BPG Annual Shareholders' Meeting 2025

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26 June 2025

Dear Shareholder,

Please find enclosed notice of Black Pearl Group Limited’s annual shareholders’ meeting which will be
held virtually via the MUFG Pension & Market Services Virtual Meeting Platform at
www.virtualmeeting.co.nz/bpg25 on Thursday, 10 July 2025 starting at 10am (NZT).
The Board 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. fix the auditor’s remuneration;
2. elect Mark Osborne as a Director
3. elect Jyllene Miller as a Director; and
4. ratify the issue of shares by BPG under placements issued on 11 October 2024 and 22 October
2024.

Resolution 4 in the Notice is intended to give the Board flexibility to issue further shares without needing
a prior shareholder approval. The Board seeks this flexibility so that BPG can act quickly and decisively
on growth opportunities. In particular, BPG has a strategy of acquiring complementary technology
businesses and is assessing a number of acquisition opportunities at this time. The ability for the Board
to issue shares may support executing an acquisition should the Board find an acquisition opportunity
that is compelling. The Board will still only issue shares if it is in the best interests of BPG and fair and
reasonable to all existing shareholders to raise that funding through issuing more equity.

Board Recommendation

The Board considers that all of the resolutions are in the best interests of BPG and its shareholders and
recommends that shareholders vote in favour of all resolutions.

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://nz.investorcentre.mpms.mufg.com/voting/BPG or by email to
meetings.nz@cm.mpms.mufg.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 Tuesday, 8 July 2025.
I look forward to seeing you at the Meeting.

Tim Crown
Chairman

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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 MUFG Pension & Market Services Virtual Meeting Platform
at www.virtualmeeting.co.nz/bpg25 on Thursday, 10 July 2025 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. Election of Mark Osborne: that Mark Osborne, 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. Election of Jyllene Miller: that Jyllene Miller, 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 8,420,418 fully paid ordinary shares of BPG issued under the
placement on 11 October 2024 and 22 October 2024.

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. Each
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 (Rules)) as detailed below.

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:

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By delivery:
Black Pearl Group Limited
C/- MUFG Pension & Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
By mail:
Black Pearl Group Limited
C/- MUFG Pension & Market Services
PO Box 91976
Auckland 1142
By email: meetings.nz@cm.mpms.mufg.com (please put the words “BPG Proxy Form” in
the subject line for easy identification)

You may also lodge your proxy online at https://nz.investorcentre.mpms.mufg.com/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 Pension & Market Services no later than 48
hours before the Meeting, being 10am NZST on Tuesday, 8 July 2025. 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://nz.investorcentre.mpms.mufg.com/voting/BPG or by email to
meetings.nz@cm.mpms.mufg.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 Tuesday, 8 July 2025.
Ordinary Resolutions
All resolutions are ordinary resolutions. An ordinary resolution is a resolution passed by more than 50%
of the votes of those shareholders entitled to vote and voting on the resolutions in person or by proxy.
Voting Restrictions

Under Rule 6.3.1 a voting restriction applies to Resolution 4. Any shareholder, and their respective
Associated Persons (as defined in the Rules), who acquired ordinary shares in BPG in the placement
on 11 October 2024 and 22 October 2024 are prohibited from voting any shares that they hold on
Resolution 4.

The Company will disregard any votes cast on Resolution 4 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.

“Associated Person” 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).

Definitions

Capitalised terms not defined in this Notice have the same meaning as in the 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.

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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: Election of Mark Osborne
Mark Osborne was appointed on 24 November 2022 as an independent, non-executive Director of
BPG. Mark retires at the Meeting by rotation in accordance with Rule 2.7.1 and, being eligible for re-
election, offers himself for election as Director of the Company.

Mark brings over 25 years of experience in financial policy and governance, both locally and globally.
Mark’s career spans roles in asset management, project management, and financial oversight across
various sectors, reflecting his deep knowledge in strategic financial management.

Mark has been a Director of Te Ahu Charitable Trust since 2006. His leadership is marked by successful
delivery of significant community facilities and management of complex projects from inception to
operation.

The Board considers Mark to be an independent Director. The Board unanimously supports the election
of Mark.

Resolution 3: Election of Jyllene Miller

Jyllene Miller was appointed by the Board on 10 September 2024 as an independent non-executive
Director of BPG. Jyllene retires at the Meeting in accordance with Rule 2.7.1 and, being eligible for re-
election, offers herself for election as Director of the Company.

Jyllene brings over 25 years of C-Suite and Board leadership experience. Jyllene’s extensive
governance experience and Board leadership experience includes mid-market, Fortune 500 enterprises
and industry-changing startups. Most recently, Jyllene was Executive Vice President of Global
Marketing and Emerging Business for Concentrix, a Nasdaq-listed company.

Jyllene’s expertise spans global go-to-market strategies, sales, business development, M&A,
marketing, customer engagement, brand, corporate culture initiatives and deep B2B expertise. She
resides in Arizona, USA.

The Board considers Jyllene to be an independent Director. The Board unanimously supports the
election of Jyllene.


Resolution 4: Ratification of previous share issue under placement

For the purpose of Rule 4.5.1, the BPG Board seeks shareholder approval to ratify the issue of
8,420,418 ordinary shares in BPG issued under a placement on 11 October 2024 and 22 October 2024
(Placement Shares). The issue of the Placement shares represented a total of 14.20% of all Equity
Securities (as defined in the Rules) as at the dates of issue.

The ratification of the Placement Shares will “replenish” BPG’s placement capacity under Rule 4.5.1,
allowing BPG the opportunity and flexibility to issue new equity securities without needing prior
shareholder approval to do so.

The Board is of the view that the current market price of BPG shares does not reflect the achievements
and the strong revenue growth trajectory of BPG over the past two years. Accordingly the Board is

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unlikely to use any refreshed capacity to issue new shares at the current market price of NZ$0.71 as at
the date of this Notice of Meeting. While BPG has no set plans to issue new shares, any issuance would
be to support future growth. In particular, BPG is continuing to pursue its acquisition strategy and an
issuance under the refreshed placement capacity would likely be used to help fund the purchase price
of an attractive acquisition opportunity.

BPG has not at this time entered any binding documentation to undertake an acquisition. If it does so,
that will be announced to market immediately. BPG is however undertaking due diligence investigations
on a number of acquisition opportunities. By refreshing the placement capacity, the Board can move
quickly to secure an acquisition without the delay of holding a prior shareholders meeting and contract
with counterparties with certainty.

NZX Listing Rule Requirements
Shareholder approval for Resolution 4 is required under Rule 4.5.1(c).

The 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 the flexibility to issue in the
same 12-month period, the full 15% of its issued share capital (calculated at the time of issue), without
having to obtain further shareholder approval.

Implications of Resolution 4 not proceeding

Should Resolution 4 not be passed, BPG will be unable to complete any issuance of substance under
its placement capacity under Rule 4.5.1 unless it obtains a shareholder approval to do so under Rule
4.2.1. Alternatively, BPG will have to wait until 12 October 2025 or 23 October 2025 when its placement
capacity will automatically replenish through 12 months having passed since the Placement Shares
were issued.

This could detrimentally hinder and/or delay BPG’s growth. BPG may not be in a position to quickly take
advantage of an opportunity or will need to convince a counterparty to enter an agreement conditional
on BPG shareholder approval.

The Board unanimously recommends that shareholders vote in favour of Resolution 4.

Failure to pass Resolution 4 will not affect the validity of the Placement Shares already issued.

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General Enquiries
+64 9 375 5998 | enquiries.nz@cm.mpms.mufg.com


PROXY FORM FOR BLACK PEARL GROUP LIMITED’S 2025 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 Pension & Market Services at www.virtualmeeting.co.nz/bpg25 on Thursday 10 July 2025,
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 Pension & Market Services, by no later than 10am, Tuesday, 8 July 2025.

Appointment of proxy
All shareholders are entitled to attend online and vote at the meeting or to appoint a proxy to attend 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 NZX Listing Rule 6.3.1 a 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 11 October 2024 and 22 October 2024 are prohibited from voting any
shares that they hold on Resolution 4.
The Company will disregard any votes cast on Resolution 4 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/bpg25. 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 Pension & Market Services, 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://nz.investorcentre.mpms.mufg.com/voting/BPG to appoint your proxy

LODGE YOUR PROXY
Online:
https://nz.investorcentre.mpms.mufg.com/voting/BPG
Scan & email:
meetings.nz@cm.mpms.mufg.com
Mail:
Deliver: Use the reply paid
MUFG Pension & Market Services envelope or address to:
Level 30, PwC Tower, MUFG Pension & Market Services
15 Customs Street West, PO Box 91976
Auckland 1010 Auckland 1142

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 (the Company) 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 10 July 2025 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. Election of Mark Osborne: that Mark Osborne, 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.
Election of Jyllene Miller: that Jyllene Miller, 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 8,420,418 fully paid ordinary shares of BPG
issued under the placement on 11 October 2024 and 22 October 2024.

   
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ Meeting online at www.virtualmeeting.co.nz/bpg25, 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://nz.investorcentre.mpms.mufg.com/voting/BPG and completing the online validation process or complete the question section below and return it
to MUFG Pension & Market Services. Questions will need to be submitted by 10am on Tuesday, 8 July 2025. 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:
CSN/Holder Number: «Holding_No»

*«Barcode»*