SPH Notice – Bruhns and Thompson

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Disclosure of ceasing to have substantial holding
Section 279, Financial Markets Conduct Act 2013
To NZX
and
To Black Pearl Group
Date this disclosure made:27 July 2023
Date last disclosure made:20 July 2023
Date on which substantial holding ceased:26 July 2023
Substantial product holder(s) giving disclosure
Full name(s): Georgina F Bruhns, Scott W Bruhns, Shane D Bruhns and Margot Thompson
Summary of previous substantial holding
Class of quoted voting products: Ordinary Shares
Summary for Georgina F Bruhns, Scott W Bruhns, Shane D Bruhns and Margot Thompson
For last disclosure,—
(a) total number held in class: 2,082,631
(b) total in class: 41,130,377
(c) total percentage held in class: 5.06%
For current holding after ceasing to have substantial holding,—
(a) total number held in class: 2,049,511
(b) total in class: 41,130,377
(c) total percentage held in class: 4.98%
Details of transactions and events giving rise to ceasing of substantial holding
Details of the transactions or other events requiring disclosure: there was movement, as
a result of on-market trades, in the substantial holding
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.

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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
Certification
I, Shane Douglas 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.
In this form, a reference to a substantial product holder includes a reference to a person who has ceased
to have a substantial holding.
If you had 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.
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 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
• 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.

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Summary of previous 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 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 at the time of the relevant event
for the last 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):
• the total in class is the total number of quoted voting products in the class stated in the last
disclosure, unless you know that number was incorrect:
• the total percentage held in class is the total number held in class divided by the total in class
multiplied by 100 (rounded to 3 decimal places).
For current holding after ceasing to have substantial holding,—
• the total number held in class is the total number of quoted voting products, in the class, in
which the named financial product holder had a relevant interest immediately after ceasing to have
a substantial holding:
• the total in class is the total number of quoted voting products in the class stated immediately
after the named financial product holder ceases to have a substantial holding:
• the total percentage held in class is the total number held in class divided by the total in class
multiplied by 100 (rounded to 3 decimal places).
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 the last disclosure or
the current holding after ceasing to have a substantial holding or both, as the case may be) must include
this number of products.
Details of transactions and events giving rise to ceasing of substantial holding
Disclosure is required for the transactions or events as a result of which (together or alone) the person
ceased to have 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):
• the consideration, expressed in New Zealand dollars, received for the disposal of the relevant
interest (or the total consideration 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:

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• 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 product
market in a jurisdiction set out in Schedule 15.
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.