Annual Shareholders Meeting

Briscoe Group Limited
Notice of Annual Meeting
Notice is hereby given that an Annual Meeting of shareholders of Briscoe G
ended 28 January 2024 will be held both as an online meeting and at the offices of Simpson Grierson, Level 28,
Shortland and Fort, 88 Shortland Street, Auckland onThursday16May 2024, commencingat 10:00am.
In the unlikely event where the meeting cannot be held physically due to publichealth or other measures, 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 Market Announcement Platform, if
the physical meeting is not to proceed. The health and safety of our team and shareholders is of paramount
importance.
Shareholders wishing to attend, vote and ask questions online at the Annual Meeting, can do so at
www.virtualmeeting.co.nz/bgp24.
Shareholders are invited to join the Directors for morning tea at 9:30am prior to the Annual Meeting.
To view the latest financial statements for the year ended 28January 2024, please visit
http://briscoegroup.co.nz/investor-centreand select the Annual Report for the period ended 28January 2024.
Items of Business
The business of the Annual Meeting is comprised of ordinary business, being:
Item 1: Address
Item 2:Address
Item 3: Financial Statements
To receive and consider the financial statements for the year ended 28 January 2024 together
s reports.
Item 4: Resolutions Ordinary Business
Resolution 1. Re-election of Director Dame Rosanne Meo
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:
Dame Rosanne Meo, 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-
Resolution 2. Re-election of Director Hugh James Mark Callaghan
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:
Mark Callaghan, 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-
See the Explanatory Notes to this notice for profiles of Dame Rosanne Meo and Mark Callaghan.
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:
their services as Directors of the Company be increased by $44,000 from not more than $400,000 to not more
than $444
See the Explanatory Notes to this notice for more information in relation to the proposed increase in the
remuneration pool available for payment to Directors in their capacity as Directors.

Resolution 4
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 uditor and that the Board
of Directors be authorised to fix the remuneration of PricewaterhouseCoopers

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 four 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.

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, 14 May 2024. If the form is sent by post, it must be received by that time at the offices

Level 30, PwC Tower, 15 Customs Street West, Auckland, New Zealand.
If you appoint a proxy to vote on your behalf, and you either confer on the proxy a discretion to vote as he or she thinks
fit, or you do not provide any voting instructions on how the proxy should vote, you acknowledge that your proxy may
vote as he or she thinks fit or abstain from voting, provided they are not restricted from voting at the Annual Meeting.
The Chairman of the Annual Meeting may be appointed as a proxy and intends to vote any undirected (i.e. no voting
instructions included) or discretionary proxy votes in favour of each resolution, apart from Resolution 3. If you return
your proxy form with voting instructions included but 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 and will vote in accordance with
the express directions in your proxy form.
If you return your proxy form without voting instructions and do not specify a person as your proxy, no vote will be
exercised in respect of your shareholding.
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 the Company elects to hold the Annual Meeting
online only (due to public health concerns or other reason), attendance will be via an online platform provided by the
Share Registrar, Link Market Services at www.virtualmeeting.co.nz/bgp24. 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 who attend the Annual Meeting online will have the opportunity to submit questions to the Board, 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 Annual Meeting online, transcripts of the Chairman and
Annual M
http://briscoegroup.co.nz/investor-centre/
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 28 January 2024, 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, 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


Explanatory Notes

Resolutions 1 and 2: 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
Both Dame Rosanne Meo and Mark Callaghan
were appointed as Directors (by re-election) at the Annual Meeting held on 20 May 2021 and, as such, retire by rotation
and offer themselves for re-election.

Dame Rosanne Meo and Mark Callaghan qualify as Independent Directors (as defined in
the NZX Listing Rules). The Board unanimously supports the re-election of both Dame Rosanne Meo and Mark
Callaghan.

Profiles of Directors seeking re-election


Dame Rosanne Meo

Rosanne is a widely experienced director, having worked in New Zealand and Australia in both the publicly listed and
private sector.

valued by her fellow Directors, who unanimously support the determination of her as an independent Director and as
having the continued ability to act in the interests of all Shareholders and of the Company.

Rosanne has indicated to the Board that if she is successfully re-elected as a Director at this 2024 Annual Meeting, it is
her intention that this will be her final term.

Rosanne is also currently a Director of AMP Administration [NZ] and Patron of the APO.

Mark Callaghan



He has over 30 years of manufacturing and marketing consumer goods experience, mainly in New Zealand and
Australia, for multinationals; Colgate Palmolive and Kimberly Clark and most recently as Managing Director of Cadbury
Australia & New Zealand, CEO of Frucor Suntory New Zealand and CEO of Phytomed Medicinal Herbs Ltd.

-2013 for
Frucor Suntory.

He is currently a Director of Hepstone Ltd, a past director of The Warehouse Group, Humour Foundation (Clown
Doctors) and Hayes Asset Management, past Chair of Office Products Depot and is a member of the Institute of
Directors.

In accordance with the NZX Listing Rules 2.11.1 and 2.11.2, the Company is seeking the approval of
shareholders to increase the authorised monetary sum per annum available for payment of Directors fees by
$44,000 from, in aggregate, a pool of $400,000 for all the Directors to, in aggregate, a pool of $444,000 for
all the Directors. This represents an increase of 11.0% to the current pool.


Background

At the Annual Meeting held on 20 May 2021 shareholde
maximum total amount of $400,000 per annum. Current director remuneration utilises this approved
maximum as follows:

Board Chair $ 140,000
Non-Executive Director x3 @ $70,000 $ 210,000
Audit and Risk Committee Chair $ 12,000
Audit and Risk Committee member x2 @ $7,000 $ 14,000
Human Resources Committee Chair $ 10 ,000
Human Resources Committee member x2 @ $7,000 $ 14 ,000
Total Fees $ 400,000


Considerations

As part of its annual review of director remuneration, the Board considers whether the aggregate maximum
remuneration in place is appropriate for the requirements of the business. The Directors believe that three
key factors have changed since the fees were last approved by shareholders, 3 years ago:
a) continued growth in size and complexity of the Company
b) increased workload and responsibility in relation to board sub-committees; and
c) market remuneration trends.

Complexity and size are the key drivers. The increased sophistication required for a leading omnichannel
and online presence, optimising the
increased complexity of international and domestic supply chains, and ensuring compliance with the
continuous change of legislative, accounting and governance requirements are all examples of the increased
size and complexity of the Company. This growth in terms of financial performance, economic size and
compliance and responsibility has resulted in a significant increase in director workload.

Since the time of the last fee approval, against a backdrop of significant upheaval and trying economic
conditions, turnover has grown by 13% ($702m vs $792m) while net profit after tax (NPAT) has
increased by 15% ($73m vs $84m).

in
addition to general benchmarking and market data provided by remuneration consultant, Strategic Pay. The
with market trends in particular with comparable
attracting and retaining the highest calibre of individuals as directors.

Fee proposals

The Directors, after considering the factors listed above during the internal benchmarking process, are
seeking the approval from shareholders for an increase to the total fee pool of $44,000.

While this amount represents an increase of 11.0% in total, it is important to recognise that it comprises an
increase to base fees (+7.5%) and an increase in additional sub-committee members (+3.5%).

The increase in sub--executive
directors as members of each sub-committee. As a relatively small Board this decision reflects the
time and broadening scope of responsibilities in monitoring and assessing business compliance and
performance.

The distribution of the proposed increased to the current pool and its split between increased base fee and
additional committee members is shown in the table below:

Current New Increased
Fees
Increased
Committee
Members

Board Chair $140,000 $152,000 $12,000 -
Non-Executive director x3 ($70,000 to $76,000) $210,000 $228,000 $18,000 -
Audit and Risk Committee Chair $12,000 $12,000 - -
Audit and Risk Committee (2 to 3 members) @ $7,000 $14,000 $21,000 - $7,000
Human Resources Committee Chair $10,000 $10,000 - -
Human Resources Committee (2 to 3 members) @ $7,000 $14,000 $21,000 - $7,000
Total Fees $400,000 $444,000 $30,000 $14,000
% Increase +11.0% +7.5% +3.5%



Restrictions

The Company will, as required by the NZX Listing Rules, disregard any votes cast on this resolution by any
Director, and any Associated Person of that Director, (as defined in the NZX Listing Rules) where that Director
is intended to receive a payment or benefit from the approved remuneration pool, except where the vote is
cast by a director (or one of their associated persons) as proxy for a shareholder who is entitled to vote and
that director (or associated person) votes in accordance with express instructions to vote for or against a
particular resolution on the proxy form.

Resolution 4: Auditors 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 auditors 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:
https://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 2024ANNUAL MEETING
The Annual Meeting(Meeting)of Shareholders of Briscoe Group Limited(Company) will be held on Thursday, 16May 2024commencingat 10:00amat the
offices of Simpson Grierson, Level 28, Shortland and Fort, 88 Shortland Street, Auckland and online atwww.virtualmeeting.co.nz/bgp24. In the unlikely
event where the meeting cannot be held physically due to public health or other measures, the Company may elect to hold this Meeting as an online
meeting only. The Company will provide shareholders with as much notice as is reasonably practicable, by way of an announceme
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 onThursday, 16May 2024, 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 the CompanyShare Registrar, Link Market Services, by no later than 10:00am, Tuesday 14May 2024. Alternatively,
you can appoint your proxy and direct your proxy how to vote on the resolutions online by going to https://vote.linkmarketservices.com/BGPor by
scanning the QR code above with your smartphone. Any proxy form received, or online appointment lodged after 10:00am, 14May 2024will 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 of the Meeting to act as your proxy at the Meeting.The
Chairman intends to vote any undirected (i.e. no voting instructions included) or discretionary proxy votes in favour of Resolution 1, 2 and 4 and will abstain
on Resolution 3. If you return your proxy form with voting instructions included but without nominating a proxy, or if your nominated proxy does not
attend the Meeting on your behalf, the Chairman will act as your default proxy and will vote in accordance with the express directions in your proxy form.If
you return your proxy form without voting instructions and do not specify a person as your proxy, no vote will be exercised in respect of your shareholding.
Voting of your holding
ct of each resolution OR by
or more resolutions and give
the proxy holder discretion in respect of other resolutions.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, provided they are not restricted from voting on any of the
resolutions being considered at the Meeting.
Voting Restrictions
The Company will, as required by the Listing Rules, disregard any votes cast on Resolution 3 by any Director, and any Associated Person of that Director, (as
defined in the NZX Listing Rules) where that Director is intended to receive a payment or benefit from the approved remuneration pool, except where the
vote is cast by a director (or one of their associated persons) as proxy for a shareholder who is entitled to vote and that director (or associated person)
votes in accordance with express instructions to vote for or against a particular resolution on the proxy form.
Attending the meetingonline
Shareholders intending to attend the Meeting online can do so via the Link Market Services Virtual Annual Meeting platform at
www.virtualmeeting.co.nz/bgp24. 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 no later than 10:00am on Tuesday 14May 2024.If you have appointed a proxy to attend the Meeting in your place, you may still attend
the Meeting online (but only your proxy may cast your votes).
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.
CorporateShareholder-If the shareholder is a company this form must be signed on behalf of the company by an authorised person acting under the co
express or implied authority.
Deliver:
Link Market Services
Level 30, PwC Tower
15CustomsStreetWest,Auckland
Mail:
Use the enclosed reply paid
envelope or address to:
Link Market Services Limited
PO Box 91976,Auckland 1142

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/Wenamed above, being a shareholderof Briscoe GroupLimited(Company):
hereby appoint:_________________________________________________of____________________________________________________________________
(Full Name) (EmailAddress)
or: __________________________________________________of____________________________________________________________________
(Full Name) (EmailAddress)
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 Simpson Grierson, Level 28,
Shortland and Fort, 88 Shortland Street, Aucklandand/oronline at www.virtualmeeting.co.nz/bgp24on Thursday16May 2024, commencing at 10:00am and
at any adjournmentof that meeting.
STEP 2: ITEMS OF BUSINESS PROXY VOTINGINSTRUCTIONS
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.If you do not tick any box for a particular item, then your proxy may vote as he/she thinks
fit or abstain from voting.
Resolutions
To consider and, if thought fit, pass the following ordinary resolutions:
Please indicate with a
For Against Abstain Proxy
Discretion
1.
That Dame Rosanne Meo, who will retire by rotation at the close of the Annual Meeting in
-elected as a
Director of the Company.
2.
That Mark Callaghan, who will retire by rotation at the close of the Annual Meeting in accordance
-elected as a Director of the
Company.
3.
That the total monetary sum per annum available for payment as remuneration to all Directors in
aggregate for their services as Directors of the Company be increased by $44,000 from not more
than $400,000 to not more than $444,000 perannum.
4.
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). 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 https://vote.linkmarketservices.com/BGPand completing the online validation process, or
completethe question section below and return to Link Market Services. Questions will need to be submitted by 10:00am on Tuesday 14May 2024. The Board
will
address and answer questions during the Meeting.
STEP 4: SIGN-SIGNATURE OF SHAREHOLDER(S)
This section must be completed
Shareholder1 Shareholder 2 Shareholder3
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 communicationsby
email please provide your email address below.
Question: