Capital Change Notice

Capital Change Notice

Updated as at February 2025



Section 1: Issuer information
Name of issuer Black Pearl Group Limited
NZX ticker code BPG
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZBPGE0004S2
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 30,000 Ordinary Shares (Shares)
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $1.00
Nature of the payment (for example, cash or other
consideration)
The Shares have been issued fully paid
upon the conversion of unquoted
restricted shares in BPG (Restricted
Shares) to Jyllene Miller (Director of BPG)
in consideration for her specific period of
service provided in accordance with her
individual director appointment letter.
Amount paid up (if not in full) Fully paid.
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

0.037%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issued upon the conversion of Restricted
Shares in accordance with the terms of
Jyllene Miller’s individual director
appointment letter.
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
81,457,631
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Rule 4.9.1(b) and Resolution of BPG
Board per section 47 of the Companies
Act 1993.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Issued in accordance with Jyllene Miller’s
individual director appointment letter.
Date of issue/acquisition/redemption
2
23/09/2025
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Karen Cargill
Contact person for this announcement Karen Cargill
Contact phone number +64 21 135 5183
Contact email address Karen.cargill@blackpearl.com
Date of release through MAP

24/09/2025




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

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Ongoing Disclosure Notice
Disclosure of Directors and Senior Managers Relevant Interests
Sections 297(2) and 298(2), Financial Markets Conduct Act 2013
To NZX Limited; and
Name of listed issuer:
Black Pearl Group Limited
Date this disclosure made:
Date of last disclosure:
N/A
Director or senior manager giving disclosure
Full name(s):
Jyllene Miller
Name of listed issuer:
Black Pearl Group Limited
Name of related body corporate (if applicable):
N/A
Position held in listed issuer:
Director
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:
Ordinary Shares
Nature of the affected relevant interest(s):
Registered Holder
For that relevant interest-
Number held in class before acquisition or disposal:
0
Number held in class after acquisition or disposal:
30,000
Current registered holder(s):
N/A
Registered holder(s) once transfers are registered:
Jyllene Miller
Details of transactions giving rise to acquisition or disposal
Total number of transactions to which notice relates: 1
Docusign Envelope ID: B6D76E8F-F1CD-42AC-8B31-497941E9E734
24/09/2025

Details of transactions requiring disclosure-
Date of transaction:23/09/2025
Nature of transaction:
Issue of ordinary shares upon
conversion of unquoted restricted
shares allocated to Jyllene Miller
under her director appointment letter.
Name of any other party or parties to the transaction (if known):N/A
The consideration, expressed in New Zealand dollars, paid or received for the
acquisition or disposal. If the consideration was not in cash and cannot be readily by
converted into a cash value, describe the consideration:
Services provided in accordance with
the terms of Jyllene Miller's director
appointment letter.
Number of financial products to which the transaction related: 30,000 ordinary shares
If the issuer has a financial products trading policy that prohibits directors or senior
managers from trading during any period without written clearance (a closed period)
include the following details—
Whether relevant interests were acquired or disposed of during a closed period:No
Whether prior written clearance was provided to allow the acquisition or disposal to
proceed during the closed period:
N/A
Date of the prior written clearance (if any):
N/A
Summary of other relevant interests after acquisition or disposal:
Class of quoted financial products:N/A
Nature of relevant interest:N/A
For that relevant interest,-
Number held in class:N/A
Current registered holder(s):N/A
Certification
I, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all
persons for whom it is made.
Signature of director or officer:
Date of signature:
Docusign Envelope ID: B6D76E8F-F1CD-42AC-8B31-497941E9E734
23/9/2025

Docusign Envelope ID: B6D76E8F-F1CD-42AC-8B31-497941E9E734