BPG Special Shareholders' Meeting

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17 October 2025

Dear Shareholder,

Please find enclosed notice of Black Pearl Group Limited (BPG)’s special meeting of shareholders
which will be held virtually via the MUFG Pension & Market Services Virtual Meeting Platform at
www.virtualmeeting.co.nz/bpgsm25 on Friday, 7 November 2025 starting at 10am (NZT) (the Meeting).
BPG shareholders will be asked to vote on the following ordinary resolution:

that, in accordance with NZX Listing Rule 4.5.1(c), shareholders ratify the issue of 9,267,979
fully paid ordinary shares of BPG on 19 August 2025, 21 August 2025, and 9 October 2025

The resolution is intended to give the Board flexibility to issue further shares under placements without
needing a prior shareholder approval. The Board seeks this flexibility so that BPG can act quickly and
decisively on growth opportunities.

BPG remains on track to complete its ASX foreign exempt listing this year and this is expected to occur
in mid-November. In conjunction with that listing there may be an opportunity to continue expanding
BPG’s Australian investor base and establish further liquidity for that market. We were pleased to
receive strong investor interest in Australia in our most recent capital raising and, should the opportunity
to raise further capital arise at the right price, we seek the ability for BPG to move swiftly and take that
opportunity.

Accordingly, shareholders are asked to support this resolution to give BPG valuable optionality as it
seeks to continue growing value for all shareholders.

Thank you for your support of BPG.



Tim Crown
Chairman

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NOTICE OF SPECIAL MEETING

Notice is given that a special meeting of shareholders (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/bpgsm25 on Friday, 7 November 2025 starting at 10am (NZT).
AGENDA
A. Chair’s introduction
B. Presentation to shareholders
C. Questions
D. Resolutions

RESOLUTION

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

1. Ratification of previous share issue under placement: that, in accordance with NZX Listing
Rule 4.5.1(c), shareholders ratify the issue of 9,267,979 fully paid ordinary shares of BPG on 19
August 2025, 21 August 2025, and 9 October 2025.

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 the resolution. 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:
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.

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The completed proxy form must be received by MUFG Pension & Market Services no later than 48
hours before the Meeting, being 10am NZST on Wednesday, 5 November 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 a special shareholders’ meeting, or any written questions that are not received by 10am
(NZT) on Wednesday, 5 November 2025.
Ordinary Resolution
The resolution is an ordinary resolution. 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 the resolution. Any shareholder, and their respective
Associated Persons (as defined in the Rules), who acquired ordinary shares in BPG in the placements
on 19 August 2025, 21 August 2025, or 9 October 2025 are prohibited from voting any shares that they
hold on the resolution.

The Company will disregard any votes cast on the resolution 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: 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
9,267,979 ordinary shares in BPG issued under placements on 19 August 2025, 21 August 2025, and
9 October 2025 (Placement Shares).

All Placement Shares were issued on the same terms. In particular, the Placement Shares were
issued at $0.95 per share and rank equally with existing fully paid ordinary shares in BPG.
Shareholders can refer to the Offer Document released to the market on 12 August 2025 for further
information.

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.

While BPG has no set plans to issue new shares, any issuance would be aimed at accelerating
growth. This would be through either new capital to invest in resourcing BPG for organic growth or to
use an issue as full or partial consideration for a new acquisition. Refreshed capacity gives BPG the
flexibility to move quickly should an opportunity arise and this ability to be nimble is critical for a
growth company such as BPG.

While the Board would have the ability to issue new shares without prior shareholder approval if the
resolution is passed, the Board would still need to resolve and certify that any issuance is in the best
interests of BPG and fair and reasonable to all existing shareholders before any issuance is made.

NZX Listing Rule Requirements
Shareholder approval for the resolution 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 the resolution not proceeding

Should the resolution not be passed, BPG’s placement capacity under Rule 4.5.1 would only be
2,026,902 shares, until 9 October 2026 when BPG’s capacity would refresh under the Listing Rules.

Should the resolution 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 prior shareholder approval to do so
under Rule 4.2.1. Alternatively, BPG will have to wait until 9 October 2026 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 miss the opportunity to
meaningfully engage with long-term investors and capitalise on market conditions.

The Board unanimously recommends that shareholders vote in favour of the resolution.

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

---

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


PROXY FORM FOR BLACK PEARL GROUP LIMITED’S 2025 SPECIAL MEETING OF SHAREHOLDERS
Notice is hereby given that a Special 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/bpgsm25 on Friday, 7 November
2025, commencing at 10am (NZ time) (Meeting). 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, Wednesday, 5 November
2025.

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 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 of the Directors intends to vote in favour of the Resolution.

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 the resolution. If you return this form
without directing the proxy how to vote on the 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 Chair 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 a voting restriction applies. Any shareholder, and their respective Associated Persons (as defined in the Rules), who acquired ordinary
shares in BPG in the placements on 19 August 2025, 21 August 2025, and 9 October 2025 are prohibited from voting any shares that they hold on the
resolution.
The Company will disregard any votes cast on the resolution 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).

Attending the meeting
The Special Meeting will be held online only and shareholders can attend at www.virtualmeeting.co.nz/bpgsm25. 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 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 Special Meeting of the Company to be held on Friday, 7 November 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 resolution:

Tick (✓) in box to vote
ORDINARY RESOLUTION For Against Abstain Discretion
1.
Ratification of previous share issue under placement: that, in accordance with NZX
Listing Rule 4.5.1(c), shareholders ratify the issue of 9,267,979 fully paid ordinary shares of
BPG on 19 August 2025, 21 August 2025, and 9 October 2025.


   
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Special Meeting of Shareholders (Meeting) online at www.virtualmeeting.co.nz/bpgsm25, will have the opportunity to ask
questions during the Meeting. If you cannot attend the 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 to
MUFG Pension & Market Services. Questions will need to be submitted by 10am on Wednesday, 5 November 2025. The Board will address and answer
questions at 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»

*«Barcode»*