Notice of Meeting 2025

On behalf of the Board of Directors, I am pleased to invite
you to the 2025 Annual Meeting of Shareholders of
Accordant Group Limited (AGL) which will be held both in
person, at MUFG Pension and Market Services (formerly
Link Market Services) in Auckland, and online via live
webcast, on Thursday 28 August 2025 at 10:00am (NZT).
Attendance in person:
MUFG Pension and Market Services (formerly Link
Market Services), Level 30, PwC Tower, 15 Customs
Street, Auckland, New Zealand

Attendance online:
www.virtualmeeting.co.nz/agl25

When: Thursday 28 August at 10:00am (NZT)
Shareholders attending the meeting – both in person and
online – will be able to vote and ask questions at the meeting.
Shareholders can also pre-submit questions either online at
https://nz.investorcentre.mpms.mufg.com/voting/AGL or using
the enclosed proxy form. Questions will need to be submitted
by 10:00am (New Zealand time) on Tuesday, 26 August
2025.
If you cannot attend the Annual Meeting, I encourage you to
complete and lodge the proxy form in accordance with the
instructions on the back of that form so that it reaches MUFG
Pension and Market Services by 10:00am (New Zealand time)
on Tuesday, 26 August 2025.
ITEMS OF BUSINESS:
1. Chairman’s Introduction.
2. To note the consolidated financial statements for the
year ended 31 March 2025.
3. CEO Report and Update.
4. Resolutions (see Explanatory Notes below):
• Director Elections (Ordinary Resolutions)
In compliance with the rotation requirements of
Listing Rule 2.7.1; two directors are due for re-
election in 2025:
4.1 Nick Simcock retires as a Director by
rotation and being eligible offers himself for
re-election. Accordingly, the meeting is
asked to consider, and if thought fit, to:
o That Nick Simcock is re-elected
as a Director of the Company.
4.2 Richard Stone retires as a Director by
rotation and being eligible offers himself for
re-election. Accordingly, the meeting is
asked to consider, and if thought fit, to:
o That Richard Stone is re-elected
as a Director of the Company.
• Auditors’ Fees (Ordinary Resolution)
4.3 To authorise the Directors to fix the fees
and expenses of the auditors for the year.

Notice of Annual
Meeting of
Shareholders

5. To note that the Directors anticipate issuing Restricted
Shares to key staff pursuant to a Staff Share Incentive
Scheme; and may redeem and cancel existing shares
issued under the 2021 and 2022 Schemes, if staff
holding shares resign from the Group during the year.
6. General Business.
The Board recommends you vote in favour of all resolutions.
You will also find enclosed a disclosure document in respect
of the provision of financial assistance and the acquisition of
restricted shares issued by the Company in connection with
the Company's restricted share schemes. This disclosure
document is required under the Companies Act 1993 and is
provided to you for your information. You are not required to
take any action in relation to it.

VOTING BY PROXY
A shareholder entitled to attend and vote at the meeting may
appoint a proxy to attend 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 included with the notice of meeting, return it to
the office of the Company's Share Registrar.
Alternatively, proxy votes can be lodged online by viewing the
MUFG Pension & Market Services (formerly Link Market
Services) website:
https://nz.investorcentre.mpms.mufg.com/voting/AGL. You will
be required to enter your CSN/Holder number and
Authorisation Code (FIN) to securely access the website, and
then follow the prompts to appoint your proxy and exercise
your vote.
For a proxy form to be valid, it must be received (either by
post or online, as outlined above) no later than 10:00am (NZ
time) on Tuesday, 26 August 2025. If the form is sent by post,
it must be received by that time at the offices of the
Company’s Share Registrar, MUFG Pension and Market
Services, PO Box 91976, Victoria Street West, Auckland 1142
or Level 30, PwC Tower, 15 Customs Street, Auckland, New
Zealand.
We hope that you are able to attend the meeting.

For the Board,


Simon Bennett
Chairman
31 July 2025



EXPLANATORY NOTES
Election of Directors

Nick Simcock biography:
Nick joined the Board as an independent Director in January
2018 after 15 years in Managing Director roles in New
Zealand, Australia, and Asia/Pacific with Korn Ferry. Nick
brings deep industry expertise in recruiting, outsourcing,
consulting and talent management. Nick was the CEO and
Director of a start-up SaaS payments business Wrap It Up,
which was sold in 2017. He is a Trustee on the Wellington
Creative Capital Arts Trust and was formerly on the Otago
University Business School Board of Advisors. Nick is a
Chartered Member of the Institute of Directors.

Richard Stone biography:
Richard joined the human resources consulting industry in
1987, and went on to co-found three successful firms, the
most recent of which was JacksonStone & Partners where he
was Executive Chair. Richard has held a number of
governance roles. He has been Chair of UNICEF NZ,
President of the Wellington Chamber of Commerce, a Council
member of Business NZ and a Director of Wellington NZ.
Presently, he is the Chair of LifeFlight and the Chair of
Commerce Building Limited.


Auditors’ Fees
Deloitte Limited are the current auditors to Accordant Group
Limited and will be automatically reappointed under section
207T of the Companies Act 1993. The purpose of the
resolution is to authorise the Board under the Act to fix the
fees and expenses of the auditor.

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LODGE YOUR PROXY FORM
Online: https://nz.investorcentre.mpms.mufg.com/voting/AGL

Scan & Email: meetings.nz@cm.mpms.mufg.com (Please use
“AGL Proxy Form” as the subject for easy identification).
Mail:
Use the enclosed reply-paid
envelope or address to:
MUFG Pension & Market
Services
PO Box 91976, Auckland
1142, New Zealand.
By hand:
MUFG Pension & Market
Services,
Level 30, PwC Tower
15 Customs Street West,
Auckland, 1010
New Zealand.


SCAN THIS QR CODE WITH YOUR SMARTPHONE AND
VOTE ONLINE


General Enquiries
+64 9 375 5998 or
email: enquiries.nz@cm.mpms.mufg.com




PROXY FORM FOR THE 2025 ANNUAL MEETING

The Annual Meeting of Accordant Group Limited will be held both in person, at MUFG Pension & Market Services in Auckland, and online
via live webcast on Thursday, 28 August 2025 at 10:00am (NZ time). For your proxy to be effective it must be received by 10:00am (New
Zealand time), Tuesday, 26 August 2025.

To facilitate wide attendance, Accordant Group Limited (“AGL”) invites Shareholders to join the Annual Meeting in person at MUFG Pension
& Market Services, Level 30, PwC Tower, 15 Customs Street, Auckland, New Zealand and online at www.virtualmeeting.co.nz/agl25.

APPOINTMENT OF PROXY

If you DO NOT plan to attend the meeting, you may appoint
a proxy. The proxy need not be a shareholder or Director
but the Chairman of the meeting or any other Director is
willing to act as proxy for any shareholder who appoints him
or her for that purpose. If, in appointing your proxy, you do
not name a person as your proxy, or your named proxy does
not attend the meeting, the Chairman of the meeting will be
your proxy and may vote only in accordance with your
express direction.

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
item of business (resolutions 1 to 3). If you do not make an
election in respect of a resolution your proxy may vote as they
choose.
If you make more than one election in respect of a resolution
your vote will be invalid on that resolution.

PROXY DISCRETION

If you expressly appoint the Chairman of the meeting or any
other Director as your proxy and elect to give them
discretion on how to vote on a resolution, you acknowledge
that they may exercise your vote even if they have an
interest in the outcome of that resolution.
The Chairman of the meeting and the Directors intend to
vote all discretionary proxies in favour of all resolutions.



ATTENDING THE MEETING
If you wish to vote in person you should attend the meeting. If
you will attend the Meeting online, you will require your
CSN/Holder Number for verification purposes.

SIGNING INSTRUCTIONS FOR PROXY FORMS

Individual

Where the holding is in one name, the security holder must sign.

Joint holding

Where the holding is in more than one name, either of the joint
shareholders (or their duly authorised attorney) may sign.

Company

This Proxy Form must be signed by a duly authorised officer or
attorney. Persons who sign on behalf of a company must be
acting with the company’s express or implied authority.

Power of Attorney

If this Proxy Form has been signed by an attorney, a copy of
the power of attorney under which it was signed (if not previously
provided to the Registrar), and a signed certificate of non-
revocation of the power of attorney must accompany this Proxy
Form.

PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

I / WE being a shareholder(s) of Accordant Group Limited

hereby appoint e-mail

or failing him/her e-mail

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have
been given, the proxy will vote as he/she sees fit, subject to any applicable restrictions in the NZX Main Board Listing Rules, at the Annual Meeting
of Accordant Group Limited to be held on 28 August 2025 at 10:00am (NZ time) and at any adjournment of that meeting.



STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
To consider and, if thought fit, pass the following ordinary resolutions:

Tick (✓) in box to vote

For Against Abstain Discretion
1.
That Nick Simcock is re-elected as a Director of the Company.
   
2.
That Richard Stone is re-elected as a Director of the Company.
   
3.
To authorise the Directors to fix the fees and expenses of the auditors for the
year.
   



STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend the Annual Meeting
but would like to ask a question you can submit a question online by going to https://nz.investorcentre.mpms.mufg.com/voting/AGL and
completing the online validation process OR complete the question section below and return to MUFG Pension & Market Services in the reply paid
envelope enclosed. Questions will need to be submitted by 10:00am on Tuesday, 26 August 2025. The Board will address and answer questions
at the Annual Meeting.





SIGN: 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 & Proxy by mail and wish to receive your future investor communications by email please provide your
email address below.










Accordant Group Limited

Question:

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Restricted Share Scheme
ACCORDANT GROUP LIMITED
("Company")

DISCLOSURE DOCUMENT RELATING TO THE GIVING OF FINANCIAL ASSISTANCE AND THE
ACQUISITION OF SHARES IN CONNECTION WITH THE COMPANY'S RESTRICTED SHARE SCHEMES
(Section 61(5) and 78(5) of the Companies Act 1993)


TO: ALL SHAREHOLDERS


INTRODUCTION
This document is provided to all shareholders in accordance with the requirements of section 61(5) and
78(5) of the Companies Act 1993. It sets out details of the intention of the Company to give financial
assistance in connection with the AWF Madison Group and Accordant Group Restricted Share Schemes
(being the 2021 and 2022 Schemes), “the Schemes" respectively and the intention of the Company to
acquire shares issued under the:
(a) Accordant Group 2022 Restricted Share Scheme (“2022 Scheme”); and/or
(b) Accordant Group 2021 Restricted Share Scheme (“2021 Scheme”);
(together, the "Schemes").
This document is provided to you for your information. You are not required to take any action in
relation to it.

THE SCHEMES
The Schemes were established with the intention of incentivising and encouraging senior management
to commit, to excel and to remain with the Accordant Group.
Under the Schemes, participants are entitled to receive restricted shares in the Company ("Restricted
Shares"). The Company provides participants in the Schemes with an interest free loan to fund the
subscription price for their Restricted Shares. Such loans are considered financial assistance for the
purposes of the Companies Act 1993.
Such loans are to be secured by a mortgage in favour of the Company over the Restricted Shares issued
to the relevant participant. The loan must be repaid in full before the participant's Restricted Shares are
reclassified as ordinary shares in the Company.
A participant in the Schemes cannot sell or otherwise dispose of his or her Restricted Shares unless such
shares are reclassified as ordinary shares in the Company and all amounts outstanding under the
participant's loan are repaid in full.
It is a condition of each of the Schemes that, in order for a holder's Restricted Shares to be reclassified
as ordinary shares, the holder has to remain in continuous employment with the Company until a
specified date (the "Qualification Date"). If this condition is not satisfied the Company has an option to
redeem the Restricted Shares issued to the relevant participant for a redemption price equal to the
issue price of those shares. The Company also has an option to redeem a participant's Restricted Shares
for the same redemption price where this condition is satisfied but the relevant participant has not
repaid his or her loan within a prescribed time period. The proceeds from any redemption must be
applied in repayment in full of the relevant participant's loan.

2

Restricted Share Scheme
FINANCIAL ASSISTANCE
Restricted Shares may be issued under the Scheme in the next 12 months.
Accordingly, the Company is likely to provide financial assistance within the next 12 months to
participants in the Schemes in the form of interest free loans equal to the aggregate subscription price
of the Restricted Shares to be issued to the relevant participant.
At this time, the Company is unable to determine the precise amount of any additional loans to be
made within the next 12 months as it is dependent upon, among other things, the level of participation
by eligible employees, the number of Restricted Shares to be issued, and the price at which the
Restricted Shares are issued. However, the total amount of the loans will not exceed $1,400,000.

ACQUISITION OF RESTRICTED SHARES
Inevitably, over the next 12 months some participants of the Schemes will cease to be employees within
the Group before the Qualification Date for Restricted Shares held by them and in such circumstances
the Company may wish to exercise its option to acquire Restricted Shares held by such participants.
The Company may elect to acquire such Restricted Shares by redeeming them or by buying them back.
Each method of acquiring shares has the same effect.
The consideration for the Restricted Shares subject to any acquisition will be equal to the issue price of
the Restricted Shares in question. The proceeds from the acquisition of any Restricted Shares will be
applied by the Company in repayment in full of the loans made to the relevant participants of the
Schemes in respect of the Restricted Shares acquired.
Any Restricted Shares acquired will be cancelled immediately upon acquisition.
At this time, the Company is unable to determine the precise number of Restricted Shares that may be
acquired within the next 12 months as it is dependent on which (if any) participants of the Schemes
cease to be employees within the Group before the Qualification Date for Restricted Shares held by
them and the number of Restricted Shares held by any such participants. However, the maximum
number of Restricted Shares that could be acquired is the number of Restricted Shares on issue at the
date of this disclosure document together with the number of Restricted Shares that may be issued
over the next 12 months. For information purposes, the number of Restricted Shares on Issue as at the
date of this disclosure document and the price that would be paid by the Company for such Restricted
Shares if they were acquired is set out in the table below. If any new Restricted Shares are issued by the
Company, a notice of their issue would be made available from NZX Limited’s website www.agl.com
under stock code AGL. It is highly unlikely that the maximum number of Restricted Shares that could be
acquired by the Company would be acquired by the Company in the next 12 months.


Class of Restricted
Shares
Current Number on
Issue Acquisition Price per Share
J shares 2021 Grant 250,000 $ 1.50
L shares 2022 Grant 381,000 $ 1.90

3

Restricted Share Scheme
SHAREHOLDER RIGHTS
Section 78(7) of the Companies Act 1993 confers on shareholders and the Company certain rights to
apply to the court to restrain the proposed financial assistance being given.
Section 61(8) of the Companies Act 1993 confers on shareholders and the Company certain rights to
apply to the court to restrain the acquisition of the Restricted Shares.
OTHER INFORMATION
The Board will suspend the giving of any financial assistance in connection with the issue of Restricted
Shares and/or the acquisition of any Restricted Shares if:
(a) it is no longer satisfied that the Company will satisfy the solvency test set out in the
Companies Act after the giving of any financial assistance or the acquisition of any Restricted
Shares; or
(b) the Board ceases to be satisfied that:
(i) the giving of the financial assistance is of benefit to the shareholders not receiving
the assistance;
(ii) the terms and conditions under which the assistance is given are fair and
reasonable to those shareholders not receiving the assistance;
(iii) the acquisition is of benefit to the remaining shareholders; or
(iv) the terms of the acquisition and the consideration offered for the Restricted Shares
are fair and reasonable to the remaining shareholders.
The text of the board resolutions authorising the Company to provide the financial assistance and the
reasons for the directors' conclusions as required by section 79 of the Companies Act 1993 is set out in
Schedule 1 to this disclosure document. The financial assistance may be given by the Company not less
than 10 working days and not more than 12 months after this disclosure document has been sent to all
shareholders.
The text of the board resolutions authorising the Company to acquire Restricted Shares, the reasons for
the directors' conclusions in relation to these resolutions and the nature and the extent of any relevant
interest the directors of the Company have in the Restricted Shares subject to the acquisition as
required by section 62 of the Companies Act 1993 are set out in Schedule 2 to this disclosure document.
The acquisition of any Restricted Shares may take place not less than 10 working days and not more
than 12 months after this disclosure document has been sent to all shareholders. If you have any
questions regarding this disclosure document, please contact the Company's Chief Financial Officer on
(09) 526 8797 or email rod.hyde@accordant.nz
SIGNED:
__________________________________________
For and on behalf of the Board of Directors

DATED: 31 July 2025

4

Restricted Share Scheme

SCHEDULE 1
TEXT OF BOARD RESOLUTIONS PASSED ON 29 SEPTEMBER 2022
The text of the board resolution authorising the Company to provide the financial assistance
pursuant to section 78(1) of the Companies Act 1993 is as follows:
That the giving of the financial assistance is of benefit to those shareholders not
receiving the assistance.
That the terms and conditions under which the financial assistance is given are fair
and reasonable to those shareholders not receiving the assistance.
The reasons for the directors' conclusions in relation to the above resolutions were as follows:
(a) the issue of the Restricted Shares will align management incentives to the
benefit of all shareholders;
(b) the Restricted Shares will be issued for a fair market value;
(c) the financial assistance to be given is temporary and the amounts loaned are
secured and are required to be repaid.

5

Restricted Share Scheme
SCHEDULE 2
TEXT OF BOARD RESOLUTIONS PASSED ON 29 SEPTEMBER 2022
The text of the board resolution authorising the Company to acquire the Restricted Shares
pursuant to section 61 of the Companies Act 1993 is as follows:
That the acquisition of the Restricted Shares is of benefit to the Company's remaining
shareholders.
That the terms of the acquisition and the consideration offered for the Restricted
Shares are fair and reasonable to the Company's remaining shareholders.

The reasons for the directors' conclusions in relation to the above resolutions were as follows:
(a) The acquisition of any Restricted Shares will be undertaken in accordance with
the terms of the relevant scheme.
(b) The ability of the Company to acquire or redeem shares from participants who
have ceased to be employed by the Company on the relevant date is a key
aspect of the Schemes which increases the alignment of interests between
participating senior staff and shareholders.
(c) The consideration for the acquisition of any Restricted Shares is equal to the
issue price of the relevant Restricted Shares as is specified in the terms of issue
of those Restricted Shares and will be used to repay the loans made by the
Company in respect of those Restricted Shares as is provided for in the terms of
the relevant scheme.

6

Restricted Share Scheme
RELEVANT INTEREST OF DIRECTORS IN THE RESTRICTED SHARES

Under the Companies Act 1993, this disclosure document is required to set out the nature and
extent of any relevant interest any director of the Company has in any Restricted Shares
proposed to be acquired. It is not expected that any Restricted Shares will be acquired from
directors over the next 12 months. However, the directors of the Company have the following
relevant interests in the Restricted Shares which could be acquired if the relevant director
ceased to be a director of the Company before the Qualification Date for the relevant Restricted
Shares held by that director:

Director Number of Restricted
Shares
Nature of Relevant Interest
Simon Bennett 500,000 Legal Owner