SPH Notice – Bruhns and Thompson

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Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX
and
To Black Pearl Group
Relevant event being disclosed: Movement of 1% or more in a substantial holding
Date of relevant event:19 December 2022
Date this disclosure made:20 December 2022
Date last disclosure made: 20 December 2022
Substantial product holder(s) giving disclosure
Full name(s): Georgina F Bruhns, Scott W Bruhns, Shane D Bruhns and Margot Thompson
Summary of substantial holding
Class of quoted voting products: Ordinary Shares,
Summary for Georgina F Bruhns, Scott W Bruhns, Shane D Bruhns and Margot Thompson
For this disclosure,—
(a) total number held in class: 2,429,899
(b) total in class: 34,753,864
(c) total percentage held in class: 6.992%
For last disclosure,—
(a) total number held in class: 2,581,337
(b) total in class: 34,753,864
(c) total percentage held in class: 7.428%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: there was a movement
of 1% or more in the substantial holding.

• the date of the transaction or event (or the date of the beginning and end of the
period of aggregated on market trades): 19 December 2022
• the nature of the transaction or event: on-market trade

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• the consideration, expressed in New Zealand dollars, paid or received for the
acquisition, disposal, or change in nature of the relevant interest (or the total
consideration paid or received for aggregated on-market trades: $88,223.00
• the number of financial products to which the transaction or event related (or the
total number of financial products to which the aggregated on-market trades
related): 151,438
Details after relevant event
Details for Georgina F Bruhns, Scott W Bruhns, Shane D Bruhns and Margot J Thompson
Nature of relevant interest(s): Georgina F Bruhns, Scott W Bruhns, Shane D Bruhns and Margot
J Thompson are joint registered holders of, and together have the power to exercise a right to
vote attached to, and the power to control the disposal of, the ordinary shares. No relevant
agreement document needs to be attached under regulation 139 of the Financial Markets
Conduct Regulations 2014.
For that relevant interest,—
(a) number held in class: 2,429,899
(b) percentage held in class: 6.992%
(c) current registered holder(s): Georgina F Bruhns, Scott W Bruhns, Shane D
Bruhns and Margot J Thompson
(d) registered holder(s) once transfers are registered: Unknown
For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: N/A
Additional information
Address(es) of substantial product holder(s): 77 Sharp Road, RD2 Warkworth 0982
Contact details: Shane D Bruhns +64 21 618885 shane@seaviewnz.com
Nature of connection between substantial product holders: Georgina F Bruhns, Scott W Bruhns,
Shane D Bruhns and Margot J Thompson are joint registered holders of ordinary shares in Black
Pearl Group Limited (NZX code: BPG), and together have the power to exercise a right to vote
attached to, and the power to control the disposal of, the ordinary shares.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: N/A

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Certification
I, Shane D Bruhns, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

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Instructions
General directions on how to use this form
To use this form,—
• replace the text in [square brackets] with the relevant information or with “not applicable”; and
• type the information required (it must not be handwritten); and
• remove italicised instructions; and
• attach the relevant agreement documents required by regulation 139 (if any).
You need not set out the disclosure in the same format as this form, but the format you use must—
• use a font and font size that are easily readable; and
• include the same headings and words as this form (other than the italicised instructions); and
• present the information in the same order as in this form; and
• not be misleading in any way.
If you have a substantial holding in more than 1 class of quoted voting products of a listed issuer, you must
make a separate disclosure for each substantial holding.
If you have a substantial holding in 1 class of quoted voting products of a listed issuer and other relevant
interests in less than 5% of another class, you do not need to disclose the non-substantial holding.
Disclosure to the licensed market operator using this form must be sent (if reasonably possible) by email in
the electronic format required by the operator for dissemination, or otherwise by email in another electronic
format, by another electronic method consented to by the operator, or (if none of these is reasonably
possible) by delivery.
Disclosure to the listed issuer using this form must be sent by email or another electronic method consented
to by the issuer or by delivery.
Specific instructions on disclosure required by form
The relevant event being disclosed is a movement of 1% or more in the substantial holding or a change
in the nature of any relevant interest in the substantial holding, or both. Both types of relevant events may
be disclosed in 1 disclosure only if they relate to the same substantial holding.
The date of relevant event is the date of the relevant event for disclosure in this form, and it may be
relevant to subsequent disclosures for this substantial holding.
The date last disclosure made is the date on which the last disclosure was given to the licensed market
operator and listed issuer for the same substantial holding.
Substantial product holder(s) giving disclosure
You may give 1 disclosure for 2 or more substantial product holders if—
• they have a similar or related substantial holding in the same listed issuer; and
• they are disclosing the same type of event disclosure; and

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• they are associates under section 12(1) of the Financial Markets Conduct Act 2013 or connected in
the ways set out in section 237(a) to (e) of that Act (and this association or connection is set out in
this form under the heading “Additional information”); and
• it is clear which information relates to which substantial product holder(s) in the disclosure, and the
disclosure is not confusing in any other way as a consequence.
Summary of substantial holding
Under this heading, state the name(s) of the substantial product holder(s) to which the summary relates.
Separate summaries should be given (repeated within this form or attached to this form) for each
substantial product holder for whom the information differs.
For this disclosure, the total number held in class is the total number of quoted voting products, in the
class, in which the named substantial product holder has a relevant interest at the time of the relevant
event for this disclosure.
For the last disclosure, the total number held in class is the total number of quoted voting products, in
the class, in which the named substantial product holder had a relevant interest on the date of the relevant
event for that disclosure (see the date given for the relevant event in default form 1 or for the relevant
event in default form 2, whichever form was used for the last disclosure).
If the person has a relevant interest in a derivative where the underlying is a quoted voting product of a
listed issuer, the person is treated as having a relevant interest in a number of those products that is
calculated under regulation 132. Accordingly, the total number held in class (for this disclosure or the
last disclosure or both, as the case may be) must include this number of products.
For this disclosure, the total in class is the total number of quoted voting products in the class that was
most recently published in a document published by the listed issuer and distributed to holders of that class,
or on the licensed market operator’s Internet site (see section 283 of the Financial Markets Conduct Act
2013), unless you know that number is not correct.
For the last disclosure, the total in class is the total stated in the last disclosure, unless you know that
number was not correct.
The total percentage held in class is the total number held in class (for the relevant disclosure) divided
by the total in class (for the relevant disclosure) multiplied by 100 (rounded to 3 decimal places).
Details of transactions and events giving rise to relevant event
Disclosure is required for the transactions or events as a result of which (together or alone)—
• there was a movement of 1% or more in the substantial holding; or
• there was a change in nature of any relevant interest in the substantial holding.
For each of those transactions or events, or for on-market trades that may be aggregated under these
instructions, insert the following details as a narrative or list, clearly indicating which relevant interest or
interests were affected and (if disclosure is given for more than 1 substantial product holder) who was the
substantial product holder:
• the date of the transaction or event (or the date of the beginning and end of the period of
aggregated on-market trades):
• the nature of the transaction or event. This is the means by which the relevant interest was
acquired, disposed of, or changed in nature (for example, “exercise of options”, “entry into pre-bid
agreement”):
• the name of any other party or parties to the transaction or event (if known and if not an on-market
trade):

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• the consideration, expressed in New Zealand dollars, paid or received for the acquisition, disposal,
or change in nature of the relevant interest (or the total consideration paid or received for
aggregated on-market trades). If the consideration was not in cash, and cannot readily be
converted into a cash value, describe that consideration:
• the number of financial products to which the transaction or event related (or the total number of
financial products to which the aggregated on-market trades related).
On-market trades may be aggregated for the purposes of this disclosure (but acquisitions and dispositions
must be separately aggregated).
An on-market trade is an acquisition or a disposition of a quoted voting product that is traded on, or
reported through, the trading system operated by the licensed market operator or a financial products
market in a jurisdiction set out in Schedule 15.
Details after relevant event
Under this heading, state the name(s) of the substantial product holder(s) to which the details relate.
Separate details should be given (repeated within this form or attached to this form) for each substantial
product holder for whom the information differs.
The disclosure for nature of relevant interest requires you to describe, as at the date of the relevant
event, the nature of each relevant interest in the substantial holding, and to—
• state that the relevant interest is “qualified” or “conditional” if there is any qualification on the
substantial product holder’s relevant interest power to exercise, or control the exercise of, a right to
vote, acquire, or dispose of any of the financial products in the substantial holding; and
• include the details of any trust, arrangement, agreement, or understanding under which, or by
virtue of which, the relevant interest or that qualification arises (relevant agreement); and
• if there is a relevant agreement for a relevant interest or qualification, attach to the disclosure the
relevant agreement (if in writing) or (if the relevant agreement is not in writing) a document setting
out its material terms (a relevant agreement document) unless—
• the relevant agreement document has been attached to a previous disclosure and you state
this fact and give the date of the previous event disclosure; or
• the exemption for ownership relevant interests under regulation 141 applies; or
• the investment management contract exemption under regulation 142 applies; or
• the Financial Markets Authority has granted an exemption from regulation 139.
If you have more than 1 relevant interest in the substantial holding, you must provide this information for
each type of relevant interest (by separately repeating it within this form, or attaching it to this form, for
each relevant interest for which the information differs) and clearly indicate to which relevant interest the
information relates.
The number held in class is the number of quoted voting products, in the class, in which the named
substantial product holder has the described relevant interest.
If the person has a relevant interest in a derivative where the underlying is a quoted voting product of a
listed issuer, the person is treated as having a relevant interest in a number of those products that is
calculated under regulation 132 (and, accordingly, the number held in class must include this number of
products).
The percentage held in class is the number held in class divided by the total in class multiplied by 100
(rounded to 3 decimal places).

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The current registered holder is the person who is the current registered holder of the financial products
to which the relevant interest relates. If this person is not known, state “unknown”. If there is no change
since the last disclosure, state “no change”. If there are different registered holders for different parcels of
financial products, clearly indicate which registered holder relates to which financial products.
The registered holder once transfers are registered is the person who will be the registered holder
once all transfers (if any) disclosed in the form are registered. If this person is not known, state
“unknown”. If there is no change since the last disclosure, state “no change”. If there are different
registered holders for different parcels of financial products, clearly indicate which registered holder relates
to which financial products.
If the substantial product holder has a relevant interest in a derivative where the underlying is a quoted
voting product of a listed issuer, the details of derivative requires the following details to be given:
• the notional value of the derivative (if any) (which is the face value or the notional amount in
respect of the derivative as at the date on which the relevant agreement is entered into) or the
notional number of underlying financial products (if any):
• a statement as to whether the derivative is cash-settled or physically settled:
• the maturity date of the derivative (if any):
• the expiry date of the derivative (if any):
• the prices specified in the terms of the derivative (if any) (eg, the strike price of an option or the
price at which a contract for difference was acquired):
• any other details needed to understand how the amount of the consideration payable under the
derivative or the value of the derivative is affected by the value of the underlying quoted voting
products.
Additional information
The disclosure relating to the nature of connection between substantial product holders is the
justification for giving the disclosure for more than 1 holder (if 1 disclosure is made for 2 or more holders).
Certification
Under section 512 of the Financial Markets Conduct Act 2013, it is an offence if a person makes, or
authorises the making of, a materially false or misleading statement in this form knowing it to be false or
misleading.