Overwhelming Support Clears Way for the Company to Become the Only Accounting Group Listed in the U.S.

SYDNEY, AU AND LOS ANGELES, CA / ACCESS Newswire / October 23, 2026 / Kelly Partners Group Holdings Limited (the “Company”) (ASX:KPG), the parent company of the Kelly+Partners chartered accounting network operating primarily in Australia and the United States, today announced that shareholders have approved the removal of the Company from the Australian Securities Exchange (“ASX”) and the steps needed to list its Ordinary Shares on the Nasdaq Stock Market under the proposed ticker symbol “KPGH.” At the Extraordinary General Meeting, 99.06% of votes cast were in favor of a special resolution authorizing the Company’s directors to take the necessary steps to complete the transition.

“Today, our shareholders decisively backed our move to the Nasdaq. For more than 20 years they have consistently supported a simple strategy of partnering with great accounting firms, and this vote lets us take that strategy to the center of the U.S. professional services market,” said Brett Kelly, Founder and CEO of Kelly+Partners.

The proposed Nasdaq listing is a compliance listing of the Company’s existing Ordinary Shares. No new capital will be raised. Kelly Partners Group Holdings will remain an Australian public company and is a “foreign private issuer” under U.S. securities law.

What Happens Next

The Company filed a registration statement on Form 20-F with the U.S. Securities and Exchange Commission on October 2, 2026, to register its Ordinary Shares under Section 12(b) of the U.S. Securities Exchange Act of 1934 in connection with the proposed Nasdaq listing. The registration statement remains subject to SEC review and the listing remains subject to Nasdaq approval.

As announced on 15 October 2026, ASX has granted formal, conditional approval for the removal of the Company from the official list of ASX. Removal will take place no earlier than the later of one month after the meeting and receipt of Nasdaq listing approval, so that shareholders who wish to sell on ASX have time to do so. The Company will then complete a three-for-one share consolidation and a bonus issue of Class B Shares, in that order, before trading begins on Nasdaq. Each shareholder will receive one Class B Share for every seven Ordinary Shares held after the consolidation. Class B Shares carry ten votes each, will not be listed, and can be reclassified into Ordinary Shares on a one-for-one basis. Holdings of ordinary shares will be moved, without any action by shareholders, to a U.S. register administered by Computershare. There will be a short period when the Company’s shares will not trade on any exchange. The Company will keep that gap as short as possible. Dates for the delisting, consolidation, Class B bonus issue and Nasdaq trading will be announced, and all dates are indicative and subject to change.

A Rare Listing

Accounting is consolidating fast. If the Nasdaq listing is completed, the Company aims to be the only accounting group listed in the United States, giving investors a direct way to own a growing, partner-led accounting network and giving U.S. accounting firm owners a listed partner with a 20-year record. Kelly+Partners already operates six offices across four businesses in California and Florida, and the U.S. market is the Company’s current focus for new partner firms.

About Kelly Partners Group Holdings Limited

Kelly+Partners is a specialist-chartered accounting network established in 2006 to provide a better service to private clients, private businesses and their owners, and families. It has grown from a single office in North Sydney to 43 operating businesses in 43 office locations across six countries. The network has 711 team members, including 105 Operating Partners, serving approximately 25,000 client groups. Under its Partner-Owner-Driver® model, the Company typically holds a majority interest of about 51% in each operating business, and the local Operating Partner holds the balance. Kelly Partners Group Holdings Limited listed on ASX in June 2017.

Forward-Looking Statements

This release contains forward-looking statements, including statements about the proposed Nasdaq listing, removal from ASX, the Class B Shares, the share consolidation and their expected timing. These statements are based on current expectations and are subject to risks and uncertainties, including regulatory review by the SEC, Nasdaq and ASX, and market conditions. Actual outcomes may differ materially. The Company undertakes no obligation to update any forward-looking statement except as required by law.

Not an Offer of Securities

This release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this release have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except in transactions registered under that Act or exempt from its registration requirements.

Media Contact:
Justine Kennedy
(424) 786-3124
Justine.kennedy@kellypartners.com

Investor Contact:
Brett Kelly, Founder and CEO
Kelly Partners Group Holdings Limited
+61 2 9923 0800
brett.kelly@kellypartnersgroup.com.au

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SOURCE: Kelly Partners Group Holdings Limited

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