Brisbane Broncos : 14 April 2022 – Notice of Annual General Meeting, Sample Proxy Form and Associated Documents

ASX ANNOUNCEMENT

14 APRIL 2022

BRISBANE BRONCOS LIMITED

2022 NOTICE OF ANNUAL GENERAL MEETING & ASSOCIATED DOCUMENTS

The following documents are attached in relation to the 2022 Annual General Meeting of Brisbane Broncos Limited:

• ⋅ Letter from Chair

• ⋅ Notice of Annual General Meeting

• ⋅ Explanatory Notes

• ⋅ Sample Proxy Form

The Annual General Meeting will be held on Tuesday 17 May 2022 at 10.00am (AEST) at Broncos Leagues Club, 92 Fulcher Road, Red Hill, Queensland 4059.

This announcement has been approved by the Board of Brisbane Broncos Limited.

Yours sincerely

Louise Lanigan Company Secretary Brisbane Broncos Limited

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY NOTES

The Annual General Meeting of

BRISBANE BRONCOS LIMITED

A.C.N. 41 009 570 030

Will be held on: Tuesday 17 May 2022

Time: 10:00am (AEST)

Venue:

Broncos Leagues Club

92 Fulcher Road, RED HILL QLD 4059

This Notice of Annual General Meeting, Explanatory Notes and associated documents should be read in their entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisor.

BRISBANE BRONCOS LIMITED

A.C.N 41 009 570 030

Registered Office: Clive Berghofer Centre, 81 Fulcher Road, Red Hill QLD 4059.

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of BRISBANE BRONCOS LIMITED (BBL) will be held at the Broncos Leagues Club, 92 Fulcher Road, Red Hill on Tuesday 17 May 2022 commencing at 10:00am (AEST).

BUSINESS

Item 1 Financial Statements and Reports

To receive and consider the Annual Financial Report of Brisbane Broncos Limited and its controlled entities together with the Directors' Report and Auditor's Report for the financial year ended 31 December 2021.

Item 2 Remuneration Report - RESOLUTION ONE

To consider and, if thought fit, to pass the following resolution as a non-binding ordinary resolution:

"That the Remuneration Report for Brisbane Broncos Limited and its controlled entities, which forms part of the Directors' Report for the year ended 31 December 2021 be adopted."

(Note: In accordance with the Corporations Act 2001 (Cth) (the Corporations Act), the vote on this resolution is advisory only and does not bind the Directors of BBL).

Voting Exclusion Statement

Item 2 is a resolution connected directly with the remuneration of BBL's Key Management Personnel (KMP). The Corporations Act restricts KMP and their closely related parties from voting on this item. A 'closely related party' of a KMP is defined in the Corporation Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by a KMP of BBL.

In accordance with these requirements, BBL will disregard any votes cast on the resolution in Item 2:

•  by or on behalf of a member of BBL's KMP named in the Remuneration Report or their closely related parties, regardless of the capacity in which the vote is cast; or

•  as a proxy by a person who is a member of the KMP at the date of the AGM or their closely related parties.

BBL will not disregard votes cast on Item 2 if they are cast as a proxy for a person who is entitled to vote on that Item:

•  in accordance with the directions on the Proxy Form; or

•  by the Chair of the Meeting pursuant to an express authorisation to exercise the proxy, even though Item 2 is connected with the remuneration of BBL's KMP.

Item 3 Increase Aggregate Director Remuneration Pool - RESOLUTION TWO

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

"That in accordance with ASX Listing Rule 10.17 and Clause 90.1 of the Company's Constitution the aggregate sum of Directors' Remuneration payable to Non-Executive Directors be increased from $220,000 to $350,000 per annum."

Voting Exclusion Statement

Pursuant to ASX Listing Rule 14.11, BBL will disregard any votes cast on the resolution in Item 3 by or on behalf of any Directors of BBL or any of their associates.

However, BBL is not required to disregard a vote if:

•  It is cast by a person as proxy for a person who is entitled to vote, and it is cast in accordance with the directions on the proxy form; or

•  It is cast by the Chair of the meeting as proxy for a person who is entitled to vote and it is cast in accordance with a direction on the proxy form to vote as the proxy decides.

Item 4 Election of Director - Mr Andrew Fraser - RESOLUTION THREE

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

"That Mr Andrew Fraser, having consented to act as a Director of the Company, and having been appointed by the Directors on 1 December 2021 in accordance with Clause 71 of the Company's Constitution, be and is hereby elected as a Director of Brisbane Broncos Limited."

Item 5 Election of Director - Mr David Asplin - RESOLUTION FOUR

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

"That Mr David Asplin, having consented to act as a Director of the Company, and having been appointed by the Directors on 1 December 2021 in accordance with Clause 71 of the Company's Constitution, be and is hereby elected as a Director of Brisbane Broncos Limited."

BRISBANE BRONCOS LIMITED

A.C.N 41 009 570 030

Registered Office: Clive Berghofer Centre, 81 Fulcher Road, Red Hill QLD 4059.

Item 6 Re-election of Director - Ms Vicki Wilson OAM- RESOLUTION FIVE

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

"That Ms Vicki Wilson OAM, who retires by rotation in accordance with Clause 75 of the Company's Constitution and being eligible offers herself for re-election, be re-elected as a Director of Brisbane Broncos Limited."

By order of the Board of BRISBANE BRONCOS LIMITED

Ms Louise Lanigan

Company Secretary

1.

INTRODUCTION

These Explanatory Notes form an important part of the Notice of Meeting of Brisbane Broncos Limited (BBL) and should be read in conjunction with it. Their purpose is to provide shareholders with relevant information the Board considers material to the decision regarding how to vote on the resolutions proposed for consideration in the Items of Business at the Annual General Meeting (AGM) to be held on Tuesday 17 May 2022 commencing at 10.00am (AEST).

The Board has determined that persons who are registered holders of shares of BBL as at 7.00pm (AEST) on Sunday 15 May 2022 will be entitled to attend and vote at the AGM as a shareholder.

3.

BUSINESS

The business to be addressed at the AGM is outlined in the Notice of Meeting and further explained below.

Item 1 - Financial Statements and Reports

In accordance with the Corporations Act 2001 (Cth) (the Corporations Act), the Financial Report, Directors' Report and Auditor's Report of BBL and its controlled entities for the financial year ended 31 December 2021 will be put before the AGM.

These reports are contained in the Company's 2021 Annual Report. Shareholders can access a copy of the Annual Report on the Company Information section of the Brisbane Broncos websitewww.broncos.com.au.A copy of the Company's 2021 Annual Report has been sent to all shareholders who elected to receive the document.

This item does not require a formal resolution. Accordingly, neither the Corporations Act nor the Company's Constitution requires a vote of shareholders at the AGM on such reports or statements. However, shareholders will be provided with the opportunity to ask questions with respect to these reports either at the AGM or viabbl@broncos.com.au prior to the meeting subject to receipt in advance five business days prior to the AGM, that is by 10:00am (AEST) on Tuesday 10 May 2022.

Item 2 - Remuneration Report - RESOLUTION ONE

It is a requirement under the Corporations Act that the Annual Report for the financial year ended 31 December 2021 contains a Remuneration Report, which forms part of the Directors' Report and sets out the remuneration policy for the Company and its controlled entities and reports on the remuneration arrangements in place for Directors, Officers and Key Management Personnel.

The Corporations Act requires listed companies to put an annual non-binding resolution to shareholders to adopt the Remuneration Report at the AGM. In line with the legislation, this vote is advisory only and does not bind the Directors or the Company. However, Directors will have regard to the outcome of the vote and any discussion when setting the remuneration policies in future years. Shareholders will have the opportunity to ask questions about the BBL Remuneration Report at the AGM or viabbl@broncos.com.au prior to the meeting subject to receipt in advance five business days prior to the AGM as noted above.

A voting exclusion statement applies to this item of business as set out in the Notice of Meeting.

The Board of BBL recommend that shareholders vote in favour of adopting the Remuneration Report. The Chair of the Meeting intends to vote all available proxies in favour of this Resolution.

Item 3 - Increase Aggregate Director Remuneration Pool - RESOLUTION TWO

In order for the total aggregate annual remuneration payable to Non-Executive Directors of the Company to be increased, ASX Listing Rule 10.17 and Clause 90.1 of the Company's Constitution must be complied with. The ASX Listing Rules and the Company's Constitution provides that an increase in the aggregate remuneration pool payable to Non-Executive Directors of the Company must be approved by shareholders by ordinary resolution.

Shareholder approval is sought at this AGM to increase the total aggregate annual remuneration payable to Non-Executive Directors of the Company from $220,000 to $350,000 per annum (to be allocated as the Board determines). The last increase to the remuneration pool for Non-Executive Directors was at the 2010 Annual General Meeting when shareholders approved to increase the aggregate remuneration from $110,000 to $220,000 per annum.

The primary purpose of increasing the total aggregate remuneration pool is to accommodate the recent growth in the number of directors (from five to six in December 2021) and to allow for sufficient capacity to enable the Company to attract and retain the highest quality candidates for the role of Director. It is not intended to increase the actual fees payable to individual Directors in the short term. Rather, the increase would, if approved continue to allow the Company to maintain the optimum Board composition whilst accommodating future market movements and growth.

A voting exclusion statement applies to this item of business as set out in the Notice of Meeting.

The Board of BBL recommend that shareholders vote in favour of the increase in the Aggregate Director Remuneration Pool from $220,000 to $350,000 per annum. The Chair of the Meeting intends to vote all available proxies in favour of this Resolution.

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