Great. Thank you and welcome. Thanks everyone for making the time this afternoon to join us on Friday, the 23rd of October 2026 for our extraordinary general meeting of Kelly Partners Group Holdings Limited. I appreciate everyone participating in the process and sharing their feedback. We have done our best to answer questions that are directly relevant at this time. During the process, we have put a Q&A out as we have gone and tried to make sure that we have addressed most of what people have asked that is directly relevant to these four resolutions at this time. There have been questions about future governance, remuneration, equity incentives, and a whole list of other things that are probably best covered at the AGM, which will be on the 30th of November .
I want to thank our board and our senior team, especially Kenneth Ko and Joyce Au, who worked so hard to get this process to where it is at the moment, as well as our external advisors. Now I would like to hand over to Steve Rouvray, who is our Deputy Chairman, to run the meeting. I think Steve is muted, Joycey.
Okay, I will start again. Can you hear me now?
Yeah.
Right.
Beautiful. Thanks, Steve.
Now it is past 11:00 A.M., and as a quorum is present, I declare the meeting open for business and confirm that meeting is being properly constituted. I would first of all like to introduce the board. Brett has already opened up there. We have Ryan MacNamee, Paul Kuchta, and an apology from Ada Poon. Also in attendance is Chris Stojcevski from Computershare Investor Services, and he will be the returning officer for today's meeting. Also in attendance is Ken Ko, CFO, and Joyce Au, Company Secretary. There are no other apologies for today's meeting. Being a virtual meeting, I would like to thank you for joining us via the Teams webinar platform. At the top of your screens, you will see the Q&A function, which you may use to submit questions or comments.
When you submit a question or comment, please begin by identifying the resolution to which it relates so that it can be addressed at the appropriate time. Questions which relate to general business of the company will be collected and addressed after the close of the formal business of the meeting. We now move to the formal business as set out in the notice of meeting. The notice of extraordinary general meeting was sent to all registered members on or about 21 September 2026, and is to be taken as read. Voting on the resolutions today will be conducted by poll. For the purposes of the poll, I appoint Chris Stojcevski of Computershare Investor Services, the company's share registry, as returning officer to conduct the poll. Computershare Investor Services has the proxy forms received and prepared summaries of them.
Shareholders attending via Teams who have already submitted a proxy vote should note that their votes will be counted in the poll. You do not need to vote again unless you wish to change your proxy instruction. Shareholders in attendance that have not submitted a vote by proxy and wish to vote on the resolutions being put to the meeting today can do so by following the instructions provided in the notice of meeting. On your screen are instructions for how to log into the online voting. Please note that the online voting portal is now open and will remain open until the poll is declared closed. Your votes must have been submitted prior to the poll being closed for them to count. Instructions for registering and voting through the online voting portal are displayed on your screen and in the Q&A.
All undirected proxies or open votes appointing the chair of the meeting as proxy will be cast in favor of each resolution in the notice of meeting. Are there any questions in relation to the voting process? If not, we will move on. We will now proceed to the resolutions set out in the notice of meeting. All resolutions proposed in this notice of meeting are interconditional, meaning that none of them will take effect unless all four are passed. Resolution 1, Delisting from the Official List of the ASX. Resolution 1 is as follows: To consider, and if thought fit, to pass with or without amendment. Resolution 1, delisting from the official list of the ASX as a special resolution. That subject to and conditional upon Resolutions 2, 3 and 4 being passed for the purposes of Listing Rule 17.11.
For all other purposes, the company be removed from the official list of the ASX on a date to be announced by the company, being no earlier than the later of one month after the date this resolution is passed and the date on which Nasdaq listing approval is received. The directors be authorized to do all things reasonably necessary for the removal of the company from the official list of the ASX and for its listing on Nasdaq. If you have any questions on this resolution, please submit your question via the Q&A.
Steve, we don't have any questions on this resolution.
Okay.
Thank you.
Right. The proxies received in relation to this resolution are presented on the screen. Joyce, do you have the proxies?
Yes, it's been shared on the screen.
Okay. I now put the resolution to motion. Shareholders may vote via the Computershare online portal. We'll move on to Resolution 2, Amendments to the Constitution for Class B Share Terms. Resolution 2 is as follows: to consider, and if thought fit, to pass, with or without amendment, Resolution 2, Amendments to Constitution for Class B Share Terms as a special resolution. That subject to and conditional upon Resolutions 1, 3, and 4 being passed for the purposes of Section 136, subsection 2 of the Corporations Act, and for all other purposes, shareholders approve the amendments to the constitution as set out in the form of constitution signed by the Chairman for the purposes of identification at the meeting, with the amendments to take effect from the close of the meeting. If you wish to discuss this resolution, please submit your question via the Q&A.
Proxies received in relation to this resolution are presented on the screen. If there are no questions, I now put the resolution to motion. Shareholders can vote via the Computershare online portal. Move on to Resolution 3, Consolidation of Ordinary Shares. Resolution 3 is as follows: to consider, and if thought fit, to pass, with or without amendment, Resolution 3, Consolidation of Ordinary Shares as an ordinary resolution. That, subject to and conditional upon Resolutions 1, 2, and 4 being passed for the purposes of Section 254H of the Corporations Act and the company's constitution, and for all other purposes, approval is given for the consolidation of the company's existing ordinary shares on the basis that every three ordinary shares be consolidated into one ordinary share.
And where the consolidation results in a fraction of a share being held, the company be authorized to round that fraction up or down, as the case may be, to the nearest whole share, with an effective date to be determined by the board and on the terms and conditions set out in the explanatory memorandum. If you wish to discuss this resolution, please submit your question via Q&A. The proxies received in relation to this resolution are presented on the screen. If there are no questions, I now put the resolution to motion. Shareholders can vote via the Computershare online portal. Resolution 4, Acquisition of a substantial asset from a substantial (10%+) holder. Resolution 4 is as follows: to consider, and if thought fit, to pass, with or without amendment, Resolution 4, Acquisition of a substantial asset from substantial (10%+) holder as an ordinary resolution.
That, subject to and conditional upon Resolutions 1, 2, and 3 being passed for the purposes of ASX Listing Rule 10.1 and for all other purposes, shareholders approve the acquisition by the company through the ESS Trust of ordinary shares from Kelly Investments Number 1 Proprietary Limited as trustee for the Kelly Family Trust 1 on the terms and conditions set out in the explanatory memorandum. If you wish to discuss this resolution, please submit your question via the Q&A. Proxies received in relation to this resolution are presented on the screen. If there are no questions, I put the resolution to motion. Shareholders can vote via the Computershare online portal. This concludes the resolutions to be voted on today. As noted, we are conducting a poll on all four resolutions. I note the poll is already open. Please ensure that you have submitted your votes.
I will allow one further minute before closing the poll. If you have any questions about submitting an online vote, please send them through now. I declare the poll closed. The staff of Computershare Investor Services will now process the poll. The results of the poll will be announced to the ASX after the close of the meeting. We will move on to other business. Is there any other business that can be lawfully brought forward?
Steve, we haven't received any questions.
Okay. Brett, any other comments you would like to make?
No. Thanks, Steve, for running the meeting, and everyone who has been involved. I appreciate all of your effort. It is an exciting time for the company with a huge amount of work to do from here, so thank you.
There being no further questions, I would like to thank all members for their attendance today. This concludes the business of the meeting, and I declare the meeting closed.