BPG Annual Shareholder Meeting 2024

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PROXY FORM FOR BLACK PEARL GROUP LIMITED’S 2024 ANNUAL MEETING
Notice is hereby given that the Annual Meeting of Shareholders of Black Pearl Group Limited (the Company) will be held online via the Virtual Meeting
Platform provided by the Company’s share registrar, MUFG Corporate Markets (formerly Link Market Services) at www.virtualmeeting.co.nz/bpg24 on
Thursday 8 August 2024, commencing at 10am (NZ time). If you attend the Meeting online, you will require your CSN/Holder Number for verification
purposes.
If you will not attend the Meeting online but wish to be represented by proxy, please complete and return this form (in accordance with the lodgment
instructions above) to Black Pearl Group Limited’s share registry, MUFG Corporate Markets (formerly Link Market Services), by no later than 10am,
Tuesday, 6 August 2024.

Appointment of proxy
All shareholders are entitled to attend online and vote at the meeting or to appoint a proxy and vote in their place, unless specifically excluded, or in the
case of a corporate shareholder, a representative to attend and vote instead of him/her and that proxy or representative need not also be a shareholder.
The Chairperson of the Meeting (Tim Crown) and any of the Directors are prepared to act as proxy. Where any Director is appointed as a discretionary
proxy and is not prohibited from voting, each of the Directors intends to vote in favour of all of the Resolutions.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either online or on this Proxy Form, in respect of each resolution. If you return this form
without directing the proxy how to vote on any particular matter, the proxy may vote as he/she thinks fit or abstain from voting. If you make more than one
election in respect of a resolution your vote will be invalid on that resolution. If this Proxy Form is returned duly signed by a Shareholder with voting
instructions included, but without specifying a person that is appointed as proxy, the Chairperson is deemed to be the proxy for the purpose of that form,
but only to vote to the extent of the voting instructions provided.

Voting Restrictions
Under Rule 6.3.1, the following voting restriction applies to Resolution 4. Any shareholder, and their respective Associated Persons (as defined in the NZX
Listing Rules), who acquired ordinary shares in BPG in the placement on 19 October 2023 or 14 November 2023 are prohibited from voting any shares
that they hold on Resolution 4. This includes Crown BP Holdings LLC and its Associated Persons, including Tim Crown.
The Company will disregard any votes cast on Resolutions 4 (as applicable) by any person to whom the above restriction applies. Any discretionary
proxies given to persons disqualified from voting under the requirements set out above will not be valid.

Attending the meeting
The Annual Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/bpg24. A corporation may appoint a person to
attend and vote online at the Meeting as its representative in the same manner as that in which it could appoint a proxy. A proxy does not need to be a
shareholder of the Company.

Signing instructions for proxy forms
Individual
This Proxy Form must be signed by the shareholder or his/her/its attorney duly authorised in writing.
Joint Holding
In the case of a joint shareholding, this Proxy Form may be signed by either, or on behalf of, the joint shareholder (or their duly authorised attorney).
Power of Attorney
This Proxy Form and the power of attorney or other authority, if any, under which it is signed, or a copy of that power or authority certified by a Solicitor,
Justice of the Peace or Notary Public must be received at the office of MUFG Corporate Markets, in any manner as per the instructions below.
Corporate Shareholder
In the case of a corporate shareholder, this Proxy Form must be signed by a director or a duly authorised officer acting under the express or implied
authority of the shareholder, or an attorney duly authorised by the shareholder.
Go online to https://investorcentre.linkgroup.nz/voting/BPG to appoint your proxy
LODGE YOUR PROXY
Online:
https://investorcentre.linkgroup.nz/voting/BPG
Scan & email:
meetings@linkmarketservices.com Mail:
Use the reply paid
Deliver: envelope or address to:
MUFG Pension & Market Services MUFG Pension & Market Services
Level 30, PwC Tower, PO Box 91976
15 Customs Street West, Auckland 1142
Auckland 1010
Scan this QR code with your smartphone and vote online

PROXY/CORPORATE REPRESENTATIVE FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder(s) of Black Pearl Group Limited hereby appoint:


of _
(full name of proxy) (E-mail address)

Or
of
(full name of proxy) (E-mail address)
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held on Thursday 8 August 2024 and at any
adjournment of that meeting 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 on each resolution as he/she
sees fit, or may abstain from voting. The proxy is appointed only in respect of the above meeting or any adjournment thereof.
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. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf
during a poll and your votes will not be counted computing the required majority, for that item.
BUSINESS
To consider and, if thought fit, pass the following resolutions:

Tick (✓) in box to vote
ORDINARY RESOLUTIONS For Against Abstain Discretion
1.
Auditor’s remuneration: that the Board is authorised to fix the auditor’s remuneration for
the ensuing year.

   
2. Re-election of Tim Crown: that Tim Crown, who retires as a Director in accordance with
NZX Listing Rule 2.7.1, and being eligible, be elected as a Director of BPG.

   
3.
Re-election of Nick Lissette: that Nick Lissette, who retires as a Director in accordance with
NZX Listing Rule 2.7.1, and being eligible, be elected as a Director of BPG.

   
4. Ratification of previous share issue under placement: that, in accordance with NZX
Listing Rule 4.5.1(c), Shareholders ratify the 6,438,447 fully paid ordinary shares of BPG
issued under the placement on 19 October 2023 and 14 November 2023.

   
5. Ratification of previous share issue under share purchase plan: that Shareholders
ratify the 1,081,507 fully paid ordinary shares of BPG issued under its share purchase plan
on 14 November 2023 for the purposes of the NZX Listing Rules.

   
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ Meeting online at www.virtualmeeting.co.nz/bpg24, will have the opportunity to ask questions
during the Meeting. If you cannot attend the Annual Shareholders’ Meeting online but would like to ask a question, you can submit a question online by
going to https://investorcentre.linkgroup.nz/voting/BPG and completing the online validation process or complete the question section below and
return to MUFG Corporate Markets. Questions will need to be submitted by 10am on Tuesday, 6 August 2024. The Board will address and answer
questions at the Annual 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:

---

1

24 July 2024

Dear Shareholder,

Please find enclosed notice (Notice) of Black Pearl Group Limited’s (BPG or the Company) annual
shareholders’ meeting (Meeting) which will be held virtually via the Virtual Meeting Platform accessible
by this link www.virtualmeeting.co.nz/bpg24 on Thursday 8 August 2024 starting at 10am (NZT).
The Board warmly welcomes shareholders to BPG’s annual meeting and we look forward to updating
shareholders on the Company’s growth and performance this past year, as well as looking ahead to the
next phase of growth in the strategic plan.

BPG shareholders will be asked to vote on the following resolutions:

1. fixing the auditor’s remuneration;
2. the re-election of Tim Crown as a Director;
3. the re-election of Nick Lissette as an executive Director;
4. ratify the issue of shares by BPG under placements completed on 19 October 2023 and 14
November 2023; and
5. ratify the issue of shares by BPG under a share purchase plan completed on 14 November
2023.

BPG is currently working through its funding options to support its next stage of growth. Resolutions 4
and 5 in this Notice give the Board flexibility to raise that funding through issuing more equity in case
the Board considers that is in the best interests of BPG and fair and reasonable to all shareholders.
BPG is also considering debt financing opportunities with New Zealand banks. No decision has been
made at this time as to what method of funding is preferred.

Board Recommendation

The Board considers that Resolutions 1, 2, 3 and 5 are in the best interests of BPG and its shareholders
and recommends that shareholders vote in favour of the resolutions.

The non-interested Directors of the Board for Resolution 4 (being Nick Lissette, Cherryl Pressley, Hugo
Fisher and Mark Osborne), consider that Resolution 4 is in the best interests of BPG and its
shareholders and recommends that shareholders vote in favour of the resolution.

Proxy Form

The enclosed proxy form has detailed instructions on how shareholders may lodge their vote or appoint
a proxy to vote on their behalf if they are unable to attend the meeting.

Shareholders attending the meeting will be given the opportunity to raise questions. Shareholders may
also submit written questions on the bottom of the Proxy Form. The main themes will be aggregated
and responded to at the Meeting. Alternatively, written questions can be sent online at
https://investorcentre.linkgroup.nz/voting/BPG or by email to meetings@linkmarketservices.com.

BPG reserves the right not to address questions that, in the Chair’s opinion, are not reasonable in the
context of an annual shareholders’ meeting, or any written questions that are not received by 10am
(NZT) on 6 August 2024.
I look forward to seeing you at the Meeting.



Tim Crown
Chairman

2

NOTICE OF ANNUAL MEETING

Notice is given that the annual shareholders’ meeting (Meeting) of Black Pearl Group Limited (BPG or
the Company) will be held virtually via the Virtual Meeting Platform accessible by this link
www.virtualmeeting.co.nz/bpg24 on Thursday 8 August 2024 starting at 10am (NZT).
AGENDA
A. Chair’s introduction
B. Presentation to shareholders
C. Questions
D. Resolutions

RESOLUTIONS

To consider and, if thought fit, to pass the following ordinary resolutions:

1. Auditor’s remuneration: that the Board is authorised to fix the auditor’s remuneration for the
ensuing year.

2. Re-election of Tim Crown: that Tim Crown, who retires as a Director in accordance with NZX
Listing Rule 2.7.1, and being eligible, be elected as a Director of BPG

3. Re-election of Nick Lissette: that Nick Lissette, who retires as a Director in accordance with NZX
Listing Rule 2.7.1, and being eligible, be elected as a Director of BPG.

4. Ratification of previous share issue under placement: that, in accordance with NZX Listing
Rule 4.5.1(c), Shareholders ratify the 6,438,447 fully paid ordinary shares of BPG issued under
the placement on 19 October 2023 and 14 November 2023.

5. Ratification of previous share issue under share purchase plan: that Shareholders ratify the
1,081,507 fully paid ordinary shares of BPG issued under its share purchase plan on 14 November
2023 for the purposes of the NZX Listing Rules.


PROCEDURAL NOTES
Proxies

Any shareholder of BPG who is entitled to attend and vote at the Meeting may appoint a proxy to attend
and vote on their behalf. A corporation which is a shareholder may appoint a representative to attend
the Meeting on its behalf in the same manner as it could appoint a proxy. A proxy does not need to be
a shareholder of BPG. A proxy form can be returned by delivery, mail, email, or online (as set out
below).

The Chair of the Meeting (Tim Crown) and any of the Directors are prepared to act as proxy. Where
any Director is appointed as a discretionary proxy and is not prohibited from voting, each such Director
intends to vote in favour of all the resolutions. Shareholders are encouraged to give express voting
directions to any Director that they appoint as their proxy.

Voting restrictions apply to the persons (and their respected Associated Persons, as defined in the NZX
Listing Rules) as detailed below. Accordingly, Tim Crown is prohibited from voting on Resolution 4 and
cannot act as a discretionary proxy on that resolution.

3

To appoint a proxy, you should complete and sign the enclosed proxy form and either return it by
delivery, mail or email to the share registrar of BPG:
By delivery:
Black Pearl Group Limited
C/- MUFG Corporate Markets
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
By mail:
Black Pearl Group Limited
C/- MUFG Corporate Markets
PO Box 91976
Auckland 1142
By email: meetings@linkmarketservices.com (please put the words “BPG Proxy Form” in
the subject line for easy identification)

You may also lodge your proxy online at https://investorcentre.linkgroup.nz/voting/BPG. You will require
your CSN/Holder Number and FIN to complete your proxy appointment. A shareholder will be taken to
have signed the proxy form by lodging it in accordance with the instructions on the website.
The completed proxy form must be received by MUFG Corporate Markets no later than 48 hours before
the Meeting, being 10am NZST on Tuesday, 6 August 2024. Online proxy appointments must be
completed by this time also. Registered shareholders at that time will be the only persons entitled to
vote at the Meeting and only the shares registered in those shareholders’ names at that time may be
voted at the Meeting.
Shareholder Questions
Shareholders attending the meeting will be given the opportunity to raise questions.
Shareholders may also submit written questions on the bottom of the proxy form. The main themes will
be aggregated and responded to at the Meeting. Alternatively, written questions can be sent online at
https://investorcentre.linkgroup.nz/voting/BPG or by email to meetings@linkmarketservices.com.
BPG reserves the right not to address questions that, in the Chair’s opinion, are not reasonable in the
context of an annual shareholders’ meeting, or any written questions that are not received by 10am
(NZT) on 06 August 2024.
Ordinary Resolutions
All resolutions are ordinary resolutions. An ordinary resolution is a resolution passed by more than 50%
of votes of those shareholders entitled to vote and voting on the resolutions in person or by proxy.
Voting Restrictions

Under Rule 6.3.1, the following voting restriction applies to Resolution 4. Any shareholder, and their
respective Associated Persons (as defined in the NZX Listing Rules), who acquired ordinary shares in
BPG in the placement on 19 October 2023 or 14 November 2023 are prohibited from voting any shares
that they hold on Resolution 4. This includes Crown BP Holdings LLC and its Associated Persons,
including Tim Crown.

The Company will disregard any votes cast on Resolution 4 (as applicable) by any person to whom the
above restriction applies. Any discretionary proxies given to persons disqualified from voting under the
requirements set out above will not be valid.

The definition of Associated Person has the same meaning as under the NZX Listing Rules, and
includes persons or legal entities who are able to directly or indirectly, exert a substantial degree of
influence over the activities of another person or legal entity (or vice versa).

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Definitions

Capitalised terms not defined in this Notice that are defined in the NZX Listing Rules have the same
meaning as in the NZX Listing Rules.

NZ RegCo No Objection

This Notice has been reviewed by NZX Regulation Limited (NZ RegCo). NZ RegCo has confirmed it
has no objection to this Notice but takes no responsibility for the contents of this Notice.

5

Explanatory Notes
Resolution 1: Auditor’s remuneration
Pursuant to section 207T of the Companies Act 1993, William Buck New Zealand is automatically re-
appointed as auditor of BPG at the Meeting. This resolution authorises the Board to fix the fees and
expenses of William Buck New Zealand as BPG’s auditor in accordance with section 207S of the
Companies Act 1993.
Resolution 2: Re-election of Tim Crown
Tim Crown, appointed in January 2020, retires by rotation at the Meeting in accordance with NZX Listing
Rule 2.7.1 and, being eligible for re-election, offers himself for election as Director of the Company. The
Board considers that Tim is not an Independent Director. The Board unanimously supports the re-
election of Tim.
He is the co-founder and current Chairman of the Insight Enterprises Board, a global IT solutions
company listed on the Fortune 500 and publicly traded on NASDAQ. Insight Enterprises employs over
10,000 professionals in 19 countries and achieved over US $9.4 billion in net sales in 2021.
In addition to his role at Insight, Tim holds leadership positions at Redcatracing.com, Stormwind.com,
Nocira.com, Coplex.com, and the Crown Foundation, a charitable organisation providing educational
services in the USA. Tim initiated the establishment of the 501(c)3 Summit School of Ahwatukee in
2000, recognised with national and state-level awards for educational excellence.
Based in Arizona, USA, Tim brings extensive experience and leadership to BPG. He is currently the
Chairman of the Board and serves on the Audit and Risk Committee and the Remuneration Committee.
Resolution 3: Re-election of Nick Lissette
Nick Lissette, appointed in October 2012, retires by rotation at the Meeting in accordance with NZX
Listing Rule 2.7.1 and, being eligible for re-election, offers himself for election as Director of the
Company. The Board considers that Nick is not an Independent Director. The Board unanimously
supports the re-election of Nick.
Nick is the Founder and CEO of BPG. In 2006 Nick established Silver Cloud Mail Company, an anti-
spam SaaS service which was sold in 2012. Nick went on to found BPG where he managed the initial
capitalisation of BPG and oversaw the building of the Pearl Engine and Black Pearl Mail technology.
Nick took on the role of Chief Technical Officer of BPG in 2019, where he led the technical team to build
the real-time analytics application, ‘Insights’.
Nick reverted to his role as CEO in March 2021 and subsequently oversaw the pre listing capitalisation
of the company, execution of the Company’s acquisition of the NewOldStamp business, direct listing of
BPG on the NZX Market and subsequent revenue growth. Nick is a Member of the New Zealand
Institute of Directors and has a Bachelors degree from Victoria University of Wellington. Nick resides in
New Zealand.
Resolution 4: Ratification of previous share issue under placement

On 6 October 2023, BPG announced that it was commencing a capital raise (Offer) seeking to raise
approximately NZ$4 million. The Offer was comprised of placements initially to wholesale investors and
accredited investors based in the United States of America (Placement) followed by a share purchase
plan (SPP) offer to existing and new retail shareholders, with an ability for BPG to accept
oversubscriptions.

The issue price for the Offer of NZ$0.51 per share (Issue Price) represented a 13.5% discount to the
five-day volume weighted average price of BPG shares prior to the opening date of the Placement
(being NZ$0.59 per share as at 6 October 2023).

6

Under the Placement, which commenced on 6 October 2023, BPG issued in aggregate 6,438,447 fully
paid ordinary shares in BPG on 19 October 2023 and 14 November 2023 at the Issue Price, raising
approximately NZ$3.2 million (Previous Placement Shares). The Previous Placement Shares are of
the same class and rank equally with all other existing ordinary shares in BPG and represented 14.23%
of BPG’s equity securities on issue immediately prior to the commencement of the Placement.
Tim Crown, Director and Chairman of BPG, indirectly participated in the Placement on the same terms
and criteria as all other Placement participants, through his Associated Persons, Crown BP Holdings,
LLC and Ohana Farms, LLC. No other Director or Senior Manager participated in the Placement.
The ratification of the issue of the Previous Placement Shares will provide BPG with the flexibility to
continue to assess its future funding options.
Although a further capital raise is potentially a viable option for BPG, the Board is of the view that the
current share price of BPG does not reflect the achievements and the strong revenue growth trajectory
of BPG over the past 12 months.
In addition, given the growth trajectory of BPG, further capital may or may not be required and that any
further capital would be to support accelerated future US growth.
As an alternative to (or in addition to) a further capital raise, BPG is in discussions with a New Zealand
bank regarding the potential option of debt financing. The Board considers this may be a sustainable
option for the Company given BPG’s level of revenue now gives it an ability to service debt. The Board’s
priority at this stage is to determine what course of action, or whether both (or any) courses of action
are in the best interests of the Company.
The ratification of the issue of shares under the Offer, including the issue of the Previous Placement
Shares, will allow BPG time to consider all funding options in the future and provide it with flexibility to
support future intended growth.
NZX Listing Rule Requirements
Shareholder approval for Resolution 4 is required under Rule 4.5.1(c).
The Previous Placement Shares were issued in accordance with Rule 4.5.1, which permits an issue of
shares up to 15% of the issued share capital of BPG in any 12 month period without prior shareholder
approval.
Rule 4.5.1(c) effectively provides BPG’s shareholders the opportunity to replenish BPG’s placement
capacity under Rule 4.5.1 by way of an ordinary resolution, allowing BPG to issue up to another 15%
of its issued capital in the same 12 month period.
Implications of Resolution 4 not proceeding
Should Resolution 4 not be passed, BPG will be able to issue only a limited number of shares under
Rule 4.5.1 and (unless it obtains further shareholder approvals) will have to wait 12 months from the
applicable share issue date under the Placement, being 19 October 2023 or 14 November 2023 (as
applicable), to raise further capital which the Board are actively considering as an option for BPG. This
could be detrimental to BPG’s pathways to growth and profitability as, without further capital, BPG may
not be in a position to take advantage of market opportunities, pursue bolt-on acquisition opportunities
or accelerate its growth.
The non-interested Directors of the Board unanimously recommend that shareholders vote in favour of
Resolution 4, as it will provide BPG with flexibility to raise money through the issue of further shares
prior to 14 November 2024 if required.
Failure to pass Resolution 4 will not affect the validity of the Previous Placement Shares already issued.

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Resolution 5: Ratification of previous share issue under share purchase plan

As part of the Offer, and as described under Resolution 4, following the Placement, BPG offered a SPP
to existing shareholders residing in New Zealand.

Under the SPP, which opened on 19 October 2023, BPG issued in aggregate 1,081,507 fully paid
ordinary shares in BPG on 14 November 2023 at the Issue Price, raising approximately NZ$550,000
(Previous SPP Shares). Over 3,400 new shareholders and underlying investors subscribed for
Previous SPP Shares in BPG. The Previous SPP Shares are of the same class and rank equally with
all other existing ordinary shares in BPG and represent 2.39% of BPG’s equity securities on issue
immediately prior to the commencement of the SPP.

The ratification of the SPP will allow the Company to proceed with raising further capital through another
share purchase plan on the basis described in Resolution 4.

More particularly, if the Board does decide to raise capital and does so through a placement, the
intention is to then enable all shareholders to have the opportunity to subscribe for shares at the same
issue price under a share purchase plan.

NZX Listing Rule Requirements
Shareholder approval for Resolution 5 is required the definition of Share Purchase Plan in the NZX
Listing Rules.
The Previous SPP Shares were issued in accordance with Rule 4.3.1(c), which permits an issue of
shares under a share purchase plan provided that no more than 10% of the issued share capital of BPG
is issued and the consideration payable for equity securities under all share purchase plans does not
exceed NZ$50,000 per shareholder.
Ratification of the SPP replenishes BPG’s capacity to undertake a further share purchase plan.
Implications of Resolution 5 not proceeding
As detailed in Resolution 4, should Resolution 5 not be passed, BPG will be able to issue only a limited
number of shares under any new share purchase plan and (unless it obtains further shareholder
approvals) will have to wait until 14 November 2024, to offer a less restrictive share purchase plan.
This could be detrimental to BPG’s intention to raise further capital this year on the basis described in
Resolution 5, to accelerate its growth strategy and capitalise on market opportunities, or inhibit BPG’s
ability to extend a new offer to all shareholders.
Failure to pass Resolution 5 will not affect the validity of the Previous SPP Shares already issued.