BGI Annual Shareholders Meeting

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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 at Building 902, Room B902.323, Newmarket Campus,
University of Auckland, on Tuesday, 19 September 2023 commencing at 11.00 am.

BUSINESS OF THE MEETING
1. Re-election of Sean Joyce as Director – Ordinary Resolution

Sean Joyce retires in accordance with the provisions of the Constitution of the Company
and offers himself for re-election as a director. Accordingly, the shareholders of the
Company are requested to consider and, if thought fit, pass the following resolution as an
Ordinary Resolution:

“That Sean Joyce be re -elected as a director of the Company.”

2. Re-election of Craig Alexander as Director – Ordinary Resolution

Craig Alexander retires in accordance with the provisions of the Constitution of the
Company and offers himself for re-election as a director. Accordingly, the shareholders of
the Company are requested to consider and, if thought fit, pass the following resolution as
an Ordinary Resolution:

“That Craig Alexander be re-elected as a director of the Company.”

3. Remuneration of Auditors – Ordinary resolution

To authorise the Board to fix the remuneration of the Company’s auditors for the
forthcoming year.

NOTES

1. PROXIES
All shareholders of the Company entitled to attend 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 with the Company’s Share
Registrar, Link Market Services Limited by either mailing to Link Market Services Limited
as per the instructions comprised in the Proxy Form, so as to be received by no later than
48 hours before the meeting is due to begin (ie before 11.00 am Sunday, 17 September
2023).

If you wish to appoint a director as your proxy, the Chair of the Board Mr Sean Joyce is
willing to act on your behalf. However, given Mr Joyce is interested in resolution 1, he is
unable to vote any undirected proxies in respect of resolution 1.

2

If you return this Proxy Form without directing the proxy how to vote on any particular
matter, the proxy will vote as he or she thinks fit, subject to the aforementioned
restriction imposed upon Mr Joyce in respect of resolution 1.

2. VOTING RESTRICTIONS
There are no voting restrictions.


By Order of the Board of Directors



Sean Joyce
CHAIRMAN

EXPLANATORY NOTES

NZX Listing Rules (“Listing Rules”) and Companies Act 1993 (“Act”)

The Company is listed on the NZX Main Board and must comply with the Listing Rules and the
Act. In addition, various provisions of the Listing Rules are included in the Constitution. The
Act, the Constitution and the Listing Rules contain specific requirements which are relevant to
the resolutions comprised in this Notice.

The implications of the Listing Rules, the Act and the Constitution, insofar as they relate to
each resolution, are addressed in the Explanatory Notes to each resolution.

Nature of Resolutions
The resolutions which are to be considered at the Meeting are both ordinary resolutions. An
ordinary resolution is a resolution passed by a simple majority of votes of shareholders of the
Company, entitled to vote and voting.

RESOLUTION 1 - RE-ELECTION OF SEAN JOYCE AS DIRECTOR – ORDINARY RESOLUTION

Sean Joyce is required to retire in accordance with the Company’s constitution. Being eligible,
Sean offers himself for re-election at the Annual Meeting. A brief biography for Sean is
provided below:
Sean has over 30 years’ experience in the corporate sector as a corporate lawyer and a market
participant. He is a principal of his own corporate law firm and is a principal of Auckland based
capital markets advisory firm CM Partners Limited.
Sean has a particular focus on the capital markets and securities laws – regulatory compliance,
compliance listings, reverse listings, fund raising and offerings of various types of securities in
New Zealand. Sean has been involved in a large number of IPO’s, reverse listings and takeovers
of listed companies in New Zealand and Australia.
Sean is a non-executive director of NZX listed company Ascension Capital Limited and is a non-
executive director of several significant privately held companies. Sean is a Chartered Member
of the Institute of Directors (CMinstD).
Sean holds a Bachelor of Arts and a Bachelor of Laws (Honours) from Auckland University.

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The Board considers that Sean is an “independent director” of the Company (as that term is
defined in the Listing Rules).

RESOLUTION 2 - RE-ELECTION OF CRAIG ALEXANDER AS DIRECTOR – ORDINARY
RESOLUTION

Craig Alexander is required to retire in accordance with the Company’s constitution. Being
eligible, Craig offers himsel f for re-election at the Annual Meeting. A brief biography for Craig
is provided below:

Craig holds a Bachelor of Laws from Auckland University and practiced law for over 30 years
until he retired from legal practice in 2018. Craig has various business interests in residential
property, property development, horticulture, manufacturing and holiday accommodation.

The Board considers that Craig is an independent director (as that term is defined in the Listing
Rules).

RESOLUTION 3 – REMUNERATION OF AUDITORS – ORDINARY RESOLUTION

William Buck Audit (NZ) Limited is automatically reappointed at the annual meeting as the
auditor of the Company under section 207T of the Companies Act. This resolution authorises
the Board to fix the fees and expenses of the auditor.

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

Scan & email:
meetings@linkmarketservices.com
Deliver: Mail:
Link Market Services Limited Use the enclosed reply
Level 30 envelope or address to:
PwC Tower Link Market Services
15 Customs Street West 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 2023 ANNUAL MEETING
The Annual Meeting of Shareholders of Blackwell Global Holdings Limited (the “Company”) will be held at Building 902, Room B902.323, Newmarket
Campus, University of Auckland, on Tuesday, 19 September 2023 commencing at 11.00am (New Zealand time).
If you will not attend the Meeting, 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 11.00am on Sunday, 17 September 2023. 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 Chair of the Meeting is willing to act as proxy for any shareholder who wishes to appoint him for that purpose.

If you wish to appoint a director as your proxy, the Chair of the Board Mr Sean Joyce is willing to act on your behalf. However, given Mr Joyce is interested
in resolution 1, he is unable to vote any undirected proxies in respect of resolution 1. If, in appointing a proxy, you do not name a person as your proxy
but they otherwise complete the proxy form in full, or your named proxy does not attend the meeting, Mr Sean Joyce will act as your proxy and only vote
in accordance with your express directions.

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,
unless specifically restricted from voting on that resolution.

Voting Restrictions
There are no voting restrictions.

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 https://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:

_________________________________________________________at ____________________________________________________
(Full Name) (Address)

Or ________________________________________________________at _____________________________________________________
(Full Name) (Address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held online on Tuesday, 19 September 2023 at
11.00am 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.
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 Sean Joyce be re-elected as a director of the Company.
   
2. That Craig Alexander be re-elected as a director of the Company.
   
3.
To authorise the Board to fix the remuneration of the Company’s auditors 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 11.00am on 17 September 2023. The Board will address and answer questions during the meeting.



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: