Notice of annual meeting

1

RTO LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of Shareholders of RTO Limited (the "Company”) will
be held at “The Meeting Room at Lawn Cafe”, 12 Viaduct Harbour Avenue, Auckland 1010, on
Thursday, 25 September 2025 commencing at 10.00am.

BUSINESS OF THE MEETING
1. Remuneration of Auditors – Ordinary resolution

To authorise the Board to fix the remuneration of the Company’s auditors for the
forthcoming year.

NOTES

1. PROXIES
All shareholders of the Company entitled to attend and vote at the meeting are entitled to
appoint a proxy to attend and vote for them instead. A proxy need not be a shareholder of the
Company.

A proxy form is enclosed and to be effective must be lodged with the Company’s Share
Registrar, MUFG Pension & Market Services by either mailing to MUFG Pension & Market
Services as per the instructions comprised in the Proxy Form, so as to be received by no later
than 48 hours before the meeting is due to begin (i.e before 10.00am Tuesday, 23 September
2025).

If you wish to appoint a director as your proxy, the Chair of the Board Mr Sean Joyce is willing
to act on your behalf.

If you return this Proxy Form without directing the proxy how to vote on any particular matter,
the proxy will vote as he or she thinks fit.

2. VOTING RESTRICTIONS
There are no voting restrictions.


By Order of the Board of Directors



Sean Joyce
CHAIRMAN

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EXPLANATORY NOTES

NZX Listing Rules (“Listing Rules”) and Companies Act 1993 (“Act”)

The Company is listed on the NZX Main Board and must comply with the Listing Rules and the Act.
In addition, various provisions of the Listing Rules are included in the Constitution. The Act, the
Constitution and the Listing Rules contain specific requirements which are relevant to the
resolutions comprised in this Notice.

The implications of the Listing Rules, the Act and the Constitution, insofar as they relate to the sole
resolution, are addressed in the Explanatory Notes to each resolution.

Nature of Resolutions
The resolution which are to be considered at the Meeting is an ordinary resolution. An ordinary
resolution is a resolution passed by a simple majority of votes of shareholders of the Company,
entitled to vote and voting.

RESOLUTION 1 - REMUNERATION OF AUDITORS – ORDINARY RESOLUTION

William Buck Audit (NZ) Limited is automatically reappointed at the annual meeting as the auditor
of the Company under section 207T of the Companies Act. This resolution authorises the Board to
fix the fees and expenses of the auditor.

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RTO Limited
LODGE YOUR PROXY
Online:
https://nz.investorcentre.mpms.mufg.com/voting/RTO

Scan & email:
meetings.nz@cm.mpms.mufg.com
Deliver: Mail:
MUFG Pension & Market Services Use the enclosed reply
Level 30, PwC Tower envelope or address to:
15 Customs Street West MUFG Pension & Market Services
Auckland 1010 PO Box 91976
Auckland 1142
Scan this QR code with your smartphone and vote online

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


PROXY FORM/ADMISSION CARD FOR RTO LIMITED’S 2025 ANNUAL MEETING
The Annual Meeting of Shareholders of RTO Limited (the “Company”) will be held at “The Meeting Room at Lawn Cafe”, 12 Viaduct Harbour Avenue,
Auckland, on Thursday, 25 September 2025 commencing at 10.00am (New Zealand time).
If you will not attend the Meeting, but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions
above) to RTO Limited’ Share Registry, MUFG Pension & Market Services, by no later than 10.00am on Tuesday, 23 September 2025. You can also
appoint your proxy and vote on the resolution on the reverse of this form online by going to https://nz.investorcentre.mpms.mufg.com/voting/RTO or by
scanning the QR code above with your smartphone.

Appointment of proxy
The Chair of the Meeting is willing to act as proxy for any shareholder who wishes to appoint him for that purpose.

If you wish to appoint a director as your proxy, the Chair of the Board Mr Sean Joyce is willing to act on your behalf. If, in appointing a proxy, you do not
name a person as your proxy but they otherwise complete the proxy form in full, or your named proxy does not attend the meeting, Mr Sean Joyce will act
as your proxy and only vote in accordance with your express directions.

Voting of your holding
If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution OR by
ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in respect of one or more resolutions and give
the proxy holder discretion in respect of other resolutions. If you tick the “Proxy Discretion” box for a particular resolution, your proxy will decide how to
vote that resolution. If a shareholder does not tick any boxes in respect of a resolution then the proxy may vote as he/she thinks fit or abstain from voting,
unless specifically restricted from voting on that resolution.

Voting Restrictions
There are no voting restrictions.

Signing instructions for proxy forms
Individual
Where the holding is in one name, the shareholder must sign the Proxy Form.
Joint Holding
If you are joint holders of shares, either of you may sign this Proxy Form. If the shareholder is a company, this Proxy Form must be signed on behalf of
the company by a person acting under the company’s express or implied authority.
Power of Attorney
If this Proxy Form has been signed under a power of attorney (“POA”), a copy of the POA (unless already noted by the company or its registry) and a
signed certificate of non-revocation of the POA must be produced to the company with this form.
Corporate Shareholder
Any corporation that is a shareholder of the Company may appoint a person as its representative to attend the meeting and vote on its behalf, in the same
manner as that in which it could appoint a proxy.

Go online to https://nz.investorcentre.mpms.mufg.com/voting/RTO to vote or turn over to complete the Proxy Form



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CSN/Holder Number: «Holding_No»

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

_________________________________________________________at ____________________________________________________

(Full Name) (A ddress)

Or ________________________________________________________at _____________________________________________________

(Full Name) (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, 25 September 2025 at
10.00am and at any adjournment of that meeting.
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.
ORDINARYBUSINESS
To consider and, if thought fit, pass the following ordinary resolution:

Tick () in box to vote
Ordinary Business
For Against Abstain
1
Discretion
2

1. To authorise the Board to fix the remuneration of the Company’s auditors for the
forthcoming 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 meeting (or
any adjournment thereof). Unless otherwise instructed as above, the proxy will vote to abstain from voting on each resolution. The proxy is appointed only
in respect of the above meeting or any adjournment thereof.


1
If you mark the ‘Abstain’ box for a particular resolution, you are directing your proxy NOT to vote on that resolution. If a proxy does not vote on your
behalf on a resolution, your votes will not be counted when calculating the majority of that resolution.
2
If you tick the ‘Proxy Discretion’ box for a particular resolution, you are directing your proxy to decide how to vote on that resolution on your behalf.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Shareholders’ 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://nz.investorcentre.mpms.mufg.com/voting/RTO and
completing the online validation process or complete the question section below and return to MUFG Pension & Market Services. Questions will
need to be submitted by 10.00am on Tuesday, 23 September 2025. The Board will address and answer questions during the 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»

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