2025 Notice of Meeting and Proxy Form

23 October 2025

Company Announcements Australian Stock Exchange Limited Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Dear Sir / Madam,

We enclose a copy of the:

1. 2025 Notice of Meeting (with attachments);

2. Proxy Form; and

3. Letter to Shareholders of Harvey Norman Holdings Limited.

If you have any queries, please do not hesitate to contact the writer.

This document was authorised to be provided to the ASX by Chris Mentis, Company Secretary of Harvey Norman Holdings Limited.

Yours faithfully,

Company Secretary

Notice is hereby given that the Annual General Meeting of Shareholders of Harvey Norman Holdings Limited ACN 003 237 545 (Meeting) will be held at Novotel Sydney Olympic Park, 11A Olympic Boulevard, Sydney Olympic Park, New South Wales 2127 on Wednesday 26 November 2025 at 11am (AEDT).

Shareholders are invited to attend the Meeting in person. Shareholders who are unable to attend may listen to the Meeting live by telephone by dialling 1800 870 656 (within Australia) or

+61 2 9009 0730 (dialling internationally) and providing their Voter Access Code (VAC). Shareholders who listen to the Meeting by telephone will not be able to ask questions, make comments or cast live votes whilst the Meeting is in progress. Instead, Shareholders may submit a question or make a comment prior to the Meeting (see below for further details).

Shareholders who are unable to attend the Meeting in person are encouraged to complete a proxy at https://www.votingonline.com.au/hvnagm2025 using their VAC, or by completing and returning the Proxy Form (see Attachment C).

If it becomes necessary or appropriate to make alternative arrangements for the holding or conduct of the Meeting, including changing the venue, implementing capacity limits or moving to online participation, we will announce this on the Company's website https://www.harveynormanholdings.com.au/2025agm and via the ASX market announcement platform.

1. To receive the Company's Financial Statements, the Directors' Declaration, the Directors' Report and Independent Audit Report for the year ended 30 June 2025.

   ‌Note: Shareholders are not required to vote on this item of business.

   Remuneration Report

2. To adopt the Remuneration Report as included in the Directors' Report for the year ended 30 June 2025.

   Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

   Election of Directors

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

   "That Ms Kay Lesley Page, a Director who retires by rotation at the close of the Meeting in accordance with Article 63A of the Constitution of the Company and being eligible, be re-elected as a Director of the Company."

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

   "That Mr Kenneth William Gunderson-Briggs, a Director who retires by rotation at the close of the Meeting in accordance with Article 63A of the Constitution of the Company and being eligible, be re-elected as a Director of the Company."

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

   "That Mr Maurice John Craven, a Director who retires by rotation at the close of the Meeting in accordance with Article 63A of the Constitution of the Company and being eligible, be re-elected as a Director of the Company."

   Election of Non-Board Endorsed Director Candidate

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

   ‌"That Mr Stephen Mayne, having self-nominated for election, be elected as a Director of the Company".

   Special Business ‌Grants of Performance Rights under Harvey Norman 2016 Long Term Incentive Plan ‌Grant of Performance Rights to John Evyn Slack-Smith and permit John Evyn Slack-Smith to acquire Shares in the Company

7. To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without amendment:

   "That, for the purpose of Listing Rule 10.14, section 208 of the Corporations Act and for all other purposes, approval be given for the Company to grant up to 90,500 Performance Rights to Mr John Evyn Slack-Smith and permit Mr John Evyn Slack-Smith to acquire Shares in the Company (whether by issue or by on-market purchase) under the Harvey Norman 2016 Long Term Incentive Plan, on the terms set out in the Explanatory Notes."

   ‌Grant of Performance Rights to Chris Mentis and permit Chris Mentis to acquire Shares in the Company

8. To consider, and if thought fit, pass the following resolution as an ordinary resolution with or without amendment:

   ‌"That, for the purpose of Listing Rule 10.14, section 208 of the Corporations Act and for all other purposes, approval be given for the Company to grant up to 90,500 Performance Rights to Mr Chris Mentis and permit Mr Chris Mentis to acquire Shares in the Company (whether by issue or by on-market purchase) under the Harvey Norman 2016 Long Term Incentive Plan, on the terms set out in the Explanatory Notes."

   ELIGIBILITY TO VOTE

   For the purposes of the Meeting, the Directors have determined that Shares will be taken to be held by persons registered as Shareholders of the Company at 7pm (AEDT) on Monday 24 November 2025.

   ‌PROXIES

   ‌Each Shareholder who is entitled to attend and vote at the Meeting may appoint not more than two proxies to attend and vote at the Meeting on the Shareholder's behalf. A proxy need not be a Shareholder of the Company and may be either an individual or a body corporate. Where two proxies are appointed by a Shareholder, the Shareholder may specify the proportion or number of votes which each proxy is entitled to exercise on a poll. If the appointment does not specify the proportion or number of Shareholder's votes, each proxy may exercise one half of the votes on a poll.

   CORPORATE REPRESENTATIVES

   A body corporate which is a Shareholder, or the proxy of a Shareholder, may appoint an individual as its representative to exercise all or any of its powers that it could exercise at the Meeting. The representative should bring to the Meeting, original documentation evidencing their appointment, including any authority under which the appointment is signed. Any other people from the body corporate wishing to attend the Meeting should register as guests.

   ‌PROXY DEADLINE

   All proxies lodged at https://www.votingonline.com.au/hvnagm2025 or via a Proxy Form (and, if the Proxy Form is not signed by the Shareholder, the power of attorney or other authority (if any) under which the Proxy Form is signed (or a certified copy of that power of attorney or other authority)), must be received by the Company at least 48 hours before the time for holding the Meeting - that is, by 11am (AEDT) on Monday 24 November 2025. Proxy Forms and related documents may be lodged with the Company by the methods set out in the Proxy Form.

   ‌SUBMISSION OF WRITTEN QUESTIONS OR COMMENTS PRIOR TO THE MEETING

   Shareholders who are unable to attend the Meeting are able to submit a question or make a comment in writing prior to the Meeting, by emailing Boardroom at enquiries@boardroomlimited.com.au. The questions or comments must be submitted by 11am (AEDT) Monday 24 November 2025.

   ‌ATTACHMENTS

   1. Voting Exclusion Statement

   2. Explanatory Notes and Glossary

   3. Proxy Form

   Dated this 23rdday of October 2025

   
   
   Chris Mentis

   Company Secretary

   ‌ATTACHMENT A ‌VOTING EXCLUSION STATEMENT ‌HARVEY NORMAN HOLDINGS LIMITED ACN 003 237 545 (COMPANY)

   On 26 November 2025 at the Annual General Meeting of its Shareholders, for each of the following proposed resolutions:

   ‌Ordinary Business ‌Resolution 2: To adopt the Remuneration Report as included in the Directors' Report for the year ended 30 June 2025

   ‌The Company will disregard any votes cast on Resolution 2, in any capacity, by or on behalf of:

   1. any key management personnel of the Company, being those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company, details of whose remuneration are included in the Remuneration Report (Key Management Personnel); and

   2. any associate or closely related party of any Key Management Personnel.

   Closely related parties of Key Management Personnel are defined in the Corporations Act and include certain family members and any companies controlled by Key Management Personnel.

   However, the Company need not disregard a vote if:

   • it is cast by a proxy or attorney appointed in writing for a person who is entitled to vote, in accordance with a direction on the Proxy Form as to how the proxy is to vote on the proposed resolution;

   • the vote is not cast on behalf of any Key Management Personnel, or any closely related party of any Key Management Personnel; or

   • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

     1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate or closely related party of any Key Management Personnel; and

     2. the holder votes on the resolution in accordance with the directions given by the beneficiary to the holder to vote in that way.

        ‌Special Business ‌Resolution 7: Grant of Performance Rights to John Evyn Slack-Smith and permit John Evyn Slack-Smith to acquire Shares in the Company

        ‌The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of:

        1. Mr John Evyn Slack-Smith, Mr Chris Mentis, Mr Gerald Harvey and Ms Kay Lesley Page; and

        2. each associate of Mr John Evyn Slack-Smith, Mr Chris Mentis, Mr Gerald Harvey and Ms Kay Lesley Page.

        However, the Company need not disregard a vote if:

   • it is cast by a proxy or attorney appointed in writing for a person who is entitled to vote, in accordance with a direction on the Proxy Form as to how the proxy is to vote on the proposed resolution;

   • it is cast by the person chairing the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction on the Proxy Form to vote as the proxy or attorney decides; or

   • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

     1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

     2. ‌the holder votes on the resolution in accordance with directions given by the beneficiary to the holder in that way.

     ‌Further, the Company will disregard any votes cast by any Key Management Personnel (or any of their closely related parties) as proxy, where the appointment does not specify the way the proxy is to vote on this Resolution, unless the proxy is the person chairing the Meeting and has been expressly authorised to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of any Key Management Personnel.

     Resolution 8: Grant of Performance Rights to Chris Mentis and permit Chris Mentis to acquire Shares in the Company

     ‌The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of:

     1. Mr Chris Mentis, Mr John Evyn Slack-Smith, Mr Gerald Harvey and Ms Kay Lesley Page; and

     2. each associate of Mr Chris Mentis, Mr John Evyn Slack-Smith, Mr Gerald Harvey and Ms Kay Lesley Page.

     However, the Company need not disregard a vote if:

   • it is cast by a proxy or attorney appointed in writing for a person who is entitled to vote, in accordance with a direction on the Proxy Form as to how the proxy is to vote on the proposed resolution;

   • it is cast by the person chairing the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with the direction on the Proxy Form to vote as the proxy or attorney decides; or

   • a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

   1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

   2. ‌the holder votes on the resolution in accordance with directions given by the beneficiary to the holder in that way.

   Further, the Company will disregard any votes cast by any Key Management Personnel (or any of their closely related parties) as proxy, where the appointment does not specify the way the proxy is to vote on this Resolution, unless the proxy is the person chairing the Meeting and has been expressly authorised to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of any Key Management Personnel.

   ‌ATTACHMENT B ‌Explanatory Notes ‌Defined Terms

   In these Explanatory Notes, capitalised terms are defined in the Glossary included at the end of these Explanatory Notes.

   ‌Item 1 To receive the Company's Financial Statements, the Directors' Declaration, the Directors' Report and Independent Audit Report for the year ended 30 June 2025.

   1. ‌The 2025 Annual Report of the Company has been made available to Shareholders and is published on the Company's website (https://www.harveynormanholdings.com.au).

   2. ‌The Chairman will allow a reasonable opportunity for the Shareholders as a whole at the Meeting to ask questions about, or make comments on, the management of the Company.

   3. ‌Shareholders will be given a reasonable opportunity to ask the auditor of the Company questions about the conduct of the audit or the content of the Independent Audit Report.

   4. ‌Shareholders are not required to vote on this item of business.

   ‌Resolution 2 - Adoption of Remuneration Report

   1. ‌The Chairman will allow a reasonable opportunity for the Shareholders as a whole to ask questions about, or make comments on, the Remuneration Report.

   2. ‌If you appoint the Chairman as your proxy, the Chairman will not vote any undirected proxies in respect of Resolution 2.

   3. ‌If you appoint the Chairman as your proxy and you want your Shares to be voted on Resolution 2, you should direct the Chairman how to vote on Resolution 2 by completing Step 2 in the Proxy Form.

   4. ‌Votes will not be counted in respect of Resolution 2 if you provide an undirected proxy, unless you nominate as your proxy the Designated Proxy Holder (as defined in the Proxy Form attached to the Notice of Meeting) or any person who is not:

      1. ‌Key Management Personnel; or

      2. ‌a closely related party of any Key Management Personnel.

   5. ‌The Board recommends that Shareholders vote in favour of Resolution 2.

   6. ‌The Designated Proxy Holder intends to vote undirected proxies in favour of Resolutions 2 to 5 (inclusive), and in favour of Resolutions 7 and 8.

   7. ‌The Designated Proxy Holder intends to vote undirected proxies against Resolution 6.

   ‌Resolution 3 to 5 - Election of Directors

   1. ‌Article 63A of the Constitution of the Company provides that at every annual general meeting, one third of the Directors of the Company must retire from office and that no Director shall retain office for a period exceeding three years, without submitting himself or herself for re-election.

   2. ‌Ms Kay Lesley Page, Mr Kenneth William Gunderson-Briggs, and Mr Maurice John Craven who retire at the end of the Meeting, submit themselves for re-election.

   3. ‌The Board (with the exception of each Director in relation to their own election) supports the re-election of Ms Kay Lesley Page, Mr Kenneth William Gunderson-Briggs, and Mr Maurice John Craven.

   ‌Resolution 3 - Kay Lesley Page Executive Director and Chief Executive Officer

   1. ‌Ms Page joined Harvey Norman® in 1983 and became a director of the Company in 1987. Ms Page is employed by Yoogalu Pty Ltd. Since 1999, Ms Page has overall Chief Executive Officer responsibility for each controlled entity of the Company in Australia, and is a director of each member of the Consolidated Entity.

   2. ‌The Board recommends that Shareholders vote in favour of Resolution 3.

   ‌Resolution 4 - Kenneth William Gunderson-Briggs B. Bus, FCA, MAICD, Non-Executive Director (Independent)

   1. ‌Mr. Gunderson-Briggs was appointed a director of Harvey Norman Holdings Limited on 30 June 2003. Mr. Gunderson-Briggs is a chartered accountant and a registered company auditor. Mr. Gunderson-Briggs has been involved in public practice since 1982 and a partner in a chartered accounting firm since 1990. Mr. Gunderson-Briggs' qualifications include a Bachelor of Business from the University of Technology, Sydney and he is a Fellow of the CA ANZ.

   2. ‌Mr. Gunderson-Briggs was appointed Chair of the Remuneration Committee on 16 December 2015 and was appointed Chair of the Audit & Risk Committee and Nomination Committee on 25 November 2020.

   3. ‌Mr. Gunderson-Briggs was appointed as an independent Non-Executive Director of NTAW Holdings Limited (formerly National Tyre and Wheel Limited), a company listed on the ASX, from 13 December 2023.

   4. ‌The Board recommends that Shareholders vote in favour of Resolution 4.

   ‌Resolution 5 - Maurice John Craven B.Sc., FAICD, Non-Executive Director (Independent)

   1. ‌Mr. Craven was appointed a director of Harvey Norman Holdings Limited on 27 March 2019 and became a member of the Nomination Committee of the Company on 24 June 2021. Mr. Craven holds a Bachelor of Science degree from the University of Melbourne and is a Fellow of the Australian Institute of Company Directors. Mr. Craven has been actively involved with innovation and growth in technology empowered industries for more than 25 years and prior to that was a partner for 25 years with Andersen Consulting. Mr. Craven is Chair of Specialisterne Australia.

   2. ‌The Board recommends that Shareholders vote in favour of Resolution 5.

   ‌Resolution 6 - Election of Non-Board Endorsed Director Candidate

   1. ‌A non-Board endorsed candidate, Mr Mayne has self-nominated for election.

   2. ‌The Board considers the relevant principles in determining the suitability of an individual to be appointed as a Director of the Company to be integrity, business savvy, an owner-orientated attitude and a deep genuine interest in the business of the Consolidated Entity. In applying these principles to the Consolidated Entity:

      • Integrity requires a level of fundamental honesty, candour and frankness in dealing with colleagues, regulators and third parties.

      • Business savvy requires a deep understanding of one or more of the sectors of retail, property, franchising and digital.

      • An owner-orientated attitude requires the individual to hold, control or benefit from a significant parcel of shares so that their financial interests are aligned with long term interest of the Company's shareholders or to have a perspective of advising owners of businesses and understanding the principles of wealth generation.

      • A deep genuine interest in the business means the individual has a career based on job performance in, or has a keen focus on, the retail, property, franchising or digital sectors, and can bring an independence of mind and outlook to Board deliberations.

   3. ‌Having regard to the principles adopted by the Board for determining suitability of a Director, the Board does not believe that it is in the best interests of shareholders that Mr Mayne be elected as a Director of the Company. The Board recommends that shareholders vote against Resolution 6.

   4. ‌The following information was provided by Mr Mayne and has not been independently verified by the Company, nor does the Company make any representation as to its accuracy. The Board does not endorse the platform on which Mr Mayne is standing.

      Stephen Mayne, 56. BCom (Melb). GAICD. Stephen is a Walkley Award-winning business journalist and Australia's best known retail shareholder advocate who has 12 years' experience serving on capital city and suburban councils. He nominated for the Harvey Norman board after the majority of independent votes cast opposed the re-election of 3 non-independent directors at the 2024 AGM, repeating a trend over many years. As occurred when he stood in 2019 and received 85.47 million votes in favour, Mr Mayne is again nominating to provide a platform for shareholders to register their concern about the lack of independent directors, safe in the knowledge that the controlling families will ensure his nomination does not succeed. Mr Mayne also believes it is time for 86 year old executive chair Gerald Harvey to retire and embrace a more conventional board governance model going forward. He can be contacted by email to Stephen@maynereport.com or via https://www.maynereport.com

   5. ‌The Board recommends that Shareholders vote against Resolution 6.

   ‌Resolutions 7 and 8 - Grant of performance rights and acquisition of Shares in the Company under the LTI Plan

   2016 Long Term Incentive Plan

   1. ‌In Resolutions 7 and 8, Shareholders are being asked to approve the grant of performance rights and acquisition of Shares in the Company by Directors of the Company, details of which are set out below, under the Harvey Norman 2016 Long Term Incentive Plan (LTI Plan). An overview of the rules governing the LTI Plan is set out below.‌

      Remuneration Principles and Strategy

   2. ‌The executive remuneration strategy of the Company is designed to attract, motivate and retain high performing individuals and align the interests of executives with shareholders. A detailed illustration of how the remuneration strategy of the Company aligns with the strategic direction and links remuneration outcomes to performance is set out at pages 36 and 37 of the 2025 Annual Report.

      Responsibilities of the Remuneration Committee

   3. ‌The Remuneration Committee is responsible for making recommendations to the Board on the remuneration arrangements for executive Directors and non-executive Directors (NEDs).‌

   4. ‌The Remuneration Committee assesses the appropriateness of the nature and amount of remuneration of NEDs and executives on a periodic basis by reference to relevant employment market conditions, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high performing director and executive team. The Remuneration Committee engaged independent remuneration expert consultants (Consultants) to provide analysis, observations and advice to the Remuneration Committee in relation to the design, level and composition of executive remuneration (Expert Advice). The Expert Advice was used by the Remuneration Committee to inform‌

      the decisions of the Remuneration Committee in relation to the design, level and composition of executive remuneration.

   5. ‌The Remuneration Committee comprises three NEDs, two of whom are independent NEDs (which includes the chairman of the Committee). Further information on the role, responsibilities and membership of the Remuneration Committee can be seen in the 2025 Annual Report, which is also accessible at https://www.harveynormanholdings.com.au.

      Summary of the LTI Plan Rules

   6. ‌The LTI Plan is part of the Company's executive remuneration framework, aimed at aligning executive remuneration with the creation of sustainable shareholder value over the longterm. The LTI plan is governed by the LTI Plan Rules.‌

   7. ‌Under the LTI Plan Rules, the Board in its absolute discretion, may invite executive directors of the Company and such other persons as the Board selects (Participant), to participate in the LTI Plan. On acceptance of the invitation, a Participant is granted performance rights (Performance Rights), each being a right to acquire one Share on payment of the exercise price (if any) and, if applicable, receive the Dividend Equivalent Amount (if any) on exercise, on the terms and conditions determined by the Board, including the Board having the discretion to make a cash equivalent payment instead of an allocation of Shares. The invitation to Participants will set out the terms of issue of any grant of Performance Rights, including such service conditions and financial and nonfinancial terms and conditions (Conditions) as the Board (after consideration of recommendations of the Remuneration Committee), determines from time to time.‌

   8. ‌The Board must not grant Performance Rights if the number of Shares which have been or would be issued in aggregate as a result of Performance Rights under the LTI Plan Rules, or offers over the previous 3-year period, would exceed 5% of the total number of Shares on issue at the date of when the invitation to accept the grant would otherwise be made.

   9. ‌Performance Rights:

      1. ‌will not carry any voting rights.

      2. ‌will not carry any dividend rights.

      3. ‌are non-transferable except in limited circumstances or with the consent of the Board.

      4. ‌will not be quoted on the ASX.

   10. ‌In general, where a Participant resigns or is terminated for cause before a Performance Right vests, all unvested Performance Rights will lapse. Subject to the law and unless the Board (after consideration of the recommendations of the Remuneration Committee) determines otherwise, where a Participant ceases employment in "good leaver" circumstances (such as by reason of death, disability or otherwise in circumstances approved by the Board), the Participant's unexercised Performance Rights remain subject to the LTI Plan Rules and the grant terms as if the Participant's employment had not ceased.

   11. ‌If the Performance Rights vest and are exercised, the Participant may receive the Dividend Equivalent Amount, delivered as additional Shares which are equal in value to the amount of dividends that would have been paid to the Participant and re-invested into Shares at the close price on the ex-dividend date as if the Participant had been the owner of Shares until the date of exercise. No Dividend Equivalent Amounts are paid during a vesting period. A Participant has no entitlement to any Dividend Equivalent Amount for Performance Rights that do not vest.

   12. ‌The Company has established an employee share trust for the purpose of acquiring and holding Shares to be used to satisfy the entitlements of Participants in respect of their vested Performance Rights. For this purpose, the Company may issue new Shares to the

       trust or procure (including by making contributions to the trust) that Shares are acquired on market to be held by the trust. Under the LTI Plan Rules, the Board also has the discretion to make it a term of the grant of Performance Rights that Shares awarded on the vesting of Performance Rights must be held in the trust for a restricted period before the Participant is entitled to deal with those Shares.

   13. ‌In the event of fraud, dishonesty or breach of obligations, the Board (after consideration of the recommendations of the Remuneration Committee) may make a determination, including lapsing Performance Rights, to ensure that no unfair benefit is obtained by a Participant.

   14. ‌In the event of a takeover, scheme of arrangement or other transaction which may result in a person becoming entitled to exercise control over the Company, the Board has a discretion to determine whether any unvested Performance Rights should vest, lapse or become subject to different Conditions or whether any restricted period applying to resulting Shares should be lifted.

   15. ‌The LTI Plan and its rules are administered by the Board. Subject to the Listing Rules and applicable legal requirements, the Board has the right (after consideration of the recommendations of the Remuneration Committee) to:

       1. ‌make all determinations required under the LTI Plan Rules; and

       2. ‌waive or modify the application of all or any of the LTI Plan Rules or any grant made under the LTI Plan Rules, including any Conditions,

          as the Board considers appropriate.

   16. ‌A copy of the LTI Plan Rules will be available for inspection at the Company's registered office during normal business hours, prior to the Meeting.

       Summary of Terms of Issue

   17. ‌Each executive named in Resolutions 7 and 8 will be granted Performance Rights to acquire Shares in the Company, subject to the satisfaction of Conditions as determined by the Board (after consideration of the recommendations of the Remuneration Committee).

   18. ‌The Performance Rights will be granted in a single tranche (Tranche FY26) shortly after the Meeting and, subject to certain Conditions being met, will be exercisable between 1 January 2029 and 31 October 2040.‌

   19. ‌The number of Performance Rights proposed to be granted to each of the executive Directors is calculated as a proportion of the fixed remuneration of each respective executive Director based on the 10-day VWAP following the announcement of the results of the Company for the year ending 30 June 2025, and is set out in the following table:

       Executive	Tranche FY26 Performance Rights
       John Evyn Slack-Smith	90,500
       Chris Mentis	90,500

   20. ‌No amount is payable in respect of the grant of a Performance Right.

   21. ‌The exercise price for each Performance Right will be nil.

   22. ‌Performance Rights will not be listed on the ASX.

   23. ‌Dividends will not be paid on unvested Performance Rights.

   24. ‌If exercised, each vested Performance Right will convert into one Share. In addition, on exercising the vested Performance Rights, the Participant will receive a Dividend Equivalent Amount in relation to those exercised Performance Rights, delivered as additional Shares which are equal in value to the amount of dividends that would have been paid to the Participant and re-invested into Shares based on the close price on the ex-‌

       dividend date as if the Participant had been the owner of Shares from the grant date until the date of exercise. The Board retains a discretion to make a cash equivalent payment instead of an allocation of Shares.

       Application will be made to list any new Shares issued on the exercise of the Performance Rights on the ASX and such Shares will rank equally with other Shares and will not carry restrictions on trading (except as set out in the Company's share trading policy).

   25. ‌Unvested Performance Rights will lapse when one of the following events occur:

       1. ‌five years from the grant date or such earlier date specified by the Board;

       2. ‌the Board determines the Performance Rights granted to a Participant should lapse, as a result of any fraud, gross misconduct or conduct by that Participant which brings the Company into disrepute; or

       3. ‌the Board determines the relevant requirements in relation to Performance Rights granted to a Participant, including any Conditions, have not been and are incapable of being, met.

   26. ‌Vested Performance Rights will be exercisable between 1 January 2029 and 31 October 2040.

   27. ‌Performance conditions will apply to the Performance Rights and are to be tested over a three-year period. Each Performance Right granted to a Participant is subject to a service condition.

   28. ‌The Board (after consideration of the recommendations of the Remuneration Committee) may at any time, reduce the number of exercisable Performance Rights if there is only partial achievement of the performance conditions.

   29. ‌The Board reserves the right to make adjustments to the number of Performance Rights, subject to the Listing Rules, if there is a bonus or rights issue or other reconstruction of capital before the Performance Rights are exercised.

   30. ‌Performance Rights are transferable only after satisfaction of all performance conditions and will carry no right to receive dividends or to vote.

   31. ‌Subject to the Listing Rules, Performance Rights may be exercised before their specified exercise date in limited circumstances such as a change of control in the Company e.g. a takeover offer is made to acquire the whole of the Company's Shares then the Performance Rights may be exercised, or where the Board exercises its discretion in accordance with the LTI Plan Rules.

   32. ‌A Performance Right will not entitle a Participant to participate in new issues of Shares without exercising the Performance Right. If there is a reorganisation of the capital of the Company, the rights attaching to a Performance Right may be changed by the Board (after consideration of the recommendations of the Remuneration Committee), subject to compliance with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

   33. ‌If there is a pro rata issue (except a bonus issue) to Shareholders, the number of Performance Rights will be adjusted in accordance with the Listing Rules.

   34. ‌Shareholder approval is required under Listing Rule 10.14 for all issues of Performance Rights to directors of the Company. The Board (after consideration of the recommendations of the Remuneration Committee), has reviewed the overall remuneration arrangements of each executive director named in proposed Resolutions 7 and 8 (Grantee) and believes the Performance Right allocations proposed are reasonable having regard to the circumstances of the Company, the duties and responsibilities of each Grantee and market levels of remuneration of executives of similar sized organisations.‌

   35. ‌The Board (after consideration of the recommendations of the Remuneration Committee), considers the number of Performance Rights proposed to be granted to each Grantee is appropriate.

       Performance Conditions

   36. ‌Performance conditions are deemed to be an essential component of all variable reward entitlements. The proposed allocation of Performance Rights will be subject to service conditions and financial performance conditions. The Board (after consideration of the recommendations of the Remuneration Committee), in its discretion, may impose additional non-financial performance conditions which must be satisfied as a condition of exercise of any Performance Rights by a Grantee, along with the service conditions and financial performance conditions.

       Financial Performance Conditions

   37. ‌In this condition, the following terms have the following meanings:‌

       1. ‌Aggregate APBT means the aggregate of the amounts of the annual net profit before income tax of the Consolidated Entity for each of the Financial Years, but excluding any amounts accounted for in the financial statements of the Consolidated Entity for increments or decrements arising from any revaluation of land or buildings in the Financial Years;
       2. ‌Aggregate Net Assets means the amount equivalent to the aggregate of the amounts of the net assets of the Consolidated Entity, excluding non-controlling equity interests, as at each of 30 June 2025, 2026 and 2027 as described in the annual report of the Consolidated Entity in respect of each of the Financial Years;
       3. ‌Financial Years means the financial years ending 30 June 2026, 2027 and 2028;
       4. ‌RONA means the following fraction expressed as a percentage:

          Aggregate APBT Aggregate Net Assets

   38. ‌RONA is a key financial metric link to performance. Full vesting of the Performance Rights is conditional upon achievement of RONA of at least 20%. If an amount of 12.5% is achieved, 25% of the Performance Rights will vest with a proportionate or partial vesting of the remaining 75% of the Performance Rights upon the achievement of RONA in the range of 12.5% to 20%.

       Non-Financial Conditions

   39. ‌The Board (after consideration of the recommendations of the Remuneration Committee) may impose non-financial performance conditions consistent with the execution of the strategy of the Company and mitigation of risk. Any non-financial conditions must be satisfied along with the service conditions and financial performance conditions. The question as to whether any non-financial performance conditions have been satisfied will be determined by the Board (after consideration of the recommendations of the Remuneration Committee).

       Service Conditions

   40. ‌The service condition in respect of Performance Rights of a Participant will be deemed to be satisfied if at 31 December 2028:‌

       1. ‌the Participant has not resigned or provided notice of resignation of employment from the Company, except in order to retire from the workforce;

       2. ‌the Company has not terminated the employment of the Participant for cause; and

       3. ‌the Board has not determined that the Performance Rights should lapse as a result of any fraud, gross misconduct or conduct of the Participant which brings the Company into disrepute.

   41. ‌If the Participant dies before the Performance Rights are exercised, but the relevant performance condition has been satisfied and the conditions in paragraph 8.40 do not apply, the estate of the Participant may exercise the Performance Rights.

   42. ‌No Director may participate in deliberations by the Board about, or decisions of the Board in respect of, the remuneration of that Director.‌

       Information required under Listing Rules Listing Rules 10.14 and 10.15 - Acquisition of securities in the Company

   43. ‌Shareholder approval is required under Listing Rule 10.14 for all grants of Performance Rights to Directors and acquisition of securities in the Company by Directors.

   44. ‌The Company is proposing to grant Performance Rights and permit executive Directors to acquire Shares in the Company under the LTI Plan, as set out in Resolutions 7 and 8 and in the corresponding Explanatory Notes in this Attachment B.

   45. ‌Listing Rule 10.14 provides that a listed company must not permit any of the following persons to acquire equity securities under an employee incentive scheme.

       Listing Rule 10.14.1 - a director of the company;

       Listing Rule 10.14.2 - an associate of a director of the company; or

       Listing Rule 10.14.3 - a person whose relationship with the company or a person referred to in the Listing Rule 10.14.1 or 10.14.2 is such that, in the ASX's opinion, the acquisition should be approved by its shareholders,

       unless that company obtains the approval of its shareholders.

   46. ‌The proposed grant of Performance Rights and subsequent acquisition of Shares under the LTI Plan falls within Listing Rule 10.14 and therefore requires the approval of the Company's Shareholders under Listing 10.14.

   47. ‌Resolutions 7 and 8 seek the required Shareholder approval for the purposes of Listing Rule 10.14.

   48. ‌If Resolutions 7 and 8 are passed, the Company will:

       1. ‌grant the Performance Rights to each executive Director; and‌

       2. permit each executive Director to acquire Shares in the Company under the LTI Plan, and on the terms set out in the Explanatory Notes.

   49. ‌If Resolutions 7 and 8 are not passed:

       1. ‌the Company will not grant any Performance Rights to any Director; and

       2. ‌no Director will be permitted to acquire Shares in the Company under the LTI Plan; and‌

       3. the Company instead will pay the cash equivalent amount of the value of the benefit that would have been received by each executive Director had the Performance Rights been granted.

   50. ‌Listing Rule 10.15 requires that a notice of meeting to approve the issue of securities under Listing Rule 10.14 include the following information:

       ‌Listing Rule 10.15.1 - Name of the person

       1. the names of all persons entitled to participate in the scheme are John Evyn Slack-Smith and Chris Mentis;

          ‌Listing Rule 10.15.2 - Which category in rules 10.14.1 - 10.14.3 the person falls within and why:

       2. each person identified in Resolutions 7 and 8 is a director of the Company and falls within Listing Rule 10.14.1;

          Listing Rule 10.15.3 - The number and class of securities proposed to be issued to the person under the scheme for which approval is being sought

       3. ‌subject to satisfaction of all relevant Conditions:‌

          1. ‌the maximum number of Shares that may be acquired by each Grantee in respect of each Performance Right exercised by that Grantee is one Share plus the Dividend Equivalent Amount (if any);

          2. the total number of Performance Rights proposed to be granted to each Grantee under the LTI Plan, in the financial year ending 30 June 2026 (Tranche FY26) is set out below:

             Grantee	Tranche FY26 Performance Rights
             John Evyn Slack-Smith	90,500
             Chris Mentis	90,500

             Listing Rule 10.15.4 - Details (including the amount) of the director's current total remuneration package

       4. ‌set out below are the details (including the amount) of the total remuneration package of each Grantee for financial year 2025;

          
          
          
          
          
          
          
          
          
          
          
          

          For the avoidance of doubt, the total remuneration package summarised above does not include the proposed Tranche FY26 grant.

          Listing Rule 10.15.5 - the Number of securities that have previously been issued to the person under the scheme and the average acquisition price (if any) paid by the person for those securities

       5. ‌the number of Performance Rights and Shares previously issued or allocated under the LTI Plan to each Grantee is set out in the following table. All Performance Rights have been issued for nil consideration and the exercise price for Performance Rights (when vested and eligible for exercise) is nil;

          Grantee	Total number of Performance Rights previously granted	Total number of Shares previously acquired on exercise of Performance Rights	Total number of Performance Rights previously granted that have lapsed
          John Evyn Slack-Smith	1,125,100	534,228	285,272
          Chris Mentis	1,047,100	456,228	285,272

          ‌Listing Rule 10.15.6 - Further information if securities are not fully paid ordinary shares

       6. Information about the Performance Rights is set out in paragraphs 8.6 to 8.42 (inclusive). Any securities acquired by a Grantee on exercise of vested Performance Rights under the LTI Plan will be fully paid ordinary Shares in the Company.

          Listing Rule 10.15.7 - The date or dates on or by which the entity will issue the securities to the person under the scheme. This must be no later than 3 years after the date of the meeting.

       7. ‌The Performance Rights will be granted in a single tranche as described below, and subject to satisfaction of the relevant performance conditions and service conditions (which relate to the financial years ending 30 June 2026, 2027 and 2029), vested Performance Rights are exercisable between 1 January 2029 and 31 October 2040. Any unvested Performance Rights will lapse five years from the grant date (if not prior).

          Grantee	Tranche FY26 Performance Rights
          John Evyn Slack-Smith	90,500
          Chris Mentis	90,500

          It is intended the Performance Rights will be granted shortly following the Meeting, but in any event must be issued no later than 26 November 2028;

          ‌Listing Rule 10.15.8 - The price at which the entity will issue the securities to the person under the scheme

       8. the price for each Performance Right and the exercise price of any Performance Right will be nil;

          ‌Listing Rule 10.15.9 - A summary of the material terms of the scheme

       9. a summary of the material terms of the LTI Plan is set out in the Explanatory Notes in Attachment B to this Notice of Meeting

          Listing Rule 10.15.10 - A summary of the material terms of any loan that will be made to the person in relation to the acquisition

       10. ‌no loan is proposed in relation to the grant of Performance Rights or the acquisition of Shares under the LTI Plan;

           ‌Listing Rule 10.15.11 - Details of securities issued to be published in annual report and participation in scheme

       11. ‌details of any securities issued under this scheme will be published in each annual report of the Company relating to a period in which securities have been issued, and that approval for the issue of securities was obtained under ASX Listing Rule 10.14;

       12. any additional persons who become entitled to participate in the scheme after the resolution was approved and who were not named in the notice of meeting will not participate until approval is obtained under ASX Listing Rule 10.14;

           Listing Rule 10.15.12 - A voting exclusion statement

       13. ‌a voting exclusion statement is set out in Attachment A to this Notice of Meeting.

   51. ‌If Shareholder approval is given under Listing Rule 10.14, approval is not required under Listing Rule 7.1.

   52. ‌The NEDs are not entitled to participate in the proposed grant of Performance Rights. The non-executive directors are Christopher Herbert Brown, Kenneth William Gunderson-Briggs, Luisa Catanzaro, Michael John Harvey and Maurice John Craven.

       Part 2E of the Corporations Act

   53. ‌The following information is provided in accordance with section 219 of the Corporations Act:

       The related parties to whom Resolutions 7 and 8 would permit the financial benefit to be given.

   54. ‌The related parties to whom the proposed resolutions would permit financial benefits to be given are:

       1. ‌John Evyn Slack-Smith; and‌

       2. Chris Mentis.

          The nature of the financial benefit

   55. ‌The nature of the proposed financial benefits is described above in paragraphs 8.1 to 8.42.

       The recommendations of the directors of the company

   56. ‌The Board recommends that Shareholders vote in favour of Resolutions 7 and 8 for the reasons set out below:

       1. ‌the Directors wish to maintain a remuneration plan for senior executive which involves pay for performance, consistent with good corporate governance;‌

       2. ‌the Directors believe that the maintenance of the plan will assist the Consolidated Entity to attract and retain key employees who, in the opinion of the Board, are able by virtue of their experience and skills, to influence operational performance necessary to achieve sustained growth in shareholder wealth; and

       3. the Board believes that the proposed grant of the Performance Rights to the Grantees under the LTI Plan will align the remuneration of the senior executive team with the long-term strategic objectives of the Company by tying performance conditions to measures, targets and initiatives designed to execute and achieve the strategic objectives determined by the Board.

          The interest of each director in the outcome of Resolutions 7 and 8

          John Evyn Slack-Smith

   57. ‌John Evyn Slack-Smith is a director of the Company, a participant in the LTI Plan and has a relevant interest in Shares. John Evyn Slack-Smith is an employee of Yoogalu Pty Ltd, a controlled entity of the Company and may benefit directly from the outcome of Resolution 7, and as such John Evyn Slack- Smith has an interest in the outcome of Resolution 7.

   58. ‌If Resolution 7 is approved, John Evyn Slack-Smith will obtain a benefit by way of the grant to him of the Performance Rights and (subject to satisfaction of all relevant Conditions) acquisition of Shares, as described above in paragraphs 8.1 to 8.42.

       Chris Mentis

   59. ‌Chris Mentis is a director of the Company, a participant in the LTI Plan and has a relevant interest in Shares. Chris Mentis is an employee of Yoogalu Pty Ltd, a controlled entity of the Company and may benefit directly from the outcome of Resolution 8, and as such Chris Mentis has an interest in the outcome of Resolution 8.

   60. ‌If Resolution 8 is approved, Chris Mentis will obtain a benefit by way of the grant to him of the Performance Rights and (subject to satisfaction of all relevant Conditions) acquisition of Shares, as described above in paragraphs 8.1 to 8.42.

       Gerald Harvey

   61. ‌Gerald Harvey is a director of the Company, is a participant in the LTI Plan and has a relevant interest in Shares but otherwise Gerald Harvey has no interest in the outcome of the proposed Resolutions 7 and 8.

       Kay Lesley Page

   62. ‌Kay Lesley Page is a director of the Company, is a participant in the LTI Plan and has a relevant interest in Shares but otherwise Kay Lesley Page has no interest in the outcome of the proposed Resolutions 7 and 8.

       Christopher Herbert Brown

   63. ‌Christopher Herbert Brown is a director of the Company and has a relevant interest in Shares but otherwise Christopher Herbert Brown has no interest in the outcome of the proposed Resolutions 7 and 8.

       Michael John Harvey

   64. ‌Michael John Harvey is a director of the Company and has a relevant interest in Shares but otherwise Michael John Harvey has no interest in the outcome of the proposed Resolutions 7 and 8.

       Kenneth Gunderson-Briggs

   65. ‌Kenneth William Gunderson-Briggs is a director of the Company and has a relevant interest in Shares but otherwise Kenneth William Gunderson-Briggs has no interest in the outcome of the proposed Resolutions 7 and 8.

       Maurice John Craven

   66. ‌Maurice John Craven is a director of the Company and has a relevant interest in Shares but otherwise Maurice John Craven has no interest in the outcome of the proposed Resolutions 7 and 8.

       Luisa Catanzaro

   67. ‌Luisa Catanzaro is a director of the Company and has a relevant interest in Shares but otherwise Lusia Catanzaro has no interest in the outcome of the proposed Resolutions 7 and 8.

       Other information that is reasonably required by shareholders to make a decision and that is known to the Company or any of its directors

       Taxation consequences

   68. ‌The grant of the Performance Rights to a Grantee constitutes the acquisition by that Grantee of a right under an employee share scheme. So far as each director in the Company is aware, there are no adverse taxation consequences for the Company, arising out of the grant of the Performance Rights. In particular, the grant of the Performance Rights should constitute a benefit constituted by the acquisition by the Grantee of a right under an employee share scheme, and accordingly will not constitute a "fringe benefit" for the purposes of the Fringe Benefits Tax Assessment Act 1986 (Cth).

       Benefits foregone by whoever would give the benefits

   69. ‌The Performance Rights will have a gross estimated aggregate value of $1,333,538 (calculated to the time of grant of the Performance Rights under the LTI Plan using a 10-day VWAP from 1 September 2025 following the release of the FY2025 results on

       29 August 2025 of $7.368 per Share). This calculation assumes 100% achievement of the Conditions.

   70. ‌So far as each of the Directors and the Company are aware, there are no other benefits foregone by any party.

       Dilution impact

   71. ‌As at 29 August 2025, a total of 1,246,006,654 Shares in the Company were on issue.

   72. ‌The maximum number of Shares that may be acquired by each executive Director in respect of each Performance Right exercised by that executive Director is one Share plus the relevant Dividend Equivalent Amount (DEA), calculated as set out in paragraph 8.24.‌

   73. ‌That is:

       Executive Director	Total number of Performance Rights to be granted in FY 2026	Maximum number of Shares an executive Director can acquire in the Company under the LTI Plan from Tranche FY26
       John Evyn Slack-Smith	90,500	90,500 plus DEA
       Chris Mentis	90,500	90,500 plus DEA

   74. ‌Assuming all Performance Rights are exercised (upon satisfaction of all relevant Conditions) by each executive Director, then a total of 181,000 Shares plus the sum of the Dividend Equivalent Amount for each executive Director (as referred to in paragraph 8.72) may be issued to the executive Directors under the LTI Plan.

   75. ‌The dilution impact of the grant of Tranche FY26 Performance Rights under the LTI Plan is estimated to be 0.02%.

       Other relevant information

   76. ‌All other information which the Board considers is reasonably required by Shareholders to make a decision and that is known to the Company or any of its Directors is as set out above in paragraphs 8.1 to 8.42.

       Alternate form of long term incentive component

   77. ‌The Remuneration Committee is of the view that where an executive Director has a significant interest in Shares, there is already effective alignment of executive interests with those of Shareholders and a further grant of performance rights as the long term incentive component of remuneration will offer limited marginal strategic value to the Company. Accordingly, the Board has decided (after considering the recommendations of the Remuneration Committee), that the long term incentive for Gerald Harvey and Kay Lesley Page for financial year 2026, will be offered in cash rather than by an offer of Company securities. Gerald Harvey will be entitled to a cash incentive equating up to 100% of the fixed remuneration of Gerald Harvey, that is an amount up to $775,000 for the financial year 2026. Kay Lesley Page will be entitled to a cash incentive equating up to 136% of the fixed remuneration of Kay Lesley Page, that is an amount up to $2,170,000 for the financial year 2026. The incentive will be subject to the achievement of the same Conditions applicable to the FY26 Tranche Performance Rights as set out in paragraphs 8.37 to 8.42 (inclusive).

All Correspondence to:

By Mail Boardroom Pty Limited

GPO Box 3993

Sydney NSW 2001 Australia

By Fax: +61 2 9290 9655

Online: https://www.boardroomlimited.com.au

By Phone: (within Australia) 1300 737 760

(outside Australia) +61 2 9290 9600

For your vote to be effective it must be recorded before 11.00am (AEDT) on Monday 24 November 2025

‌STEP 1: VISIT https://www.votingonline.com.au/hvnagm2025

‌STEP 2: Enter your Postcode OR Country of Residence (if outside Australia) STEP 3: Enter your Voting Access Code (VAC):

. Scan QR Code using smartphone

QR Reader App

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Designated Proxy Holder as your proxy, mark the box. If you wish to appoint someone other than the Designated Proxy Holder as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Designated Proxy Holder will be your proxy. A proxy need not be a securityholder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the company's securities registry or you may copy this form.

To appoint a second proxy you must:

1. complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

2. return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

STEP 3 SIGN THE FORM

This form must be signed as follows:

Individual: this form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders should sign.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person.

Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 11.00am (AEDT) on Monday 24 November 2025. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged using the enclosed Reply Paid Envelope or:

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities, your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative" prior to admission. An Appointment of Corporate Representative form can be obtained from the company's securities registry.

Online

By Fax

By Mail

‌ In Person

https://www.votingonline.com.au/hvnagm2025

+ 61 2 9290 9655

Boardroom Pty Limited GPO Box 3993,

Sydney NSW 2001 Australia

Boardroom Pty Limited Level 8, 210 George Street Sydney NSW 2000 Australia

Harvey Norman Holdings Limited

ACN 003 237 545

‌This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes.

Please note, you cannot change ownership of your securities using this form.

‌I/We being a member/s of Harvey Norman Holdings Limited (Company) and entitled to attend and vote hereby appoint: The Designated Proxy Holder (mark box)

** Designated Proxy Holder means Geoffrey David Stein, or in his absence, Peter Joseph Wright

OR if you are NOT appointing the Designated Proxy Holder as your proxy, please write the name of the person or body corporate (excluding the registered security holder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Designated Proxy Holder as my/our proxy at the Annual General Meeting of the Company to be held at Novotel Sydney Olympic Park, 11A Olympic Boulevard, Sydney Olympic Park, New South Wales 2127 on Wednesday 26 November 2025 at 11.00am (AEDT) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

The Designated Proxy Holder authorised to exercise undirected proxies on remuneration related matters: If I/we have appointed the Designated Proxy Holder as my/our proxy or the Designated Proxy Holder of the Meeting becomes my/our proxy by default and I/we have not directed my/our proxy how to vote in respect of Resolutions 2, 7, and 8, I/we expressly authorise the Designated Proxy Holder to exercise my/our proxy in respect of Resolutions 2, 7, and 8 even though each of these Resolutions are connected directly or indirectly with the remuneration of a member of the key management personnel for the Company.

The Designated Proxy Holder intends to vote undirected proxies in favour of Resolutions 2 to 5 (inclusive), 7, and 8 and against Resolution 6. If you wish to appoint the Designated Proxy Holder as your proxy with a direction to vote for, against, or to abstain from voting on an item, you must provide a direction by marking the 'For', 'Against' or 'Abstain' box opposite that Resolution.

The Board recommends shareholders vote FOR Resolutions 2 to 5, 7 and 8 and AGAINST Resolution 6

STEP 3

SIGNATURE OF SECURITYHOLDERS

This form must be signed to enable your directions to be implemented.

Individual or Securityholder 1

Sole Director and Sole Company Secretary

Securityholder 2

Director

Securityholder 3

Director / Company Secretary

Contact Name…………………………………………….... Contact Daytime Telephone………………………................................ Date / / 2025

23 October 2025

[Shareholder name] [Shareholder address]

‌Dear Shareholder

2025 Annual General Meeting

The 2025 Annual General Meeting of Harvey Norman Holdings Limited ACN 003 237 545 (Company) (Meeting) will be held at Novotel Sydney Olympic Park, 11A Olympic Boulevard, Sydney Olympic Park, New South Wales 2127 on Wednesday 26 November 2025 at 11:00am (AEDT).

We are pleased to be hosting the Meeting at the Novotel Sydney Olympic Park and Shareholders are invited to attend and vote in person. If you are unable to attend, you may listen to the Meeting live by telephone by dialling 1800 870 656 (within Australia) or

+61 2 9009 0730 (dialling internationally) and providing your Voter Access Code (which is found at the top of this letter) (VAC).

Shareholders who listen by telephone will not be able to ask questions, make comments or cast live votes whilst the Meeting is in progress. Instead, Shareholders may submit a question or make a comment prior to the Meeting by sending an email to the Share Registry of the Company, Boardroom Pty Limited (Share Registry) at enquiries@boardroomlimited.com.au.

If you are unable to attend the Meeting, you may lodge a proxy at https://www.votingonline.com.au/hvnagm2025. To login, you must have your VAC and your postcode or country code. Proxies, questions and comments must be received by 11:00am (AEDT) Monday 24 November 2025.

If it becomes necessary or appropriate for the Company to make alternative arrangements for the holding or conduct of the Meeting, including changing the venue, implementing capacity limits or moving to online participation, we will announce this on the website of the Company (https://www.harveynormanholdings.com.au/2025agm) and via the ASX market announcement platform.

‌Notice of Meeting

The Notice of Meeting and accompanying Proxy Form, Explanatory Notes and Attachments (Meeting Materials) are now available online at the website of the Company (https://www.harveynormanholdings.com.au/2025agm) and the website of the Share Registry (https://www.investorserve.com.au). A complete copy of the Meeting Materials has also been lodged with the ASX.

The Company will not be mailing hard copies of the Meeting Materials by post to Shareholders, except where Shareholders have specifically elected to receive a hard copy by post by contacting the Share Registry.

The Company will be emailing an electronic version of the Meeting Materials to Shareholders who have provided email address details to the Share Registry.

‌Shareholder Communication Preferences

If you would like to receive electronic communications from the Company in the future, please update your communication preferences online at https://www.investorserve.com.au. If you have not yet registered, you will need your Shareholder information including SRN/HIN details.

If you are unable to access the Meeting Materials online please contact the Share Registry at enquiries@boardroomlimited.com.au or 1300 737 760 (within Australia) or +61 2 9290 9600 (Outside Australia) between 8:30am and 5:30pm (AEDT) Monday to Friday.

‌Important dates

Below are important dates for Shareholders regarding the Meeting:

This document was authorised to be provided to the ASX by the Board of Directors of the Company.

Yours faithfully,

‌Chris Mentis

Company Secretary