Notice of Annual Meeting and Proxy Form

EBOS Group Limited. NZBN 9429031998840
108 Wrights Road, Addington, Christchurch, New Zealand, 8024
Level 7, 737 Bourke Street, Docklands, Victoria, Australia, 3008
Phone: +61 3 9918 5555, Fax: +61 3 9918 5588.
www.ebosgroup.com



20 September 2023
NZX/ASX Code: EBO

Notice of Annual Meeting and Proxy Form


Please see attached the 2023 Notice of Annual Meeting, Proxy Form and Virtual Meeting Guide.


Authorised for lodgement with NZX and ASX by the Board of Directors of EBOS Group Limited.

Contact:
Janelle Cain
General Counsel
EBOS Group Limited
+ 61 3 9918 5555

Notice of Annual Meeting 2023
EBOS Group Limited
Notice is given that the annual meeting of shareholders
of EBOS Group Limited (the Company) (Annual Meeting)
will be held as a hybrid meeting at the Park Hyatt
Auckland, 99 Halsey Street, Auckland, New Zealand
and online via the Computershare Meeting Platform
at https://meetnow.global/nz on Tuesday, 24 October
2023, commencing at 2pm New Zealand time. Further
details of how to participate ‘virtually’ are in the Virtual
Meeting Guide which accompanies this Notice of Annual
Meeting.
General Business
1 To consider and receive the annual report and the
financial statements for the year ended 30 June 2023
and the audit report thereon.
To consider and if thought fit, pass the following
ordinary resolutions 1, 2 and 3:
2 Resolution 1 – Election of Director
It is resolved that Julie Tay be elected as a director of
the Company.
3 Resolution 2 – Non-executive director remuneration
It is resolved that, pursuant to NZX Listing Rule 2.11.1
and ASX Listing Rule 10.17, the total remuneration for
non-executive directors be increased by $78,250 from
$1,565,000 per annum to $1,643,250 per annum with
effect from 1 July 2023.
4 Resolution 3 – Auditor’s remuneration
It is resolved that the directors of the Company be
authorised to fix the fees and expenses of Deloitte as
auditor of the Company.
5 To consider any other business that can be properly
brought before the meeting.
Please see explanatory notes for further information
regarding Resolutions 1, 2 and 3.
By Order of the Board
Elizabeth Coutts
Chair
Explanatory Notes
Resolution 1
Election of Director – Julie Tay
Julie Tay was appointed as a director by the Board to fill
a casual vacancy effective 15 May 2023.
Ms Tay joins EBOS with over 30 years’ experience in
international executive and non-executive roles across
consumer healthcare, medical devices and digital
healthcare.
Ms Tay is currently a director of Sonova Holdings,
a global hearing care solutions company, headquartered
in Switzerland and listed on the Swiss stock exchange.
During her executive career, Ms Tay was most recently
Senior Vice President and Managing Director, Asia Pacific
for Align Technology, which is a global medical device
company focused on the orthodontic and dental markets.
In this role she launched Align Technology in Asia and,
over nine years, established the company’s primary
product, Invisalign, as a leading brand across 14 markets.
During this time, Ms Tay was also a member of the global
Executive Management Committee for Align Technology.
Prior to this time, Ms Tay was regional head of Bayer
Healthcare (Diabetes Care) in Asia Pacific and also
previously held senior executive roles in Asia at Johnson
Diversey and Johnson & Johnson.
Ms Tay holds a Bachelor of Psychology and Political
Science from the National University of Singapore and
an MBA from Curtin University in Perth. Ms Tay has also
completed the International Directors Program
at INSEAD.
The proposed election of Ms Tay is consistent with EBOS’
Board succession planning previously announced. EBOS
has appointed three new directors within the last two
years with a diverse mix of skills. The Board considers
Ms Tay is an Independent Director as referred to in the
NZX Listing Rules. Ms Tay resides in Singapore.
Pursuant to NZX Listing Rule 2.7.1 and ASX Listing Rule
14.4, a director appointed by the Board must not hold
office (without re-election) past the next annual meeting
following the Director’s appointment.
Ms Tay retires in accordance with NZX Listing Rule 2.7.1
and ASX Listing Rule 14.4, and offers herself for election.
Notice of Annual
Meeting 2023

Notice of Annual Meeting 2023
EBOS Group Limited
Director retirements
On 23 August 2023, the Company announced that Sarah
Ottrey and Stuart McGregor will retire as Directors with
effect from the end of the Annual Meeting. Accordingly,
no Directors, other than Ms Tay, are required to offer
themselves for election or re-election at the Annual
Meeting.
Resolution 2
Non-executive director remuneration
This resolution is put to shareholders in accordance
with NZX Listing Rule 2.11.1 and ASX Listing Rule 10.17 and
relates to the maximum aggregate fees payable to all
non-executive directors. At present the maximum fee
pool for non-executive directors is $1,565,000 per annum,
as approved by shareholders at the Company’s annual
meeting on 19 October 2021. That fee increase in 2021 was
to bring non-executive directors fees in line with market
rates (as they then were), following an independent report
prepared by KPMG Australia which noted that EBOS’ fee
pool was, at the time of that report, positioned at the 28th
percentile of the comparator group used in that report.
It is proposed to increase this amount by $78,250 per
annum, being a 5% increase across all Board roles and the
special exertion fee pool.
The increase proposed is broken down as follows:
• a $16,800 or 5% increase to the Chair fee and a $8,400
or 5% increase to the director fee;
• increases to Board committee (Committee) fees,
per the following amounts and percentages:
> a $2,000 or 5% increase to the Chair of Audit & Risk
Committee fee;
> a $1,000 or 5% increase for Member of Audit & Risk
Committee fees;
> a $1,650 or 5% increase to the Chair of Remuneration
Committee fee;
> a $825 or 5% increase for Member of Remuneration
Committee fees; and
> a $3,750 or 5% increase to the pool for special exertion
fees, payable for project work undertaken by directors
outside of the normal workload for the Board and
Committees.
The Company is seeking the approval of shareholders
to increase the maximum fee pool for non-executive
directors for the following reasons:
• the Company has experienced significant growth and
robust financial performance since the director fee pool
was last approved by shareholders in 2021.
In FY2023, EBOS recorded revenue of A$12.2 billion and
underlying NPAT of A$281.8 million, which is 33.0% and
49.78% higher respectively than recorded in FY2021.
The Company’s operations continue to grow in size
and complexity particularly as a result of the acquisition
of LifeHealthcare which completed in May 2022,
with EBOS operating across Australia and New Zealand
and a number of jurisdictions in Southeast Asia. As
a consequence of this, and other factors such as
extensive compliance and governance requirements,
there continues to be a significant workload for
directors (including an increase in the workload for each
Committee). The directors continue to attend a number
of out of cycle meetings, in addition to the scheduled
meetings for the Board and each Committee
(for example, there was a total of 13 regular and out of
cycle Board meetings in the financial year ended
30 June 2023);
• to ensure that the Company will be able to offer
competitive fees to attract and retain non-executive
directors of a high calibre from New Zealand, Australia
and internationally. The Group’s operations are
primarily in Australia and in order to attract directors
that are Australian-based, or that have significant
Australian experience, the Group must offer fees that
are competitive in that market. In addition, since the
last increase to the director fee pool, the Group has
expanded its operations into a number of South East
Asian countries following the LifeHealthcare acquisition.
The Board considers that it is important to set fees that
are attractive to suitably qualified candidates that are
based in that region or that have significant experience
in that region.
The Board considers, in light of the above factors, that the
proposed increased fees pool is reasonable and reflective
of market conditions.
The table below sets out the director and Committee
fees expressed on a per annum basis as at 30 June 2023,
the expected fee allocations should the increase in the
fee pool be approved, and the amount of the increase
proposed.

Notice of Annual Meeting 2023
EBOS Group Limited
Officer30 June 2023Post shareholder
approval
Amount of
proposed increase
Chair$336,000$352,800$16,800
Director (other than Chair)$168,000$176,400$8,400
Chair of Audit & Risk Committee$40,000$42,000$2,000
Chair of Remuneration Committee$33,000$34,650$1,650
Member of Audit & Risk Committee $20,000$21,000$1,000
Member of Remuneration Committee$16,500$ 17,325$825
Special Exertion fee pool$75,000$78,750$3,750
All amounts expressed in New Zealand dollars. The amounts are inclusive of superannuation contributions (if applicable).
As per current practice, any fees paid out of the special
exertion fee pool will be clearly reported each year
(including the rationale for all payments out of the special
exertion fee pool).
Independent benchmarking process
The Board remains committed to setting non-executive
director fees in a transparent manner.
It appointed KPMG Australia during 2023 to prepare an
independent report to benchmark director fees against a
comparator group, a summary of which can be found at:
https://www.ebosgroup.com/kpmg-report. In summar y,
KPMG found:
• the fee pool is positioned at the 13th percentile of the
comparator group and that an increase of 5 to 7% would
position EBOS between the 16th and 24th percentiles
respectively, which would facilitate a modest increase in
fees;
• the Chair fee is positioned at the 15th percentile
(exclusive of any committee fees) and the 26th
percentile (inclusive of any committee fees) of the
comparator group and that an increase of between
5 and 7% of the Chair fee (exclusive of committee fees)
would position the Board Chair fee between the 19th
and 20th percentiles, which would appear reasonable;
• the base director fee is positioned at the 31st percentile
of the comparator group and that a 5% increase would
appear reasonable, positioning the fee at the 37th
percentile;
• the Audit & Risk Committee Chair and member fees
are positioned at the 32nd and 43rd percentiles of the
comparator group respectively. A 5 to 7% increase to the
Chair fee would position EBOS between the 35th and
40th percentile respectively. While the member fee is
competitive, a 5% increase would still position the fees
below the median at the 47th percentile; and
• the Remuneration Committee Chair and member fees
are positioned at the 29th and 25th percentiles of the
comparator group respectively. A 5 to 7% increase to the
fees for the Chair and members of the Remuneration
Committee would position the Chair fee between the
30th and 31st percentiles and the member fee between
the 27th and 30th percentiles respectively, and would
appear reasonable.
Listing Rules notes
No securities have been issued to any non-executive
director under ASX Listing Rules 10.11 or 10.14 with
shareholder approval within the last three years.
Under NZX Listing Rule 6.3.1, the non-executive directors
(being all of the current directors of the Company) and
their Associated Persons (as that term is defined in the
NZX Listing Rules) are precluded from voting in respect
of this Resolution. This does not however prevent a non-
executive director who has been appointed as a proxy
or a voting representative by another person who is not
disqualified from voting, or an Associated Person of a
non-executive director, from voting in respect of the
shares held by that other person in accordance with the
express instructions of that other person.
In accordance with the ASX Listing Rules, the Company
will disregard any votes cast in favour of Resolution 2
by or on behalf of: (i) the directors; and (ii) an associate
(as that term is defined in the ASX Listing Rules) of any
of the directors. However this does not apply to a vote
cast in favour of Resolution 2 by: (i) a person as a proxy
or attorney for a person who is entitled to vote on the
resolution, in accordance with the directions given to
the proxy or attorney to vote on the resolution in that

Notice of Annual Meeting 2023
EBOS Group Limited
way; (ii) the Chair as proxy or attorney for a person who
is entitled to vote on the resolution, in accordance with
a direction given to the Chair to vote on the resolution
as the Chair decides; or (iii) a holder acting solely in a
nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions
are met: (A) the beneficiary provides written confirmation
to the holder that the beneficiary is not excluded from
voting, and is not an associate of a person excluded from
voting, on the resolution; and (B) the holder votes on the
resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Resolution 3
Auditor’s remuneration
A formal request for proposal process was recently
completed in August 2023 for the provision of external
audit services to EBOS for the financial years ending
30 June 2024-2026. After conducting the audit tender
process, which invited audit proposals from the four major
accounting firms, the Board determined that Deloitte
should be retained as the Group’s external auditor.
Deloitte is automatically reappointed as the auditor of
the Company under section 207T of the Companies Act
1993. Pursuant to section 207S of the Companies Act 1993,
this resolution authorises the directors to fix the fees and
expenses of the auditor.
Attendance
All shareholders are entitled to attend and (subject to the
exceptions described under Resolution 2 ‘Listing Rules
notes’ above) vote at the meeting or to appoint a proxy,
attorney or representative (in the case of a corporate
shareholder) to attend and vote on their behalf.
Voting
Voting on all resolutions put before this Annual Meeting
will be by poll. Results of voting will available after the
conclusion of the Annual Meeting and will be notified on
NZX and ASX.
If you are attending at the Park Hyatt in Auckland, you
may vote using a voting card provided to you at the
meeting or via the Computershare Meeting Platform.
All resolutions are to be voted on as ordinary resolutions,
meaning that they require approval by a simple majority
of the votes of those shareholders entitled to vote and
voting on the question.
Proxies
The appointment of a proxy must be made online at
www.investorvote.co.nz or, if you complete the
accompanying proxy form enclosed with this notice in
accordance with the instructions set out in the form,
received by Computershare by no later than 2pm
(New Zealand time), Sunday 22 October 2023.
If you do not plan to attend the Annual Meeting, you may
appoint a proxy. The Chair of the Annual Meeting is willing
to act as a proxy for any shareholder who appoints that
person for that purpose. To do this, enter “the Chair” or
the name of your proxy in the space allocated in “Step 1”
of the form. Alternatively you can appoint a proxy online
at www.investorvote.co.nz. An appointed proxy need not
be a shareholder of the Company.
If in appointing your proxy, you do not name a person as
your proxy (either online or on the proxy form), or your
named proxy does not attend the meeting, the Chair of
the Annual Meeting will be your proxy and may vote only
in accordance with your express direction. ASX Listing
Rule 14.2.2 requires the Company to state how the Chair
will vote undirected (discretionary) proxies. Subject to
the voting restrictions set out earlier in this notice of
meeting (with respect to resolution 2), the Chair will vote
all undirected proxies in favour of the resolutions.
ebosgroup.com

Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 2:00pm on Sunday, 22 October 2023.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Hybrid meeting
The hybrid meeting will be accessible on both desktop and mobile devices. Please
refer to the Virtual Meeting Guide that accompanies the Notice of Meeting. If you
appoint a proxy to cast your vote, you are still able to attend the Annual Meeting via
the Computershare Meeting Services web platform, however, you will not be able to
cast your votes held by your proxy.
Appointment of Proxy
If you do not plan to attend the Annual Meeting, you may appoint a proxy. The Chair
of the Annual Meeting is willing to act as a proxy for any shareholder who appoints
that person for that purpose. To do this, enter ‘the Chair’ or the name of your proxy in
the space allocated in ‘Step 1’of this form. Alternatively you can appoint a proxy
online at www.investorvote.co.nz. An appointed proxy need not be a shareholder of
the Company.
If in appointing your proxy, you do not name a person as your proxy (either online or on
this Proxy Form), or your named proxy does not attend the meeting, the Chair of the
Annual Meeting will be your proxy and may vote only in accordance with your express
direction. ASX Listing Rule 14.2.2 requires the Company to state how the Chair will vote
undirected (discretionary) proxies. Subject to the voting restrictions set out in the notice
of meeting (with respect to resolution 2), the Chair will vote all undirected proxies in
favour of the resolutions.
Voting of your Holding
Direct your proxy how to vote by marking one of the boxes opposite each item of business.
If you do not mark a box your proxy may vote as they choose. If you mark more than one
box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or
proxy is to attend the meeting you will need to provide the appropriate “Certificate of
Appointment of Corporate Representative” prior to admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should sign.
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 the Company) and a signed certificate of
non-revocation of the power of attorney must be produced with this Proxy Form.
Companies
This form must be signed by a Director jointly with another Director, or a Sole Director can
sign alone. Please sign in the appropriate place and indicate the office held.
Comments and questions
If you have any comments or questions for the Company, please write them on a separate
sheet of paper and return with this form.
Go online to lodge your proxy or turn over to complete the form

If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission via the Computershare Meeting Services web platform.
Proxy contact Details (Phone): and (Email):
Appoint a Proxy to Vote on Your Behalf
STEP 1
Proxy/Corporate Representative Form
hereby appoint of
or failing him/herof
I/We being a shareholder/s of EBOS Group Limited
or failing him/her, or if no person is named, the Chair of the Annual Meeting
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Shareholders
of EBOS Group Limited to be held at the Park Hyatt Auckland, 99 Halsey Street, Auckland, New Zealand and online via the Computershare Meeting Platform at
https://meetnow.global/nz on Tuesday, 24 October 2023, commencing at 2:00pm New Zealand time and at any adjournment of that meeting.
Proxy
Discretion
Ordinary Resolution
1.
It is resolved that Julie Tay be elected as a director of the Company.
2.
It is resolved that, pursuant to NZX Listing Rule 2.11.1 and ASX Listing Rule 10.17, the total remuneration for
non-executive directors be increased by $78,250 from $1,565,000 per annum to $1,643,250 per annum with
effect from 1 July 2023.
3.
It is resolved that the directors of the Company be authorised to fix the fees and expenses of Deloitte as auditor
of the Company.
For
Against
Abstain
Items of Business - Voting Instructions/Ballot Paper
Please note: 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 in
computing the required majority.
STEP 2
Annual Meeting of Shareholders of EBOS Group Limited to be held
at the Park Hyatt Auckland, 99 Halsey Street, Auckland, New Zealand
and online via the Computershare Meeting Platform at
https://meetnow.global/nz on Tuesday, 24 October 2023,
commencing at 2:00pm New Zealand time.
ATTENDANCE SLIP
Signature of Securityholder(s) This section must be completed.
SIGN
Securityholder 1Securityholder 2 Securityholder 3
or Sole Director/Directoror Director (if more than one)
Contact Name Contact Daytime Telephone Date

Attending the meeting online
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If you choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your
votes in real time.
You
will need the latest version of Chrome, Safari or
Edge. Please ensure your browser is compatible.
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
Visit https://meetnow.global/nz
When successfully authenticated, the home screen
will be displayed. You can watch the webcast, vote,
ask questions, and view meeting materials in the
documents folder. The image highlighted blue
indicates the page you have active.
The webcast will appear and begin automatically
once the meeting has started.
Voting
Resolutions will be put forward once voting is
declared open by the Chair. Once the voting has
opened, the resolution and voting options will appear.
To vote, simply select your voting direction from the
options shown on screen. You can vote for all
resolutions at once or by each resolution.
Your vote has been cast when the green tick appears.
To change your vote, select ‘Change Your Vote’.
Q&A
Any eligible shareholder/proxy attending the meeting
r
emotely is eligible to ask a question.
S
elect the Q&A tab and type your question into the
box at the bottom of the screen and press 'Send'.
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the required
meeting. Click 'JOIN MEETING NOW'.
If you are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you are
outside New Zealand, simply select your country
from the drop down box instead of the post code.
Accept the Terms and Conditions and click Continue.
If you are a guest:
Select Guest on the login screen. As a guest, you will
be prompted to complete all the relevant fields
including title, first name, last name and email
address.
Please note, guests will not be able to ask questions
or vote at the meeting.
If you are a proxy holder:
You will receive an email invitation the day before the
meeting to access the online meeting. Click on the
link in the invitation to access the meeting.
Contact
If you have any issues accessing the website please
c
all +64 9 488 8700.