Accordant Group Renounceable Rights Offer

RENOUNCEABLE
RIGHTS OFFER
30 March 2026
Accordant Group Limited (AGL)
Go to https://accordant.rightsoffer.co.nz for more
information and to apply.
This is an important document. You should read the
whole document before deciding what action to take
with your Rights. If you have any doubts as to what
you should do, please consult your broker, financial,
investment or other professional adviser.
This Offer Document may not be distributed outside
New Zealand except to the extent contemplated in this
Offer Document.
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE
IN THE UNITED STATES
in relation to a 1.269 for 1 pro-rata renounceable
rights offer of New Shares

RENOUNCEABLE RIGHTS OFFER2
CONTENTS
Important Information
Part 1 – Key details
Part 2 – Key dates
Part 3 – Actions to be taken by Eligible Shareholders
Part 4 – Terms of the Rights Offer
Part 5 – Glossary
Part 6 – Directory
3
7
10
11
13
22
24

RENOUNCEABLE RIGHTS OFFER3
IMPORTANT
INFORMATION
1. General information
1.1 This Offer Document has been prepared by Accordant
Group Limited (AGL) in connection with a 1.269 for 1
pro rata renounceable rights offer of New Shares and a
related Shortfall Facility (the Rights Offer).
1.2 The Rights Offer is made to Eligible Shareholders and
other eligible investors in New Zealand only pursuant
to the exclusion in clause 19 of schedule 1 of the New
Zealand Financial Markets Conduct Act 2013 (the FMCA).
1.3 This Offer Document is not a product disclosure
statement or prospectus for the purposes of the FMCA
or any other law, has not been lodged with the FMA,
and does not contain all of the information that an
investor would find in a product disclosure statement
or prospectus or which may be required to make an
informed decision about the Rights Offer or AGL.
2. Further important information
2.1 The Rights Offer is conditional on Shareholder approval
and the Minimum Amount being raised. The Shareholder
approval is being sought at a Special Shareholders’
Meeting to be held online at 3.30 pm NZT on 16 April
2026 (the Special Shareholders’ Meeting).
2.2 The Notice of Special Shareholders’ Meeting (Notice
of Meeting), which was released on 30 March 2026,
contains important information about the Rights Offer
required for its approval by Shareholders, but also
important information about AGL and its business.
2.3 A copy of the Notice of Meeting and other important
information released on 30 March 2026 (including the
Investor Presentation), as well as other publicly available
information referred to in this Offer Document, are
available at www.nzx.com under the ticker code “AGL”.
2.4 The Notice of Meeting and Investor Presentation include
details of the rationale for the Rights Offer. They also
provide a trading update and explain in more detail the
expected impact of the Rights Offer, including a non-
exhaustive summary of certain key risks associated with
AGL and the Rights Offer.
2.5 You should read the Notice of Meeting and Investor
Presentation in full, as they contain important information
to assist you in making an investment decision in respect
of the Rights Offer. In particular, you should read and
consider paragraph 9 in Section 4 of the Notice of
Meeting (“Key Risks”) before making an investment
decision.
3. Additional information available under AGL’s
continuous disclosure obligations
3.1 AGL is subject to continuous disclosure obligations under
the NZX Listing Rules which require it to notify certain
material information to NZX. Market releases by AGL are
available at www.nzx.com under the ticker code “AGL”.
3.2 AGL recommends that you read its market releases
lodged with NZX, including its market announcements
(together with the materials attached to those
announcements) regarding:
a the Rights Offer released on 30 March 2026
(including the Investor Presentation accompanying the
announcement);
b the Notice of Meeting released on 30 March 2026;
and
c AGL’s most recent annual report for the financial year
ended 31 March 2025 released on 30 May 2025,
together with its half year results for the financial year
ending 31 March 2026 announcement released on 10
November 2025.
3.3 AGL may, during the period of the Rights Offer, make
additional releases to NZX. Shareholders should monitor
AGL’s market announcements during the period of the
Rights Offer. To the maximum extent permitted by law,
no release by AGL to NZX will permit an applicant to
withdraw any previously submitted Application without
AGL’s prior written consent.
4. Market risk
4.1 The market price for the shares in AGL may change
materially between the date the Rights Offer opens, the
date you apply for New Shares under the Rights Offer,
and the date on which the New Shares are allotted to you.
Accordingly:
a the price paid for New Shares under the Rights Offer
may be higher or lower than the price at which shares
in AGL are trading on the NZX Main Board at the time
New Shares are issued under the Rights Offer;
b the market price of shares in AGL following allotment
may be higher or lower than the Offer Price; and
c it is possible that up to or after the Allotment Date, you
may be able to buy shares in AGL at a lower price than
the Offer Price.

RENOUNCEABLE RIGHTS OFFER4
4.2 Any changes in the market price of shares in AGL will not
affect the Offer Price.
If you have any doubts as to what you should do, please
consult your broker, financial, investment or other
professional adviser.
5. Withdrawal and date changes
5.1 Subject to compliance with all applicable laws, AGL
reserves the right at its absolute discretion to:
a withdraw all or any part of the Rights Offer and the
issue of New Shares under the Rights Offer; and/or
b alter any dates set out in this Offer Document.
5.2 AGL will withdraw the Rights Offer if Shareholder
approval for Resolution 1 is not obtained or the Minimum
Amount is not raised under the Rights Offer.
6. Forward looking statements
6.1 This Offer Document, the Notice of Meeting and the
Investor Presentation contain certain forward-looking
statements such as indications of, and guidance on,
future earnings and financial position and performance.
6.2 Forward-looking statements can generally be identified
by use of words such as ‘approximate’, ‘project’, ‘foresee’,
‘plan’, ‘target’, ‘seek’, ‘expect’, ‘aim’, ‘intend’, ‘anticipate’,
‘believe’, ‘estimate’, ‘may’, ‘should’, ‘will’, ‘objective’,
‘assume’, ‘guidance’, ‘outlook’ or similar expressions.
6.3 Forward-looking statements include statements
regarding the timetable, conduct and outcome of the
Rights Offer and the use of proceeds thereof, statements
about the plans, targets, objectives and strategies of AGL,
statements about the future performance of, and outlook
for, AGL’s business and statements regarding growth or
strategy. Any indications of, or guidance or outlook on,
future earnings or financial position or performance and
future distributions are also forward-looking statements.
6.4 All such forward-looking statements involve known and
unknown risks, significant uncertainties, judgements,
assumptions, contingencies, and other factors, many
of which are outside the control of AGL, which may
cause the actual results or performance of AGL to
be materially different from any future results or
performance expressed or implied by such forward-
looking statements. Deviations as to future results or
performance are both normal and to be expected.
Past performance is not a reliable indicator of future
performance.
6.5 Such forward-looking statements speak only as of
the date of this Offer Document. Except as required
by law or regulation (including the NZX Listing Rules),
AGL undertakes no obligation to provide any additional
information or update these forward-looking statements
for events or circumstances that occur subsequent to the
date of this Offer Document or to update or keep current
any of the information contained herein.
6.6 Any estimates, projections or outlook statements as to
events that may occur in the future (including projections
of revenue, expense, debt, net debt, cash, interest cover
and leverage ratios, net income and performance)
are based upon the best judgement of AGL from
the information available as of the date of this Offer
Document.
6.7 A number of factors could cause actual results or
performance to vary materially from the estimates,
projections or outlook statements, including the
performance of the New Zealand economy and the New
Zealand labour market which themselves are subject
to numerous factors and influences. Investors should
consider the forward-looking statements in this Offer
Document in light of those risks and disclosures (see
paragraph 9 of Section 4 of the Notice of Meeting).
6.8 Neither AGL nor any other person gives any
representation, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this Offer Document,
the Notice of Meeting or the Investor Presentation will
actually occur. You are cautioned against relying on any
such forward looking statements.
Investors are strongly cautioned not to place undue reliance
on any forward-looking statements.

RENOUNCEABLE RIGHTS OFFER5
7. Offering restrictions
7.1 This Offer Document is intended for use only in
connection with the Rights Offer to Eligible Shareholders
and other eligible investors.
7.2 This Offer Document does not constitute an offer,
advertisement or invitation in any place in which, or to any
person to whom, it would not be lawful to make such an
offer, advertisement or invitation.
7.3 This Offer Document may not be sent or given to any
person outside New Zealand in circumstances in which
the Rights Offer or distribution of this Offer Document
would be unlawful. The distribution of this Offer
Document (including an electronic copy) outside New
Zealand may be restricted by law. In particular, this Offer
Document may not be distributed to any person, and
the Rights and the New Shares may not be offered or
sold, in any country outside New Zealand except to the
extent permitted in this Offer Document or as AGL may
otherwise determine in compliance with applicable laws.
7.4 Neither this Offer Document, access to the Offer
Website, the Acceptance Form nor the Shortfall
Acceptance Form may be released or distributed in the
United States. This Offer Document, the Offer Website,
the Acceptance Form and the Shortfall Acceptance Form
do not constitute an offer to sell, or the solicitation of
an offer to buy, any securities in the United States or in
any jurisdiction in which such an offer would be illegal.
The Rights and the New Shares have not been, and will
not be, registered under the U.S. Securities Act or the
securities laws of any state or other jurisdiction of the
United States, and may not be offered or sold, directly
or indirectly, in the United States or to any person acting
for the account or benefit of any person in the United
States, except in transactions exempt from, or not subject
to, the registration requirements of the U.S. Securities
Act and the applicable securities laws of any state or
other jurisdiction of the United States. New Shares and
Rights may only be offered, sold and resold outside the
United States in “offshore transactions” (as defined in
Rule 902(h) under the U.S. Securities Act) in reliance on
Regulation S.
7.5 Further details on the offering restrictions that apply are
set out in Part 4: Terms of the Rights Offer.
7.6 Investors should note that while Rights will be tradeable,
on the NZX Main Board or otherwise, the assignment,
transfer and exercise of Rights trading on the NZX Main
Board or otherwise will be restricted to persons meeting
certain eligibility criteria, as set out in Part 4: Terms of the
Rights Offer. It is the responsibility of purchasers of Rights
(and any broker, nominee or custodian acting on their
behalf) to inform themselves of the eligibility criteria for
exercise. In particular, persons in the United States and
persons acting for the account or benefit of persons in
the United States (to the extent such persons are acting
for the account or benefit of persons in the United States)
will not be eligible to purchase or trade Rights or to take
up New Shares for the Rights they acquire. If holders of
Rights at the end of the trading period do not meet the
eligibility criteria, they will not be able to exercise the
Rights. In the event that holders are not able to exercise
their Rights, they may receive no value for them.
7.7 If you come into possession of this Offer Document,
you should observe any such restrictions. Any failure to
comply with such restrictions may contravene applicable
securities law. AGL disclaims all liability in respect of any
such contravention by any person.
8. Decision to participate in the Rights Offer
8.1 The information in this Offer Document does not
constitute a recommendation to acquire or invest
in Rights or New Shares and is not financial product
advice to you or any other person. This Offer Document
has been prepared without taking into account your
investment objectives, financial or taxation situation or
particular needs or circumstances.
8.2 Before deciding whether to invest in Rights or New
Shares, you must make your own assessment of the
risks associated with an investment in AGL (including the
summary of key risks in paragraph 9 in Section 4 of the
Notice of Meeting (“Key Risks”)), and consider whether
such an investment is suitable for you having regard to
publicly available information (including the Notice of
Meeting, the Investor Presentation and AGL’s other market
releases lodged with NZX), your personal circumstances
and following consultation with a financial or other
professional adviser. Please read this Offer Document
carefully and in full before making that decision.

RENOUNCEABLE RIGHTS OFFER6
9. No guarantee
9.1 No person named in this Offer Document guarantees the
New Shares to be issued pursuant to the Rights Offer or
warrants the future performance of AGL or any return on
any investment made pursuant to this Offer Document.
10. Privacy
10.1 Any personal information you provide in your Application
will be held by AGL and/or the Registrar at the addresses
set out in Part 6: Directory.
10.2 AGL and/or the Registrar may store your personal
information in electronic format, including in online
storage on a server or servers which may be located in
New Zealand or overseas. The information will be used
for the purposes of administering your investment in AGL.
10.3 This information will only be disclosed to third parties
with your consent or if otherwise required or permitted
by law. Under the New Zealand Privacy Act 2020, you
have the right to access and to request correction of any
personal information held about you.
11. Enquiries
11.1 Any questions about the Rights Offer (including regarding
the matters set out in this Offer Document, the Investor
Presentation or the Notice of Meeting) can be directed
to an NZX Firm, or your financial or other professional
adviser. If you have any questions about the number of
New Shares shown on the Acceptance Form or in the
“Applicant Details” section of the Offer Website, or how
to complete the Acceptance Form, Shortfall Acceptance
Form or the electronic acceptance form on the Offer
Website, please contact the Registrar whose contact
details are set out in Part 6: Directory.
12. Times, currency and laws
Unless otherwise stated, all references in this Offer Document
to times and dates are to times and dates in New Zealand,
all references to currency are to New Zealand dollars, and
all references to applicable statutes and regulations are
references to New Zealand statutes and regulations.
13. Defined terms
Capitalised terms used in this Offer Document have the
meanings given in Part 5: Glossary.

RENOUNCEABLE RIGHTS OFFER7
IssuerAccordant Group Limited
The Rights OfferA pro-rata renounceable rights offer of 1.269 New Shares for every 1 Existing Share held on the
Record Date (the Rights Offer).
Those Rights not validly exercised by 5.00pm (NZT) on the Closing Date, including the Rights
attributable to Ineligible Shareholders which have not been validly exercised by the Closing Date,
will be available for Eligible Shareholders who take up their Rights in full, Approved Shortfall
Investors and, potentially, Related Parties, to apply for under the Shortfall Facility.
See below for further detail on the Shortfall Facility.
Opening Date for the Rights Offer22 April 2026
RightsEligible Shareholders have a right to subscribe for 1.269 New Shares for every 1 Existing Share
held (as at 7.00pm (NZT) on the Record Date at the Offer Price).
The number of Rights to which an Eligible Shareholder is entitled to be issued will, in the case of
fractions, be rounded down to the nearest whole number.
Eligible Shareholders may take up all or some or none of their Rights. Rights will be quoted on
the NZX Main Board so Eligible Shareholders may be able to sell all or some of their Rights on
the NZX Main Board between 17 April 2026 and 30 April 2026, if there is a buyer for those Rights.
You may also sell your Rights privately to a buyer you identify, in which case please contact the
Registrar to request the applicable renunciation form.
There is no guarantee there will be buyers for the Rights on NZX, and Eligible Shareholders
may, accordingly, be unable to sell some or all of their Rights. There is also no guarantee that
the Rights Offer will proceed to settlement as the Minimum Amount may not be raised. If you
purchase Rights, you acknowledge and accept this risk.
In this respect, it is noted that Eligible Shareholders applying for their full entitlement together
with any Approved Shortfall Investors may apply for Shortfall Shares under the Shortfall Facility
(see below under the heading “Shortfall Facility”). This may depress demand for Rights, even
though allocation under the Shortfall Facility is not guaranteed.
Eligible Shareholders do not pay for the Rights themselves. Eligible Shareholders will pay only for
the New Shares issued to them if they choose to take up all or some of their Rights.
The Rights Offer is a pro-rata offer. If you take up all of your Rights, your percentage holding in
AGL will not reduce as a result of the Rights Offer.
If you do not take up any of your Rights, or are an Ineligible Shareholder, your percentage holding
in AGL will reduce following completion of the Rights Offer. If you take up some but not all of
your Rights, your percentage holding in AGL may reduce depending on participation in the Rights
Offer.
Information regarding the dilutionary impact of the Rights Offer, including worked examples, is
set out in paragraphs 3.1 and 3.2 of Section 4 of the Notice of Meeting under the subheading
“Dilutionary Impact”.
Your Rights may have value. If you do nothing, your Rights will lapse and you will not be able to
subscribe for any New Shares and will not realise any value for your Rights.
Exercising Rights purchasedRights purchased on the NZX Main Board or otherwise may only be exercised by purchasers that
meet eligibility requirements. In particular, Rights may not be exercised by purchasers that are in
the United States or who are acting for the account or benefit of persons in the United States (to
the extent such persons are acting for the account or benefit of persons in the United States).
Potential purchasers of Rights should familiarise themselves with the requirements for exercise,
which are set out in this Offer Document.
Offer Price$0.15 per New Share.
PART 1
KEY DETAILS

RENOUNCEABLE RIGHTS OFFER8
Shortfall FacilityShortfall Shares will be available for subscription under the Shortfall Facility, and may be applied
for by:
• Eligible Shareholders who take up their Rights in full;
• Approved Shortfall Investors, being persons approved by AGL and from whom AGL seeks
or approves investment in respect of Shortfall Shares to improve the likelihood that the
full amount and at least the Minimum Amount is raised given that the Rights Offer is not
underwritten; and
• if there are Shortfall Shares remaining after satisfying Applications from the above
persons, Related Parties, but only if needed to reach the Minimum Amount and thereafter
accommodate Committed Related Party Subscription and, if required for their participation,
approval of Shareholders has been obtained as set out in the Notice of Meeting. The Hull
Family Trust is a Related Party and may subscribe for Shortfall Shares, but will only be
allocated such Shortfall Shares if any remain after allocation to other Related Parties and
if needed to reach the Minimum Amount. The theoretical maximum amount that Related
Parties could be allocated is approximately $5.1m worth of New Shares. However, outside
the Hull Family Trust’s commitment, AGL has commitments for approximately $110,000
from Related Parties under the Shortfall Facility, being the Committed Related Party
Subscription from the CEO and CFO.
Any Shortfall Shares applied for and allocated under the Shortfall Facility will be issued at the
Offer Price.
The Board retains discretion on the allocation and scaling of New Shares under the Shortfall
Facility in accordance with the terms of this Offer Document. There is no assurance that any
applicant for Shortfall Shares under the Shortfall Facility will be allocated any Shortfall Shares or
the number of Shortfall Shares for which it has applied.
Interested persons (including those who acquire Rights on the NZX Main Board or otherwise and
those who are not Eligible Shareholders on the Record Date) can enquire about becoming an
Approved Shortfall Investor by contacting the Registrar at +64 9 375 5998 or applications.nz@
cm.mpms.mufg.com.
Participation of Hull Family TrustAGL has received a confirmation from Simon Alexander Hull and David John Graeme Cox as
trustees for the Hull Family Trust, under which the Hull Family Trust has agreed to subscribe for
New Shares under the Rights Offer for a subscription amount of $3,250,000 (which is less than
the Hull Family Trust’s pro rata entitlement), being 21,666,667 New Shares.
The Shareholder approvals being sought enable this subscription where it may otherwise be
restricted by law, but also seek to give AGL flexibility to engage with the Hull Family Trust for
further funds, if needed to reach the Minimum Amount. Such further funds may be obtained by
the Hull Family Trust applying up to its pro-rata entitlement and/or under the Shortfall Facility as
set out above. However, the Hull Family Trust has given no commitment or indication that it will
subscribe for New Shares above its existing $3.25 million commitment.
See the Notice of Meeting for more detail on the Shareholder approval and the potential
shareholding of the Hull Family Trust as a result of the Rights Offer.
Shareholder Approval ConditionThe Rights Offer is conditional on approval by Shareholders by way of ordinary resolution under
Rule 7(d) of the Takeovers Code, as the trustees of the Hull Family Trust hold more than 20%
of the voting rights in AGL and their participation in the Rights Offer may increase their holding
depending on the participation of the Hull Family Trust and other investors (Resolution 1).
Approval of Shareholders is also being sought under NZX Listing Rule 5.2.1, as the Shortfall
Facility may be a “Material Transaction” depending on the value of Shortfall Shares on offer
under it, and Related Parties may potentially participate in the Shortfall Facility if needed to reach
the Minimum Amount and thereafter to accommodate Committed Related Party Subscription.
However, the Rights Offer is not conditional on this resolution passing. If this resolution is not
passed, Related Parties may not be able to participate in the Shortfall Facility if not permitted to
do so under the NZX Listing Rules, which may result in the Minimum Amount not being raised, as
further explained in the Notice of Meeting.
If Shareholder approval is not obtained for Resolution 1:
• AGL will withdraw the Rights Offer, and no New Shares will be issued under it; and
• any application monies received prior to the date of the Special Shareholders’ Meeting
will be refunded (without interest) within five Business Days of the Special Shareholders’
Meeting.
More information on why Shareholder approval is required is set out in the Notice of Meeting
released on 30 March 2026.

RENOUNCEABLE RIGHTS OFFER9
Director ParticipationSimon Bennett and Nick Simcock hold shares in AGL (directly or indirectly) and so will be entitled
to participate in the Rights Offer. They have indicated to AGL that they will subscribe for their
pro-rata entitlement.
See above for participation by the Hull Family Trust (of which Simon Hull is a trustee).
Directors are also Related Parties and may potentially also apply for Shortfall Shares under the
Shortfall Facility if needed to reach the Minimum Amount.
Employee share scheme participantsHolders of restricted shares under AGL’s employee share scheme are entitled to participate in
the Rights Offer in the same manner as other Eligible Shareholders, as if their restricted shares
were ordinary shares in AGL. Accordingly, for the purposes of this Offer Document and NZX
Listing Rule 4.4.1(b), holders of restricted shares will be treated as holding the equivalent number
of ordinary shares on the Record Date with the Offer Document and their entitlement to Rights
applying accordingly.
Existing Shares currently on issue35,125,542 Existing Shares, comprising 33,918,733 ordinary shares, 406,809 ordinary shares
held as treasury stock, and 800,000 restricted shares.
Approximate number of New Shares
being issued
44,574,312 New Shares under the Rights Offer.
Rights Offer sizeThe maximum amount to be raised under the Rights Offer is up to approximately $6.7 million.
Minimum AmountThe minimum amount to be raised under the Rights Offer is $5.0 million. If this amount is not
achieved, the Rights Offer will be withdrawn in full.
New SharesOrdinary shares in AGL ranking equally with existing ordinary shares in AGL.
Eligible ShareholdersA Shareholder who, as at 7.00pm (NZT) on the Record Date:
• is located in/has a registered address in New Zealand;
• for the avoidance of doubt, is not in the United States and is not acting for the account or
benefit of a person in the United States; and
• is not AGL.
When to applyThe Rights Offer opens on 22 April 2026.
Applications may be made from 22 April 2026 and must be received by 5.00pm (NZT) on the
Closing Date (6 May 2026, unless extended).
How to applyIf you are an Eligible Shareholder who has elected to receive communications by electronic
means, you will receive, by email, details of your entitlement and a link to the Offer Website
(https://accordant.rightsoffer.co.nz) through which you can make your Application. You can
also request a hard copy Acceptance Form from the Registrar to make your Application, but AGL
strongly encourages all Eligible Shareholders to make their Application online, so as to ensure
that your Application is received before the Closing Date.
If you are an Eligible Shareholder who has not elected to receive communications by electronic
means, you will receive, by post to your registered address, a letter with details of your
entitlement and a hard copy of this Offer Document and an Acceptance Form. You can make
your Application by returning the hardcopy Acceptance Form or applying online at
https://accordant.rightsoffer.co.nz. AGL strongly encourages all Eligible Shareholders to make
their Application online, so as to ensure that your Application is received before the Closing Date.
If you are a Custodian, please see paragraph 16.1 of Part 4: Terms of the Rights Offer. If you hold
your Existing Shares through a Custodian (and would be an Eligible Shareholder if you held such
shares directly), please provide your Custodian with your instructions so that they may apply on
your behalf in accordance with paragraph 16.1 of Part 4: Terms of the Rights Offer.
If a postal Application is made, please send this in time for it to be received by the Registrar on
behalf of AGL before 5.00pm (NZT) on the Closing Date. AGL strongly encourages all Eligible
Shareholders to make their Application online at https://accordant.rightsoffer.co.nz, so as to
ensure that your Application is received before the Closing Date.
If before the Closing Date AGL receives both an Application and a renunciation in respect of the
same Rights, AGL will give priority to the renunciation and the Application will not be accepted in
respect of those Rights.
Approved Shortfall Investors and Related Parties applying for Shortfall Shares will apply under a
separate Shortfall Acceptance Form as directed by AGL.
UnderwritingThe Rights Offer is not underwritten by a professional underwriter.

RENOUNCEABLE RIGHTS OFFER10
PART 2
KEY DATES
1
DateEventDetail
30 March 2026Announcement of the Rights Offer and the Special
Shareholders’ Meeting
3.30pm (NZT)
14 April 2026
Deadline to return voting/proxy form for Special
Shareholders’ Meeting
3.30pm (NZT)
16 April 2026
Special Shareholders’ Meeting held
If Shareholder approval is obtained for Resolution 1
17 April 2026Rights trading opensRights trading commences on the NZX Main Board.
7.00pm (NZT)
20 April 2026
Record DateThe date for determining entitlements of Eligible
Shareholders.
22 April 2026Opening Date for the Rights OfferRights Offer opens.
30 April 2026Rights trading closesRights trading ceases on the NZX Main Board at the
close of trading.
6 May 2026Closing Date for the Rights OfferRights Offer closes. Applications (with payment) must be
received by 5.00pm (NZT).
11 May 2026Announcement of the results of the Rights OfferAnnouncement of the results of the Rights Offer on NZX.
13 May 2026Settlement on NZXExpected date for allotment of New Shares under the
Rights Offer on NZX.
Allotment and Quotation DateNew Shares issued under the Rights Offer are expected
to commence trading on NZX.
Despatch DateMailing of security transaction statements to
participating Eligible Shareholders.
By 20 May 2026Latest Refund Date (if required)By this date, AGL will process refunds of application
monies from applications for Shortfall Shares that have
not been allocated in full or were scaled (if required) per
the terms of this Offer Document.
1
These dates are subject to change and are indicative only. AGL reserves the right to alter the timetable, subject to applicable laws and the NZX Listing
Rules. AGL reserves the right to withdraw the Rights Offer at any time prior to the issue of the New Shares at its absolute discretion.
Eligible Shareholders are encouraged to apply via the online application process or, where applicable, submit their personalised
Acceptance Forms as soon as possible after the Opening Date. No cooling-off rights apply to applications submitted under the
Rights Offer.

RENOUNCEABLE RIGHTS OFFER11
PART 3
ACTIONS TO BE TAKEN BY
ELIGIBLE SHAREHOLDERS
A. Available actions in respect of your Rights
If you are an Eligible Shareholder, you may take the following
actions:
• take up all or some of your Rights; or
• take up all of your Rights and apply for Shortfall Shares
under the Shortfall Facility and/or by purchasing additional
Rights on the NZX Main Board or otherwise; or
• sell all or some of your Rights on the NZX Main Board or
otherwise, if there is a buyer for those Rights; or
• take up some of your Rights, and sell all or some of the
remaining balance on the NZX Main Board or otherwise, if
there is a buyer for those Rights; or
• do nothing with all or some of your Rights.
The Rights Offer is a pro-rata offer to Eligible Shareholders. If
you take up all of your Rights, your percentage holding in AGL
will not reduce as a result of the Rights Offer. If you take up
some but not all of your Rights, your percentage holding in AGL
may reduce depending on participation in the Rights Offer. If
you are an Eligible Shareholder and you do not take up any of
your Rights or are an Ineligible Shareholder, your shareholding
in AGL will be diluted as a result of the Rights Offer.
AGL will make reasonable arrangements and attempts to sell
the Rights attributable to Ineligible Shareholders prior to the
Closing Date. Any proceeds (less transaction costs) will be paid
to Ineligible Shareholders on a pro rata basis.
Information regarding the dilutionary impact of the Rights Offer
including worked examples, is set out in paragraphs 3.1 and 3.2
of Section 4 of the Notice of Meeting under the subheading
“Dilutionary Impact”.
Take up all or some of your Rights
If you are an Eligible Shareholder and wish to take up all or
some of your Rights, you can:
• apply online in accordance with the instructions for online
applications below and follow the payment instructions
online; or
• apply by returning the Acceptance Form and following the
payment instructions set out on that form.
If you are a Custodian (or you hold your Existing Shares through
a Custodian), please see paragraph 16.1 of Part 4: Terms of the
Rights Offer.
Take up all and apply for more
Eligible Shareholders who take up their Rights in full and wish
to apply for Shortfall Shares may apply for Shortfall Shares
through the Shortfall Facility. Shortfall Shares will be issued at
the Offer Price.
If you are eligible, you can participate in the Shortfall Facility
by applying for the dollar amount of Shortfall Shares you wish
to subscribe for where provided for in the online application
process or on the Acceptance Form.
Shortfall Shares will be allocated in accordance with the
process described in paragraph 15 of Part 4: Terms of the
Rights Offer.
You might not be allocated all or any of the Shortfall Shares you
apply for. You will not be allocated more Shortfall Shares than
the number you applied and paid for.
Purchase additional Rights, or sell your Rights
The Rights are renounceable. This means Eligible Shareholders
who do not wish to take up all or some of their Rights may be
able to sell those Rights they have not taken up, if there is a
buyer for those Rights. However, please read paragraph 13 of
Part 4: Terms of the Rights Offer, for important information on
the sale and purchase of Rights.
If you wish to sell all or some of your Rights, this can be
effected on the NZX Main Board by instructing an NZX Firm
to sell all or some of your Rights. You will need to provide
your Authorisation Code (FIN) and your Common Shareholder
Number (CSN) to the NZX Firm who you are instructing to sell
your Rights. You may be required to pay brokerage in respect of
that sale.
You may purchase additional Rights through an NZX Firm or
any other channel approved by NZX. Trading of Rights will
commence on the NZX Main Board under the code AGLRA on
17 April 2026 and will end at the close of trading on 30 April
2026. You may be able to sell your Rights (if there is a buyer),
or purchase additional Rights, on the NZX Main Board between
these dates. Alternatively, may also sell your Rights privately to a
buyer you identify, in which case please contact the Registrar to
request the applicable renunciation form.
Do nothing
If you do nothing, your Rights will lapse. You will not be able to
subscribe for any New Shares and your holdings will be diluted
by the issue of New Shares under the Rights Offer.

RENOUNCEABLE RIGHTS OFFER12
If you choose not to take up any of your Rights, any New Shares
attributable to your Unexercised Rights will be available for
subscription as part of the Shortfall Facility. You will not receive
value for any Unexercised Rights that result in New Shares
being issued to another person pursuant to the
Shortfall Facility.
B. Applying for New Shares
Applications may be made by Eligible Shareholders online at
https://accordant.rightsoffer.co.nz from 22 April 2026 without
the need to complete a physical Acceptance Form.
To apply online, you will be required to enter your CSN/Holder
number which you hold your Existing Shares under.
Alternatively, Eligible Shareholders may also deliver a
completed Acceptance Form (either by email, mail or delivery)
to the Registrar together with payment. Applications must be
received by 5.00pm (NZT) on the Closing Date (6 May 2026,
unless extended).
If you are a Custodian (or you hold your Existing Shares through
a Custodian), please see paragraph 16.1 of Part 4: Terms of the
Rights Offer.
Payment
You must pay for your New Shares by way of direct debit.
If you are a Custodian (or you hold your Existing Shares through
a Custodian), please see paragraph 16.1 of Part 4: Terms of the
Rights Offer.
Cheques will not be accepted. Payment must be made for the
dollar amount of any New Shares taken up under your Rights
and (if you are taking up your Rights in full) the dollar amount
of Shortfall Shares that you are applying for under the Shortfall
Facility (if any).
If any scaling or allocation decision is applied to the application
for Shortfall Shares in the Shortfall Facility or all or part of
your Application for Shortfall Shares is rejected, a refund of
any extra application monies will be processed within five
Business Days of the Allotment Date. Refunds will not be paid
for any difference arising solely due to rounding or where the
aggregate amount of the refund payable to you is less than
$5.00.
More detail on payment options is included in the Offer
Website and the Acceptance Form.
C. Further information
Enquiries about the Rights Offer can be directed to MUFG
Pension & Market Services on +64 9 375 5998 from 8.30am to
5.00pm (NZT) Monday to Friday (excluding public holidays), or a
broker or financial, investment or other professional adviser.
If you have any questions about the number of New Shares
shown in the “Applicant Details” section of the Offer Website
or on your Acceptance Form, or how to complete an online
application or your Acceptance Form, please contact the
Registrar. Contact details for the Registrar are set out in
Part 6: Directory.

RENOUNCEABLE RIGHTS OFFER13
PART 4
TERMS OF THE
RIGHTS OFFER
1. The Offer
1.1 The Rights Offer is an offer of New Shares to Eligible
Shareholders under a pro rata renounceable rights
offer, including the ability for certain persons to apply
for Shortfall Shares under a Shortfall Facility. Under the
Rights Offer, Eligible Shareholders have a renounceable
right to subscribe for 1.269 New Shares for every 1
Existing Share (held at 7.00pm (NZT) on the Record Date)
at the Offer Price. The number of Rights to which an
Eligible Shareholder is entitled to be issued will, in the
case of fractions, be rounded down to the nearest whole
number.
1.2 The Rights will be quoted on the NZX Main Board. Eligible
Shareholders may take up all or some or none of their
Rights. Eligible Shareholders may also sell all or some
of their Rights on the NZX Main Board between 17 April
2026 and 30 April 2026 or otherwise, if there is a buyer
for those Rights. Further details are set out under “Rights
trading” below.
1.3 Eligible Shareholders who take up their Rights in full may
also apply for Shortfall Shares under the Shortfall Facility.
Further details are set out under “Shortfall Facility” below.
1.4 The percentage shareholding of Eligible Shareholders
who do not exercise, or sell, their Rights, and Ineligible
Shareholders, will be diluted as a result of the
Rights Offer.
1.5 Information regarding the dilutionary impact of the Rights
Offer including worked examples, is set out in paragraphs
3.1 and 3.2 of Section 4 of the Notice of Meeting under
the subheading “Dilutionary Impact”.
2. Shareholder approval
2.1 The Rights Offer is conditional on Shareholder approval
under Resolution 1. More information on why Shareholder
approval is required is set out in the Notice of Meeting.
3. Rights Offer size and Minimum Amount
3.1 The approximate number of New Shares being offered
under the Rights Offer is 44,574,312 New Shares.
3.2 AGL is seeking to raise a total of up to approximately $6.7
million through the Rights Offer.
3.3 The Rights Offer must raise at least $5,000,000
(Minimum Amount). If the Minimum Amount is not raised,
the Rights Offer will be withdrawn.
4. Offer Price
4.1 The Offer Price is $0.15 per New Share and must be paid
in full on Application.
4.2 Payment of the Offer Price must be made in accordance
with the online application process or in accordance
with the instructions set out in the Acceptance Form and,
in respect of Approved Shortfall Investors and Related
Parties, the Shortfall Acceptance Form.
4.3 Application monies received will be held in a trust
account with the Registrar until the corresponding
New Shares are allotted or the application monies are
refunded. Interest earned on the application monies will
be for the benefit, and remain the property, of AGL and
will be retained by AGL whether or not the issue of New
Shares takes place. The banking of application monies
does not constitute confirmation of the allotment of any
New Shares or the acceptance of an Application.
4.4 Any refund of application monies will be made without
interest and within five Business Days following the
Allotment Date or the date that the decision not to
proceed with the Rights Offer is made (as the case may
be). Refunds will not be paid for any difference arising
solely due to rounding or where the aggregate amount of
the refund payable to the relevant applicant is less than
$5.00.
5. Decision to participate
5.1 The information in this Offer Document does not
constitute a recommendation to invest in Rights or New
Shares and is not financial product advice. This Offer
Document has been prepared without taking into account
the investment objectives, financial or taxation situation
or particular needs or circumstances of any applicant.
5.2 Before deciding whether to invest in Rights or New
Shares, you must make your own assessment of the
risks associated with an investment in AGL (including
the summary of key risks in paragraph 9 of Section 4
of the Notice of Meeting (“Key Risks”)), and consider
whether such an investment is suitable for you having
regard to publicly available information (including the
market releases lodged by AGL with NZX, including the
Notice of Meeting, the Investor Presentation and the
publicly available information referred to in the Important
Information section of this Offer Document), your
personal circumstances and following consultation with
a financial or other professional adviser. You can also
access information, including the Notice of Meeting and
announcements regarding the Rights Offer at
www.nzx.com.

RENOUNCEABLE RIGHTS OFFER14
6. Withdrawal and late Applications
6.1 Subject to compliance with all applicable laws, AGL
reserves the right to withdraw the Rights Offer at any time
at its absolute discretion.
6.2 Without limiting paragraph 6.1 above, if:
a Shareholder approval is not obtained under
Resolution 1; or
b the Minimum Amount is not raised,
AGL will withdraw the Rights Offer, no New Shares will
be issued under it and all application monies received
prior to that date will be refunded (without interest) in
accordance with paragraph 6.3 below.
6.3 If the Rights Offer does not proceed, in whole or in part,
for any reason, all application monies received in relation
to the part of the Rights Offer that is withdrawn will be
refunded without interest no later than five Business Days
after announcement of the decision not to proceed with
all or any part of the Rights Offer.
6.4 Refunds will not be paid where the aggregate amount of
the refund payable to the relevant applicant is less than
$5.00.
6.5 AGL may accept late Applications and application
monies, either generally or in particular cases, but has
no obligation to do so. AGL may accept or reject (at its
discretion) any Application which it considers to have
been completed incorrectly or correct any errors or
omissions on any Application.
6.6 If any Application is not accepted, all applicable
application monies will be refunded without interest to
the relevant applicant. Refunds will not be paid where the
aggregate amount of the refund payable to the relevant
applicant is less than $5.00.
6.7 Refunds will be paid in the manner the relevant applicant
elects or has elected any future dividend payments to
be paid.
6.8 Once submitted, and subject to all applicable law, an
Application may not be withdrawn without AGL’s prior
written consent.
6.9 AGL may reject any Application in full or in part in order to
comply with any applicable law, including if the allotment
of New Shares under the Application would breach the
Takeovers Code.
7. Purpose of the Rights Offer
7.1 AGL intends that the proceeds raised from the Rights
Offer will be applied to repay a portion of AGL’s existing
debt, as set out in further detail in the Notice of Meeting
and the Investor Presentation.
8. Director Participation
8.1 Simon Bennett and Nick Simcock hold shares in AGL
(directly or indirectly) and so will be entitled to participate
in the Rights Offer. They have indicated to AGL that they
will subscribe for their pro-rata entitlement.
8.2 Directors are Related Parties and may potentially also
apply for Shortfall Shares under the Shortfall Facility if
needed to reach the Minimum Amount – see below under
“Shortfall Facility”.
8.3 See Part 1: Key Details above for details of participation
by the Hull Family Trust (of which Simon Hull is a trustee).
9. Employee share scheme participants
9.1 Holders of restricted shares under AGL’s employee share
scheme are entitled to participate in the Rights Offer
in the same manner as other Eligible Shareholders, as
if their restricted shares were ordinary shares in AGL.
Accordingly, for the purposes of this Offer Document and
NZX Listing Rule 4.4.1(b), holders of restricted shares will
be treated as holding the equivalent number of ordinary
shares on the Record Date with the Offer Document and
their entitlement to Rights applying accordingly.
9.2 In the event of any ambiguity as to the application of the
terms of the Rights Offer to such persons, AGL’s decision
on the matter shall be final, subject to compliance with all
applicable laws and the NZX Listing Rules.
10. New Shares
10.1 New Shares issued under the Rights Offer will rank
equally with, and have the same voting rights, dividend
rights and other entitlements as, existing ordinary shares
in AGL quoted on NZX Main Board.
10.2 AGL has currently suspended dividends. The payment of
dividends is dependent on AGL’s financial performance
(including medium-term financial outlook for earnings,
gearing targets, and capital expenditure levels) and the
authorisation of the Board, having considered all relevant
factors. AGL will also need to agree with its bank, ASB
Bank Limited, any dividend payment while the EBITDA
to net debt ratio is greater than 2.5x. See the Notice of
Meeting for further details at paragraph 4 of Section 4.

RENOUNCEABLE RIGHTS OFFER15
10.3 Applicants for New Shares will be bound by the terms of
the Rights Offer set out in this Offer Document and AGL’s
constitution on allotment of New Shares.
11. Dividend Policy
11.1 AGL’s current dividend policy, which is subject to all
relevant factors at the time and compliance with the
Companies Act 1993, including working capital and
growth, is that the annual dividend paid to shareholders
will be between 70% and 85% of Underlying Earnings
(Net Profit after Tax plus amortisation of Intangibles).
11.2 AGL’s dividend policy is subject to change, by the Board,
at any time. As noted in paragraph 10.2, dividends are
currently suspended and AGL needs to agree with its
bank, ASB Bank Limited, any dividend payment while the
EBITDA to net debt ratio is greater than 2.5x.
12. Quotation
12.1 It is a term of the Rights Offer that AGL will take any
necessary steps to ensure that the New Shares are,
immediately after issue, quoted on the NZX Main Board.
12.2 The New Shares will be quoted on the NZX Main Board.
The NZX Main Board is a licensed market operated by
NZX (which is a licensed market operator regulated
under the FMCA). However, NZX does not accept any
responsibility for any statement in this Offer Document.
The fact that NZX may approve the New Shares for
quotation is not to be taken in any way as an indication of
the merits of AGL.
12.3 You cannot trade in any New Shares issued to you
pursuant to the Rights Offer, either as principal or agent,
until quotation of the New Shares on the NZX Main Board
in accordance with the NZX Listing Rules. AGL expects
that the New Shares will commence trading on the NZX
Main Board on the Allotment Date.
13. Rights Trading
13.1 An application has been made for permission to
quote the Rights on the NZX Main Board and all NZX
requirements have been duly complied with. However,
NZX accepts no responsibility for any statement in this
Offer Document.
13.2 Eligible Shareholders may be able to sell all or some of
their Rights on the NZX Main Board between 17 April 2026
and 30 April 2026, if there is a buyer for those Rights. You
may also sell your Rights privately to a buyer you identify,
in which case please contact the Registrar to request
the applicable renunciation form. There is no guarantee
there will be buyers for the Rights on NZX, and Eligible
Shareholders may, accordingly, be unable to sell some
or all of their Rights. There is also no guarantee that the
Rights Offer will proceed to settlement as the Minimum
Amount may not be raised. If you purchase Rights, you
acknowledge and accept this risk.
13.3 In this respect, it is noted that Eligible Shareholders
applying for their full entitlement together with any
Approved Shortfall Investors may apply for Shortfall
Shares under the Shortfall Facility (see below under the
heading “Shortfall Facility”). This may depress demand for
Rights, even though allocation under the Shortfall Facility
is not guaranteed.
13.4 Investors who acquire Rights on the NZX Main Board or
otherwise will, by acquiring those Rights, and applying to
take up all or part of those Rights, be deemed to agree to
make and be subject to the representations, declarations,
warranties and agreements in the Acceptance Form or
Offer Website (as applicable) and in paragraph 21 of Part
4 of this Offer Document (“Significance of sending in an
Application / declarations, representations, warranties
and agreements”).
13.5 The right to make an Application for Shortfall Shares
under the Shortfall Facility is available only to Eligible
Shareholders who take up their Rights in full, Approved
Shortfall Investors and, in certain circumstances, Related
Parties. Investors who acquire Rights on the NZX Main
Board or otherwise and are not Eligible Shareholders
on the Record Date will only be entitled to apply for
Shortfall Shares under the Shortfall Facility to the extent
they are an Approved Shortfall Investor. Such persons
may enquire about becoming an Approved Shortfall
Investor by contacting the Registrar at +64 9 375 5998 or
applications.nz@cm.mpms.mufg.com. Merely acquiring
Rights, on the NZX Main Board or otherwise, will not result
in an investor becoming an Approved Shortfall Investor.

RENOUNCEABLE RIGHTS OFFER16
13.6 Investors should note that if they purchase Rights in a
transaction on the NZX Main Board or otherwise, in order
to take up or exercise those Rights and subscribe for New
Shares they:
a must be:
i located in or have a registered address in New
Zealand (including, for the avoidance of doubt,
Eligible Shareholders); or
ii any other person to whom AGL considers an offer
of Rights or New Shares may be made without the
need for a product disclosure statement, lodged
prospectus or other formality (other than a formality
with which AGL is willing to comply); and
b must not be in the United States or acting for the
account or benefit of a person in the United States
(to the extent such persons are acting for the account
or benefit of persons in the United States) in respect
of the purchase or exercise of such Rights and the
subscription for New Shares.
The Rights may not be purchased, traded, taken up or
exercised by any person in the United States or by any
person acting for the account or benefit of a person in
the United States (to the extent such persons are acting
for the account or benefit of persons in the United
States).
13.7 If an investor purchases Rights in a transaction on the
NZX Main Board or otherwise and does not satisfy the
above conditions, they will not be entitled to exercise
their Rights and subscribe for New Shares. It is the
responsibility of such purchasers of Rights to inform
themselves of the eligibility criteria to exercise the Rights.
If such purchasers hold Rights after the end of the Rights
trading period and do not meet the eligibility criteria, they
will not be able to exercise the Rights. In the event that
such holders are not able to exercise their Rights, those
Rights will be sold into the Shortfall Facility and holders
will receive no value for them.
14. Security transaction statements
14.1 Security transaction statements for New Shares allotted
under the Rights Offer will be issued and mailed as
soon as practicable after the Allotment Date. Applicants
under the Rights Offer should ascertain their allocation
before trading in the New Shares. Applicants can do so
by contacting the Registrar, whose contact details are set
out in Part 6: Directory.
14.2 Investors selling New Shares prior to receiving a security
transaction statement do so at their own risk. AGL, its
affiliates and the Registrar, and each of their respective
directors, officers, employees, agents or advisers, do not
accept any liability or responsibility should any person
attempt to sell or otherwise deal with New Shares before
the security transaction statement showing the number
of New Shares allotted to the investor is received by the
investor.
15. Shortfall facility
15.1 The Shortfall Facility is how Shortfall Shares attributable
to Unexercised Rights will be allocated and made
available for subscription.
15.2 There are three groups of persons who are eligible to
subscribe for Shortfall Shares:
a Eligible Shareholders who take up their Rights in full;
b Approved Shortfall Investors, being persons approved
by AGL and from whom AGL has sought or approved
investment in respect of Shortfall Shares to improve
the likelihood that the full amount and at least the
Minimum Amount is raised given that the Rights Offer
is not underwritten; and
c if there are Shortfall Shares remaining after satisfying
Applications from the above persons, Related Parties,
but only if needed to reach the Minimum Amount and
thereafter to accommodate Committed Related Party
Subscription, and, if required for their participation,
approval of Shareholders under NZX Listing Rule
5.2.1 has been obtained as set out in the Notice of
Meeting. The Hull Family Trust is a Related Party and
may subscribe for Shortfall Shares, but will only be
allocated such Shortfall Shares if any remain after
allocation to other Related Parties and if needed to
reach the Minimum Amount. Shortfall Shares will be
used to satisfy Committed Related Party Subscription
if any remain and even if to do so would result in the
Related Parties collectively subscribing for more than
the Minimum Amount. The Committed Related Party
Subscription Amount is approximately $110,000,
being commitments from the CEO and CFO.
15.3 Persons who are not an Eligible Shareholder (including
those who acquire Rights on the NZX Main Board or
otherwise) and wish to enquire about subscribing for
Shortfall Shares as an Approved Shortfall Investor, please
contact the Registrar at +64 9 375 5998 or applications.
nz@cm.mpms.mufg.com.

RENOUNCEABLE RIGHTS OFFER17
15.4 Despite the above eligibility, AGL reserves the right to
determine who may participate in the Shortfall Facility
and may decline, scale or otherwise allocate between
Applications for Shortfall Shares by any person under the
Shortfall Facility.
15.5 For the avoidance of doubt, at the Board’s discretion
Shortfall Shares may be offered to, and subscribed for
by, persons outside New Zealand whom AGL considers
an offer of Rights or New Shares may be made without
the need for a product disclosure statement, lodged
prospectus or other formality (other than a formality with
which AGL is willing to comply).
Shortfall Facility application process for Eligible Shareholders
15.6 Eligible Shareholders who take up their Rights in full may
apply for Shortfall Shares at the Offer Price pursuant to
the Shortfall Facility:
a as directed via the online acceptance at
https://accordant.rightsoffer.co.nz;
b as directed on the Acceptance Form; or
c in the case of Custodians, as set out in paragraph 16 of
this Part 4: Terms of the Rights Offer.
15.7 AGL will disregard applications for Shortfall Shares made
by Ineligible Shareholders (other than Approved Shortfall
Investors) or Eligible Shareholders (other than Related
Parties) who do not exercise their Rights in full.
Shortfall Facility application process for Approved Shortfall
Investors and Related Parties
15.8 Approved Shortfall Investors and Related Parties may
apply for Shortfall Shares at the Offer Price pursuant to
the Shortfall Facility as directed by AGL on a separate
Shortfall Acceptance Form. For the avoidance of doubt,
Shortfall Acceptance Forms may be accepted after the
Closing Date by AGL at its discretion.
15.9 By applying to take up Shortfall Shares, Approved
Shortfall Investors and Related Parties will be deemed
to agree to make and be subject to the representations,
declarations, warranties and agreements in the Shortfall
Acceptance Form and in paragraph 21 of Part 4 of
this Offer Document (“Significance of sending in an
Application / declarations, representations, warranties
and agreements”).
Allocations policy and scaling
15.10 AGL will determine allocations and any necessary scaling
of Applications for Shortfall Shares under the Shortfall
Facility in accordance with the following principles:
a the primary goal is to raise the full amount sought
under the Rights Offer;
b allocations of Shortfall Shares to Eligible Shareholders
and Approved Shortfall Investors will be determined
by AGL in its discretion in a manner which is in the
interests of AGL having regard to a number of factors
including the size of applications received and the
opportunity to introduce new institutional investors
to AGL;
c if applications for Shortfall Shares are to be scaled as
between all or a group of Eligible Shareholders and, if
applicable, Approved Shortfall Investors, it will be on a
pro-rata basis in proportion to their shareholdings on
the Record Date, subject to all applicable laws; and
d as noted above, Related Parties will only be allocated
the Shortfall Shares for which they apply if any
remain after allocation of Shortfall Shares to Eligible
Shareholders and Approved Shortfall Investors and if
needed to reach the Minimum Amount and thereafter
accommodate Committed Related Party Subscription.
To the extent scaling is required in respect of
Related Parties, it will be on a pro-rata basis to their
Applications. The Hull Family Trust is a Related Party
and may subscribe for Shortfall Shares, but will only
be allocated such Shortfall Shares if any remain after
allocation to other Related Parties and if needed to
reach the Minimum Amount. To the extent that Related
Parties are Eligible Shareholders they may also apply
for Shortfall Shares in that capacity if they take up their
Rights in full (per 15.2(a) above), but in being allocated
any Shortfall Shares they will be treated as Related
Parties under 15.2(c).
15.11 AGL’s decision on allocations and scaling will be final.
15.12 There is no assurance that any applicant for Shortfall
Shares under the Shortfall Facility will be allocated
any Shortfall Shares or the number of Shortfall Shares
for which it has applied. Your Application may also be
reduced or declined in accordance with the terms of this
Offer Document.

RENOUNCEABLE RIGHTS OFFER18
15.13 No applicant for Shortfall Shares will be allocated more
Shortfall Shares than the number for which they applied
and paid.
15.14 If Applications are scaled, or the Shortfall Shares
allocated to other persons, persons that apply for
Shortfall Shares under the Shortfall Facility may not
receive Shortfall Shares in respect of any or all of their
application monies.
15.15 Any refunds of application monies due to scaling of
Applications, allocation of Shortall Shares or Applications
not being accepted under the Shortfall Facility will be
made within five Business Days following the Allotment
Date (without interest). Refunds will not be paid for any
difference arising solely due to rounding or where the
aggregate amount of the refund payable to an applicant
is less than $5.00.
16. Custodians
16.1 In order to participate in the Rights Offer on behalf of one
or more beneficial owners, Custodians must provide the
following information by email to the Registrar and make
payment by way of electronic funds transfer:
a the number of Participating Beneficiaries (as defined
below) and their names and addresses;
b in respect of each of the Participating Beneficiaries,
the number of Existing Shares that the Participating
Beneficiary holds and the number and dollar amount
of Rights, as well as the dollar amount of any Shortfall
Shares in the Shortfall Facility, that the Participating
Beneficiary has instructed the Custodian, either
directly or indirectly through a Downstream Custodian
(as defined below), to apply for on behalf of that
Participating Beneficiary;
c where the Custodian holds Existing Shares on behalf
of a Participating Beneficiary indirectly, through one or
more Downstream Custodians, the name and address
of each Downstream Custodian; and
d an acknowledgement that the certifications described
in paragraphs 16.2, 21.1 and 21.2 of this Part 4: Terms of
the Rights Offer are deemed to have been provided
to AGL.
16.2 If a Custodian applies in the manner described above
to purchase New Shares on behalf of one or more
beneficial owners, the Custodian will be deemed to have
certified to AGL that:
a the Custodian holds Existing Shares on behalf of:
i one or more other persons that are not Custodians
(who would be Eligible Shareholders if they held
Existing Shares directly); and/or
ii another Custodian (Downstream Custodian) that
holds beneficial interests in Existing Shares on
behalf of one or more other persons to which those
interests relate (who would be Eligible Shareholders
if they held Existing Shares directly), on the Record
Date,
(each a Participating Beneficiary) who have
subsequently instructed the Custodian, and/or the
Downstream Custodian, to participate in the Rights
Offer on their behalf;
b the information set out in the email required to be
provided to the Registrar under paragraph 16.1 of this
Part 4: Terms of the Rights Offer is true and accurate;
c a copy of this Offer Document was given to each
Participating Beneficiary; and
d the owner on whose behalf the Custodian is
submitting an Application is not making an Application
as an Eligible Shareholder under the Rights Offer, and
no other Custodian is submitting an Application under
the Rights Offer for that beneficial owner.
16.3 Custodians may not distribute any part of this Offer
Document to any person in the United States or any other
country outside New Zealand, and may not participate in
the Rights Offer on behalf of any beneficial owner who is
located in the United States or any other country outside
New Zealand, unless authorised to do so by AGL in its
sole discretion.
16.4 In particular, Custodians who hold Existing Shares on
behalf of persons in the United States, or who are acting
for the account or benefit of persons in the United States
(to the extent such persons are acting for the account or
benefit of persons in the United States), are not eligible to
participate in the Rights Offer on behalf of those persons,
and may not acquire Rights or take up New Shares on
behalf of, or send any documents relating to the Rights
Offer to, any person in the United States.

RENOUNCEABLE RIGHTS OFFER19
16.5 AGL is not required to determine whether or not any
registered holder is acting as a Custodian, or the identity
or residence of any beneficial owners of Existing Shares.
Where any holder is acting as a Custodian for a foreign
person, that holder, in dealing with its beneficiary,
will need to assess whether indirect participation by
the beneficiary in the Rights Offer is compatible with
applicable foreign laws. Eligible Shareholders who are
Custodians are therefore advised to seek independent
advice as to how to proceed. For the avoidance of doubt,
Custodians are responsible for determining whether an
underlying beneficial holder of Existing Shares for whom
you act as Custodian is an Eligible Shareholder (were they
to hold Existing Shares directly).
16.6 If you hold your Existing Shares through a Custodian
(and would be an Eligible Shareholder if you held such
shares directly), please provide your Custodian with your
instructions so that they may apply on your behalf in
accordance with the information above.
17. Overseas Shareholders
17.1 The Rights Offer is open only to Eligible Shareholders
and other eligible investors, as noted in this Offer
Document. The Rights Offer is not open to Shareholders
in jurisdictions other than New Zealand as AGL considers
that it is unduly onerous and unreasonable for AGL to
make the Rights Offer into those jurisdictions having
regard to the number of securities held by Ineligible
Shareholders, the number and value of New Shares
that they would be offered and the costs of complying
with the legal and regulatory requirements which would
apply to an offer of securities to Ineligible Shareholders
in those places. AGL and its affiliates and related
bodies corporate, and each of their directors, partners,
employees, advisers and agents, disclaim any liability
as to eligibility to participate in this Rights Offer, to the
maximum extent permitted by law.
17.2 Shareholders in jurisdictions other than New Zealand
will not be issued Rights. It is the responsibility of each
Shareholder to ensure that any participation complies
with all applicable laws and that each beneficial owner
on whose behalf such Shareholder is submitting the
Application or trading Rights is not in any country other
than New Zealand.
17.3 This Offer Document is intended for use only in
connection with the Rights Offer to Eligible Shareholders,
being Shareholders in New Zealand (as at 7.00pm (NZT)
on the Record Date) other than AGL, and other eligibile
investors as noted in this Offer Document. It does not
constitute an offer or invitation in any place in which, or to
any person to whom, it would not be lawful to make such
an offer or invitation.
17.4 This Offer Document is not to be sent or given to any
person outside New Zealand in circumstances in which
the Rights Offer or distribution of this Offer Document
would be unlawful. In particular, this Offer Document may
not be sent or given to any person in the United States.
The distribution of this Offer Document (including an
electronic copy) outside New Zealand may be restricted
by law. If you come into possession of this Offer
Document, you should observe any such restrictions. Any
failure to comply with such restrictions may contravene
applicable securities law.
17.5 No person may purchase, offer, sell, distribute or
deliver Rights or New Shares, or be in possession of, or
distribute to any other person, any offering material or
any documents in connection with the Rights or New
Shares, in any jurisdiction other than in compliance with
all applicable laws and regulations.
17.6 AGL will make reasonable arrangements and attempts
to sell the Rights attributable to Ineligible Shareholders
prior to the Closing Date. Any proceeds (less transaction
costs) will be paid to Ineligible Shareholders on a pro rata
basis.
18. International Offer Restrictions
18.1 This Offer Document does not constitute an offer of
Rights or New Shares in any jurisdiction in which it would
be unlawful. In particular, this Offer Document may not
be distributed to any person, and the Rights and New
Shares may not be offered or sold, in any country outside
New Zealand except to the extent permitted in this
Offer Document or as AGL may otherwise determine in
compliance with applicable laws.
19. Broker stamping fees
19.1 No investor will pay brokerage on taking up their Rights or
as a subscriber for New Shares under the Rights Offer.
20. Sale of shares
20.1 Ordinary shares in AGL can be traded on the NZX Main
Board by instructing a NZX Firm. The Authorisation Code
(FIN) and Common Shareholder Number (CSN) will be
required to be given to the NZX Firm being instructed to
effect the trade. Brokerage may be payable in respect
of that trade. Financial and tax advice should be sought
before effecting any trade of shares.

RENOUNCEABLE RIGHTS OFFER20
21. Significance of sending in an Application/
declarations, representations, warranties and
agreements
21.1 By completing an Application, you will be deemed to
have made the following declarations, representations,
warranties and agreements to AGL:
a you acknowledge that acceptance of your Application
will give rise to a binding contract;
b you confirm that you have read and understood
the Offer Website, Acceptance Form, or Shortfall
Acceptance Form (as applicable), this Offer Document
(including the “Important Information” section) and the
Notice of Meeting (including paragraph 9 of Section
4 (“Key Risks”)) and the Investor Presentation, in their
entirety;
c you agree to acquire the number of New Shares
specified in your Application and to be bound by the
terms and conditions of the Rights Offer set out in this
Offer Document;
d you agree that your Application, on the terms and
conditions of the Rights Offer set out in this Offer
Document, will be irrevocable and unconditional (i.e., it
cannot be withdrawn);
e you acknowledge the statement of risks in paragraph
9 Section 4 of the Notice of Meeting (“Key Risks”) and
that an investment in AGL is subject to investment risk;
f you acknowledge that no person guarantees the New
Shares offered under this Rights Offer, nor warrants or
guarantees the future performance of AGL, the New
Shares or any return on investment pursuant to this
Rights Offer;
g you represent, warrant and certify (for the benefit of
AGL and its affiliates) that you are eligible to participate
in the Rights Offer including, if you are applying for
New Shares as an Eligible Shareholder, that you were
a registered holder of Existing Shares as at the Record
Date and that you are a resident of New Zealand and
are located in and have a registered address in New
Zealand as at the Record Date;
h you represent and warrant that the law of any other
place does not prohibit you from being given this
Offer Document, access to the Offer Website, and the
Acceptance Form or Shortfall Acceptance Form (as
applicable), nor does it prohibit you from making an
Application and being issued New Shares;
i you represent and warrant that you are not in the
United States and you are not acting for the account or
benefit of a person in the United States in connection
with the acquisition of Rights or New Shares in the
Rights Offer, and you are not otherwise a person to
whom it would be illegal to make an offer of or issue
of Rights or New Shares under the Rights Offer and
under any applicable laws and regulations;
j you understand and acknowledge that the Rights
and the New Shares have not been, and will not
be, registered under the U.S. Securities Act or the
securities laws of any state or other jurisdiction in the
United States, and that the Rights may not be issued
to, taken up and/or exercised by, and the New Shares
may not be offered, sold or otherwise transferred to,
directly or indirectly, any persons in the United States
or any persons who are acting for the account or
benefit of a person in the United States (to the extent
such persons are acting for the account or benefit of
a person in the United States). You further understand
and acknowledge that the New Shares and Rights may
only be offered, sold and resold outside the United
States in “offshore transactions” (as defined in Rule
902(h) under the U.S. Securities Act) in reliance on
Regulation S;
k you confirm that all details and statements in your
Application are complete and accurate;
l you acknowledge that AGL has discretion to
accept, reject or scale back any Application (even
if the application is incomplete, contains errors or
is otherwise defective), and without limiting this
discretion you authorise AGL (and its officers or
agents) to correct any error in, or omission from, your
Application and to complete the Application by the
insertion of any missing details;
m you agree to be bound by AGL’s constitution;

RENOUNCEABLE RIGHTS OFFER21
n you acknowledge and agree that AGL has the right to
reduce the number of New Shares allocated to you if
your Rights claim proves to be overstated, if you fail to
provide information requested by AGL to substantiate
your claims, if the amount of your application monies
is less than the amount required to purchase the
number of New Shares specified in your Application,
or if you are not an Eligible Shareholder, in which case:
i you will bear any and all losses caused by
subscribing for New Shares in excess of your
Rights, and any actions you are required to take in
this regard; and
ii you are treated as continuing to have taken up,
transferred or not taken up your remaining Rights;
o you acknowledge and agree that if you sell Rights
to which you are not entitled, or you do not hold
sufficient Rights at the time required to deliver those
Rights, you will acquire Rights or shares in AGL to
satisfy these obligations as required by AGL;
p you acknowledge that none of AGL, its advisers or
agents, or their respective directors, officers, partners,
employees or representatives, has provided you with
investment advice or financial product advice, and
that none of them has an obligation to provide advice
concerning your decision to apply for and purchase
New Shares under the Rights Offer;
q you acknowledge the risk that the market price for
the shares in AGL may change materially between the
Opening Date, the date you make an Application and
the Allotment Date. Accordingly, you acknowledge
that:
i the price paid for New Shares may be higher or
lower than the price at which shares in AGL are
trading on the NZX Main Board at the time New
Shares are issued under the Rights Offer;
ii the market price of New Shares following allotment
may be higher or lower than the Offer Price; and
iii it is possible that up to or after the Allotment Date,
you may be able to buy shares in AGL at a lower
price than the Offer Price;
r you acknowledge and certify that, if you are acting
as a Custodian, each beneficial holder on whose
behalf you are submitting the Application is an Eligible
Shareholder (if they held Existing Shares directly)
and is not in the United States or elsewhere outside
of New Zealand, and you have not sent this Offer
Document, the Offer Website, the Acceptance Form
or any information relating to the Rights Offer to any
person in the United States or elsewhere outside of
New Zealand; and
s you agree to provide (and, if applicable, that you have
been directed as Custodian to provide) any requested
substantiation of your eligibility to participate in the
Rights Offer and/or of your holding of Existing Shares
on the Record Date.
21.2 If a Custodian applies to participate in the Rights Offer on
behalf of a beneficial owner:
a the certification referred to in paragraph 21.1(g) will be
taken to be given by the beneficial owner on whose
behalf the Custodian is applying to participate in the
Rights Offer (as if they held Existing Shares directly);
and
b the Custodian certifies each of the other matters set
out in paragraph 21.1.
22. Governing law
22.1 This Offer Document, the Rights Offer and any contract
resulting from it are governed by the laws of New
Zealand, and each applicant submits to the exclusive
jurisdiction of the courts of New Zealand.

RENOUNCEABLE RIGHTS OFFER22
Acceptance FormThe hardcopy application form enclosed with this Offer Document sent to Eligible Shareholders who
have not elected to receive communications by electronic means or otherwise requested by an Eligible
Shareholder or investor, which can be used in accordance with the terms of this Offer Document to apply
to take up Rights under the Rights Offer and, if applicable, apply for Shortfall Shares under the Shortfall
Facility.
AGLAccordant Group Limited (NZCN 1595154).
Allotment Date13 May 2026, unless extended.
ApplicationAn application to take up Rights under the Rights Offer and, if applicable, apply for Shortfall Shares
under the Shortfall Facility, made using an online application on https://accordant.rightsoffer.co.nz
or by submitting the Acceptance Form (or, in the case of a Custodian, by submitting an application in
accordance with paragraph 16.1 of Part 4: Terms of the Rights Offer) or, in the case of Approved Shortfall
Investors and Related Parties, Shortfall Acceptance Form for Shortfall Shares under the Shortfall Facility.
Approved Shortfall InvestorsPersons who are not Related Parties and who AGL, in its discretion, invites to apply, or otherwise approves
an application from, for Shortfall Shares.
BoardThe board of directors of AGL.
Business DayA time between 8.30am and 5.30pm in New Zealand on a day on which NZX is open for trading.
Closing Date5.00pm (NZT) on 6 May 2026, being the date that Applications (with payment) must be received by the
Registrar to participate in the Rights Offer.
Committed Related Party
Subscription
A number of Shortfall Shares having an aggregate value at the Offer Price per Shortfall Share equal to the
sum of the following (rounded down):
a. $79,695.80 applied for by the CEO (or entities or trusts controlled by him); and
b. $30,000 applied for by the CFO (or entities or trusts controlled by him).
CustodianAny Eligible Shareholder that:
a. is a trustee corporation or a nominee company and holds Existing Shares on the Record Date
by reason only of acting for another person in the ordinary course of business of that trustee
corporation or nominee company; or
b. holds Existing Shares by reason only of being a bare trustee of a trust to which the Existing Shares are
subject.
Eligible ShareholderA Shareholder who, as at 7.00pm (NZT) on the Record Date:
a. is located in/has a registered address in New Zealand;
b. for the avoidance of doubt, is not in the United States and is not acting for the account or benefit of a
person in the United States; and
c. is not AGL (per section 67B of the Companies Act 1993).
Existing ShareAn existing ordinary share or restricted share in AGL on issue at 7.00pm (NZT) on the Record Date.
FMAThe New Zealand Financial Markets Authority.
FMCAThe New Zealand Financial Markets Conduct Act 2013.
Hull Family TrustThe S.A. Hull Family Trust No. 2, whose trustees are Simon Alexander Hull and David John Graeme Cox.
Ineligible ShareholderA Shareholder other than an Eligible Shareholder.
Investor PresentationThe presentation dated 30 March 2026 in relation to AGL and the Rights Offer titled “AGL Equity Raise
Investor Presentation”.
Minimum AmountThe minimum amount to be raised under the Rights Offer, being $5,000,000.
New ShareA fully paid ordinary share in AGL offered under the Rights Offer of the same class as (and ranking equally
in all respects with) existing ordinary shares in AGL at the time of allotment of the New Shares under the
Rights Offer.
PART 5
GLOSSARY

RENOUNCEABLE RIGHTS OFFER23
Notice of MeetingThe notice of special shareholders’ meeting released on 30 March 2026, a copy of which is available at
www.nzx.com under the ticker code “AGL”, together with its appendices.
NZ$ or $The lawful currency of New Zealand.
NZXNZX Limited.
NZX FirmAn entity designated as an NZX Firm under the Participant Rules of NZX.
NZX Listing RulesThe listing rules of the NZX Main Board and NZX Debt Market operated by NZX.
NZX Main BoardThe main board equity securities market operated by NZX.
Offer DocumentThis document.
Offer Price$0.15 per New Share.
Offer WebsiteThe website at https://accordant.rightsoffer.co.nz.
Opening Date22 April 2026, being the date that Applications may be made by Eligible Shareholders to participate in the
Rights Offer.
Record Date7pm (NZT) on 20 April 2026.
RegistrarMUFG Pension & Market Services.
Related PartiesThe trustees of the Hull Family Trust, Simon Bennett, Nick Simcock, Richard Stone, Bella Takiari-Brame,
Jason Cherrington, Rod Hyde and entities or trusts controlled by them.
Resolution 1Shareholder resolution 1 set out in the Notice of Meeting, as required under Rule 7(d) of the
Takeovers Code.
RightThe renounceable right to subscribe for 1.269 New Shares for every 1 Existing Share held at 7.00pm on the
Record Date at the Offer Price, issued pursuant to the Rights Offer.
Rights OfferThe pro rata 1.269 for 1 renounceable rights offer set out in this Offer Document, including the Shortfall
Facility.
ShareholderA registered holder of ordinary shares and/or restricted shares on issue in AGL.
Shortfall FacilityThe facility that enables certain Eligible Shareholders, Approved Shortfall Investors and Related Parties to
apply for Shortfall Shares, as described in this Offer Document.
Shortfall Acceptance FormThe acceptance form provided by AGL to Approved Shortfall Investors and Related Parties to apply for
Shortfall Shares under the Shortfall Facility.
Shortfall SharesThe New Shares attributable to Unexercised Rights.
Special Shareholders’ MeetingThe special meeting of AGL shareholders to be held online at 3.30pm (NZT) on 16 April 2026, and includes
any adjournment of that meeting.
Takeovers CodeThe Takeovers Code set out in the Schedule to the Takeovers Regulations 2000.
Unexercised RightsThose Rights not validly exercised by 5.00pm (NZT) on the Closing Date, including the Rights attributable
to Ineligible Shareholders which have not been validly exercised by the Closing Date (in each case subject
to AGL’s discretion to accept late applications).
United States or U.S.The United States of America.
U.S. Securities ActThe U.S. Securities Act of 1933, as amended.

RENOUNCEABLE RIGHTS OFFER24
Issuer
Accordant Group Limited
Level 6
51 Shortland Street
Auckland 1010
New Zealand
Legal Advisers
MinterEllisonRuddWatts
Level 22, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
If you have any queries about your Rights, how to complete
the Acceptance Form or Shortfall Acceptance Form, or how
to apply online via the Offer Website, please contact the
Registrar at:
Registrar
MUFG Pension & Market Services
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
PO Box 91976
Auckland 1142
New Zealand
Telephone: +64 9 375 5998
https://nz.investorcentre.mpms.mufg.com
applications.nz@cm.mpms.mufg.com
PART 6
DIRECTORY