Latitude : 2022 Notice of Annual General Meeting

For personal use only

Notice of Meeting

PARTNERS IN MONEY

LatITude Group HoldingS LimITEd ACN 604 747 391

For personal use only

Contents

3 Introduction

1. Notice of the Annual General Meeting

1. Items of Business

1. Important information for shareholders

1. Voting restrictions

1. Explanatory Notes

Latitude acknowledges the traditional owners of the lands throughout Australia in which we work and live and pay our respects to the Elders, past, present and emerging.

2

For personal use only

Introduction

Dear Shareholders

It is my pleasure to invite you to participate in the inaugural Annual General Meeting ('AGM' or 'Meeting') of Latitude Group Holdings Limited ('Latitude' or 'the Company').

The AGM will be held on Wednesday, 27 April 2022 at 12 noon AEST and details of the resolutions to be considered at the AGM are included in the Notice of Meeting.

To help promote participation at the AGM, at this stage shareholders and proxyholders will be able attend and participate in the AGM in person at a venue in Melbourne, or via a live webcast through the Computershare AGM online platform. However, as a result of the continuing uncertainty associated with the COVID‑19 pandemic, there is a risk that Latitude will need to take measures that limit or prohibit physical attendance at the AGM in response to government‑imposed restrictions on numbers in venues and public gatherings and to protect the health and safety of attendees, Latitude employees and other stakeholders. If this occurs, Latitude will provide an update on the ASX. As a result, if you wish to participate in the AGM, please consider doing so online instead of attending physically.

Attending in person

The AGM will be held at the RACV City Club, 501 Bourke Street, Melbourne, VIC 3000. If you are attending in person, please bring your Proxy Form with you to assist with your registration. The registration desk will be open from 11:30am.

Attending online

Securityholders must use the Computershare Meeting Platform to attend and participate in the meeting.

To participate in the meeting, you can log in by entering the following URL https://meetnow.global/MDPP6F9 on your computer, tablet or smartphone.

Online registration will open 30 minutes before the meeting.

To make the registration process quicker, please have your SRN/HIN and registered postcode or country

code ready. Proxyholders will need to contact Computershare prior to the meeting to obtain their login details. To participate in the meeting online follow the instructions below.

1. Click on 'Join Meeting Now'.
2. Enter your SRN/HIN. Proxyholders will need to contact Computershare on [phone] prior to the meetings to obtain their login details.
3. Enter your postcode registered to your holding if you are an Australian securityholder. If you are an overseas securityholder select the country of your registered holding from the drop-down list.
4. Accept the Terms and Conditions and 'Click Continue'.

You can view the meeting live, ask questions verbally or via a live text facility and cast votes at the appropriate times while the meeting is in progress

More information on participating in the AGM online (including browser requirements, and how to vote and ask questions) is detailed in the AGM Virtual Meeting Guide available at https://www.computershare.com.au/ virtualmeetingguide.

Latitude Group Holdings  |Notice of Meeting		3

For personal use only

Introduction Continued

Questions from Shareholders

The AGM is intended to give you the opportunity to hear from Ahmed Fahour (MD & CEO) and myself on the performance of the Company. It is also an opportunity for shareholders and proxyholders to ask questions in relation to the Company that may be relevant to the AGM.

During the AGM you will be given the opportunity to ask questions about, or make comments on, the management of the Company, the Remuneration Report and the resolutions being considered at the AGM. Similarly, you will also have the opportunity to ask the Company's auditor, KPMG, questions relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the Company in relation to the preparation of the financial statements, and the independence of the auditor in relation to the conduct of the audit.

You can also submit written questions in advance of the AGM by:

1. Emailing questions to [e-mail]; or
2. Submitting questions online at www.investorvote.com.au.

Written questions provided ahead of the AGM must be submitted by no later than 12 noon (AEST) on Tuesday, 19 April 2022.

We will attempt to respond to as many of the frequently asked questions as possible in the Chairman's and MD & CEO's addresses at the AGM. However, due to the large number of questions we may receive, we will not be replying on an individual basis.

Latitude's website

There is a page on our website dedicated to providing information about the AGM and how to attend

and participate. You can find this information on our homepage https://investors.latitudefinancial.com.au/ investor‑centre/?page=annual‑general‑meetings.

The page includes:

• The Latitude AGM Virtual Meeting Guide (a guide on how to use the AGM online platform);
• Access to the Notice of Meeting and our 2021 Annual Report; and
• Instructions on how to vote online and submit questions prior to the AGM, which you will be able to do via www.investorvote.com.au.

If it becomes necessary to give further updates about the AGM, information will be released on the ASX and made available at https://investors.latitudefinancial.com.au/investor‑centre/.

Shareholder emails and electronic communications

If you haven't done so already, I encourage you to make the switch to paperless communications.

It enables us to provide you with information more quickly, at a lower cost and with less use of finite resources. To make the switch please visit the Company's share registry, Computershare Investor Services at www.computershare.com.au/easyupdate/LFS.

On behalf of the Board, thank you for your continued support as a shareholder. We look forward to welcoming you to our AGM on Wednesday, 27 April 2022.

Yours sincerely

Mike Tilley

Chairman

Latitude Group Holdings Limited

4

Notice of the Annual General Meeting

For personal use only

Latitude Group Holdings Limited ('Latitude' or 'the Company') will hold its 2022 Annual General Meeting ('AGM' or 'Meeting') at 12 noon AEST on Wednesday, 27 April 2022 at RACV City Club, 501 Bourke Street, Melbourne, VIC 3000 and online athttps://meetnow.global/MDPP6F9, to consider the business set out in this Notice of Meeting ('Notice').

The items of business should be read in conjunction with the explanatory notes on pages 13 to 19 ('Explanatory Notes'). The Explanatory Notes form part of this Notice.

Items of Business

1.  Financial statements and reports

To receive and consider the Company's Financial Statements, Directors' Report and Auditor's Report for the year ended 31 December 2021.

2.  Adoption of the Remuneration Report

To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That the Remuneration Report for the year ended 31 December 2021 be adopted."

Note: The Remuneration Report is set out on pages 69 to 93 of the Company's 2021 Annual Report. The vote on this resolution is advisory only and does not bind the directors or the Company.

3.  Election and re‑election of directors

(a)  Election of Mr Andrew Hoshino

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Andrew Hoshino be elected as a director of the Company."

(b)  Re‑Election of Mr Mark Joiner

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Mark Joiner be re‑elected as a director of the Company."

(c)  Re‑election of Mr Michael Tilley

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Michael Tilley be re‑elected as a director of the Company."

4.  Grant of Performance Rights to Managing Director & CEO, Mr Ahmed Fahour

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

"That the grant of 625,479 performance rights to the Company's Managing Director and Chief Executive Officer, Mr Ahmed Fahour, on the terms described in the Explanatory Notes, be approved for all purposes."

Latitude Group Holdings  |Notice of Meeting		5