Notice of Meeting

Briscoe Group Limited

Notice of Annual Meeting


Notice is hereby given that an Annual Meeting of shareholders of Briscoe Group Limited (the “Company”) for the year
ended 28 January 2018 will be held at the offices of Simpson Grierson, Level 28, Lumley Centre, 88 Shortland Street,
Auckland on Thursday 24 May 2018, commencing at 10:00am.

Shareholders are invited to join the Directors for morning tea at 9:30am prior to the meeting.

To view the latest financial statements for the year ended 28 January 2018, please visit
http://briscoegroup.co.nz/investor-centre/ and select the Annual Report for the period ended 28 January 2018.

Items of Business

The business of the meeting is comprised of ordinary business, being:

A. Financial Statements

To receive and consider the Company’s financial statements for the year ended 28 January 2018 together with
the Directors’ and Auditor’s reports.

B. Resolutions – Ordinary Business

Resolution 1. Re-election of Director – Mary Devine
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That Mary Devine, who will retire by rotation at the close of the meeting in accordance with NZX Main Board Listing
Rule 3.3.11 and the Company's Constitution, be re-elected as a Director of the Company.”

Resolution 2. Re-election of Director – Dame Rosanne Meo
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That Dame Rosanne Meo, who will retire by rotation at the close of the meeting in accordance with NZX Main Board
Listing Rule 3.3.11 and the Company's Constitution, be re-elected as a Director of the Company.”

See the Explanatory Notes to this notice for profiles of Mary Devine and Dame Rosanne Meo.


Resolution 3. Re-appointment of Auditors
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That PricewaterhouseCoopers be re-appointed as Auditors of the Company and that the Board of Directors be
authorised to fix the remuneration of the Auditors for the ensuing year.”

C. General Business

To consider any other business that may properly be submitted to an annual meeting.


Requisite majorities

The resolutions are ordinary resolutions, requiring the approval of a simple majority of the votes of those shareholders
entitled to vote and voting (in person or by proxy) in order for them to be passed.

Briscoe Group Limited is a company incorporated in New Zealand and registered in Australia as a foreign company under the name Briscoe Group
Australasia Limited (ARBN 619 060 552). It is listed on the NZX Main Board and also the Australian Securities Exchange as a foreign exempt entity.
(NZX/ASX code: BGP).


Voting by Proxy

A shareholder entitled to attend and vote at the meeting may appoint a proxy to attend and vote on that shareholder's
behalf. A proxy need not be a shareholder of the Company.
To appoint a proxy a shareholder should complete and sign the proxy form enclosed with this notice return it to the
office of the Company's Share Registrar, Link Market Services using the reply-paid envelope provided. Alternatively,
proxy votes can be lodged online by viewing the Link Market Services website: vote.linkmarketservices.com/BGP. You
will be required to enter your CSN/Holder number and Authorisation Code (FIN) or your HIN/SRN and postcode to
securely access the website, and then follow the prompts to appoint your proxy and exercise your vote.
For a proxy to be validly appointed, the proxy form must be received (either by post or online, as outlined above) no
later than 10:00 am on 22 May 2018. If the form is sent by post, it must be received by that time at the offices of the
Company’s Share Registrar, Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland 1142 or
Deloitte Centre, Level 11, 80 Queen Street, Auckland, New Zealand.

The Chairman of the meeting may be appointed as a proxy and intends to vote any undirected/discretionary proxy
votes in favour of each resolution.

Explanatory Notes
Resolutions 1 and 2: Re-election of Directors

Under NZX Main Board Listing Rule 3.3.11, two Directors must retire at the meeting but shall be eligible for re-election.
Mary Devine and Dame Rosanne Meo are required to retire under this rule, being the Directors who have been the
longest in office since last elected or deemed elected.

Profiles of the Directors seeking re-election

Mary Devine ONZM, BCOM, MBA
Mary Devine joined the Board of Briscoe Group in August 2012. She is former Managing Director of department store J.
Ballantyne & Co and former CEO of multi-channel retailer EziBuy.

Mary brings to the Board her commercial acumen and expertise in strategy, marketing and omni-channel retail. As a
professional director and consultant, she is well informed across industry trends and has relevant expertise in risk
management, remuneration frameworks and consumer trends.

She is currently a Director of Meridian Energy Ltd, IAG NZ Limited, Christchurch City Holdings Limited, Top Retail Limited
(in receivership), Foodstuffs South Island Limited and Foodstuffs New Zealand Limited.

Mary was awarded an Officer of the New Zealand Order of Merit for services to Business in 2013.

Dame Rosanne Meo, DNZM, OBE
Dame Rosanne was appointed as Chairman and Independent Director of Briscoe Group’s Board of Directors in May of
2001, six months before the company publicly listed on the NZSX.
Rosanne has worked as a company director for over 20 years and was amongst the first women professional directors in
New Zealand, the first woman to chair an SOE, and the first woman chairman of a NZSX listed company. Her
directorships have been principally in New Zealand but also in Australia and cover both public and private companies, as
well as extensive work in the voluntary sector, particularly in the Arts and community support.
In her capacity as an Independent Director of Briscoe Group, she is Chairman of the Human Resources Committee and is
a member of the Audit Committee.
In 1993 Rosanne was awarded an OBE and in early 2012 was knighted for service to business and for her contribution to
not-for-profit organisations.
She is currently Patron of the Auckland Philharmonia, Chairman of the Real Estate Institute of New Zealand and a
Director of AMP Administration (NZ) Ltd and realestate.co.nz.

LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/BGP
Scan & email:
meetings@linkmarketservices.co.nz Mail:
Fax: +64 9 375 5990 Use the enclosed reply paid
Deliver: envelope or address to :
Link Market Services Link Market Services Limited
Level 11, Deloitte Centre, PO Box 91976
80 Queen Street, Auckland 1010 Auckland 1142
Scan this QR code with your smartphone and vote online

General Enquiries
+64 9 375 5998 | enquiries@linkmarketservices.com

PROXY FORM/ADMISSION CARD FOR BRISCOE GROUP LIMITED 2018 ANNUAL MEETING
The Annual Meeting of Shareholders of Briscoe Group Limited will be held on Thursday 24 May 2018 commencing at 10:00am at the offices of Simpson
Grierson, Level 28, Lumley Centre, 88 Shortland Street, Auckland.

If you propose to attend the Meeting, please bring this form to assist with your registration. If you do not propose to attend the Meeting but wish to be
represented by proxy, please complete and return this form (in accordance with the lodgement instructions) to Briscoe’s share registry, Link Market
Services, by no later than 10:00am, Tuesday 22 May 2018. Alternatively, you can appoint your proxy and vote on the resolutions on the reverse of this
form online by going to vote.linkmarketservices.com/BGP or by scanning the QR code above with your smartphone. Any proxy form received after 10:00am
Tuesday 22 May 2018 will not be valid for the Annual Meeting.

Appointment of proxy
Any shareholder of the Company entitled to attend and vote at the Annual Meeting may appoint a proxy to attend and vote in the place of that
shareholder. A proxy need not be a shareholder of the Company. If the Chairman is not expressly selected as proxy by you, but assumes the role of proxy
only by default, your votes will be registered as abstentions unless you have directed otherwise on the proxy form.

Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution OR by
ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in respect of one or more resolutions and give
the proxy holder discretion in respect of other resolutions. If you tick the “Proxy Discretion” box for a particular resolution, or if you do not tick any box for
a particular resolution, then the proxy may vote as he/she thinks fit or abstain from voting.

Attending the meeting
If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration. A corporation
may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy. That person
need not also be a shareholder. Companies or bodies corporate that wish to attend through a representative must ensure that the representative brings
the original notice appointing him or her to the meeting. To assist administration, the Company would be grateful if notices appointing representatives are
delivered to Link Market Services Limited no later than 10:00am on Tuesday 22 May 2018.

Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign this Proxy Form.

Joint Holding
If you are joint holders of shares, each of you must sign this Proxy Form.

Power of Attorney
If this proxy form has been signed under a power of attorney a copy of the power of attorney (unless already deposited with Link Market Services Limited)
and a signed certificate of non-revocation of the power of attorney must be returned to Link Market Services Limited.

Corporate Shareholder
If the shareholder is a company this proxy form must be signed on behalf of the company by a duly authorised person acting under the company’s express
or implied authority.
AB SAMPLE
ADDRESS LINE 1
ADDRESS LINE 2
ADDRESS LINE 3
ADDRESS LINE 4
ADDRESS LINE 5
CSN/Holder Number: 123456789


*«Barcode»*

Briscoe Group Limited is a company incorporated in New Zealand and registered in Australia as a foreign company under the name Briscoe Group Australasia Limited
(ARBN 619 060 552). It is listed on the NZX Main Board and also the Australian Securities Exchange as a foreign exempt entity. (NZX/ASX code: BGP).
PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We named above, being a shareholder of Briscoe Group Limited:


hereby appoint:_________________________________________________of___________________________________________________
(Full Name) (Full Address)


or: _________________________________________________of______________________________________________
(Full Name) (Full Address)
as my/our proxy to vote for my/our behalf at the Annual Meeting of Shareholders of Briscoe Group Limited to be held at the offices of Simpson Grierson,
Level 28, Lumley Centre, 88 Shortland Street, Auckland on Thursday 24 May 2018, commencing at 10:00 am. and at any adjournment of that meeting.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.
Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your
behalf on a show of hands or a poll and your votes will not be counted computing the required majority, for that item.
Resolutions
To consider and, if thought fit, pass the following ordinary resolutions:

Please indicate with a







For Against Abstain Proxy
Discretion
1. That Mary Devine, who will retire by rotation at the close of the meeting in accordance
with NZX Main Board Listing Rule 3.3.11 and the Company’s Constitution, be re-elected
as a Director of the Company.
   
2. That Dame Rosanne Meo, who will retire by rotation at the close of the meeting in
accordance with NZX Main Board Listing Rule 3.3.11 and the Company’s Constitution, be
re-elected as a Director of the Company.
   
3. That PricewaterhouseCoopers be re-appointed as Auditors of the Company and that the
Board of Directors be authorised to fix the remuneration of the Auditors for the ensuing
year.
   

and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the Annual Meeting (or any
adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting on each such resolution. The proxy is
appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend but would like to
ask a question, you can submit a question online by going to vote.linkmarketservices.com/BGP and completing the online validation process or
complete the question section below and return to Link Market Services. Questions will need to be submitted by 10:00am on Tuesday 22 May
2018. The Board will address and answer questions during the meeting.


STEP 4: SIGN - SIGNATURE OF SECURITY HOLDER(S)
This section must be completed
Security Holder 1 Security Holder 2 Security Holder 3

or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name __________________________________________Contact Daytime Telephone _______________________________ Date ____________
Electronic Investor Communications: If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor
communications by email please provide your email address below
.
Question:
CSN/Holder Number: «Holding_No»123456789


*«Barcode»*