Notice of Meeting and Proxy Form

Notice is hereby given that the annual meeting of
shareholders of EBOS Group Limited (the Company)
(Annual Meeting) will be held at Addington Raceway &
Events Centre, 75 Jack Hinton Drive, Christchurch on 15
October 2019, commencing at 2.00pm.
Special Business
To consider and if thought fit, pass the following special
resolution:
Resolution 1
1. Amendment of Constitution
It is hereby resolved to amend the constitution of the
Company in the manner described in the explanatory
notes with effect from the time the resolution is passed.
General Business
2. To consider and receive the annual report and the
financial statements for the year ended 30 June 2019 and
the audit report thereon.
To consider and if thought fit, pass the following ordinary
resolutions 2 to 4:
Resolution 2
3. Election of Director
It is hereby resolved that Stuart McLauchlan be elected as
a director of the Company.
Resolution 3
4. Non-executive directors’ remuneration
It is hereby resolved that, pursuant to NZX Listing Rule
2.11.1 and ASX Listing Rule 10.17, total remuneration for
non-executive directors be increased by $310,000 from
$1,100,000 per annum to $1,410,000 per annum with effect
from 1 July 2019.
Resolution 4
5. Auditor’s remuneration
It is hereby resolved that the directors of the Company be
authorised to fix the fees and expenses of Deloitte as
auditor of the Company.
6. To consider any other business that can be properly
brought before the meeting.
Please see explanatory notes for further information
regarding Resolutions 1 to 4.
By Order of the Board
M B Waller
Chairman
Christchurch, New Zealand
12 September 2019
Explanatory Notes
Resolution 1
Amendment of constitution
The NZX Main Board Listing Rules (NZX Listing Rules) have
been amended by NZX following its review in 2018. The new
NZX Listing Rules came into effect on 1 January 2019 subject
to a six monthly transitional period. The new NZX Listing
Rules have applied to the Company since 1 July 2019.
A class waiver was also issued by NZX providing that an NZX
listed entity may defer updating its constitution to reflect the
new NZX Listing Rules to its next annual meeting following
transition to the new NZX Listing Rules. Accordingly the
Company seeks shareholder approval at this Annual Meeting
to amend its constitution in order to reflect the new NZX
Listing Rules.
A copy of the Company’s existing constitution and a marked
up copy highlighting the proposed changes to the existing
constitution may be viewed on the Company website at
www.ebosgroup.com. The new NZX Listing Rules may be
viewed on the NZX website at www.nzx.com.
The proposed changes to the constitution are to reflect the
new NZX Listing Rules and to make minor procedural and
formatting changes. The key proposed amendments are as
follows:
(i) Voting by poll: all votes at shareholders’ meetings must
now be conducted by poll (i.e. votes will be counted
according to the votes attached to the shares of each
shareholder present in person or represented by proxy or
otherwise and voting at the meeting);
(ii) Board Composition: providing that the Company’s board
will satisfy the composition requirements of the NZX
Listing Rules;
(iii) Minimum holdings: allowing share parcels of less than
the minimum holding to be sold on the market, rather
than through NZX;
(iv) Director rotation and retirement: removing the
requirement for one third of directors to retire by rotation
and including the requirement for a director to retire
from office when required to do so by the new NZX
Listing Rules;
(v) Proxies: including more prescriptive requirements related
to proxy forms.
The proposed amendments to the Company’s constitution
do not impose or remove a restriction on the Company’s
activities and accordingly no rights arise under section 140 of
the Companies Act 1993.
NZX Regulation has approved the proposed changes to the
Company’s constitution and NZX does not take responsibility
for any statement contained in this Notice of Meeting.
Notice of Annual Meeting 2019

In accordance with the NZX Listing Rules, if there is any
provision in the constitution that is inconsistent with the
NZX Listing Rules, the NZX Listing Rules will prevail.
Resolution 2
Election of Stuart McLauchlan
Mr Stuart McLauchlan was appointed by the Board as a
director effective 1 July 2019.
Mr McLauchlan is currently Chairman of Scott Technology
Limited, Analog Digital Instruments Limited and UDC Finance
Limited and was formerly the Chairman of Pharmac. He
is also a director of Ngai Tahu Tourism Limited and Argosy
Property Limited and holds directorships with several other
private companies.
He is also a governor of the New Zealand Sports Hall of
Fame and a member of the Marsh NZ Advisory Board.
A chartered accountant and partner of GS McLauchlan &
Co, Mr McLauchlan is a Chartered Fellow of the Institute of
Directors and a past President. He is also a Fellow of the
Chartered Accountants Australia and New Zealand.
As Mr McLauchlan was appointed as a casual vacancy
since the 2018 Annual Meeting he is now required to be put
forward for election by shareholders at the Annual Meeting.
The Board considers Stuart McLauchlan as an Independent
Director as referred in the NZX Listing Rules.
Resolution 3
Non-executive directors’ remuneration
This resolution is put to shareholders in accordance
with NZX Listing Rule 2.11.1 and ASX Listing Rule 10.17 and
expresses the monetary sum payable to all non-executive
directors in the aggregate. At present the authorised
aggregate non-executive director remuneration is $1,100,000
per annum, as approved by shareholders at the Company’s
annual meeting on 27 October 2015. The non-executive
directors were paid an aggregate of $976,000 in the 2019
financial year. It is proposed to increase the authorised
aggregate remuneration by $310,000 to $1,410,000 per
annum.
The Company is seeking the approval of the increase for the
following reasons:
(a) the size and complexity of the Group’s business continues
to increase with a consequent increase in workload for
directors, including the workload of those directors that
are appointed to committees of the Board;
(b) to ensure that the aggregate remuneration can
accommodate payment of fees to any additional non-
executive directors that may be appointed; and
(c) the Company wishes to offer competitive fees in order
to attract and retain non-executive directors of a high
calibre.
No securities have been issued to any non-executive director
under ASX Listing Rules 10.11 or 10.14 with shareholder
approval within the last three years.
Under NZX Listing Rule 6.3.1, the non-executive directors
(being all of the current directors of the Company) and
their Associated Persons (as that term is defined in the NZX
Listing Rules) are precluded from voting in respect of this
resolution. This does not however prevent a non-executive
director who has been appointed as a proxy or a voting
representative by another person who is not disqualified
from voting, or an Associated Person of a non-executive
director, from voting in respect of the shares held by that
other person in accordance with the express instructions of
that other person.
In addition, in accordance with the ASX Listing Rules,
the Company will disregard any votes cast in favour of
Resolution 3 by: (i) the directors; and (ii) an associate (as
that term is defined in the ASX Listing Rules) of any of the
directors. However the Company need not disregard a
vote if: (i) it is cast by a person as proxy for a person who
is entitled to vote, in accordance with the directions on
the proxy form; or (ii) it is cast by the person chairing the
meeting as proxy for a person who is entitled to vote, in
accordance with a direction on the proxy form as the proxy
decides.
Resolution 4
Auditor’s remuneration
Deloitte is automatically reappointed as the auditor of
the Company under section 207T of the Companies Act
1993. Pursuant to section 207S of the Companies Act 1993,
this resolution authorises the directors to fix the fees and
expenses of the auditor.
Rotation of Directors
Listing Rule 2.7.1 of the new NZX Listing Rules provides
that a director of an issuer must not hold office (without
re-election) past the third Annual Meeting following the
director’s appointment or 3 years, whichever is longer.
Except for Mr Mark Waller who is retiring with effect from the
end of the Annual Meeting, none of the Company’s directors
have held office during their current term for a length of time
which would require them to retire by rotation at this Annual
Meeting.
Attendance
All shareholders are entitled to attend and (subject to the
exception set out in the next paragraph) vote at the meeting
or to appoint a proxy, attorney or representative (in the case
of a corporate shareholder) to attend and vote on their
behalf.
Except as set out in the NZX Listing Rules issued by NZX
Limited, the ASX Listing Rules issued by ASX Limited and
Notice of Annual Meeting 2019

the Company’s constitution, there are no voting restrictions
which prevent any shareholder from voting on any of the
resolutions.
Voting
Voting on all resolutions put before this Annual Meeting will be
by poll. Results of voting will available after the conclusion of
the Meeting, and will be notified on NZX and ASX.
Proxies
A proxy form is enclosed with this notice.
If you do not plan to attend the meeting, you may appoint a
proxy. The Chairman of the meeting, or any other director,
is willing to act as a proxy for any shareholder who appoints
him or her for that purpose. To do this, enter “the Chairman”
or the name of your proxy in the space allocated in “Step 1”
of this form. Alternatively you can appoint a proxy online at
www.investorvote.co.nz.
If in appointing your proxy, you do not name a person as your
proxy (either online or on this proxy form), or your named
proxy does not attend the meeting, the Chairman of the
meeting will be your proxy and may vote only in accordance
with your express direction. However, if the Chairman of the
meeting is expressly granted a discretion on how to vote
on a particular resolution, and that resolution is subject to
voting restriction that applies to the proxy under NZX Listing
Rule 6.3.1, then that proxy will be prohibited from voting such
discretionary proxies on that resolution. ASX Listing Rule
14.2.2 requires the Company to state how the Chairman will
vote undirected (discretionary) proxies. The Chairman will
vote all undirected proxies in favour of the resolutions.
Notice of Annual Meeting 2019

---

How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Appointment of Proxy
If you do not plan to attend the meeting, you may appoint a proxy. The Chairman of
the meeting, or any other director, is willing to act as a proxy for any shareholder who
appoints him or her for that purpose. To do this, enter ‘the Chairman’ or the name of
your proxy in the space allocated in ‘Step 1’of this form. Alternatively you can appoint a
proxy online at www.investorvote.co.nz.
If in appointing your proxy, you do not name a person as your proxy (either online or on
this proxy form), or your named proxy does not attend the meeting, the Chairman of the
meeting will be your proxy and may vote only in accordance with your express direction.
However, if the Chairman of the meeting is expressly granted a discretion on how to
vote on a particular resolution, and that resolution is subject to a voting restriction that
applies to the proxy under NZX Main Board Listing Rule 6.3.1, then that proxy will be
prohibited from voting such discretionary proxies on that resolution. ASX Listing Rule
14.2.2 requires the Company to state how the Chairman will vote undirected proxies.
The Chairman will vote all undirected proxies in favour of the resolutions.
Voting of your Holding
Direct your proxy how to vote by marking one of the boxes opposite each item of business.
If you do not mark a box your proxy may vote as they choose. If you mark more than one
box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or
proxy is to attend the meeting you will need to provide the appropriate “Certificate of
Appointment of Corporate Representative” prior to admission.
Resolutions
Resolutions 2-4 are Ordinary Resolutions, each requiring for passage a simple majority
of the votes of the Shareholders entitled to vote and voting on that Resolution.
Resolution 1 is a Special Resolution requiring for passage at least 75% of the votes of
the Shareholders entitled to vote and voting on that Resolution.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should sign.
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 the Company) and a signed certificate of
non-revocation of the power of attorney must be produced with this Proxy Form.
Companies
This form must be signed by a Director jointly with another Director, or a Sole Director can
sign alone. Please sign in the appropriate place and indicate the office held.
Comments & Questions
If you have any comments or questions for the Company, please write them on a separate
sheet of paper and return with this form.
Go online to lodge your proxy or turn over to complete the form
Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
By Fax
+64 9 488 8787
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 2:00pm Sunday 13 October 2019

Proxy/Corporate Representative Form
Appoint a Proxy to Vote on Your Behalf
STEP 1
hereby appoint of
or failing him/herof
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Shareholders of EBOS
Group Limited to be held at the Addington Raceway & Events Centre, 75 Jack Hinton Drive, Christchurch on Tuesday, 15 October 2019 at 2:00pm and at any
adjournment of that meeting.
I/We being a shareholder/s of EBOS Group Limited
Appoint a Proxy to Vote on Your Behalf
STEP 1
Proxy
Discretion
Items of Business - Voting Instructions/Ballot Paper (if a Poll is called)
STEP 2
Please note: 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 in computing the required majority.
or failing him/her, or if no person is named, the Chairman of the meeting
Special Resolution
1.
It is hereby resolved to amend the constitution of the Company in the manner described in the explanatory notes
with effect from the time the resolution is passed.
Ordinary Resolution
2.
It is hereby resolved that Stuart McLauchlan be elected as a director of the Company.
3.
It is hereby resolved that, pursuant to NZX Listing Rule 2.11.1 and ASX Listing Rule 10.17, total remuneration for
non-executive directors be increased by $310,000 from $1,100,000 per annum to $1,410,000 per annum with
effect from 1 July 2019.
4.
It is hereby resolved that the directors of the Company be authorised to fix the fees and expenses of Deloitte as
auditor of the Company.
For
Against
Abstain
ATTENDANCE SLIP
Annual Meeting of Shareholders of EBOS Group Limited to be held
at the Addington Raceway & Events Centre, 75 Jack Hinton Drive,
Christchurch on Tuesday, 15 October 2019 at 2:00pm
Signature of Securityholder(s) This section must be completed.
SIGN
or Sole Director/Directoror Director (if more than one)
Securityholder 1Securityholder 2 Securityholder 3
Contact Name Contact Daytime Telephone Date