director. This consequence depends on how Frasers votes, not on the outcome of the relevant resolution or how any other Shareholder votes.

If this Conditional Spill Meeting is held, the same consequence will apply if Frasers or any of its affiliates votes against any resolution under Items 1 to 4 of this Notice.

If Frasers becomes required under the Subscription Agreement to procure Mr Forsey's resignation or removal, that obligation may not cause Mr Forsey to automatically cease office at the time Frasers casts its vote.

Unless his resignation or removal has taken effect before this Conditional Spill Meeting, he may therefore remain in office and be subject to the statutory spill provisions at this Meeting.

The Company has not waived, and Mr Forsey's inclusion as a candidate at the Conditional Spill Meeting (if held) should not be taken as waiving, any of Accent's rights under the Subscription Agreement. If the obligation under the Subscription Agreement arises, Accent intends to require Frasers to comply with it.

Why is the Board making no recommendation on Mr Forsey?

Mr David Forsey was appointed to the Board on 21 November 2024, following Frasers becoming a substantial Shareholder of Accent in August 2024. Mr Forsey was subsequently elected by Shareholders at the Company's 2025 AGM.

Mr Forsey's original appointment pre-dated the Subscription Agreement. He has since served as Frasers' nominee Director under the Subscription Agreement. As described above, those arrangements may cease to apply in certain circumstances and Frasers may then be required to procure his resignation or removal.

Mr Forsey is nevertheless included as a candidate under this Notice because, if he remains a Director when the Conditional Spill Meeting is held, he will be subject to the statutory spill provisions and will need to stand for election in order to remain in office. Accent has not waived, and Mr Forsey's inclusion as a candidate at the Conditional Spill Meeting should not be taken as waiving, any of Accent's rights under the Subscription Agreement. If the obligation under the Subscription Agreement arises, Accent intends to require Frasers to comply with it.

Frasers is also currently pursuing an unsolicited on-market takeover Offer for Accent. Given Mr Forsey's roles as a Frasers executive and its nominee on the Accent Board, he has not participated in the Independent Board Committee established to consider and respond to the Offer.

In respect of Mr Forsey, the Company confirms that it conducted appropriate checks into his background and experience before his appointment to the Board.

The Board does not consider Mr Forsey to be an independent Director because he is an executive of Frasers, was nominated to the Board by Frasers and represents Frasers pursuant to its Director nomination rights under the Subscription Agreement.

The Directors, other than Mr Forsey, make no recommendation in relation to Mr Forsey's election.

Why are there two Voting Forms? Do I need to complete both?

You are encouraged to submit voting instructions for both meetings. You will receive a separate Voting Form for the AGM and the Conditional Spill Meeting. Any votes submitted in respect of the Conditional Spill Meeting will only have effect if Item 4 is passed and the Conditional Spill Meeting proceeds.

Your AGM Voting Form must be received by no later than 10.00am (AEDT) on Wednesday, 18 November 2026. Your Voting Form for the Conditional Spill Meeting must be received by no later than 12.00pm (AEDT) on Wednesday, 18 November 2026.

What does Frasers' position mean for my dividends?

Like many other Australian listed retailers, Accent Group has a longstanding history of paying dividends, and the Board has indicated to the market that it intends to continue to do so. In contrast, Frasers has stated in its Bidder's Statement that it does not support Accent paying dividends for “the foreseeable future”. This is also consistent with Frasers' own approach to dividends - Frasers has not paid a dividend to its own shareholders since 2009. If Frasers obtained greater influence over the Board and that position prevailed, this could materially reduce the prospect of future dividend payments to Accent Shareholders.

Who can I contact with questions?

If you have any questions about the AGM, the Conditional Spill Meeting or how to vote, please call the Accent Shareholder Information Line on:

1300 121 025 (within Australia); or
+61 3 9415 4126 (outside Australia)

Monday to Friday between 8.30am and 5.30pm (AEDT).

2026 Annual General Meeting

2026 Annual General Meeting and Conditional Spill Meeting

Your vote matters this year.

Your Board’s voting recommendations

Annual General Meeting - Friday, 20 November 2026

Conditional Spill Meeting – held if Item 4 is passed at the AGM

Your Directors are voluntarily standing for re-election

Why Now?

How to Vote

FAQ