Announcement PDF ASX Release CHAIRPERSON’S ADDRESS & COMPANY PRESENTATION AT ANNUAL GENERAL MEETING Melbourne, Australia, 29 November 2024: Vinyl Group Ltd (ASX: VNL), Australia’s only ASX-listed music Company, is pleased to present a copy of the Chairperson’s Address and Company Presentations to be delivered at Vinyl Group’s Annual General Meeting being held today. Authorisation and Additional Information: Vinyl Group Investor Relations: This announcement was authorised by the Board E: investors@vinyl.group of Vinyl Group Ltd -Ends- ABOUT VINYL GROUP Vinyl Group is the heartbeat of an equitable music world, providing tech solutions that connect music creators, fans and brands. The Company’s diverse portfolio has touchpoints across all corners of the global music ecosystem, empowering everyone from creators to consumers. Vinyl.com offers a world-class ecommerce experience including over 50K titles for fans to support their favourite artists. Vampr is a leading dedicated social-professional networking platform and talent marketplace, allowing 1.4M creators to discover collaborators and monetise their work in over 180 countries. Jaxsta is the world’s largest and only database of official music credits with over 380M verified credits to streamline revenue opportunities for businesses in the music industry. Serenade is a Web3 pioneer of physical and digital collectibles that has served over 200+ global artists. Vinyl Group’s media arm includes Mediaweek, the leading media trade publication in Australia, having built its readership and industry respect over its 33 year history, and The Brag Media, Australia’s largest creator of premium youth content and events and publishes iconic titles including Rolling Stone AU/NZ, Variety Australia, TheBrag.com, The Music Network, Tone Deaf, and more. Vinyl Group Ltd | 11 Wilson Street, South Yarra VIC 3141 | ABN 15 106 513 580 | ASX: VNL Welcome: To all participating shareholders in attendance, welcome to this annual general meeting of Vinyl Group. My name is Linda Jenkinson, and I am chairperson of the company. I’d like to begin by acknowledging the Traditional Owners of the lands on which we all meet today and pay my respects to Elders past, present and emerging. I would like to introduce my fellow director Josh Simons in the room and Ken Gaunt, Steve Gledden and Ben Katovsky are online. Our Company Secretary Jorge Nigaglioni is also in attendance. I welcome our shareholders to this meeting. Opening: I am informed that a quorum of members is present, and take pleasure in declaring this meeting open. Agenda: We will cover through the procedure for registration & voting and move to the resolutions presented for shareholder approval. At that time the formal business of the meeting will be called to a close. Our CEO Josh will then provide an update on the progress over the financial year so far and talk more about the strategy of the business going forward. Chair Address: As you have all witnessed, The Vinyl Group is a very different company today than at last year’s AGM. The Company has grown considerably through both acquisition and organic growth in our legacy and newly acquired companies. We are leveraging the synergies across our wider portfolio of technology and services that provides our customers a broad and comprehensive value proposition and a clearer path to profitability. Our path forward is more certain and the efforts of the management team has resulted in the Vinyl Group being recognized as an industry leader. Our transformation has been significant, but we are on a journey, as we aim to continue to advance the size of the business and our breadth of customer solutions as we move toward profitability. I’d like to thank our incredible team, for their hard work, our board and customers as we work to deliver value to our shareholders. Vinyl Group Ltd | 11 Wilson Street, South Yarra VIC 3141 | ABN 15 106 513 580 | ASX: VNL 2024 AGM OFFICIAL BUSINESS 29 November 2024 Agenda Welcome Registration and Voting Resolutions Meeting Close Company Presentation Voting Procedures Matter Procedure Speaking at the meeting Shareholders, proxies or corporate representatives YELLOW indicates a shareholder for the Meeting BLUE indicates a proxyholder for the Meeting RED indicates a visitor, non-voting and ineligible to speak at the Meeting Protocols Voting Raise your White or Green card when the Chairman opens the Meeting to questions (general and each time a Resolution is considered) Give your name or the name of the Shareholder you represent ● ● ● Shareholders, proxies or corporate representatives are entitled to vote Joint shareholdings – only the vote of the shareholder whose name is recorded first in the register will be counted All voting to be determined by a poll Election of Director – Joshua Simons To consider and, if thought fit, pass the following as an ordinary resolution of the Company: RESOLUTION #1 “That Joshua Simons, in accordance with clause 14.3 of the Company’s Constitution and being eligible for election and consenting to act, is elected as a Director of the Company.” Votes % of Votes 726,293,500 99.99% Against 12,961 0.00% Discretionary 72,959 0.01% For Abstain 24,279,234 Re-election of Director – Ken Gaunt To consider and, if thought fit, pass the following as an ordinary resolution of the Company: RESOLUTION #2 “That Ken Gaunt, who retires by rotation in accordance with clause 14.2 of the Company’s Constitution and being eligible for election, is re-elected as a Director of the Company.” For Against Discretionary Abstain Votes % of Votes 730,280,181 99.62% 2,715,389 0.37% 73,823 0.01% 17,589,261 Remuneration Report To consider and, if thought fit, pass the following as a non-binding resolution of the Company: RESOLUTION #3 “That, pursuant to and in accordance with section 250R(3) of the Corporations Act, the Directors’ Remuneration Report contained within the Directors’ Report for the financial year ended 30 June 2024 be adopted.” For Against Discretionary Abstain Votes % of Votes 724,890,212 99.85% 1,006,013 0.14% 75,134 0.01% 24,687,592 Approval Of Additional Share Issue Capacity Under ASX Listing Rule 7.1a RESOLUTION #4 To consider and, if thought fit, pass the following as a special resolution of the Company: “That, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, the Shareholders of the Company approve the issue of equity securities in the Company up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and on the terms and conditions described in the Explanatory Memorandum.” Votes % of Votes 745,665,244 99.37% 4,667,599 0.62% Discretionary 71,519 0.01% Abstain 254,292 For Against Issue of Options – Steve Gledden To consider and, if thought fit, pass the following as an ordinary resolution of the Company: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to: 1. RESOLUTION #5 2. issue 10,000,000 unlisted options to Steve Gledden, being a Director of the Company, or his nominee on the terms and conditions set out in the Explanatory Memorandum which forms part of this Notice of Meeting; and issue up to 10,000,000 fully paid ordinary shares in the Company to Steve Gledden upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum.” Votes % of Votes For 656,068,711 89.22% Against 79,194,342 0.62% 81.873 0.01% Discretionary Abstain 15,313,728 Issue of Options – Ben Katovsky To consider and, if thought fit, pass the following as an ordinary resolution of the Company: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to: 1. RESOLUTION #6 2. issue 10,000,000 unlisted options to Ben Katovsky, being a Director of the Company, or his nominee on the terms and conditions set out in the Explanatory Memorandum which forms part of this Notice of Meeting; and issue up to 10,000,000 fully paid ordinary shares in the Company to Ben Katovsky upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum.” Votes % of Votes 748,640,024 99.73% 1,920,110 0.26% Discretionary 81,873 0.01% Abstain 16,647 For Against Issue of Options – Linda Jenkinson To consider and, if thought fit, pass the following as an ordinary resolution of the Company: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to: 1. RESOLUTION #7 2. issue 10,000,000 unlisted options to Linda Jenkinson, being a Director of the Company, or his nominee on the terms and conditions set out in the Explanatory Memorandum which forms part of this Notice of Meeting; and issue up to 10,000,000 fully paid ordinary shares in the Company to Linda Jenkinson upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum.” Votes % of Votes For 654,069,675 88.95% Against 81,194,342 11.04% 81,009 0.01% Discretionary Abstain 15,313,728 Issue of Options – Ken Gaunt To consider and, if thought fit, pass the following as an ordinary resolution of the Company: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to: 1. RESOLUTION #8 2. issue 10,000,000 unlisted options to Ken Gaunt, being a Director of the Company, or his nominee on the terms and conditions set out in the Explanatory Memorandum which forms part of this Notice of Meeting; and issue up to 10,000,000 fully paid ordinary shares in the Company to Ken Gaunt upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum.” For Against Discretionary Abstain Votes % of Votes 724,542,770 99.84% 8,445,110 1.15% 81,873 0.01% 17,588,901 Election of Director – Joshua Simons To consider and, if thought fit, pass the following as an ordinary resolution of the Company: “That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to: 1. RESOLUTION #9 2. issue 10,000,000 unlisted options to Joshua Simons being a Director of the Company, or his nominee on the terms and conditions set out in the Explanatory Memorandum which forms part of this Notice of Meeting; and issue up to 10,000,000 fully paid ordinary shares in the Company to Joshua Simons upon the exercise of any such unlisted options in accordance with the unlisted options terms set out in the Explanatory Memorandum.” For Against Discretionary Abstain Votes % of Votes 725,089,096 99.82% 1,213,981 0.17% 81,009 0.01% 24,274,568 Adoption of Employee Option Plan To consider and, if thought fit, pass the following as an ordinary resolution of the Company: RESOLUTION #10 “That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.2 (Exception 13(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled “Employee Option Plan” and for the issue of Options under that Employee Option Plan, on the terms and conditions set out in the Explanatory Statement.” Votes % of Votes 725,265,806 99.96% Against 199,992 0.03% Discretionary 86,337 0.01% For Abstain 25,106,919 Ratification of Prior Issue of Securities (Mediaweek Asset Acquisition) To consider and, if thought fit, pass the following as an ordinary resolution of the Company: RESOLUTION #11 “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue on 4 September 2024 of a total of 5,178,624 fully paid ordinary shares in Vinyl Group Ltd at an issue price of 9.66 cents per share, on the terms and conditions set out in the Explanatory Memorandum.” Votes % of Votes 750,528,260 99.99% Against 5,660 0.00% Discretionary 81,009 0.01% Abstain 44,125 For Ratification of Prior Issue of Securities (Serenade Asset Acquisition) To consider and, if thought fit, pass the following as an ordinary resolution of the Company: RESOLUTION #12 “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of the 8,214,396 fully paid ordinary shares in Vinyl Group Ltd at an issue price of 9.74 cents per share on 30 September 2024 to Serenade Sound Pty Ltd, on the terms and conditions set out in the Explanatory Memorandum.” Votes % of Votes 750,531,745 99.99% - 0.00% Discretionary 81,873 0.01% Abstain 45,436 For Against Ratification of Prior Issue of Securities (Options - Shand) To consider and, if thought fit, pass the following as an ordinary resolution of the Company: RESOLUTION #13 “That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Shareholders ratify the issue of the 5,000,000 share options on 15 October 2024 to Max Shand at an exercise price of 16.2 cents per share, on the terms and conditions set out in the Explanatory Memorandum.” Votes % of Votes 750,284,554 99.97% Against 173,846 0.02% Discretionary 81,873 0.01% Abstain 118,581 For Meeting Close Vinyl Group Ltd Joshua Simons Jorge Nigaglioni ACN: 106 513 580 CEO CFO & Company Secretary josh@vinyl.group jorge@vinyl.group 11 Wilson St South Yarra VIC 3141 Australia vinyl.group Annual General Meeting 29 November 2024 Disclaimer This presentation has been prepared by Vinyl Group Ltd ACN 106 513 580 (Vinyl Group or the Company). The material This presentation has been prepared from sources which Vinyl Group reasonably believes to be reliable and accurate as at the contained in this presentation is intended to be summary information only about Vinyl Group and its activities, current time of publication. No representation, warranty or undertaking is made by Vinyl Group, its officers, employees or advisors, that as at the date of this presentation. This presentation should be read in conjunction with other Vinyl Group periodic any source, projection, forecast, assumption or estimate contained in this presentation should or will be achieved. Each person and continuous disclosure announcements filed with the Australian Securities Exchange, available at must conduct their own independent investigation, evaluation and analysis of the matters and data set out in this presentation, www.asx.com.au. and rely entirely on such investigation and analysis. 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We will endeavour to answer as many questions as possible following the presentation. Our Purpose is Connection We build tech solutions that connect music fans, creators and brands Big Hairy Audacious Goal To connect 1000 leading brands, 100M1 music creators and 1B2 fans 1. Midia Research 2024 - 198M music creators by 2030 - https://routenote.com/blog/nearly-200-million-music-creators-predicted-by-2030/ 2. Goldman Sachs 2024 - 1.205B+ music fans by 2030 - https://www.goldmansachs.com/pdfs/insights/pages/music-in-the-air--focus-on-monetisation,-emerging-markets-and-ai--updating-global-music-industry-forecasts-f/music-redaction.pdf Share Price vs Quarterly Revenue (Unaudited) Consolidated Quarterly Revenue (Unaudited) Share Price Josh Simons appointed CEO Vinyl.com first Holiday Retail period The Brag Media acquisition completed 1 $5.4M Fully-Underwritten ANREO Acquisitions completed 2,3 1 2 3 The Brag Media results from Feb 2024 onwards. Mediaweek results from September onwards 2024 Serenade results from October 2024 onwards The Brag Media is Australia’s largest youth publisher. Our premium publishing business reaches over 37% of all Australians each month1, while our events business produces the Rolling Stone Awards and offers commercial partners end-to-end event ideation, production and marketing. CREATE Objectives & Activities ● Reduce Brag Media Campaign COGS by 10% to achieve blended goal of <43%. ● On track to deliver target revenue growth of >15% in H1. ● Complete the Funkified acquisition to enhance our events business, reduce COGS, and accelerate profitability. ● Secure global publishing partnerships to continue our network expansion and diversification strategy. + H2 Roadmap includes Rolling Stone EIC hire, O&O platform redesign, Bluesfest & Rolling Stone Awards 1 total audience of 9.7M per IPSOS report compared to population of 26.0M per Australian Bureau of Statistics Mediaweek is the leading media trade publication in Australia. MW is a content-first company with a talented editorial team focusing on three sectors: Media Owners, Agencies, and Marketers. Mediaweek has built a powerful bespoke content offering for clients with a strong and diverse range of products that includes custom-made podcasts, video series, written content, and events. Objectives & Activities ● Completed the integrated of Media Week into Vinyl Group and Brag Media’s backend with reduced cost structure while maintaining traffic. ● Hired new all female editorial leadership team, positively transforming the business’ perception with media industry and clients. ● Identified revenue growth opportunities by leveraging existing Vinyl resources in the sales process. ● Strengthen relationships with major publishers, Nine, News Corp, 7 and 10. ● Develop and execute premium editorial strategy with objective of creating high value content for media buyers, establishing MW as market leader in the trade industry. COLLECT Vinyl.com is the premier online record store that allows music fans to easily buy their favourite records while browsing through liner notes as though they are digging through crates, exploring who did what on each album and more. We offer music fans an extensive growing catalog of over 50,000 records across all genres to fans in North America, Australia and the UK. Serenade pioneers innovative music products and experiences. Since launching in 2020, Serenade has partnered with >100 record labels and >200 headline and emerging artists including Liam and Noel Gallagher, Muse and Twenty One Pilots. Serenade’s core product, Smart Formats, is the global leader in digitally-connected physical merchandise. Objectives & Activities Objectives & Activities ● Identify and qualify future acquisitions across the supply chain to improve GP margin. ● Increase brand awareness, with revenues and target user acquisition growth >150%. ● Further personalise the shopping experience. ● Increase product line offering. ● Complete global label partnerships with all 3 major labels. ● Expand sales team to accelerate revenue growth. ● Maintain low engineering costs to improve profitability profile. ● Reduce lead time to fulfil custom artist orders on short notice. + Roadmap includes exclusives, new products and subscriptions. Vinyl Group launches e-commerce platform Vinyl.com in UK. CONNECT Vampr is a leading social-professional network and talent marketplace, with 1.4M accounts, helping creatives in 180+ countries, find people to collaborate with to create new music and monetise their work. Jaxsta is the world's only official music credits database with 380+ official data partners. Objectives & Activities ● Rebuild B2B membership features with improved functionality. ● Drive adoption of just-released V2 front-end platform and API. ● Project De-duplication: Addressing the long-standing industry issue of credit duplication to improve the platform experience for both new and existing members. ● Optimise User Acquisition strategy to build revenues. ● Redesign Vampr Connect functionality, whilst continuing web build. ● Further develop Vampr Collabs - the foundation for Marketplace. ● Accelerate development of the global Vampr Ad Network, as first announced in October with Songtradr as first publishing partner. Objectives & Activities For the remainder of CY24, our focus will be on integrating and optimising our recent acquisitions, ensuring they are seamlessly aligned with our strategic goals. This will unlock the ability to realise operational efficiencies and synergies across the group to drive enhanced value and streamline processes through the rest of FY25. This groundwork will position us for accelerated progress in achieving our ambitious goal of being cash flow positive by H1 FY26, with a $20M+ revenue run rate, ensuring sustainable growth and delivering long-term shareholder value.