Notice of 2026 Annual General Meeting
Unity Bank Limited ACN 087 650 637 (the Company)Notice of 2026 Annual General Meeting
Notice is given that the 67th Annual General Meeting (AGM) of the Company will be held on Tuesday 17 November 2026 at Level 25, 201 Elizabeth Street Sydney NSW 2000, commencing at 3:00pm. Members may also attend virtually (see information about virtual attendance below).
Agenda
Apologies
To receive Unity Bank Limited’s Financial Report, Directors’ Report and Auditor’s Report for the financial year ended 30 June 2026.
Approve Director Appointment
To consider and if thought fit to pass the following resolution:‘To approve the appointment of Adrian Evans as director until the end of the 2027 Annual General Meeting.’
Special Resolution – Change to Constitution
To consider and if thought fit to pass the following resolution as a special resolution:'That the Company Constitution be amended as described in the Explanatory Statement to the Notice of 2026 Annual General Meeting by repealing the current Constitution and adopting the version of the Constitution tabled at the meeting and signed by the Chair for the purposes of identification.'
By Order of the BoardRosanna Argall Company Secretary1 October 2026
How to Participate in the Virtual Meeting
This year, members who are unable to physically attend the AGM, may instead attend via Teams, with members able to view presenters, ask questions, make comments and vote on resolutions via electronic poll. Where practicable, we ask that you send your questions in advance of the meeting by emailing returningofficer@unity.bank at least 48 hours prior to the meeting to better ensure they can be answered during the meeting. To remotely participate in the meeting follow these steps:
Email your expression of interest to returningofficer@unity.bank by 13 November 2026. You will receive a Teams meeting registration link via return email.
Register using the email link provided by 3:00pm on 16 November 2026. You will then receive your own individual Teams meeting link.
Click on the individual Teams meeting link or phone in using the contact details provided on 17 November at 3:00pm.
Proxy Voting
You can appoint a proxy to attend and vote at the AGM on your behalf. The proxy does not have to be a member of Unity Bank. An Appointment of Proxy form may be obtained by emailing returningofficer@unity.bank or calling 02 9307 5409. To be valid, your completed Proxy Form must reach the Company no later than 48 hours before the AGM.
If you have any further enquiries with respect to the AGM please contact us at returningofficer@unity.bank before Monday 16 November 2026.
Annual Report
This year’s Annual Report is available to view online or download from our Publications page.
EXPLANATORY STATEMENT
INTRODUCTION
The purpose of this Explanatory Statement is to provide members with an explanation of the business of the meeting and the resolutions proposed to be considered at the Annual General Meeting of the Company on Tuesday 17 November 2026.This Explanatory Statement should be read in conjunction with the notice and forms part of the notice.
AGENDA ITEM 3: APPROVE DIRECTOR APPOINTMENT
The Board appointed Adrian Evans as a director to fill the casual vacancy left by the resignation of Mich-elle Myers, whose term was due to cease at the end of the 2027 Annual General Meeting. Under the Company’s Constitution, for the casual vacancy appointment to continue until the end of the term of the director they replaced, the members must approve the appointment at the first Annual General Meeting after appointment. If members do not approve the appointment, Adrian Evans will immediately cease to be a director.Adrian Evans GAICD is a Non-Executive ‘Elected’ Director of Unity Bank (since April 2026). He is a former Assistant National Secretary of the Maritime Union of Australia, where he was responsible for governance, risk, legal oversight, financial management, and organisational strategy. He is a Graduate of the Australian Institute of Company Directors and holds additional qualifications in climate governance, workplace health and safety, and training and assessment.Adrian has held a range of board and advisory appointments, including Board Director of the Australian Diver Accreditation Scheme (ADAS), where he served on several board committees. He has also held international leadership roles as Vice Chair of the International Transport Workers Federation Offshore Taskforce and Offshore Wind Group, contributing to workforce engagement and regulatory standards in emerging offshore industries.
At a government advisory level, Adrian was appointed to several Western Australian bodies, including the WA Freight and Logistics Council, Fremantle Port Operations Taskforce, and Westport Reference Group, providing strategic input into transport policy, port operations, and supply-chain governance, including COVID-19 supply chain crisis management.
AGENDA ITEM 4: SPECIAL RESOLUTION - CHANGE TO CONSTITUTION
This Special Resolution will modify the Company’s Constitution by:
adopting new purpose and stakeholder governance provisions required for ongoing B Corp certification
removing outdated notice requirements relating to directors over 72
The changes will be made by replacing the current Constitution:New amended ConstitutionNew amended Constitution with tracked changes
B Corp changes
Unity Bank became a certified B Corporation in 2026 (B Corp). Certified B Corps are businesses that meet verified standards of social and environmental performance, public transparency, and legal accountability.
As a requirement for ongoing B Corp certification, the Company must include new provisions in its Constitution that:
specify as a purpose, having an overall positive impact on society and the environment;
require the Board of directors to consider the interests of specific stakeholders, including but not limited to members, and outcomes in its decision-making.
The directors believe that these changes are consistent with the intentions and interests of the Company and encourage positive impacts on the world and environment.
Remove outdated notice requirements
The Corporations Act and the Company’s Constitution previously required directors over the age of 72 to be subject to annual approval by special resolution to be appointed or remain in office. Both the law and the Constitution were amended many years ago to remove this requirement. The special resolution will amend the Constitution to remove provisions that were inadvertently retained that still require reference to this previous process in the notice to members when the election of directors is discontinued.
To be passed this special resolution requires the approval of at least 75% of the votes cast by members at the Annual General Meeting, in person (including virtual attendance) or by proxy.
Directors' recommendation - The Directors unanimously recommend that the members approve this Special Resolution.
