Announcement PDF Arbitr Group Limited | ASX: AGT ASX ANNOUNCEMENT Wednesday, 11 November 2026 Capital Raising – Lodgement of Prospectus On Wednesday, 4 November 2026, Arbitr Group Limited (ASX: AGT) (Arbitr or the Company) announced a fully underwritten non-renounceable pro rata rights issue to raise approximately A$3.86 million before costs (Rights Issue), underwritten by Taurus Capital Group Pty Ltd, and a separate conditional placement to raise a further A$1 million, subject to shareholder approval under ASX Listing Rule 10.11 (Placement). Under the Rights Issue, Eligible Shareholders (defined below) may subscribe for three (3) new fully paid ordinary shares (New Shares) for every five (5) existing shares held at 7.00pm (AEDT) on Monday, 16 November 2026 (Record Date). The New Shares will be offered at an issue price of A$0.10 per New Share to raise A$3,860,357.90 before costs. The Company has today lodged a transaction specific prospectus for the Rights Issue (Prospectus) with the Australian Securities and Investments Commission and the New Zealand Disclose Register, with a copy given to ASX. The Prospectus also serves as a cleansing prospectus to facilitate the on-sale of shares issued under the Placement. The Prospectus, together with a personalised entitlement and acceptance form, is expected to be dispatched on Thursday, 19 November 2026 to Eligible Shareholders, being those shareholders with a registered address in Australia, New Zealand or Hong Kong at the Record Date (Eligible Shareholders). The Company has otherwise determined, pursuant to ASX Listing Rule 7.7.1(a), that it would be unreasonable to make offers under the Prospectus to shareholders with registered addresses outside Australia, New Zealand and Hong Kong, having regard to the small number of such shareholders and the costs of complying with legal and regulatory requirements in each of those jurisdictions. A copy of the Prospectus accompanies this announcement and will be available to Eligible Shareholders at [https://investors.arbitr.ai/]. Eligible Shareholders are advised that the Rights Issue is expected to open on Thursday, 19 November 2026 and is expected to close at 5.00pm (AEDT) on Monday, 30 November 2026, unless extended or withdrawn in accordance with the ASX Listing Rules. An Eligible Shareholder’s rights under the Rights Issue is non-renounceable. Accordingly, Eligible Shareholders may not trade their entitlements on ASX. Eligible Shareholders should read the Prospectus in full and follow the instructions in the Prospectus and their personalised entitlement and acceptance form if they wish to participate. This announcement has been authorised for release by the Board of Arbitr Group Limited. For more details, please contact: David Sowerby, Interim Co-Chief Executive Officer - david@arbitr.ai Amanda Cribb, Chief Financial Officer - amanda@arbitr.ai Rights Issue and Cleansing Prospectus Rights Issue and Cleansing Prospectus Arbitr Group Limited NZ Company Number 1008867; ARBN 628 707 399 (formerly known as Straker Limited) ASX Code: AGT Rights Issue (a) For a pro rata non-renounceable offer to Eligible Shareholders of approximately 38,603,579 New Shares at an issue price of $0.10 per Share on the basis of three (3) New Shares for every five (5) Existing Shares held at the Record Date, 16 November 2026, to raise approximately $3,860,357.90 before costs (Rights Issue). (b) The Rights Issue is fully underwritten by Taurus Capital Group Pty Ltd ACN 622 499 834, subject to the conditions and termination rights in the Underwriting Agreement summarised in Section 4.4. (c) The Rights Issue closes at 5:00pm (AEDT) on 30 November 2026, unless extended or withdrawn in accordance with the ASX Listing Rules. Placement (a) For the issue of 10,000,000 New Shares (Placement Shares) to Oquirrh Ventures Special Opportunities II, LLC (Oquirrh Ventures) (an entity associated with a Company director) at an issue price of $0.10 per share to raise $1 million (Placement). (b) The issue of the Placement Shares to Oquirrh Ventures is subject to shareholder approval under ASX Listing Rule 10.11 at an extraordinary general meeting indicatively scheduled for 14 December 2026. The Rights Issue and the Placement collectively referred to as Offers. Important Notice The Prospectus is an important document and should be read in its entirety. This Prospectus is prepared in accordance with section 713 of the Corporations Act for the Rights Issue and to facilitate secondary trading of Placement Shares for the purposes of section 707(3) of the Corporations Act. The Securities offered by this Prospectus should be considered as highly speculative. If you have any questions about any part of this Prospectus, please contact your professional adviser without delay. The Offers are not open to the general public. This Prospectus must not be distributed or released in the United States or to U.S. wire services. The Offers contained herein are not being made in the United States or to persons acting for the account or benefit of U.S. persons. Rights Issue and Cleansing Prospectus Contents Corporate Directory 1 Important Notice 3 Key Investment Information 10 Timetable and Important Dates 13 1. Details of the Offer 14 2. Risk factors 33 3. Rights and liabilities attaching to securities 43 4. Additional information 49 5. Directors’ authorisation 63 6. Glossary 64 Rights Issue and Cleansing Prospectus 1 Corporate Directory Directors Linda Jenkinson – Chair Steven Bayliss – Independent Director Ronald Edward Heinz Jr – Director Company Secretary Yushra Haniff Registered Office Level 2, 49 Parkway Drive Rosedale, New Zealand, 0632 ASX Code AGT Lead Manager and Underwriter for Rights Issue Taurus Capital Group Pty Ltd ABN 92 622 499 834 Authorised representative of RM Capital Pty Ltd (AFSL 221938) Suite 7, 1 Alvan Street Mt Lawley WA 6050 Legal Adviser Dentons Australia Level 16, 77 Castlereagh Street Sydney NSW 2000 Legal Adviser in New Zealand Dentons Kensington Swan 18 Viaduct Harbour Avenue Auckland 1010 New Zealand Corporate Adviser* Latimer Partners Level 39, Aurora Place 88 Phillip Street Sydney NSW 2000 Auditor* BDO Auckland Level 4, Building A, BDO Centre 4 Graham Street Auckland, 1010, New Zealand Share Registry* MUFG Corporate Markets (AU) Limited Liberty Place, Level 41 Rights Issue and Cleansing Prospectus 2 161 Castlereagh Street Sydney NSW 2000 *These entities are included for information purposes only. They have not participated in the preparation of this Prospectus, nor have they consented to being named in this Prospectus. Rights Issue and Cleansing Prospectus 3 Important Notice Arbitr Group Limited (formerly known as Straker Limited) is a company incorporated in New Zealand with NZ Company Number 1008867, registered as a foreign company in Australia with ARBN 628 707 399, and listed on the official list of the ASX (Company). This Prospectus is dated 11 November 2026 (Prospectus Date) and was lodged by the Company with the Australian Securities and Investments Commission (ASIC) and the NZ Disclose Register on that date. Neither ASIC, the Australian Securities Exchange (ASX), the New Zealand Financial Markets Authority nor any of their respective officers take responsibility for the contents of this Prospectus or the merits of the investment offered herein. No Securities may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. No person is authorised to provide any information or make any representation in relation to this Prospectus that is not expressly contained within it. Any such information or representation should not be relied upon as having been authorised by the Company in connection with this Prospectus. The Securities offered by this Prospectus should be considered as highly speculative. Prospective investors, including Eligible Shareholders and the Placement Participant, are strongly advised to read this Prospectus in full and carefully consider its contents. It contains important information about the Rights Issue and Placement and the Securities available. Investors should seek independent professional advice where appropriate to assess the suitability of the investment in light of their individual circumstances. This Prospectus is a transaction-specific prospectus for an offer of continuously quoted securities, as defined under the Corporations Act, and has been prepared in accordance with section 713 of the Corporations Act. It has been prepared for the Rights Issue and to facilitate secondary trading of the Placement Shares for the purposes of section 707(3) of the Corporations Act. In accordance with the reduced disclosure requirements applicable to transaction-specific prospectuses under the Corporations Act, this Prospectus does not include the same level of detail as a prospectus for an initial public offering. This Prospectus is required to contain only information that is material to investors for assessing: • the effect of the issue of the Securities on the Company; and • the rights and liabilities attaching to the Securities. It is not necessary for this Prospectus to include general information regarding the Company’s assets and liabilities, financial position, performance, or prospects, except to the extent that such information is materially impacted by the issue of the Securities. The representations contained in this Prospectus have been made on the basis that the Company is a disclosing entity for the purposes of the Corporations Act. Accordingly, certain information relevant to the Company is publicly available or may reasonably be expected to be known by investors and their professional advisers, whom prospective investors may consult in relation to the Offers. No Exposure Period An exposure period does not apply to the Rights Issue and Placement offered under this Prospectus being a transaction-specific prospectus under section 713 of the Corporations Act. Rights Issue and Cleansing Prospectus 4 Eligible Shareholders The offer under the Rights Issue is being made to all Shareholders as at 7.00pm (AEDT) on the Record Date (16 November 2026) with a registered address in Australia, New Zealand and Hong Kong. Ineligible investors The Company has decided that it is unreasonable to make offers under the Rights Issue to Shareholders who are located outside Australia, New Zealand and Hong Kong or who are otherwise ineligible under applicable securities laws to receive an offer under the Rights Issue (Ineligible Shareholders), having regard to the number of such holders in those jurisdictions, the number and value of the Shares that they would be offered and the cost of complying with the relevant legal and regulatory requirements in those jurisdictions. Therefore, Ineligible Shareholders are not eligible to participate in the Rights Issue. Continuous disclosure obligations The Company is a ‘disclosing entity’ as defined under section 111AC of the Corporations Act and, accordingly, this Prospectus has been prepared in accordance with section 713 of the Corporations Act. As a listed entity, the Company is subject to regular reporting and disclosure obligations. In particular, the Company is required to comply with the continuous disclosure requirements under the ASX Listing Rules and the Corporations Act. This means the Company must immediately disclose to the market any information that a reasonable person would expect to have a material impact on the price or value of its Securities. This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest. Having taken all reasonable precautions and made appropriate enquiries, the Company believes that, notwithstanding the suspension of trading in its securities of ASX during part of the three months preceding lodgement of this Prospectus on 11 November 2026 and their reinstatement to official quotation on 2 September 2026, it has complied with the general and specific requirements of the ASX Listing Rules applicable during the three months preceding the issue of this Prospectus. In particular, the Company has notified ASX of information concerning events or matters as they have arisen, in accordance with its continuous disclosure obligations, for the purpose of making such information available to the market operated by ASX. Please refer to Section 4.2 for further details. No Investment Advice The information contained in this Prospectus does not constitute financial product advice or investment advice, and has been prepared without taking into account your individual objectives, financial situation, or particular needs, including matters relating to taxation. Before deciding whether to subscribe for Securities offered under this Prospectus, you should consider whether the investment is appropriate in light of your personal circumstances. It is recommended that you seek independent professional advice from your accountant, financial adviser, stockbroker, lawyer, or other qualified adviser. Rights Issue and Cleansing Prospectus 5 Forward-looking statements This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targeted’, ‘expects’, or ‘intends’ and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a few assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and the Company’s management. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward- looking statements. The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. These forward-looking statements are subject to various risk factors that may cause actual results to differ materially from those anticipated. Risk factors Please refer to Section 2 for details of the risks associated with an investment in the Company. As with any securities investment, there are risks associated with investing in the Company. Investors should be aware that an investment in the Company involves risks that may be greater than risks associated with an investment in some other companies. The principal risks that could affect the financial and market performance of the Company are detailed in Section 2 of this Prospectus. The Securities on offer under this Prospectus should be considered highly speculative. Accordingly, before deciding to invest in the Company, investors should read this Prospectus in its entirety and should consider all factors in light of their individual circumstances and seek appropriate professional advice. The risks associated with investing in the Company, including transaction-specific and general investment risks, are detailed in Section 2 of this Prospectus. Eligible Shareholders and the Placement Participant should review the entire Prospectus before applying for Shares. Investors should consider the risks outlined in Section 2, in conjunction with the broader information contained throughout this Prospectus, before making any investment decision. An investment in the Company should be assessed in light of each investor’s individual objectives, financial position, and risk tolerance. Prospectus availability Shareholders with a registered address in Australia, New Zealand and Hong Kong can obtain a copy of this Prospectus during the Rights Issue offer period on https://events.miraqle.com/agt-offer or by contacting the Company. If you access an electronic copy of this Prospectus, you should ensure that you download and read the entire Prospectus. The electronic copy of this Prospectus available from the Company’s website will not include a personalised Entitlement and Acceptance Form. Eligible Shareholders should follow the instructions on their personalised Entitlement and Acceptance Form, including the applicable Rights Issue and Cleansing Prospectus 6 BPAY® or EFT payment instructions. Payments by BPAY® must be made using the Customer Reference Number (CRN) provided on the personalised Entitlement and Acceptance Form. Payments by EFT must include the Eligible Shareholder’s HIN or SRN in the payment reference to enable reconciliation. Overseas shareholders The Rights Issue is intended for Eligible Shareholders with registered addresses in Australia, New Zealand or Hong Kong at 7.00pm (AEDT) on the Record Date (16 November 2026). Distribution outside those jurisdictions may be restricted by law. Persons receiving this Prospectus must observe applicable restrictions. This Prospectus does not, and is not intended to, constitute an offer or invitation to subscribe for securities in any jurisdiction where such an offer would be unlawful. It is intended to be lodged with ASIC and the NZ Disclose Register, with a copy given to ASX. This Prospectus has not been, and will not be, lodged, filed, or registered with any regulatory authority outside Australia or New Zealand. Please refer to the below warning statement and section 1.25 for the other important information for New Zealand investors. Important information for New Zealand investors – warning statement This offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 (Aust) and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the Financial Markets Conduct Act 2013 and Part 9 of the Financial Markets Conduct Regulations 2014. This offer and the content of the offer document are principally governed by Australian rather than New Zealand law. In the main, the Corporations Act and the regulations made under that Act set out how the offer must be made. There are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian regime. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies, and compensation arrangements for New Zealand financial products. Both the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to this offer. If you need to make a complaint about this offer, please contact the Financial Markets Authority, New Zealand (http://www.fma.govt.nz). The Australian and New Zealand regulators will work together to settle your complaint. The taxation treatment of Australian financial products is not the same as for New Zealand financial products. If you are uncertain about whether this investment is appropriate for you, you should seek the advice of a financial advice provider. The offer may involve a currency exchange risk. The currency for the financial products is not New Zealand dollars. The value of the financial products will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the financial products to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars. If the financial products are able to be traded on a financial product market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not Rights Issue and Cleansing Prospectus 7 operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New Zealand. Hong Kong The Offers have not been, and will not be, authorised by the Securities and Futures Commission of Hong Kong pursuant to the Securities and Future Ordinance (Cap. 571) (Hong Kong) and that the Offers have not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (Hong Kong) or any other legislation of Hong Kong. No action has been taken in Hong Kong to authorise or register this Prospectus or to permit the distribution of this Prospectus or any documents issued in connection with it. Accordingly, this Prospectus and any document or material in connection with the Offers does not constitute a prospectus as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (Hong Kong) nor a document which is required to be authorised by the Securities and Futures Commission of Hong Kong. No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are intended to be disposed of only to the Eligible Shareholders with a registered address in Hong Kong. No person will offer, sell, distribute or otherwise dispose of, or cause to be offered, sold, distributed or otherwise disposed of, any of the New Shares in Hong Kong, by means of any document, other than to persons who are ‘professional investors’ within the meaning of the Securities and Future Ordinance (Cap. 571) (Hong Kong) and the Securities and Futures (Professional Investor) Rules (Cap. 571D) (Hong Kong), or to Eligible Shareholders with a registered address in Hong Kong, or in circumstances which do not constitute an offer to the public within the meaning of the Securities and Future Ordinance (Cap. 571) (Hong Kong) or the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) (Hong Kong). Selling restriction in the United States The Placement Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act), or the securities laws of any state or other jurisdiction of the United States. The Placement Shares are being offered and issued only to Oquirrh Ventures, which is located in the United States, in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States other than the Placement Shares to Oquirrh Ventures. No Rights Issue Shares are being offered in the United States or to persons acting for the account or benefit of persons in the United States. The Placement Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act. They may not be offered, sold, pledged or otherwise transferred except: (a) to the company; (b) outside the United States in accordance with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act; (b) within the United States in accordance with (i) Rule 144A under the U.S. Securities Act or (ii) Rule 144 under the U.S. Securities Act, if available, and, in each case, in compliance with applicable state securities laws of the United States; or (d) within the United States in a transaction that does not require registration under the U.S. Securities Act or any applicable state securities laws. The issue of Placement Shares is not a public offer in the United States. No form of general solicitation or general advertising (within the meaning of Rule 502(c) under the U.S. Securities Act) has been, or will be, used in connection with the Placement. Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the Placement Shares or passed upon the adequacy or Rights Issue and Cleansing Prospectus 8 accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. Application for Shares Applications under the Rights Issue must be made in accordance with this Prospectus and the instructions on the applicant’s personalised Entitlement and Acceptance Form. Electronic Prospectus An electronic copy of this Prospectus will be available at https://events.miraqle.com/agt-offer. The Rights Issue may only be accepted by Eligible Shareholders in accordance with this Prospectus and their personalised Entitlement and Acceptance Form. Eligible Shareholders should apply using their personalised Entitlement and Acceptance Form and follow its payment and lodgement instructions. A hard copy of this Prospectus may be obtained free of charge by contacting the Company at https://events.miraqle.com/agt-offer. No cooling-off rights Cooling off rights do not apply to an investment in Shares issued under this Prospectus. This means that, except where permitted by the Corporations Act you cannot withdraw your Application once it has been accepted. Company Website Any documents or other information accessible on the Company’s website do not form part of this Prospectus and have not been incorporated by reference. Investors should not rely on such materials when making investment decisions in relation to the Offers contained in this Prospectus. Financial information The Company’s financial year ends on 31 March each year. The Company’s audited financial statements for the financial year ended 31 March 2026 are contained in its Annual Report released to ASX on 31 August 2026, which is available at www.asx.com.au. Having regard to the period elapsed since 31 March 2026, the Company has prepared pro forma financial information to reflect relevant subsequent changes in its financial position, as set out in Section 1.27 of this Prospectus. That information should be read together with the audited financial statements and the notes, assumptions and adjustments accompanying the pro forma financial information. The Company has not reproduced its detailed financial statements or included forward-looking financial forecasts in this Prospectus. The pro forma financial information should not be regarded as a forecast of the Company’s future financial performance. Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship The Company will apply to participate in CHESS, operated by ASX Settlement Pty Ltd. Investors who have, or wish to have, a sponsoring stockbroker will be able to hold their Securities through CHESS. Investors who do not elect to participate in CHESS will be issuer sponsored by the Company. Under the electronic sub-register system, the Company will not issue physical certificates for Securities. Instead, holders will receive holding statements detailing the number of Securities issued to them under this Prospectus. The holding statements will also include the holder’s unique Holder Identification Number (HIN) or Security Holder Reference Number (SRN), along with Rights Issue and Cleansing Prospectus 9 guidance on how Securities may be bought or sold under either CHESS or issuer sponsorship arrangements. Electronic sub-registers enable the transfer of ownership of Securities without the need for paper- based documentation. Additionally, holders will receive monthly statements if there have been any changes to their holdings during the preceding month. Definitions and Time Unless the contrary intention appears or the context otherwise requires, words and phrases contained in this Prospectus have the same meaning and interpretation as given in the Corporations Act and capitalised terms have the meaning given in the Glossary in Section 6. All references to time in this Prospectus are references to Australian Eastern Daylight Time. Privacy statement The Company collects, holds, and uses personal information provided by investors to assess applications, manage shareholder relationships, facilitate distribution payments, and enable corporate communications. This information may also be disclosed, as required or permitted by law, to third parties including: • persons inspecting the share register (such as potential bidders in takeover scenarios), • regulatory authorities including the Australian Taxation Office, • authorised securities brokers, • print and mail service providers, and • the Company’s share registry. Shareholders have the right to access, correct, and update the personal information held by the Company. To do so, please contact the Company’s share registry using the contact details provided in this Prospectus. The collection, use, and disclosure of personal information is governed by applicable legislation, including the Privacy Act 1988 (Cth), Privacy Act 2020 (NZ), the Corporations Act, the Compani