Annual Meeting

BLACKWELL GLOBAL HOLDINGS LIMITED




NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of Shareholders of Blackwell Global Holdings Limited
(the "Company”) will be held online at www.virtualmeeting.co.nz/bgi20 on Thursday, 24 September
2020 at 2pm.

Due to the current COVID-19 situation, Blackwell has decided to take the prudent step to hold its
Meeting online only.


BUSINESS OF THE MEETING
1. Re-election of Director – Ordinary resolution

That Mr Craig Alexander, who retires in accordance with the provisions of the Constitution
of the Company and, being eligible, offers himself for re-election, be re-elected as a Director
of the Company.

2. Re-election of Director – Ordinary resolution

That Mr Sean Joyce, who retires in accordance with the provisions of the Constitution of the
Company and, being eligible, offers himself for re-election, be re-elected as a Director of the
Company.

3. Appointment and Remuneration of Auditors – Ordinary resolution

To record the appointment of William Buck Audit (NZ) Limited as Auditors of the Company
under section 200 of the Companies Act, and to authorise the Board to fix their
remuneration for the forthcoming year.

NOTES

1. PROXIES
All shareholders of the Company entitled to attend online and vote at the meeting are entitled to
appoint a proxy to attend and vote for them instead. A proxy need not be a shareholder of the
Company.

A proxy form is enclosed and to be effective must be lodged at the Registered Office of the
Company or with the Company’s Share Registrar in accordance with the instructions in the Notes
to the Proxy Form accompanying this Notice within at least 48 hours before the meeting is due to
begin (ie before 2pm on Tuesday, 22 September 2020).

If you wish to appoint an independent director or the Chairman as your proxy, Mr Sean Joyce is
willing to act on your behalf. Mr Joyce is not able to vote undirected proxies in respect of
resolution 2 however, as he is interested in that resolution.

2. VOTING RESTRICTIONS
No persons are restricted from voting on any of the resolutions referred to in this Notice of
Meeting.

All persons registered on the Company’s register of shareholders as the holders of shares as at the
close of business on Wednesday, 23 September 2020 shall be entitled to vote at the Meeting in
person or by proxy.

By Order of the Board of Directors


Sean Joyce
CHAIRMAN

---

LODGE YOUR PROXY
Online:
https://investorcentre.linkmarketservices.co.nz/Voting/BGI

Scan & email:
meetings@linkmarketservices.com
Fax: +64 9 375 5990
Deliver: Mail::
Link Market Services Limited Use the enclosed reply
Level 11 envelope or address to:
Deloitte Centre Link Market Services
80 Queen Street PO Box 91976
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 BLACKWELL GLOBAL HOLDINGS LIMITED’S 2020 ANNUAL MEETING
The Annual Meeting of Shareholders Blackwell Global Holdings Limited (the “Company”) will be held online via the Link Market Services
Virtual Annual Meeting platform at www.virtualmeeting.co.nz/bgi20 on Thursday, 24 September 2020 commencing at 2pm (New
Zealand time). Due to the current COVID-19 situation, Blackwell Global has decided to take the prudent step to hold its Meeting online
only.
If you will not attend the Meeting online, but wish to be represented by proxy, please complete and return this form (in accordance with
the lodgement instructions above) to Blackwell Globals’ share registry, Link Market Services, by no later than 2pm, Tuesday 22
September 2020. You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://investorcentre.linkmarketservices.co.nz/voting/BGI or by scanning the QR code above with your smartphone.
Appointment of proxy
The Chairman of the Meeting is willing to act as proxy for any shareholder who wishes to appoint him for that purpose.

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, your proxy will decide how to vote that resolution. If a shareholder does not tick any boxes in respect of a resolution
then the proxy may vote as he/she thinks fit or abstain from voting.

Attending the meeting
The 2020 Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/bgi20. A corporation may
appoint a person to attend and vote online 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.

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

Joint Holding
If you are joint holders of shares, either of you may sign this Proxy Form. If the shareholder is a company, this Proxy Form must be
signed on behalf of the company by a person acting under the company’s express or implied authority.

Power of Attorney
If this Proxy Form has been signed under a power of attorney (“POA”), a copy of the POA (unless already noted by the company or its
registry) and a signed certificate of non-revocation of the POA must be produced to the company with this form.

Corporate Shareholder
Any corporation that is a shareholder of the Company may appoint a person as its representative to attend the meeting and vote on its
behalf, in the same manner as that in which it could appoint a proxy.
Go online to investorcentre.linkmarketservices.co.nz/voting/BGI to vote or turn over to complete the Proxy Form

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder/s of Blackwell Global Holdings Limited hereby appoint:

_________________________________________________________of ____________________________________________________
(Full Name) (E-mail Address)


Or ________________________________________________________of ____________________________________________________
(Full Name) (E-mail Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Thursday 24 September 2020
at 2pm 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.
ORDINARYBUSINESS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick () in box to vote
Ordinary Business
For Against Abstain
1
Discretion
2

1.
That Mr Craig Alexander, who retires in accordance with the provisions of the
Constitution of the Company and, being eligible, offers himself for re-election, be
re-elected as a Director of the Company.
   
2.
That Mr Sean Joyce, who retires in accordance with the provisions of the
Constitution of the Company and, being eligible, offers himself for re-election, be
re-elected as a Director of the Company.
   
3.
To record the appointment of William Buck Audit (NZ) Limited as Auditors of the
Company under section 200 of the Companies Act, and to authorise the Board to
fix their remuneration for the forthcoming 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 meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote to abstain from voting on each resolution. The proxy is appointed only
in respect of the above meeting or any adjournment thereof.


1
If you mark the ‘Abstain’ box for a particular resolution, you are directing your proxy NOT to vote on that resolution. If a proxy does not vote on your
behalf on a resolution, your votes will not be counted when calculating the majority of that resolution.
2
If you tick the ‘Proxy Discretion’ box for a particular resolution, you are directing your proxy to decide how to vote on that resolution on your behalf.

STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ 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
https://investorcentre.linkmarketservices.co.nz/voting/BGI 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 2pm on Tuesday 22 September 2020. The
Board will address and answer questions during the meeting.


STEP 4: SIGNATURE OF SHAREHOLDER(S) This section must be completed
STEP 4: SIGNATURE OF SHAREHOLDER(S) This section must be completed
Shareholder 1 Shareholder 2 Shareholder 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: