Annual Shareholders 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 30 January 2022 will be held on Thursday 19 May 2022, commencing at 10:00am.
Covid-19 Implications
Due to the current uncertainties relating to public health measures associated with Covid-19, the Company may elect to
hold this Annual Meeting as an online meeting only. The Company will provide shareholders with as much notice as is
reasonably practicable, by way of an announcement to NZX’s Market Announcement Platform, if the physical meeting is
not to proceed. The health and safety of our team and shareholders is of paramount importance.
In the instance where a physical meeting takes place, it will be held at the offices of Link Market Services, Level 30,
PwC Tower, 15 Customs Street West, Auckland, commencing at 10:00am. Shareholders are invited to join the Directors
for morning tea at 9:30am prior to the Annual Meeting. Shareholders will also be able to attend the Annual Meeting
online, vote and ask questions at www.virtualmeeting.co.nz/bgp22.
To view the latest financial statements for the year ended 30 January 2022, please visit
http://briscoegroup.co.nz/investor-centre and select the Annual Report for the period ended 30 January 2022.
Items of Business
The business of the Annual Meeting is comprised of ordinary business, being:
Item 1: Chairman’s address
Item 2: Managing Director’s address
Item 3: Financial Statements
To receive and consider the Company’s financial statements for the year ended 30 January 2022 together
with the Directors’ and Auditor’s reports.
Item 4: Resolutions – Ordinary Business
Resolution 1. Re-election of Director – Rodney (Rod) Duke
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:
“That Rod Duke, who will retire by rotation at the close of the Annual Meeting in accordance with NZX Listing Rule
2.7.1 and the Company's Constitution, be re-elected as a Director of the Company.”
See the Explanatory Notes to this notice for profile of Rod Duke.
Resolution 2. Auditor’s Remuneration
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:
“It be recorded that PricewaterhouseCoopers will continue in office as the Company’s auditor and that the Board
of Directors be authorised to fix the remuneration of PricewaterhouseCoopers for the ensuing year.”
Item 5: General Business
To consider any other business that may properly be submitted to an annual meeting.

Procedural Notes

Requisite majorities

Each of the two resolutions are to be considered as separate ordinary resolutions. To be passed, each resolution
requires the approval of a simple majority of the votes of those shareholders entitled to vote and voting (in person or
by proxy). Voting will be conducted by poll, in accordance with NZX Listing Rule 6.1.1.

There are no voting restrictions on any shareholders to prevent them from exercising their vote on any resolutions
being considered at the Annual Meeting.

Voting by Proxy

A shareholder entitled to attend and vote at the Annual Meeting may appoint a proxy to attend online 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 accompanying this notice and 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 at: https://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. Follow
the prompts to appoint your proxy and complete 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 10:00am on Tuesday, 17 May 2022. 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
Level 30, PwC Tower, 15 Customs Street West, Auckland, New Zealand.
The Chairman of the Annual Meeting may be appointed as a proxy and intends to vote any undirected/discretionary
proxy votes in favour of each resolution. If you return your proxy form without nominating a proxy, or if your
nominated proxy does not attend the Annual Meeting on your behalf, the Chairman will act as your default proxy.
Where the Chairman acts as your default proxy, your votes will be registered as abstentions unless you have expressly
directed otherwise on the proxy form.
If your proxy is not the Chairman of the Annual Meeting and they intend to join the Annual Meeting remotely please
ensure that you provide their contact details in the space provided on the proxy form.

Online Annual Meeting
For Shareholders who wish to join the Annual Meeting online or where circumstance results in the Company hold the
Annual Meeting online only, attendance will be via an online platform provided by our share registrar, Link Market
Services at www.virtualmeeting.co.nz/bgp22. Shareholders attending and participating in the Annual Meeting virtually
via the online platform will be able to vote and ask questions during the Annual Meeting. More information regarding
virtual attendance at the Annual Meeting (including how to vote and ask questions virtually during the Meeting) is
available in the Virtual Annual Meeting Online Portal Guide available at
https://bcast.linkinvestorservices.co.nz/generic/docs/OnlinePortalGuide.pdf.
Shareholders present at the online meeting will have the opportunity to submit questions to the Board, the Company’s
senior management and the Company’s auditor during the Annual Meeting. Shareholders wanting to ask a question
prior to the Annual Meeting should follow the process outlined in STEP 3 of the attached Proxy Form/Admission Card.

Please note that for Shareholders who are unable to attend the online meeting, transcripts of the Chairman and
Managing Director’s addresses to the Annual Meeting will be posted on the Company’s website at
http://briscoegroup.co.nz/investor-centre/ and released to NZX’s and ASX’s market announcement platforms at the
same time or before they are delivered to the Annual Meeting.

Results of the voting will be available after the conclusion of the Annual Meeting and will be notified to the NZX and
ASX.

Annual Report

The Annual Report for the year ended 30 January 2022, and previous periods, are available at
http://briscoegroup.co.nz/investor-centre/. Copies of all future reports will also be available for you to view on this
website. If you wish to receive, free of charge, at any time, a printed or electronic copy of the Annual Report, or any
future Annual Reports, you can update your communication preference by sending an email to
operations@linkmarketservices.com (please use “BGP Annual Report” as your subject of your email).

Explanatory Notes

Resolution 1: Re-election of Director

Under NZX Listing Rule 2.7.1, a Director must not hold office (without re-election) past the third Annual Meeting
following the Director’s appointment or 3 years, whichever is longer. Rod Duke was appointed as a Director (by re-
election) at the Annual Meeting held on 22 May 2019 and, as such, retires by rotation and offers himself for re-election.

Under NZX Listing Rule 7.8.3(a), the Board confirms that Rod Duke is not an Independent Director.

The Board unanimously supports the re-election of Rod Duke.


Profile of Director seeking re-election


Rod Duke

Rod is a career retailer.

Raised in Adelaide, Australia, he started in retail at the age of 16 working on the sales floor for Ezywalkin Shoes. Rod
progressed through operational, buying and management roles across a number of businesses before being appointed
as Managing Director of Norman Ross in 1986.

By 1988, Rod was looking for a new challenge and moved to New Zealand to take up the position of Managing Director
for Briscoes. In 1990 Rod bought the Briscoes business from its Dutch owners.

Since then, Rod has led the development of Briscoes Homeware while successfully launching and growing Rebel Sport in
New Zealand.

Rod has never lost his appetite for a deal or the ability to understand what customers want from a retailer. His ability to
build and inspire teams of talented retailers has supported continued growth for Briscoe Group.

A recent BusinessDesk article by Jenny Ruth noted that “Briscoe Group managing director Rod Duke has a habit of
making retail look easy, but ... others find it far from easy.”

The company’s most recent results again clearly illustrate that the wide-ranging strategic initiatives introduced over last
few years combined with years of strong retail leadership are contributing to this impressive record in difficult trading
conditions.

Rod’s interests own approximately 77% of Briscoe Group ensuring that the performance of the Group remains his key
focus.

Resolution 2: Auditor’s Remuneration

PricewaterhouseCoopers is the existing auditor of the Company and has indicated its willingness to continue in office.
Pursuant to section 207T of the Companies Act 1993 of New Zealand, PricewaterhouseCoopers is automatically
reappointed at the Annual Meeting as auditor of the Company. The proposed resolution is to authorise the Directors to
fix the auditor’s remuneration for the following year for the purposes of section 207S of the Companies Act 1993.



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 and also the Australian Securities Exchange as a foreign exempt entity. (NZX/ASX code: BGP).

Scan & email:
meetings@linkmarketservices.com

LODGE YOUR PROXY
Online:
vote.linkmarketservices.com/BGP
Scan this QR code with your smartphone and vote online

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

PROXY FORM FOR BRISCOE GROUP LIMITED 2022 ANNUAL MEETING
The Annual Meeting (Meeting) of Shareholders of Briscoe Group Limited (Company) will be held on Thursday, 19 May 2022 commencing at 10:00am at the
offices of Link Market Services, Level 30, PwC Tower, 15 Customs Street West, Auckland and online at www.virtualmeeting.co.nz/bgp22. Due to the current
uncertainties relating to public health measures associated with Covid-19, the Company may elect to hold this Annual Meeting as an online meeting only.
The Company will provide shareholders with as much notice as is reasonably practicable, by way of an announcement to NZX’s Market Announcement
Platform, if the physical meeting is not to proceed.

If you propose to attend the Meeting in person, please bring this form to assist with your registration. Shareholders wishing to access the Meeting online
should follow the instructions and prompts on the link above. If shareholders have any difficulties accessing the Meeting on Thursday, 19 May 2022, please
contact Link Market Services on 0800 200 220.

If you do not propose to attend the Meeting physically or online, 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 17 May 2022. Alternatively, you can
appoint your proxy and direct your proxy how to vote on the resolutions online by going to vote.linkmarketservices.com/BGP or by scanning the QR code
above with your smartphone. Any proxy form received, or online appointment lodged after 10:00am, 17 May 2022 will not be valid for the Meeting.

Appointment of proxy
Any shareholder of the Company entitled to attend and vote at the Meeting may appoint a proxy to attend in person or online, and vote in the place of that
shareholder. A proxy need not be a shareholder of the Company. You may nominate the Chairman to act as your proxy at the Meeting. If the Chairman is
not expressly selected as proxy by you, but assumes the role of proxy only by default (i.e., if you do not nominate a proxy but return a proxy form, or your
nominated proxy does not virtually attend the Meeting), 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.

Voting Restrictions
There are no voting restrictions on any shareholders to prevent them from exercising their vote on any of the resolutions being considered at the Annual
Meeting.

Attending the meeting online
Shareholders intending to attend the Annual Meeting online can do so via the Link Market Services Virtual Annual Meeting platform at
www.virtualmeeting.co.nz/bgp22. You will require your Holder Number for verification purposes. A corporation may appoint a person to attend online 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 online 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 17 May 2022.

Signing instructions for proxy forms
Individual - Where the holding is in one name, the shareholder must sign this Proxy Form.
Joint Holding - This proxy form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).
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 form must be signed on behalf of the company by an authorised person acting under the company’s
express or implied authority
Deliver:
Link Market Services
Level 30, PwC Tower
15 Customs Street West, Auckland
1010
Mail:
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976, Auckland 1142
SAMPLE

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 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 (Company):

hereby appoint:_________________________________________________of____________________________________________________________________
(Full Name) (Email Address)


or: __________________________________________________of____________________________________________________________________
(Full Name) (Email Address)
as my/our proxy to vote for my/our behalf at the Annual Meeting of Shareholders of the Company to be held at the offices of Link Market Services, Level 30, PwC
Tower, 15 Customs Street West, Auckland and/or online at www.virtualmeeting.co.nz/bgp22 on Thursday 19 May 2022, commencing at 10:00am 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 and your
votes will not be counted towards 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 Rod Duke, who will retire by rotation at the close of the Annual Meeting in accordance with
NZX Listing Rule 2.7.1 and the Company’s Constitution, be re-elected as a Director of the
Company.
   
2.
It be recorded that PricewaterhouseCoopers will continue in office as the Company’s auditor and
that the Board of Directors be authorised to fix the remuneration of PricewaterhouseCoopers 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, both physically and online, at the 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 17 May 2022. The Board will
address and answer questions during the Meeting.






STEP 4: SIGN - 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:

SAMPLE