Accordant Group Notice of Special Shareholders Meeting

1
Accordant Group Limited
Level 6, 51 Shortland Street, Auckland
PO Box 105 675, Auckland 1143
Tel 09 526 8770
accordant.nz

NZX release
30 March 2026
Accordant special shareholders’ meeting to vote on capital raise
As indicated in Accordant Group Ltd’s (AGL) (NZX: AGL) Interim Results Press Release on the
10
th
November 2026, AGL has been evaluating options for reducing current debt levels in
conjunction with driving an improvement in overall trading results in the current financial year.
Encouraged by majority shareholder support, this has been an active and detailed workstream
resulting in a proposal to raise capital through a pro rata renounceable rights offer.
AGL is therefore pleased to confirm today the details of the proposed capital raising, comprising
a 1.269 for 1 pro-rata renounceable rights offer of new ordinary shares to eligible shareholders
and shortfall facility (the Rights Offer), at an issue price of $0.15 per new share, to raise up to
approximately $6.7 million. The Rights Offer is subject to a minimum raise of $5.0 million and is
conditional on shareholder approval.
If the rights offer is successful, AGL’s banking partner has agreed to extend facility terms to April
2028, providing favourable covenants to support the business as it looks to drive an improvement
in financial performance over the next 2 years.
The majority shareholders, the Hull Family Trust, have committed to subscribing for $3.25m
worth of new shares, with shareholding directors, CEO and CFO subscribing for a combination of
pro rata and shortfall shares to support the raise.
AGL has also today distributed a Notice of Special Shareholders’ Meeting which contains
background and key details of the Rights Offer as well as the impact of its success or failure on
AGL and key risks. Shareholders will be asked to vote on the resolutions relating to the Rights
Offer at a Special Shareholders’ Meeting held online at 3.30pm (NZT) on Thursday, 16 April
2026 at www.virtualmeeting.co.nz/aglsm26.
The Rights Offer is conditional on shareholder approval of Resolution 1, which relates to the
participation of the Hull Family Trust. A second resolution is also being put to shareholders to
approve participation by certain related parties in the shortfall facility, if required, although the
Rights Offer is not conditional on Resolution 2 being passed.
Rights Offer
The Rights Offer seeks to raise up to approximately $6.7 million, with a minimum amount of $5.0
million required for the offer to proceed to settlement and subject to shareholders’ approval.

2
Accordant Group Limited
Level 6, 51 Shortland Street, Auckland
PO Box 105 675, Auckland 1143
Tel 09 526 8770
accordant.nz

Under the Rights Offer, eligible shareholders in New Zealand may subscribe for 1.269 new
shares for every 1 existing share held at the Record Date of 7.00pm (NZT) on 20 April 2026, at
an issue price of $0.15 per new share. Based on the entitlement ratio, rights to subscribe for up
to 44,574,312 new shares will be granted, subject to rounding, although the actual number of
new shares issued depends on the level of subscription.
The rights will be quoted on NZX between 17 April 2026 and 30 April 2026. Rights may also be
traded privately.
Issue Price
The issue price of $0.15 per share represents a deep discount to AGL’s recent market trading
levels. The issue price is at a discount of approximately 49% to 52% to AGL’s VWAP over
various periods, and a 32% discount to the theoretical ex-rights price (TERP) of $0.22, based on
a one-month VWAP up to 20 March 2026 of $0.31.
Shortfall Facility
Any rights to new shares which are not taken up by the closing date for the offer, being 5:00pm
on 6 May 2026, will be made available under a Shortfall Facility.
Eligible shareholders who take up their full entitlement may apply for additional new shares under
the Shortfall Facility, subject to availability and allocation terms. The allocation terms also allow
AGL to allocate shares to other investors without priority to eligible shareholders (Approved
Shortfall Investors). This is to improve the likelihood of a successful Rights Offer. If you are not
an eligible shareholder, details becoming an Approved Shortfall Investor are set out in the offer
document for the Rights Offer.
After allocation to eligible shareholders and Approved Shortfall Investors is exhausted, related
parties may apply. Their application is only permitted if needed to reach the minimum amount
and thereafter to accommodate existing related party commitment. Shareholders’ approval may
also be needed for related party participation.
Hull Family Trust Committed Subscription
The Hull Family Trust, AGL’s founder-related major shareholder (holding 52.41% of voting rights),
has committed to subscribe for $3.25 million of new shares under the Rights Offer. That
commitment represents 65% of the minimum amount required for the Rights Offer to proceed to
settlement.
As the degree of participation in the Rights Offer is unknown, the Hull Family Trust’s subscription
could result in its shareholding in AGL, and therefore control of voting rights, going above what is
permissible by law under the Takeovers Code. Therefore, shareholders’ approval is being sought
to manage the Hull Family Trust’s ability to comply with the Takeovers Code, without scaling
down its subscription.

3
Accordant Group Limited
Level 6, 51 Shortland Street, Auckland
PO Box 105 675, Auckland 1143
Tel 09 526 8770
accordant.nz

Additionally, as the Rights Offer is not underwritten, shareholders’ approval is also being sought
to give AGL flexibility to engage with the Hull Family Trust if further funds are needed to reach the
minimum amount.
Therefore, approval is sought for the Hull Family Trust to acquire 31,431,983 new shares,
representing ~$4.7m of new shares, being the minimum amount less director, CEO and CFO
subscription. The Board does not currently expect these shares to be issued in full, nor has the
Hull Family Trust indicated or committed to subscribe above $3.25m worth of shares. The Notice
of Meeting contains details of the Hull Family Trust’s potential control of voting rights as a result
of the Rights Offer.
Key Rights Offer dates*
30 March 2026
Notice of Meeting (including Independent Adviser’s
Report) sent to shareholders, Rights Offer Document
and Investor Presentation released.
14 April 2026, 3.30pm (NZT)
Voting/proxy deadline.

14 April 2026, 7.00pm (NZT)
Voting eligibility time.
16 April 2026, 3.30pm (NZT)
Special Shareholders’ Meeting.
If Resolution 1 is approved by Shareholders
17 April 2026 to 30 April 2026
Rights trading on NZX.
20 April 2026
Record Date.
22 April 2026
Rights Offer opens.
6 May 2026
Rights Offer closes at 5:00pm.
11 May 2026
Announcement of Rights Offer results.
13 May 2026
NZX settlement and allotment of new shares if
minimum amount raised.
20 May 2026
Latest date for refunds of application monies for
unallocated or scaled shortfall applications.
* The timetable presented is indicative only. All dates and times are New Zealand times.
Special Shareholders’ Meeting
Two ordinary resolutions relating to the Rights Offer are being put to shareholders.
The first resolution seeks approval under Rule 7(d) of the Takeovers Code for the issue of up to
31,431,983 new shares to the Hull Family Trust for the reasons explained above. This resolution
is required for the Rights Offer to open.

4
Accordant Group Limited
Level 6, 51 Shortland Street, Auckland
PO Box 105 675, Auckland 1143
Tel 09 526 8770
accordant.nz

The second resolution seeks shareholder approval for the issue of new shares to related parties
under the Shortfall Facility, if needed to reach the minimum amount and thereafter to
accommodate committed subscriptions by the CEO and CFO of approximately $110,000.
This resolution is intended to improve the likelihood that the Rights Offer reaches the minimum
raise amount, but the Rights Offer is not conditional on this resolution being passed given the
relatively small amount raised from related parties. The related parties are the Hull Family Trust,
directors, the CEO, CFO and their controlled entities.
AGL has commissioned an Independent Adviser’s Report from Simmons Corporate Finance to
assist shareholders in considering the resolutions. The Independent Adviser’s Report concludes
among other things that, after having regard to all relevant factors, the positive aspects of the
allotment to the Hull Family Trust outweigh the negative aspects from the perspective of
shareholders not associated with the Hull Family Trust, and that the terms and conditions of
allotments to related parties are fair to shareholders not associated with those related parties.
The AGL Independent Directors recommend that shareholders vote in favour of Resolution 1,
and the Directors unanimously recommend that shareholders vote in favour of Resolution 2.
Further information
Shareholders who have questions about the Rights Offer or the Special Shareholders’ Meeting
are encouraged to read the Notice of Meeting, Independent Adviser’s Report, Rights Offer
Document and Investor Presentation, and to seek financial, legal or taxation advice if required.
The Rights Offer website is https://accordant.rightsoffer.co.nz.

– ENDS –
Authorised by
Jason Cherrington
Group CEO
For the Board:
Simon Bennett, Chair

For further information contact Jason Cherrington +64 21 781 389.

Not an offer of securities in the United States
This announcement has been prepared for publication in New Zealand and may not be released or
distributed in the United States. This announcement does 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. Any securities described in this announcement have not been, and will not be, registered under the
U.S. Securities Act of 1933 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 of 1933 and the applicable securities laws of any state
or other jurisdiction of the United States.

---

NOTICE OF
SPECIAL
SHAREHOLDERS’
MEETING
30 March 2026
Accordant Group Limited (AGL)
The Special Shareholders’ Meeting will be held at
3.30pm (NZT) on 16 April 2026.
The Special Shareholders’ Meeting will be held online at
www.virtualmeeting.co.nz/aglsm26.
If you have queries about this document, please call
MUFG Pension & Market Services on +64 9 375 5998
between 8.30am and 5.00pm (NZT), Monday to Friday.
This is an important document and requires your immediate
attention. You should carefully read it in its entirety (including
the Independent Report from Simmons Corporate Finance
Limited that accompanies this Notice of Meeting as Appendix
2) before deciding whether or not to vote in favour of the
Resolutions. If you are in any doubt about what you should
do, you should seek advice from your broker or your financial,
taxation or legal adviser immediately.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING2
CONTENTS
Important Information
1 – Key Dates
2 – Letter from the Chair
3– Frequently Asked Questions
4 – The Rights Offer
5 – Notice of Special Shareholder’s Meeting
6 – Explanatory Notes
7 – Glossary
Appendix 1 – Information Required
by the Takeovers Code
Appendix 2 – Independent Report
Directory
3
5
6
8
9
19
22
24
26
29
68

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING3
IMPORTANT
INFORMATION
1. Purpose of this Notice of Meeting
1.1 The purpose of this Notice of Meeting is to:
a. inform you about the Rights Offer and the Accordant
Group Limited (AGL) Shareholder approvals associated
with it;
b. make you aware of the Special Shareholders’ Meeting
to be held online at www.virtualmeeting.co.nz/
aglsm26 at 3.30pm on 16 April 2026 to vote on the
Resolutions;
c. enable you to appraise the implications of the Rights
Offer; and
d. help you decide whether to vote for or against the
Resolutions. If you choose not to vote you should be
aware that whether the Resolutions are passed or not
will be determined solely by reference to the number
of votes cast by Shareholders who do vote.
2. Voting/Proxy Form
2.1 Accompanying this Notice of Meeting is a Voting/Proxy
Form to enable you to vote on the Resolutions by:
a. attending the Special Shareholders’ Meeting online; or
b. appointing a proxy to vote on your behalf at the
Special Shareholders’ Meeting.
2.2 You are urged to complete and return the Voting/Proxy
Form as soon as possible (and no later than 3.30pm on
14 April 2026) if you do not plan to attend the Special
Shareholders’ Meeting.
3. Sold your shares?
3.1 If you have sold all of your shares in AGL, please
immediately hand this document and the accompanying
Voting/Proxy Form to the purchaser or the agent through
whom the sale was made, to be passed to the purchaser.
4. Your decision
4.1 This Notice of Meeting does not take into account your
individual investment objectives, financial situation or
needs. You must make your own decisions and seek your
own advice in this regard.
4.2 The information and recommendations contained in this
Notice of Meeting do not constitute, and should not be
taken as constituting, financial advice.
4.3 If you are in any doubt as to what you should do, you
should seek advice from your financial, taxation or legal
adviser before making any decision regarding the
Rights Offer.
5. Laws of New Zealand
5.1 This Notice of Meeting has been prepared in accordance
with New Zealand law. Accordingly, the information in it
may not be the same as might have been disclosed had
the Notice of Meeting been prepared in accordance with
the laws and regulations of another jurisdiction.
6. Forward looking statements
6.1 This Notice of Meeting, the Rights Offer Document 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.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING4
6.5 Such forward-looking statements speak only as of
the date of this Notice of Meeting. 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 Notice of Meeting 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 Notice of
Meeting.
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 Notice
of Meeting in light of those risks and disclosures (see
paragraph 9 of Section 4).
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 Notice of Meeting, the
Rights Offer Document 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.
7. Additional information available under AGL’s
continuous disclosure obligations
7.1 AGL is subject to continuous disclosure obligations under
the NZX Listing Rules which require it to notify certain
material information to NZX. Market announcements by
AGL are available at www.nzx.com under the ticker code
“AGL”. AGL may make additional releases to NZX prior to
the Special Shareholders’ Meeting. Shareholders should
carefully monitor AGL’s market announcements prior to
the Special Shareholders’ Meeting.
7.2 You should also consider the Investor Presentation
released on 30 March 2026, 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.
8. Effect of rounding
8.1 A number of figures, amounts, percentages, prices,
estimates, calculations of value and fractions in this
Notice of Meeting are subject to the effect of rounding.
Accordingly, actual calculations may differ from amounts
set out in this Notice of Meeting.
9. Defined terms
9.1 Capitalised terms set out in this Notice of Meeting have
the meanings given to them in Section 7 “Glossary”.
10. Currency
10.1 In this Notice of Meeting, a reference to $ is to New
Zealand dollars, unless otherwise stated.
11. Date of this Notice of Meeting
11.1 This Notice of Meeting is given on 30 March 2026.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING5
Indicative timeEvent
30 March 2026Notice of Meeting – date this Notice of Meeting was distributed to Shareholders.
Rights Offer Document – date the Rights Offer Document and Investor Presentation was
released on NZX.
7.00pm (NZT)
14 April 2026
Voting Eligibility – time and date for determining eligibility to vote at the Special
Shareholders’ Meeting.
3.30pm (NZT)
14 April 2026
Voting/Proxy Deadline – time and date by which Voting/Proxy Forms for the Special
Shareholders’ Meeting must be received by the Share Registrar.
3.30pm (NZT)
16 April 2026
Special Shareholders’ Meeting to be held online at www.virtualmeeting.co.nz/aglsm26.
If Resolution 1 is approved by Shareholders
17 April 2026 – 30 April 2026Rights Trading on NZX – Eligible Shareholders may be able to sell their Rights on NZX.
20 April 2026Record Date – Record date for Eligible Shareholder entitlements to Rights.
22 April 2026Rights Offer Opens – Rights Offer opens and applications for New Shares may be submitted.
6 May 2026Rights Offer Closes – Rights Offer closes.
11 May 2026Announcement – Results of Rights Offer announced.
13 May 2026 Settlement – Settlement on NZX and allotment of the New Shares.
20 May 2026Latest Refund – 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 the Rights Offer Document.
All dates in the table above are indicative only. In particular, the
timing of completion of the Rights Offer will depend on the
timing of the satisfaction of its conditions, as described in this
Notice of Meeting. Any material updates to the timetable will be
announced via the NZX Market Announcement Platform (MAP)
and notified on the website for the Rights Offer at
https://accordant.rightsoffer.co.nz.
All references to time in this Notice of Meeting are references
to New Zealand Time (NZT), unless otherwise stated. Any
obligation to do an act by a specified time in NZT must be done
at the corresponding time in any other jurisdiction.
1
KEY DATES

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING6
30 March 2026
Dear shareholders,
Over the last two years AGL has focused on profitability and
debt reduction as our businesses navigated a very challenging
environment characterised by high levels of unemployment,
low levels of economic activity and hiring freezes across
the country. We curbed our expenditure in response to
the downturn but made sure we maintained our national
footprint and capability to deliver permanent and temporary
staffing solutions to clients across a wide range of sectors.
Consequently, the AGL group is well positioned to return to
revenue growth and higher profitability as and when economic
activity in New Zealand increases.
In 2025 signs of an economic recovery began to emerge,
driven primarily by lower interest rates and higher commodity
prices for exports, and while the unemployment rate for the
three months to 31 December 2025 rose to 5.4%, there was
a higher level of engagement in the labour market and some
positive indicators that businesses were looking to hire more
workers.
However, there continues to be heightened geopolitical
instability and headwinds in several segments of the domestic
economy. This, coupled with a general election in late 2026,
means the timing and extent of any economic recovery in New
Zealand over the near term remains uncertain.
We are expecting a return to positive pre IFRS 16 EBITDA for
FY26 and a further uplift in trading is expected in FY27, but it will
take some time before AGL’s businesses begin to deliver the
level of financial returns needed to significantly reduce debt.
As promised when we released our interim results late last
year, we have been exploring debt reduction options. During
that process AGL’s founder (and major shareholder) stepped
forward to invest $3.25 million, and AGL’s board approved AGL
undertaking the proposed pro-rata rights offer.
The renounceable rights offer will seek to raise up to
approximately $6.7 million of equity by granting a right to
eligible shareholders to subscribe for 1.269 new shares for
every 1 existing share held, at a price of $0.15 per new share.
The proceeds from the offer will be used to reduce AGL’s
indebtedness. We will still continue to maintain a focus on cost
control and profitability going forward as we look to benefit
from more favourable economic trading conditions which are
expected in the mid-term.
If eligible shareholders want to exercise their rights and apply
for new shares, applications must be received before 5pm on 6
May 2026. Eligible shareholders who exercise their rights in full
will have the opportunity to subscribe for further new shares
in the shortfall facility (if any are available). The rights will be
quoted on NZX between 17 and 30 April 2026.
The rights offer is conditional on shareholder approval and a
minimum amount of $5 million being raised. If AGL successfully
completes this capital raising, its bank facilities with ASB
will also be extended to April 2028 with more favourable
covenants. This also gives AGL more time to further improve its
financial performance.
Shareholders are being asked to vote on two resolutions.
Only the first resolution (which relates to subscription for new
shares by AGL’s founder and major shareholder, Simon Hull) is
required to be passed for the rights offer to open. The second
resolution, if passed, will assist the rights offer by allowing
related parties to apply for new shares not taken up by other
applicants in the shortfall facility, if they would otherwise be
prevented from doing so under the NZX listing rules.
In relation to the first resolution, we are seeking approval
for Simon Hull’s participation in the rights offer (through
his shareholding entity, the Hull Family Trust) if a lack of
participation in the rights offer by other investors would result
in the Hull Family Trust having a greater shareholding than
permitted by law. We are also seeking this approval to preserve
the flexibility to engage with the Hull Family Trust if there is a
shortfall and further funds are needed in order to reach the
minimum amount for the offer ($5m). There is no guarantee
that the Hull Family Trust will subscribe for more than its
committed $3.25m of new shares, but the Board considers it
is important to preserve the flexibility to engage with the Hull
Family Trust in this regard.
2
LETTER FROM THE CHAIR

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING7
Simmons Corporate Finance has also independently assessed
the merits of the proposed offer and concluded that (in
summary):
• the positive aspects of the allotment of new shares to the
Hull Family Trust outweigh the negative aspects from the
perspective of the shareholders that are not associated
with the Hull Family Trust; and
• the terms and conditions of the allotments of new shares
to related parties are fair to AGL’s shareholders not
associated with the related parties.
If AGL does not proceed with the proposed rights offer, ASB
may trigger an event of review, which in turn could have
adverse financial consequences, including accelerated
repayment of debt. Even if ASB took no action, at the very least,
AGL will be forced to continue with the financial burden and
risk associated with having too much debt. Accordingly, we
strongly recommend that you vote in favour of the resolutions
before the meeting.
Your vote is important. Please read this Notice of Meeting
carefully and exercise your right to vote on this important
matter.
On behalf of my fellow directors, I would like to sincerely
thank Simon Hull and AGL shareholders for their support as
we seek to address AGL’s indebtedness. I look forward to you
attending the Special Shareholders’ Meeting and answering
any questions you may have.
As a board we did not take this decision lightly, to ask
shareholders for more capital. This was the only viable option
to give us a platform to move forward from. There is much
uncertainty ahead and we are grateful for your support and
patience as we navigate these difficult times. We recognise
also that we must strive to improve performance and delivery
regardless of any uplift in the market.
Yours sincerely,
Simon Bennett

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING8
QuestionAnswerMore information
The Rights Offer
What am I being asked to consider?You are being asked to consider whether you support
the potential increase in the majority Shareholder’s
control of voting rights in AGL up to ~72% and a potential
issue of New Shares to Related Parties. These events
may occur as a result of the Rights Offer depending
on the degree of participation. To make this decision,
you should read this Notice of Meeting (including the
Independent Report) and seek advice if you have any
questions.
Read this Notice of Meeting and the
Independent Report in Appendix 2.
What do the Directors recommend?The recommendations to vote in favour of the
Resolutions are detailed in Section 5 “Notice of Special
Shareholders’ Meeting”.
See Section 5 of this Notice of Meeting for
more detail.
Is there an independent advisor’s
report?
Yes. The Board commissioned the Independent Report
from Simmons Corporate Finance.
See the Independent Report in Appendix 2.
What is required for the Rights Offer
to proceed?
For the Rights Offer to proceed, it is necessary that
Shareholders approve Resolution 1 by way of ordinary
resolution (greater than 50% of those shares entitled to
vote and voting) and that the Minimum Amount is raised.
See paragraph 2 of Section 4 “Rights Offer”
and Section 6 “Explanatory Notes” for more
detail.
Process
Where will the Special
Shareholders’ Meeting be held?
The Special Shareholders’ Meeting will be held online at
www.virtualmeeting.co.nz/aglsm26 at 3.30pm (NZT) on
16 April 2026.
See Section 5 of this Notice of Meeting for
more detail.
Is anything else being considered at
the Special Shareholders’ Meeting?
Other than the Resolutions relating to the Rights Offer,
there will be no matters for Shareholders to consider or
vote on.
See Section 6 of this Notice of Meeting for
more detail.
When will the result of the Special
Shareholders’ Meeting be known?
As soon as the results are available, AGL will announce
them via NZX.
Not applicable.
How do I vote if I am not able to
attend the Special Shareholders’
Meeting?
You can exercise your right to vote at the Special
Shareholders’ Meeting in two ways.
You can attend the meeting and vote online.
Alternatively, you can appoint a proxy to attend and vote
in your place. A Voting/Proxy Form is enclosed with this
Notice of Meeting.
If you wish to vote by proxy, you must complete the
Voting/Proxy Form and ensure it is received by the
Share Registrar no later than 3.30pm (NZT) on 14 April
2026.
You can also lodge your proxy appointment online.
See Section 5 of this Notice of Meeting and
the Voting/Proxy Form accompanying this
Notice of Meeting for more detail.
Why is my vote important?The Resolutions relating to the Rights Offer require the
approval of an ordinary resolution (greater than 50% of
those shares entitled to vote and voting). Significantly,
the majority shareholder cannot vote on these
Resolutions, therefore your vote is important.
If Resolution 1 is not passed, the Rights Offer will not
proceed. If Resolution 2 is not passed but Resolution 1 is,
the Rights Offer will open but Related Parties may not be
able to participate in the Shortfall Facility. This may result
in the Minimum Amount not being raised, which would
result in the Rights Offer being withdrawn.
See Section 4 of this Notice of Meeting for
more detail.
3
FREQUENTLY ASKED QUESTIONS

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING9
1. Background to the Rights Offer
1.1 AGL operates across several areas of the recruitment and
labour market sector in New Zealand, with five trading
entities: Absolute IT, AWF and The Work Collective,
Hobson Leavy, JacksonStone & Partners and Madison
Recruitment. Together these businesses provide
comprehensive executive, commercial and industrial
recruitment services, including permanent placements,
temporary or contingent assignments and contractor
engagements. For the year ended 31 March 2025
(FY25), AGL generated $165.2 million of revenue from
its operations. As at 27 March 2026, AGL had a market
capitalisation of approximately $10 million.
1.2 AGL’s core business is recruitment and staffing in
New Zealand. Over the past two years, a prolonged
recessionary environment, elevated interest rates,
rising business costs and a decline in hiring demand
have contributed to a 10 year high unemployment rate
and a consequential deterioration in AGL’s financial
performance and market value.
1.3 As noted in the FY25 Annual Report, AGL has taken
proactive steps to manage through the prolonged
downturn, including a significant reduction in operating
expenses, right sizing the business wherever possible
and focussing in areas of the market that have been more
resilient. However, with unemployment currently at 5.4%,
and a slow economic recovery, the benefits of these
cost-saving measures have been limited.
1.4 Consequently, AGL is carrying higher debt levels
than is desirable. As a result, as part of the half year
announcement on 10 November 2025, AGL advised
shareholders that it intended to look at debt reduction
options in 2026 and expected that would mean a
combination of improved trading and undertaking a
capital raising.
1.5 The Board has considered a range of options to raise
capital, reduce debt and/or refinance AGL’s debt
facilities, including debt reduction from ongoing trading
and asset sales.
1.6 Despite AGL’s estimated improved performance in FY27
and FY28 based on the wider economic and labour
market outlook (see paragraph 7 below), the Board
nonetheless considers that it is imperative to strengthen
AGL’s capital structure now, given that the pace of a wider
economic recovery is out of AGL’s full control.
1.7 The Board also engaged external advisors to consider
all relevant alternative options, including the disposal of
assets, concluding at this point in the economic cycle
this would not reflect the best value for all shareholders.
A potential debt refinancing was also considered but not
pursued. This was on the basis of the more favourable
terms and extension granted by ASB should the Rights
Offer succeed, and that refinancing with alternative
lenders would likely result in less favourable terms (e.g.
higher interest rates).
1.8 Consequently, the Board assessed the possibilities for
capital raising structures with its advisers, favouring pro-
rata structures. The conclusion of that process was to
pursue a pro-rata renounceable rights offer allowing all
New Zealand Shareholders to participate.
1.9 In selecting this structure, the Board had regard to
the availability or otherwise of significant shareholder
and third party support. As a major shareholder, the
Hull Family Trust has confirmed its support in writing,
provided that its shareholding is not diluted below 50.1%.
1.10 Therefore, the amount sought to be raised (approximately
$6.7 million), reflects the maximum that could be raised
with this parameter in mind. The minimum amount of $5
million, reflects the minimum amount AGL’s bank requires
for AGL to access more favourable bank terms and to
avoid an event of review (see paragraphs 4 and 8 below).
1.11 The Board considers the Rights Offer is in the best
interests of all Shareholders.
4
THE RIGHTS OFFER

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING10
2. Rights Offer
Overview
2.1 The Rights Offer will seek to raise approximately $6.7
million by granting a Right to Eligible Shareholders to
subscribe for 1.269 New Shares for every 1 existing share
held in AGL.
2.2 The minimum amount to be raised is $5,000,000 and
the Rights Offer will not proceed if this minimum amount
is not raised. This is also a precaution for investors, in
that if less than the Minimum Amount was raised but the
Rights Offer proceeded, it would leave investors with
the uncertainty of the outcome of an event of review if
triggered by AGL’s bank (see paragraph 8 below).
2.3 Based on the entitlement ratio, Rights to buy up to
44,574,312 New Shares (subject to rounding) at $0.15 per
New Share will be granted under the Rights Offer. The
actual number of New Shares that will be issued under
the Rights Offer will depend on the level of subscription,
but will not be less than 33,333,334 New Shares given
the Minimum Amount.
2.4 An indicative timetable for the Rights Offer is set out on
page 5.
Issue Price
2.5 The Issue Price for the Rights Offer is $0.15 per New
Share, payable on application.
2.6 This represents a discount of 50% to AGL’s closing price
on 27 March 2026 of $0.30 per share. Shareholders
should refer to Section 2.4 of the Independent Report for
further information regarding the Issue Price.
New Shares
2.7 The New Shares offered under the Rights Offer are fully
paid ordinary shares in AGL 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.
Rights Offer is conditional
2.8 The Rights Offer is conditional on Resolution 1 being
passed. This is due to:
a. the need to manage the Hull Family Trust’s ability to
comply with the Takeovers Code, without scaling
down its subscription for $3.25 million of New Shares;
and
b. the Board’s wish to have the flexibility to engage with
the Hull Family Trust if further funds are needed to
reach the Minimum Amount.
2.9 Each of these reasons is explained below in paragraphs
2.13 – 2.22.
2.10 The Rights Offer is not conditional on Resolution 2 being
passed. Resolution 2 is to approve participation by
Related Parties (excluding the Associated Shareholder) in
the Shortfall Facility in case that participation is restricted
under the NZX Listing Rules. So as to maximise the
likelihood that the Minimum Amount is reached, the Board
considers it prudent to seek this approval, but the Rights
Offer is not conditional on it.
2.11 This is because, while the theoretical maximum amount
that Related Parties (including the Hull Family Trust)
could subscribe for is approximately $5.1m, the amounts
potentially to be raised from Related Parties under the
Shortfall Facility are not expected to be significant. As at
the date of this Notice of Meeting, AGL has only received
commitments for approximately $110,000 worth of
Remaining Shortfall Shares from Related Parties, being
the Committed Related Party Subscription. If Resolution
2 is not passed, Related Parties will only be able to
subscribe for Remaining Shortfall Shares to the extent
permitted by law. See Explanatory Note 2 in Section 6 for
more information.
2.12 The Rights Offer is also conditional on the Minimum
Amount being raised.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING11
Subscription by the Hull Family Trust and Takeovers Code
2.13 Under the Takeovers Code, which regulates increases
in the holding and control of voting rights (being shares
in AGL’s case), the Hull Family Trust is not permitted to
increase its holding or control of voting rights without
complying with the Takeovers Code.
2.14 At present, the Hull Family Trust controls 52.41% of AGL’s
voting rights.
1
The Hull Family Trust is associated with
current Director and founder of AGL, Simon Hull. The Hull
Family Trust has committed to subscribe for $3.25 million
worth of New Shares under the Rights Offer,
2
and its
holding and control of voting rights in AGL may increase
as a result of the Rights Offer depending on the extent of
participation by other persons. See paragraphs 9.8 to 9.11
below in relation to the potential effect of its increase in
holding and control of voting rights.
2.15 If the Hull Family Trust’s holding and control of voting
rights does increase as a result of the Rights Offer, that
increase must comply with the Takeovers Code.
2.16 As a majority shareholder, the Hull Family Trust could
have complied with the Takeovers Code, by relying on
its ‘creeping provisions’ in combination with a Class
Exemption granted by the Takeovers Panel. This would
allow the Hull Family Trust to increase its holding or
control of voting rights in AGL’s to 56.47%, and for
any excess to be disposed of within 12 months of the
settlement of the Rights Offer, if it acquired no more than
its pro-rata share of rights and does not vote the excess
New Shares.
2.17 However, this option had practical limitations inconsistent
with the circumstances of the Rights Offer:
a. the extent of the Hull Family Trust’s increase
over 56.47%, if any, is unknown as the extent of
participation in the Rights Offer is unknown. This
means that the number of shares the Hull Family Trust
would have to sell down could be significant, and the
illiquidity of AGL’s shares,
3
could prevent their sale
within 12 months and could impact on their realisable
price;
b. scaling of the Hull Family Trust’s commitment is
not feasible because it could result in a material
reduction, potentially causing proceeds to be below
the Minimum Amount, depending on participation in
the Rights Offer. If the Minimum Amount is not raised,
an event of review with AGL’s bank could occur (see
paragraph 8 below); and
c. given that the Rights Offer is not underwritten, the
Board wishes to preserve flexibility to allow it to
engage with the Hull Family Trust for further funds
above its commitment, if needed to reach the
Minimum Amount.
4

2.18 Given these difficulties, it was decided to seek approval
under Resolution 1 to issue New Shares to the Hull Family
Trust to comply with the Takeovers Code. This allowed
the above difficulties to be resolved, and for a practical
limit on the Hull Family Trust’s subscription to be applied.
That limit is a number of New Shares equal in value to
approximately $4.7 million (or 31,431,983 New Shares).
This is the Minimum Amount less the Director, CEO and
CFO pro-rata and Committed Related Party Subscription
participation (as applicable).
2.19 It is noted that for the purposes of the Takeovers Code,
the Hull Family Trust is being treated by AGL as being
associated with the Associated Shareholder (who is a
relative of a trustee of the Hull Family Trust)
5
. However, no
approval is being sought of any increase in the holding
or control of voting rights by the Associated Shareholder.
Instead, AGL will exercise its discretion under the terms
of the Rights Offer to scale or reject any application by
the Associated Shareholder as need to comply with the
Takeovers Code.
2.20 Depending on the extent of subscription by the Hull
Family Trust and other persons, on completion of the
Rights Offer, the Hull Family Trust’s holding and control
of voting rights may be between 50.27% and 72.92%.
6

These New Shares may be applied for by the Hull Family
Trust by taking up its pro-rata entitlement of Rights and
thereafter applying for Remaining Shortfall Shares under
the Shortfall Facility if needed to reach the Minimum
Amount.
1
The Hull Family Trust’s shareholding as a proportion of Total Shares is
51.80%, reflecting the existence of 408,809 treasury shares, which do
not carry voting rights. As noted in Appendix 1, the Hull Family Trust is
being treated as associated with the Associated Shareholder (holder
of 372,696 shares (1.07% of voting rights in AGL)). The Hull Family Trust
does not control the exercise of these voting rights.
2
This amounts to 21,666,667 New Shares, being less than its total pro-
rata entitlement of 23,088,944 New Shares.
3
See page 20 of the Independent Report.
4
If this engagement resulted in further funds being committed above
the Hull Family Trust’s pro-rata entitlement, reliance on the Class
Exemption may also not be possible.
5
Associated Shareholder is holding her shares as a trustee. Simon Hull
is a beneficiary of that trust.
6
As noted in Appendix 1, the Hull Family Trust is being treated as
associated with the Associated Shareholder (holder of 372,696 shares
(1.07% of voting rights in AGL)). On an associated basis, this range
would be 51.33% to 73.47% of voting rights, but as noted above, the
Hull Family Trust does not control the exercise of these additional
voting rights.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING12
2.21 If Resolution 2 is not passed then, if the Shortfall Facility
is a material transaction under the NZX Listing Rules, the
Hull Family Trust will not be able to apply for any Shortfall
Shares as with any other Related Party. Therefore, the Hull
Family Trust would only be able to apply up to its pro-rata
entitlement, and not the full number of New Shares for
which approval is sought under Resolution 1.
2.22 For clarity to Shareholders and investors, the Board does
not currently expect to issue, and as noted above the Hull
Family Trust has given no indication that it will subscribe
for, this number of New Shares. This number is simply a
practical limit. Indeed, for this number of New Shares to
be issued to the Hull Family Trust, it would mean that no
one else subscribed for New Shares other than the above
Related Parties (and the Hull Family Trust subscribes
above what is has currently committed).
Rights trading
2.23 As required by the NZX Listing Rules, the Rights are
expected to be tradeable on NZX from 17 April 2026,
so Eligible Shareholders may have the opportunity to
sell their Rights should they not wish to take up some
of all of their Rights. Similarly, other parties interested in
participating in the Rights Offer may have the opportunity
to buy Rights and subscribe for New Shares (if they are
eligible to do so). Rights may also be traded privately.
2.24 There is no guarantee there will be buyers for the Rights
on NZX, and 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.
2.25 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 paragraphs 2.28
to 2.30 below). This may depress demand for Rights,
even though allocation under the Shortfall Facility is not
guaranteed.
2.26 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.
2.27 NZX accepts no responsibility for any statement in this
Notice of Meeting.
Shortfall Facility
2.28 Shortfall Shares will be available for subscription under
the Shortfall Facility and may be applied for by:
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 of approximately
$6.7m, and at least the Minimum Amount, is raised
given that the Rights Offer is not underwritten. AGL has
sought and will continue to seek or approve investors,
to the extent required to allocate Shortfall Shares; 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
7
and, if required for their participation,
Resolution 2 is passed. 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.
2.29 The total number of Shortfall Shares available under
the Shortfall Facility will be the number of New Shares
available under the Rights Offer for which AGL did not
receive a valid application by the Closing Date (including
New Shares in relation to Rights attributable to Ineligible
Shareholders which have not been validly exercised by
the Closing Date).
8
2.30 The allocation and scaling of applications under the
Shortfall Facility will occur in accordance with clause
15.10 of the Rights Offer Document.
7
Remaining 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.
8
This is subject to AGL’s discretion to accept late acceptances.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING13
Subscription by AGL Directors
2.31 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.
Subscription by AGL employee share scheme participants
2.32 Holders of restricted shares under AGL’s employee
share plan are entitled to participate in the Rights
Offer in the same manner as Eligible Shareholders, as
if their restricted shares were ordinary shares in AGL.
Accordingly, for the purposes of this Rights Offer and
NZX Listing Rules 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 terms of the Rights
Offer and their entitlement to Rights applying accordingly.
3. Dilutionary Impact
3.1 The dilutionary impact of the Rights Offer on a
Shareholder will depend on the extent of that
Shareholder’s participation in the Rights Offer as well as
that of other Shareholders and investors. If a Shareholder
did not (or was ineligible to) exercise their Rights at all, or
sold their Rights, their percentage shareholding in AGL
would be significantly diluted as a result of the Rights
Offer.
3.2 The table below shows the potential dilutionary impact
of the Rights Offer on a hypothetical Shareholder who
holds 100,000 shares in AGL, under different levels of
Shareholder participation in the Rights Offer, and in two
scenarios (being a Rights Offer that raises the Minimum
Amount and a Rights Offer that raises $6.7 million).
No expected material change in voting control from issue to
Related Parties
3.3 AGL is not expecting that the issue of New Shares to
Related Parties (excluding the Hull Family Trust per its
commitment) will change the voting control of AGL or the
governance and management of AGL itself. This is due
to the relatively small expected allocation of Remaining
Shortfall Shares to these persons, which at present is
only the Committed Related Party Subscription, and their
current small shareholding being:
a. 280,007 existing shares (0.81% of voting rights) for
Simon Bennett (Chairman and Independent Director),
who would subscribe for his pro-rata allocation of
Rights;
b. 10,000 existing shares (0.03% of voting rights) for
Nick Simcock (Independent Director), who would
subscribe for his pro-rata allocation of Rights;
c. 632,016 existing shares (1.82% of voting rights) for
Jason Cherrington (CEO)
9
, who would subscribe for
his pro-rata allocation of Rights and approximately
$80,000 worth of Remaining Shortfall Shares; and
d. Rod Hyde (CFO) who has no existing shares, but
has committed to subscribe for $30,000 worth of
Remaining Shortfall Shares.
3.4 None of the other Related Parties have any shares in AGL.
3.5 The impact of the Hull Family Trust’s (as a Related Party)
subscription is described under the risks section (see
paragraphs 9.8 to 9.11 below).
4. Bank Facility
4.1 As at 31 March 2026, AGL would owe approximately
$32 million under its facility with ASB Bank Limited (ASB),
which matures in April 2027. AGL currently is and expects
to remain in compliance with its financial covenants.
However, if the Rights Offer does not proceed (whether
because Resolution 1 is not passed or the Minimum
Amount is not raised), then ASB may trigger an event of
review under AGL’s facility with ASB. See paragraph 8
below for further information as to the consequences
under the facility with ASB, should the Rights Offer
not proceed.
CurrentNo
Participation
Pro Rata
Entitlement
AGL shares owned100,000100,000226,900
$5m raised:
AGL shares on issue35,125,54268,458,87668,458,876
% of AGL owned0.285%0.146%0.331%
$6.7m raised
AGL shares on issue35,125,54279,699,85479,699,854
% of AGL owned0.285%0.125%0.285%
9
This consists of 500,000 restricted shares held by the CEO and
132,016 ordinary shares held by Jennifer Cherrington-Mowat on bare
trust for the CEO.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING14
4.2 In view of the Rights Offer, AGL has agreed an
amendment to its facility agreement with ASB to provide
for more favourable covenants and an extension to
April 2028, conditional on the Rights Offer successfully
completing and debt to ASB being reduced by at least
the Minimum Amount (less transaction fees). Under the
amended facility, AGL will need to agree with ASB any
dividend payment while the EBITDA to net debt ratio is
greater than 2.5x.
4.3 The agreed covenants, in AGL’s view, give it appropriate
headroom as trading steadily improves in line with AGL’s
expectations as to economic recovery.
5. Use of Proceeds
5.1 Proceeds from the Rights Offer will be used to pay down
AGL’s debt.
6. AGL after the Rights Offer
6.1 Following the Rights Offer, AGL is not expecting to
change its strategy or its operations as communicated
at the August 2025 AGM and Half Year trading update in
November 2025. The Rights Offer is being conducted to
reduce debt, noting it will also give AGL access to more
favourable bank covenants.
6.2 AGL will therefore continue to focus on increasing
operating efficiency, maximising profitable revenue and
being disciplined with its cost base to seek to operate
profitably at current activity levels and to maximise the
benefit from any rebound in the labour market if and
when that occurs.
6.3 From this perspective, if AGL raises between the
Minimum Amount and $6.7m, the FY27 and FY28
estimated performance described in paragraph 7 below
will not materially change. Although a number of factors
could impact these estimates, as explained in paragraphs
7 and 9 below, the most significant determinant of AGL’s
future performance is a steady recovery in economic
activity and therefore labour market activity.
6.4 The Board and AGL Management are focused on
reaching a level of profitability and debt that will enable a
return to paying dividends.
Financial Impact of the Rights Offer
6.5 As at 31 March 2026, AGL would owe approximately $32
million to ASB and has cash and cash equivalents of
approximately $1.4 million.
6.6 Following completion of the Rights Offer, AGL is
expected to have net debt of between $24.6m and
$26.3m, which would correspond to an expected net
debt to LTM EBITDA ratio of between 14.79 and 15.82
respectively. This reduction reflects between $5m and
$6.7m being raised.
Amount Raised$5.0 million raised$6.7 million raised
As at:
($m unless stated)
31 Mar 2630 May 2631 Mar 2731 Mar 2831 Mar 2630 May 2631 Mar 2731 Mar 28
Net Debt30.5 26.3 25.021.530.5 24.6 23.2 19.7
LTM EBITDA
(see below)
1.31.7 3.2 6.91.3 1.73.2 6.9
Net Debt/
LTM EBITDA
23.0x 15.8x 7.8x 3.1x 23.0x 14.8x 7.2x 2.9x
AGL’s Forecast Net Debt and Leverage

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING15
7. Outlook for AGL
AGL Current trading FY26
7.1 After two years of market contraction and targeted
right-sizing and cost reduction initiatives – implemented
while preserving the capability and capacity needed
for recovery – AGL is well positioned to grow. AGL is
predicting an improvement in earnings for FY26 along
with an improvement in cash from operating activities.
7.2 In the executive search market, AGL is expecting to
have delivered strong year on year top and bottom-line
growth in FY26 whilst future proofing the business unit’s
capability beyond the original founders.
7.3 The blue-collar sector profitability is also estimated to
have grown year on year, capitalising on growth in AGL’s
temps per day across civil and infrastructure clients
and increased efficiency in its systems and processes.
Notably, AGL has been able to maximise the opportunity
afforded by the growth seen in regional New Zealand.
7.4 Set out in the table below is AGL’s estimate for FY26.
Outlook FY27 and FY28
7.5 Over the next 18 months, AGL is expected to operate
in a gradually improving but uneven labour market.
Economic indicators point to a recovery that is gaining
traction, with rising consumer and business confidence,
the services sector returning to expansion, and job
advertising volumes ending last year higher than
expected. Hiring momentum is, as expected, lagging this
broader recovery, with unemployment at its highest level
in a decade and employment intentions dipping slightly
in early 2026. Wage growth has flattened, signalling the
end of the sharp increases of recent years, yet inflation
risks remain – creating the potential for renewed salary
pressure and more active candidate behaviour later in
the year. Mid FY27 is expected to mark a turning point as
hiring is expected to pick up, but this will be tempered
by pronounced skills mismatches, especially at entry
level, where competition remains intense and jobseekers
continue to outnumber available roles.
7.6 The outlook will vary significantly by sector, creating both
opportunities and challenges – those with a broad spread
of capability across all recruitment sectors are expected
to have greater ability to maximise the opportunities
as they arise. In the blue collar sector, construction,
infrastructure and civil works are strong growth areas for
job ads and showing the recovery is favouring large, well
capitalised firms over smaller operators.
7.7 Retail sector remains highly polarised, with a wave of
store closures contrasting with pockets of rapid hiring
from high-performing brands. Public sector cuts continue
to reshape the Wellington market, reducing both demand
and associated white collar private-sector activity.
Certain sectors remain constrained by labour shortages
along with those impacted by long term skills shortages.
While slowing net migration should ease candidate
competition, ongoing outbound migration of New
Zealanders adds further complexity.
7.8 In the executive search space, it is expected more
change will eventuate at executive and board level as
organisations position for a growth mindset shift during
economic recovery, after the last few years of contraction
and entrenchment.
7.9 Overall, recruitment companies that are able to pivot
toward growth industries, provide targeted skills-
matching solutions, and support employers navigating job
design, will be best positioned as conditions strengthen
through late 2026 and into 2027.
7.10 Our expectations of an improving economy are
reflected in our higher estimated EBITDA for FY27 as
set out below, and beyond that in FY28. However, this
remains largely dependent on the pace of growth of
the economy and therefore labour market. For example,
the current geopolitical risks and heightened energy
cost environment could adversely impact the degree or
timing of economic recovery, but the actual impact of this
remains to be seen. See paragraph 9.1(a) below for more
information on this risk factor.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING16
Amount RaisedFY25 Actual ($m)FY26 Estimate ($m)FY27 Estimate ($m)FY28 Estimate ($m)
Total Revenue165.2163.0193.3228.0
Total EBITDA (Pre IFRS 16)(0.96)1.33.26.9
Cash from Operating Activities(0.65)(0.18)2.55.5
7.11 Financial Outlook
Key assumptions
Key assumptions underpinning the estimates into FY27 and
beyond include the following:
7.12 Estimates for FY27 and beyond have been developed
using the key operating input metrics for each of AGL’s
segments (blue and white collar). Current run rates have
been reviewed and adjusted based on an expected
gradual improvement in economic conditions in New
Zealand and, consequently, in the labour market.
7.13 It is anticipated Blue collar segment will continue the
steady growth it has provided as per the last two years in
areas of the economy that have proven to be more fruitful
compared to broader market conditions. The timing
of additional public holidays across FY27 and FY28,
results in higher labour-related costs that have also been
taken into consideration. As industry continues to build
on rising consumer confidence and planned civil and
infrastructure projects gain momentum throughout FY27,
it is assumed that FY28’s run rate will be off a stepped
up revenue level. In our scale Blue collar business, any
revenue and margin generated beyond what’s required
to cover operating expenses flows directly to the bottom
line, and this leveraging capability is also estimated to
have a greater impact in the outer years.
7.14 The White collar segment, which has been more
challenged in recent years (with the exception of
Executive Search), is expected to grow faster as the
economy recovers. Current run rates, pipeline reviews,
and analysis of key industry sectors together inform the
revenue estimates for FY27. This includes growth across
Contractors (recurring revenue), retention and growth
of our Contingent offering, and Permanent placements
that deliver high margins. The use of contractors has
started to modestly climb after the significant cuts in
the public sector and squeezed margins in the private
sector of the last two years. In an upward economy, it is
no longer sustainable for organisations to get by with
smaller headcount. Replacements of vacant positions are
no longer delayed, and furthermore additional roles are
created. For candidates, improving consumer confidence
– supported by controlled inflation and stable interest
rates – boosts their willingness to change roles, which in
turn drives continued demand from clients.
7.15 Whilst operating expenses have been right sized over
the past two years in response to challenging trading
conditions, they are expected to increase modestly in
FY27, in line with our revenue growth estimates.
7.16 It is assumed finance costs covering bank line fees and
interest costs will reduce by approximately $500,000,
driven by the reduction in current debt and improved
trading performance, supporting a further approximately
$1m reduction during FY27.
7.17 Planning for FY27 and beyond assumes all available free
cashflow is purposed towards debt reduction.
7.18 Accordant Group is not an asset intensive group of
businesses and hence capital expenditure continues
to remain at minimal levels in financial projections.
Depreciation will fluctuate modestly in relation to modest
capital additions for items such as laptop renewals.
Amortisation will decline as intangible assets reach the
end of their amortisation periods.
8. AGL if the Rights Offer does not proceed
8.1 If Shareholder approval for Resolution 1 is not obtained
or the Minimum Amount is not raised, the Rights Offer
will not proceed. Consequently, AGL will retain its current
levels of high debt, and associated interest cost burden.
AGL will also not obtain the facility extension to April
2028 or the more favourable terms noted in paragraph 4
above.
8.2 While ASB has been supportive over many years and
especially the last two years of difficult trading, there
is obviously no guarantee this will continue indefinitely.
Importantly, if the Rights Offer does not proceed, it
would allow ASB to trigger an event of review under
AGL’s facility with ASB. Depending on the action taken
by ASB, this could result in significant adverse effects on
AGL’s financial position, performance and standing in the
market.
8.3 An event of review allows ASB to give notice to AGL
requiring AGL to discuss in good faith with ASB for a
period of 30 days whether there are mutually satisfactory
terms on which the facility may be continued. If this
cannot be achieved, ASB would be entitled to take action
to accelerate the enforcement of its rights by requiring
the repayment of the debt owed to it after 60 days’
notice.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING17
8.4 The event of review process would therefore involve
discussing with ASB alternative methods of reducing
debt, which could include potentially costly refinancing
or repayment options. This may be more expensive
debt, asset sales that would likely be distressed, or
an alternative capital raising which may have a higher
discount. As noted above in paragraph 1, many of these
were the sub-optimal options discounted by the Board in
favour of the Rights Offer.
8.5 If agreement cannot be reached and ASB exercises its
rights it full, then AGL’s non-current debt of approximately
$32m would become current debt (which would also
occur if ASB decided not to renew the facility). ASB has
not indicated that it would do this, but it is within their
rights to do so. Therefore, AGL would then need to action
one or more of the options in paragraph 8.4 to repay the
debt.
8.6 Even if ASB did not take enforcement action and allowed
the status quo to remain under an extended debt facility,
AGL would continue to have its current and undesirable
high debt level. Absent a different form of capital raising
or asset sales, AGL would be reliant on improved trading
only to reduce debt. This is dependent on a steadily
recovering economy, and therefore labour market, of
which timing and degree is not certain. This process
would take time and therefore would prolong AGL’s
current pausing of dividend payments.
9. Key risks
9.1 Investments in shares, including AGL shares as
contemplated by the Rights Offer, have risks. The key
risks of investing in AGL shares are:
a. Timing and degree of economic recovery: the most
significant risk to AGL’s performance is the activity in
the labour market linked to economic recovery (with
AGL’s white collar segment being more exposed than
its blue collar segment), as the strength of demand
for labour dictates the demand for AGL’s services
and therefore its financial position and performance.
In AGL’s experience, activity in the labour market is
strongly correlated with broader economic activity.
Therefore, if economic recovery does not occur to
the degree or timing expected by AGL, its financial
performance and position could materially suffer
(including from that estimated for FY27 or beyond). For
example, the current geopolitical risks and heightened
energy cost environment could impact the degree or
timing of economic recovery, but the actual impact
of this remains to be seen. AGL, of course, cannot
influence economic recovery, and therefore its ability
to mitigate this risk is largely in the form of controlling
costs, driving efficiency and retaining its capability
and talent to compete for and grow business.
b. Debt level: AGL will still have a meaningful level
of debt following the capital raise. The proposed
rights issue is seeking to raise between $5m and
approximately $6.7m and the proceeds will be used
to repay a portion of existing debt. While this will
reduce AGL’s debt level, its business will still have a
high earnings to debt ratio (see paragraph 6.6 above).
As AGL operates in a sector closely tied to economic
recovery, the pace of recovery could take longer and
potentially result in a need for further capital injection
or refinancing of banking facilities. Of course, the
more that is raised under the Rights Offer, the more of
a buffer AGL would have against a longer recovery.
c. Majority shareholder: AGL has a majority shareholder.
Consequently, as noted below in paragraphs 9.8 to 9.11
below, the ability of other Shareholders to influence
the governance of AGL through their shareholding
is limited, and a takeover offer or scheme for
control of AGL cannot proceed without the majority
shareholder’s approval. Liquidity may also be more
limited (see risk below in paragraph 9.7).
9.2 The risks outlined below specifically relate to the key
risks identified in relation to the Resolutions. While these
are risks that need to be managed, AGL considers that
greater risks are posed to AGL by not proceeding with the
Rights Offer now (as set out in paragraph 8 above).
9.3 Further discussion of the risks to Shareholders of the
Rights Offer, as well as more general risks affecting AGL’s
business, are considered in the Independent Report by
Simmons Corporate Finance included in Appendix 2.
The Rights Offer may not complete
9.4 Completion of the Rights Offer is subject to Shareholder
approval of Resolution 1 outlined in Section 5 of this
Notice of Meeting, and the Minimum Amount being
raised. If Shareholders do not approve Resolution 1 or the
Minimum Amount is not raised, the Rights Offer will not
proceed.
9.5 The consequences of the Rights Offer not proceeding
are explained in paragraph 8 above.
9.6 If Resolution 2 is not approved, Related Parties will not be
able to participate in the Rights Offer if not permissible
by law. Therefore, the amount raised under the Rights
Offer may be lower, and the Minimum Amount may not
be raised. If the Minimum Amount is not raised, the Rights
Offer will be withdrawn with the same effects on AGL as
if Resolution 1 was not passed.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING18
Liquidity in AGL’s shares may not increase as a result of the
Rights Offer
9.7 Under the Rights Offer, AGL may issue a large amount of
New Shares. However, depending on which parties take
up their Rights, and how many existing Shareholders take
up their Rights, the majority of these New Shares could
be taken up by large existing Shareholders. As a result,
the Rights Offer may not result in a significant increase in
liquidity or the ability for Shareholders to sell their shares
should they wish.
The Hull Family Trust’s majority shareholding may increase,
along with an increase in its ability to influence special
shareholder resolutions
9.8 The exact percentage of voting rights held and controlled
by the Hull Family Trust on completion of the Rights Offer
will depend on subscription by the Hull Family Trust and
other persons, but it could be anywhere between 50.27%
and 72.92%.
9.9 In this respect, as the Hull Family Trust is already the
majority Shareholder, the Hull Family Trust will continue
to be able to carry or reject any ordinary resolution, on
which it is entitled to vote, including to appoint additional
directors (independent or non-independent) to, or
remove any director from, the Board (subject to the need
to maintain at least two independent directors under
the NZX Listing Rules). The voting restrictions in the NZX
Listing Rules and Takeovers Code will continue to apply
to the Hull Family Trust.
9.10 The Hull Family Trust will also continue to have a major
influence over any special resolution passing and can
veto any such resolution, which require approval of at
least 75% of Shareholders entitled to vote and voting.
The degree of influence on passing a special resolution
would increase with the Hull Family Trust’s voting control.
Consequently, the proportionate voting rights controlled
by other Shareholders would decrease.
9.11 Finally, the Hull Family Trust will continue to be able to
determine the outcome of any takeover or scheme of
arrangement for control of AGL and be allowed to further
increase its percentage holding or control of voting
rights in AGL by ‘creeping’ up to 5% each year under the
Takeovers Code. This means that the Hull Family Trust
could acquire shares in AGL carrying not more than 5% of
AGL’s voting rights each year, for example by buying on-
market on NZX, less any increase in voting rights acquired
under the Rights Offer or otherwise in the current 12
month period. Therefore, in the future it could obtain
more than 75% of the voting rights in AGL.
AGL will still have a meaningful level of debt following the
Rights Offer
9.12 The Rights Offer seeks to raise up to approximately $6.7
million and the proceeds will be used to repay a portion
of AGL’s existing debt. While this will significantly reduce
AGL’s debt level, AGL expects to still have a net debt level
of between $24.6 – $26.3 million immediately following
the Rights Offer. See the ‘Debt level’ risk at paragraph
9.1(b) above for more information.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING19
Dear Shareholder
We invite you to join us for a special meeting of Shareholders
(the Special Shareholders’ Meeting) of Accordant Group
Limited, to be held online on 16 April 2026 at 3.30pm (NZT).
Online attendance at the Special Shareholders’ Meeting is
through www.virtualmeeting.co.nz/aglsm26. To participate
online you will need your shareholder number for verification
purposes. Your shareholder number can be found on your
Voting/Proxy Form.
The business of the Special Shareholders’ Meeting will be
to consider and, if thought appropriate, pass the ordinary
resolutions set out below (the Resolutions).
Further information relating to the Resolutions is set out in
the Explanatory Notes in Section 6 of this Notice of Meeting.
Please read and consider the Resolutions together with the
Explanatory Notes.
Business of the Special Shareholders’ Meeting
1. The Hull Family Trust’s participation – Ordinary Resolution 1
To consider and, if thought appropriate, pass the following
ordinary resolution:
That, the issuance of up to 31,431,983 New Shares to
Simon Alexander Hull and David John Graeme Cox as
trustees for the S.A. Hull Family Trust No. 2 (Hull Family
Trust) for $0.15 per New Share pursuant to the Rights
Offer, where such issue will cause the Hull Family Trust, as
holders and controllers of more than 20% of AGL’s voting
rights, to increase such holding and control, as described
in the Notice of Meeting dated 30 March 2026, be
approved under Rule 7(d) of the Takeovers Code.
This resolution requires approval as an ordinary resolution
under Rule 7(d) of the Takeovers Code. See Explanatory Note 1
in Section 6 “Explanatory Notes”.
2. Related Parties’ participation – Ordinary Resolution 2
To consider and, if thought appropriate, pass the following
ordinary resolution:
That, subject to Ordinary Resolution 1 being passed, the
issuance of New Shares to one or more Related Parties for
$0.15 per New Share pursuant to the Rights Offer, up to the
number of Remaining Shortfall Shares required to reach
the Minimum Amount and, if greater, an additional number
of Remaining Shortfall Shares to satisfy the Committed
Related Party Subscription, as described in the Notice
of Meeting dated 30 March 2026, be approved for all
purposes, including under NZX Listing Rule 5.2.1.
This resolution requires approval as an ordinary resolution
under NZX Listing Rule 5.2.1. See Explanatory Note 2 in Section
6 “Explanatory Notes”.
5
NOTICE OF SPECIAL
SHAREHOLDERS’ MEETING

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING20
Notes
1. Independent Directors’ recommendation to approve
Resolution 1
The Independent Directors, being all of the Directors except
Simon Hull, support fully the Rights Offer, including the Hull
Family Trust’s participation in the Rights Offer, and recommend
that Shareholders vote in favour of Resolution 1.
Given Simon Hull’s connection with the Hull Family Trust
as a trustee (and beneficiary), he abstained from making a
recommendation. However, he considers the Rights Offer to be
in the best interests of AGL and supports it.
The Independent Directors’ reasons for recommending this
approval include:
• The Board has assessed the options to reduce AGL’s debt
level, including capital raising, ongoing trading, asset sales
and refinancing debt. For the reasons noted in paragraph
1 of Section 4, the Board did not pursue the other options,
and concluded that while it expects economic conditions
and therefore the labour market to improve, there is
uncertainty as to timing and degree and so it is imperative
to raise capital now.
• The capital raising will reduce debt, which the Board
considers too high in light of the current financial position
and performance of AGL.
• The reduction in debt will enable AGL to extend and obtain
better terms on its bank facility, including as to covenants,
and not risk triggering an event of review. Further, it will
provide AGL time to improve profitability through a period
of economic recovery.
• In the Board’s view, the Rights Offer represents the only
executable outcome for AGL’s Shareholders that the Board
considers is in their best interests currently, particularly
given a need to reduce its debt levels.
• The Rights Offer structure is pro-rata and allows all
eligible Shareholders the opportunity to maintain their
current percentage interest in AGL. The Hull Family Trust
is subscribing on the same terms and would only increase
their percentage shareholding and control of voting rights
if other Eligible Shareholders do not participate.
• The Hull Family Trust is AGL’s existing majority Shareholder,
and therefore it already has significant control over AGL.
As such the potential increased shareholding is unlikely to
result in a meaningful change in the control of AGL, noting
that the Board does not expect the Hull Family Trust’s
holding and control of voting rights to increase to 72.92%.
No changes to the Board or management are expected,
noting that Simon Hull is already on the Board, and the
independent directors value his input as founder of AGL.
2. Directors’ recommendation to approve Resolution 2
The Directors unanimously recommend that Shareholders
approve Resolution 2.
The Directors reasons for this recommendation are:
• The funds raised from the Rights Offer are needed to
reduce debt for the reasons noted above.
• The participation of Related Parties is only to the extent
that no other parties can be found to take up Shortfall
Shares and if needed to reach the Minimum Amount and
thereafter to accommodate Committed Related Party
Subscription. The terms of subscription are the same for all
other applicants, except for second lowest priority being
given to Related Parties (excluding the Hull Family Trust),
with their applications being scaled pro rata if required,
and the last priority being given to the Hull Family Trust
to take up Remaining Shortfall Shares (if any) to reach
the Minimum Amount after the other Related Parties have
subscribed for and been allocated Remaining Shortfall
Shares.
• Given the extent of Related Party (excluding the Hull Family
Trust per its commitment) participation, and the Hull Family
Trust’s existing voting control (see above), no change to
the control or governance and management of AGL is
expected.
It is noted that all Directors could potentially subscribe as
Related Parties, but give this recommendation as they are not
prohibited from voting to approve the issue of New Shares as a
Board per NZX Listing Rule 2.10.2. The Directors also consider
this appropriate given the terms of subscription are the same
as for other applicants except their junior ranking for allocations
under the Shortfall Facility.
3. Conclusion from Independent Report
AGL has commissioned Simmons Corporate Finance, as
independent adviser, to prepare the Independent Report on the
merits of the Rights Offer.
Simmons Corporate Finance is independent of AGL, the Hull
Family Trust, Simon Hull, and each of the Related Parties, and
has had no involvement with, or interest in, the outcome of the
Rights Offer.
Simmons Corporate Finance issued its Independent Adviser’s
Report and Appraisal Report to the non-associated AGL
Directors, for the benefit of the non-associated Shareholders,
to assist them in forming their own opinion on whether to vote
for or against the Resolutions.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING21
The Independent Report by Simmons Corporate Finance
concludes that, after having regard to all relevant factors:
• the positive aspects of the allotment of New Shares to the
Hull Family Trust outweigh the negative aspects from the
perspective of the Shareholders that are not associated
with the Hull Family Trust; and
• the terms and conditions of the allotments of New Shares
to Related Parties are fair to AGL’s shareholders not
associated with the Related Parties.
These are only some of the conclusions reached in the
Independent Report, and the Board recommends that you read
the Independent Report attached as Appendix 2.
4. How to cast your vote
You, or your proxy, may vote either for or against, or abstain
from voting on the Resolutions. You can also give your proxy
discretion as to how to vote. You may cast your vote in one of
two ways:
a. Attend the special meeting online and vote
You can attend the meeting via the online platform
(www.virtualmeeting.co.nz/aglsm26) to exercise your vote
at https://nz.investorcentre.mpms.mufg.com/voting/AGL.
b. Proxy appointment
If you wish to appoint a proxy, you can complete the
enclosed Voting/Proxy Form and return it online, by email,
or by post in accordance with the instructions on the
Voting/Proxy Form, so that in each case, your Voting/Proxy
Form is received by MUFG Pension & Market Services no
later than 3.30pm (NZT) on 14 April 2026.
Shareholders can elect to lodge their proxy appointment
online at https://nz.investorcentre.mpms.mufg.com/
voting/AGL. Shareholders can either visit the website or
use the QR code printed on the Voting/Proxy Form.
To vote online you will be required to enter your CSN/
Holder Number and FIN. To appoint a proxy, select your
preferred voting method and follow the prompts online.
If you select a proxy to vote on your behalf, and you confer
on the proxy a discretion on the Voting/Proxy Form, you
acknowledge that the proxy may exercise your right to vote
at his or her discretion and may vote as he or she thinks fit
or abstain from voting. Note that if you do not tick any box
on the Voting/Proxy Form, then the proxy may vote as he/
she thinks fit or abstain from voting, in the same manner
as if they were conferred discretion to vote. Discretionary
proxies given to persons disqualified from voting will not
be valid, and such persons will be ineligible to vote on
relevant motions from the floor as the discretionary proxies
are not valid.
You may appoint the Chair of the Special Shareholders’
Meeting as your proxy if you wish. The Chair will vote
discretionary proxies in favour of Resolution 1 and will
abstain from voting on Resolution 2, as he is not eligible
to vote in favour of Resolution 2. If you appoint the Chair
of the Special Shareholders’ Meeting as your proxy, but
do not direct the Chair how to vote on a Resolution, the
Chair will vote your shares in favour of Resolution 1, and will
abstain in respect of Resolution 2.
If you do not name a proxy in the Voting/Proxy Form but
otherwise complete the Voting/Proxy Form in full, or your
named proxy does not attend the Special Shareholders’
Meeting, the Chair will act as your proxy. The Chair will
only vote in accordance with your express directions, and
if given express discretion to vote, will vote in favour of
Resolution 1 and will abstain from voting on Resolution 2.
The Chair is not eligible to vote in favour of Resolution 2
under NZX Listing Rule 6.3.1.
A corporation which is a Shareholder may appoint a person
to attend the Special Shareholders’ Meeting on its behalf in
the same manner as that in which it can appoint a proxy.
A proxy does not need to be a Shareholder.
5. Shareholder questions
Shareholders may submit written questions to be considered at
the Special Shareholders’ Meeting.
Prior to the Special Shareholders’ Meeting, written questions
can be submitted online at https://nz.investorcentre.mpms.
mufg.com/voting/AGL and completing the online validation
process, or by using the Voting/Proxy Form. Questions will
need to be submitted by 3.30pm on 14 April 2026.
During the online Special Shareholders’ Meeting, Shareholders
can ask questions online by clicking on the ‘Ask a question’ box
on the online portal.
The Board will endeavour to address and answer questions at
the Special Shareholders’ Meeting.
6. Webcast
If you are unable to attend the meeting, a full replay of the
webcast will be available and can be accessed online at
https://accordant.nz/category/nzx-announcements/
meeting.
7. Procedural notes
Voting entitlements for the Special Shareholders’ Meeting will
be determined as at 7.00 (NZT) on 14 April 2026. Shareholders
at that time will be the only persons entitled to vote at the
Special Shareholders’ Meeting and only the shares registered
in those Shareholders’ names at that time may be voted at the
Special Shareholders’ Meeting.
The Resolutions will be voted on by way of a poll, in
accordance with NZX Listing Rule 6.1.1. Results of the voting will
be available after the conclusion of the Special Shareholders’
Meeting and will be notified on the NZX Main Board.
On behalf of the Board,
Simon Bennett
Independent Chair

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING22
1. Introduction
1.1 The special meeting of Shareholders of AGL is being
called for the purpose of considering the Resolutions
relating to the Rights Offer, which may result in the issue
of up to 31,431,983 New Shares to the Hull Family Trust
that could increase its shareholding and control of voting
rights in AGL up to 72.92%, and the issue of New Shares
to Related Parties.
2. Independent Report
2.1 This Notice of Meeting is accompanied by an
Independent Report. The Independent Report is required
by:
a. Rules 16(h) and 18 of the Takeovers Code because, as
a result of the allotment of New Shares, the Hull Family
Trust’s shareholding and control of voting rights in AGL
may increase. Such an increase requires compliance
with the Takeovers Code, which in this case is by way
of Shareholders’ approval; and
b. NZX Listing Rule 7.8.8, as a result of the potential issue
of New Shares to Related Parties under the Shortfall
Facility, if needed to reach the Minimum Amount
and thereafter to accommodate Committed Related
Party Subscription, which may become a “material
transaction” under the NZX Listing Rules. Such an
issuance requires Shareholders’ approval under the
NZX Listing Rules.
2.2 The Takeovers Code requires that where Shareholders
are being asked to give their approval under Rule 7(d)
of the Takeovers Code, the directors must obtain a
report from an independent advisor on the merits of
the proposed allotment having regard to the interests of
those persons who may vote to approve the allotment
(which, in this instance, is all of the Shareholders of AGL
except the Hull Family Trust and their associates).
2.3 The NZX Listing Rules require that a notice of meeting
to approve a related party transaction under NZX Listing
Rule 5.2.1 must be accompanied by an appraisal report,
prepared by an independent advisor, which (amongst
other things) states the appraiser’s opinion as to whether
or not the terms and conditions of the proposed
transaction are fair to the Shareholders (other than the
Related Parties and their associates).
3. Nature of Resolutions
3.1 The Resolutions which are to be considered at
the Special Shareholders’ Meeting are all ordinary
resolutions. An ordinary resolution is a resolution passed
by a simple majority of votes of Shareholders who are
entitled to vote and are voting on the resolution (see
below for voting restrictions).
4. Consequences if Resolutions are not passed
4.1 The passing of Resolution 1 provides AGL with authority
to implement the Rights Offer as contemplated. If
Resolution 1 is not passed or the Minimum Amount is not
raised, the Rights Offer will not proceed. See paragraph 8
of Section 4 for more detail.
4.2 If Resolution 2 is not passed, Related Parties will not
be able to participate in the Shortfall Facility unless it
is permissible by law (including the NZX Listing Rules).
Therefore, the amount raised under the Rights Offer may
be lower, and the Minimum Amount may not be raised. If
the Minimum Amount is not raised, the Rights Offer will be
withdrawn with the same effects on AGL as if Resolution 1
was not passed.
5. Explanatory Note 1 – Resolution 1
– The Hull Family Trust’s Participation
5.1 The Takeovers Code applies to AGL because it is a ‘code
company’. AGL is a code company as it is a listed issuer
that has financial products that confer voting rights
quoted on a licensed market (i.e. its ordinary shares).
5.2 Under Rule 6 of the Takeovers Code, a person who holds
or controls 20% or more of the voting rights in a code
company may not become the holder or controller of an
increased percentage of the voting rights in the code
company.
5.3 There are a number of exceptions to this rule, including
where a person becomes the holder or controller of
voting rights in a code company by an allotment of
shares that has been approved by an ordinary resolution
pursuant to Rule 7(d) of the Takeovers Code.
5.4 For the reasons explained in paragraphs 2.13 to 2.22,
Shareholders’ approval is being sought for the issue of up
to 31,431,983 New Shares to the Hull Family Trust under
the Rights Offer and the resulting potential increase in its
percentage of the total voting rights in AGL up to 72.92%.
6
EXPLANATORY NOTES

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING23
5.5 If Resolution 1 is approved, the issue of New Shares to the
Hull Family Trust will therefore be permitted under Rule
7(d) of the Takeovers Code as an exception to Rule 6 of
the Takeovers Code.
5.6 The information required under Rule 16 and Schedule 5 of
the Takeovers Code is set out in Appendix 1.
6. Voting Restrictions
6.1 All Shareholders other than the Hull Family Trust and its
associates will be entitled to vote on the Resolution. The
Hull Family Trust and its associates (which include the
Associated Shareholder) will not be entitled to vote or act
as a discretionary proxy for other Shareholders.
7. Explanatory Note 2 – Resolution 2
– Related Parties’ Participation
7.1 NZX Listing Rule 5.2.1 provides that AGL must not enter
into a “Material Transaction” if a “Related Party” (as such
terms are defined in the NZX Listing Rules) is, or is likely
to become:
a. a direct party to the Material Transaction; or
b. a beneficiary of a guarantee or other transaction
which is a Material Transaction,
unless that Material Transaction is approved by an
ordinary resolution of Shareholders or conditional on
such approval.
7.2 The Rights Offer is being conducted under NZX Listing
Rule 4.3.1. Under this Rule, AGL may issue New Shares
if they are offered to existing holders of AGL’s equity
securities, on a basis which, if the offer were fully
accepted, would maintain the proportionate voting and
distribution rights of each holder (subject to rounding
and exclusion of overseas Shareholders to whom it is
unduly onerous to extend the offer). The Shortfall Facility
is being conducted under NZX Listing Rule 4.4.1(a). In
summary, this Rule allows AGL to issue Shortfall Shares
provided that allotment occurs within 3 months of the
Closing Date and the price, terms and conditions are not
materially more favourable to the applicants for such
Shortfall Shares than to Eligible Shareholders for New
Shares under their Rights.
7.3 Related Party participation in the Rights Offer for their
pro-rata entitlement does not require Shareholders’
approval under NZX Listing Rule 5.2.1 as Related Parties
have the opportunity to receive the same benefit as all
Shareholders, per NZX Listing Rule 5.2.2(b). However, as
the participation and allocation of Shortfall Shares under
the Shortfall Facility is not equally made available for all
Shareholders (given limited eligibility and AGL’s discretion
on allocation), NZX Listing Rule 5.2.2(b) does not apply.
7.4 The Shortfall Facility may be a “Material Transaction” if
the number of Shortfall Shares offered exceed the value
of 10% of AGL’s average market capitalisation, which
is approximately $1m on 27 March 2026. The Related
Parties would be direct parties to the Shortfall Facility,
given that some or all could subscribe for the Remaining
Shortfall Shares, with the CEO and CFO committing
to do so. They are “Related Parties” of AGL under the
NZX Listing Rules, given their roles as directors, senior
managers and significant shareholders.
7.5 While it is possible that these persons will not subscribe
for Shortfall Shares (as priority will be given to Initial
Shortfall Subscribers as described further in Section 4
of this Notice of Meeting, and there may therefore be no
Remaining Shortfall Shares) or that the Shortfall Facility
may not be a Material Transaction, this is not yet known.
7.6 Accordingly, participation by the Related Parties in the
Rights Offer is being approved by the Shareholders in
accordance with NZX Listing Rule 5.2.1, to provide for this
eventuality. The theoretical maximum amount that Related
Parties could subscribe for is approximately $5.1m.
However, outside the Hull Family Trust’s commitment,
AGL only has commitments for approximately $110,000
from Related Parties under the Shortfall Facility (from the
CEO and CFO).
7.7 Given the relatively small amounts that could be raised
from Related Parties (other than the Hull Family Trust per
its commitment), the Rights Offer is not conditional on
Resolution 2 being passed.
7.8 If Resolution 2 is not passed then, if the Shortfall Facility
is a Material Transaction under the NZX Listing Rules, the
Hull Family Trust will not be able to apply for any Shortfall
Shares as with any other Related Party. Therefore, the Hull
Family Trust would only be able to apply up to its pro-rata
entitlement, and not the full number of New Shares for
which approval is sought under Resolution 1.
8. Voting Restrictions
8.1 Any Shareholder that is a Related Party, and any
Shareholder who is an “Associated Person” of a Related
Party (as that term is defined in the NZX Listing Rules) is
not entitled to vote in favour of Resolution 2 or to act as a
discretionary proxy for other Shareholders. This includes
the Hull Family Trust, the Associated Shareholder, each of
the Directors, Jason Cherrington and Rod Hyde.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING24
AGLmeans Accordant Group Limited (NZCN 1595154)
Approved Shortfall Investorsmeans persons who are not Related Parties and who AGL, in its discretion, invites to apply, or otherwise
approves an application from, for Shortfall Shares
Associated Shareholder Antoinette Edmonds
Boardmeans the board of directors of AGL
Class Exemptionmeans the Takeovers Code (Class Exemptions) Notice (No 2) 2001
Closing Datemeans 5.00pm (NZT) on 6 May 2026, being the date that applications (with payment) must be received by
the Share Registrar to participate in the Rights Offer
Companies Actmeans the Companies Act 1993 (New Zealand)
Committed Related Party
Subscription
means a number of Remaining Shortfall Shares having an aggregate value at the Issue Price per Remaining
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).
Directorsmeans the directors of AGL.
Eligible Shareholdermeans a Shareholder who is not AGL and who, as at 7.00pm (NZT) on the Record Date is located in/has a
registered address in New Zealand and, 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
Hull Family Trustmeans Simon Alexander Hull & David John Graeme Cox, as trustees for the S.A. Hull Family Trust No. 2
Independent Reportmeans the independent adviser’s report and independent appraisal report prepared by Simmons
Corporate Finance that accompanies this Notice of Meeting as Appendix 2
Ineligible Shareholdermeans a Shareholder other than an Eligible Shareholder
Initial Shortfall Subscribersmeans Eligible Shareholders (who take up their Rights in full) and Approved Shortfall Investors, who
subscribe for Shortfall Shares in accordance with the terms of the Rights Offer
Investor Presentationmeans the presentation dated 30 March 2026 in relation to AGL and the Rights Offer titled “AGL Equity
Raise Investor Presentation”.
Issue Pricemeans $0.15 per New Share
Minimum Amountmeans the minimum amount to be raised under the Rights Offer, being $5,000,000
New Sharemeans a 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
Notice of Meetingmeans this document together with its appendices
NZXmeans NZX Limited
NZX Listing Rulesmeans the listing rules of the NZX Main Board and NZX Debt Market operated by NZX
NZX Main Boardmeans the main board equity security market operated by NZX
Record Datemeans 7.00pm, 20 April 2026
Related Partiesmeans the 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. For the avoidance of doubt,
approval is not being sought for the participation of the Associated Shareholder in the Rights Offer
The meaning of terms set out in this Notice of Meeting are set out below:
7
GLOSSARY

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING25
Remaining Shortfall Shares means the number of Shortfall Shares (if any) remaining after allocation of Shortfall Shares to Initial
Shortfall Subscribers
Resolution 1means resolution 1 to be put to Shareholders at the Special Shareholders’ Meeting, as set out in Section 5
of this Notice of Meeting
Resolutionsmeans the resolutions to be put to Shareholders at the Special Shareholders’ Meeting, as described in
Section 5 of this Notice of Meeting
Rightmeans the renounceable right to subscribe for 1.269 New Shares at the Issue Price for every 1 existing
share in AGL held by that Shareholder on the Record Date
Rights Offermeans the pro-rata 1.269 for 1 renounceable rights offer for New Shares (including the Shortfall Facility),
with such New Shares to rank equally with existing ordinary shares on issue in AGL
Rights Offer Documentmeans the offer document in respect of the Rights Offer
Shareholdermeans each person registered in the share register of AGL as a holder of ordinary shares or restricted
shares
Share Registrarmeans MUFG Pension & Market Services
Shortfall Facilitymeans the facility that entitles certain Eligible Shareholders, Approved Shortfall Investors and, potentially,
Related Parties to apply for Shortfall Shares, as described further in Section 4 of this Notice of Meeting
Shortfall Sharesmeans the New Shares attributable to Rights not validly exercised by 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)
Simmons Corporate Financemeans Simmons Corporate Finance Limited (NZCN 1596799)
Special Shareholders’ Meetingmeans the special shareholders’ meeting of AGL contemplated by this Notice of Meeting (and includes any
adjournment of that meeting)
Takeovers CodeThe Takeovers Code set out in the Schedule to the Takeovers Regulations 2000
Total Sharesmeans all shares on issue in AGL (being restricted shares and ordinary shares (including ordinary shares
held as treasury stock))
Voting/Proxy Formmeans the voting and proxy form accompanying this Notice of Meeting

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING26
INFORMATION REQUIRED BY THE TAKEOVERS CODE
The Hull Family Trust’s Participation – Ordinary
Resolution 1
AGL provides the following information to Shareholders under
Rule 16 of the Takeovers Code.
a. Simon Alexander Hull and David John Graeme Cox
as trustees for the S.A. Hull Family Trust No. 2 are the
proposed joint allottees of New Shares, to be issued to
them under the Rights Offer.
b. The particulars required under Rule 16(b)(ii) of the
Takeovers Code are as follows:
Takeovers CodeParticulars
16(b)(ii),
Sch 5(a)
The maximum number of voting
securities that could be allotted
(the approved maximum
number) to the allottee.
31,431,983
16(b)(ii),
Sch 5(b)
The percentage of the
aggregate of all existing
voting securities and all voting
securities that could be allotted
that the approved maximum
number represents.
The maximum number of voting securities that could be issued is 44,574,312 and the total number
of voting securities currently on issue is 34,718,733. Therefore, the approved maximum number of
31,431,983 represents 39.64%.
However, as the approved maximum number would not be issued if the Rights Offer was fully
taken up, we also set out below the percentage if only 33,333,334 New Shares were issued, with
31,431,983 New Shares issued to the Hull Family Trust (i.e. if only the Minimum Amount was raised).
Under this calculation the approved maximum number of 31,431,983 represents 46.19%.
16(b)(ii),
Sch 5(c)
The maximum percentage of
all voting securities that could
be held or controlled by the
allottee after completion of the
allotment or allotments.
72.92%
For clarity, the maximum percentage is calculated on the basis that 31,431,983 New Shares are
issued to the Hull Family Trust, but only 33,333,334 New Shares are issued overall (i.e. if only the
Minimum Amount is raised, with only the Hull Family Trust and Related Parties applying).
16(b)(ii),
Sch 5(d)
The maximum aggregate of
the percentages of all voting
securities that could be held or
controlled by the allottee and
the allottee’s associates after
completion of the allotment
or allotments (not including
voting securities of any of
the allottee’s associates who
are also relying on rule 7(d)
in relation to the allotment
or allotments (the relying
associates)).
73.47%
The trustees of the Hull Family Trust are being treated as associated with Antoinette Edmonds
(Associated Shareholder), holder of 372,696 shares. Under the Rights Offer she is entitled to
472,951 Rights to New Shares.
So that the highest possible percentage is calculated, it is again assumed that 33,333,334 New
Shares are issued overall. However, the terms of Resolution 2, if passed, limit the Hull Family Trust’s
subscription under the Shortfall Facility to the amount needed to reach the Minimum Amount.
Therefore, if the Associated Shareholder applies for her full entitlement of 472,951 New Shares, the
Hull Family Trust would subscribe for 472,951 fewer shares (i.e. 30,959,032 New Shares).
Therefore, this percentage is based on an associated holding of 49,999,277 shares (being the Hull
Family Trust and Associated Shareholder subscriptions of 30,959,032 and 472,951 respectively,
and their respective current shareholding of 18,194,598, and 372,696).
AGL notes that as Shareholders’ approval is not being sought for an increased holding or control
of voting rights by the Associated Shareholder, AGL will exercise its discretion under the terms
of the Rights Offer to scale down or reject any application from the Associated Shareholder as
required to comply with the Takeovers Code. Assuming that the Class Exemption is not relied
upon, the Associated Shareholder’s application would have been scaled down to 357,824 New
Shares, which means that the Hull Family Trust would apply for the difference. Consequently, the
percentage reported here will stay the same.
APPENDIX 1

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING27
16(b)(ii),
Sch 5(e)
If there are relying associates,
the maximum aggregate of
the percentages of all voting
securities that could be held or
controlled by the allottee and
the allottee’s associates after
completion of the allotment or
allotments.
Not applicable. There are no relying associates.
16(b)(ii),
Sch 5(f)
The date used to determine the
information referred to in this
clause (the calculation date).
27 March 2026, being the last business day before the date of this Notice of Meeting.
16(b)(ii),
Sch 5(g)
The assumptions on which the
particulars in paragraphs (a) to
(f) are calculated.
AGL relied on the following assumptions to calculate the above particulars:
• that completion of the Rights Offer occurs on 13 May 2026;
• that there is no change to the total number of AGL shares on issue from the number of shares
on issue as at the date of this Notice of Meeting and 13 May 2026, other than as a result of the
Rights Offer;
• that the Hull Family Trust subscribes for 31,431,983 New Shares under the Rights Offer for (a)
to (c) above (and consequently the Associated Shareholder does not apply for any Rights),
and does not change its current shareholding from 18,194,598 shares;
• that the number of voting securities is the number of voting securities on issue on the
calculation date (including that there is no transfer of treasury stock);
• that there is no change in the total number of voting securities on issue between the
calculation date and the end of the allotment period (other than as a result of the Rights
Offer);
• that, in relation to paragraphs (a) to (c) of Schedule 5, the Hull Family Trust is allotted the
approved maximum number under the Rights Offer; and
• that, in relation to paragraph (d) of Schedule 5, the Hull Family Trust and its associates are
allotted the maximum number of voting securities (which in this case is 30,959,032 and
472,951 respectively given the limits under Resolution 2).
c. Rule 16(c) is not applicable, as the voting securities being
allotted are not voting securities of a body corporate other
than a code company.
d. The issue price for New Shares allotted to the Hull Family
Trust under the Rights Offer is $0.15 per New Share,
payable in full by the Hull Family Trust on application.
e. The purpose of Resolution 1 is to approve the subscription
by the Hull Family Trust under the Rights Offer of up to
31,431,983 New Shares. The approval is required because
of the uncertainty of the level of subscription under the
Rights Offer of Eligible Shareholders and other investors,
and the illiquidity of AGL’s shares. The Hull Family Trust has
only committed to subscribe for $3.25 million worth of
New Shares (being 21,666,667), and the approval is also
to provide flexibility for AGL to engage with the Hull Family
Trust for further funds if needed to reach the Minimum
Amount. The purpose of the Rights Offer is to raise capital
to allow AGL to reduce its current levels of debt. See
paragraphs 2.8 to 2.22 of Section 4 for further details.
f. If Resolution 1 is approved, the allotment of New Shares
to the Hull Family Trust will be permitted under Rule 7(d)
of the Takeovers Code as an exception to Rule 6 of the
Takeovers Code.
g. AGL has been advised by the Hull Family Trust trustees
that no agreements or arrangements have been, or are
intended to be, entered into between the Hull Family Trust
and any other person (other than between the Hull Family
Trust and AGL in respect of the Rights Offer) relating to:
i. the allotment, holding or control of the New Shares to
be allotted to the Hull Family Trust; or
ii. the exercise of voting rights in AGL.
This includes there being no agreements or arrangements
with the Associated Shareholder, who is a relative of a
trustee of the Hull Family Trust.
h. The Independent Report that accompanies this Notice
of Meeting is a report from an independent advisor that
complies with Rule 18 of the Takeovers Code.
i. The Independent Directors fully support the proposed
allotment to the Hull Family Trust as outlined in this Notice
of Meeting and recommend that Shareholders vote
in favour of Resolution 1 at the Special Shareholders’
Meeting.
j. Given Simon Hull’s connection with the Hull Family Trust
as a trustee (and beneficiary), he abstained from making a
recommendation. However, he considers the Rights Offer
to be in the best interests of AGL and supports it.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING28
k. The reasons the Independent Directors recommend
Shareholders vote in favour of the proposed allotment to
the Hull Family Trust are that:
i. The Board has assessed the options to reduce AGL’s
debt level, including capital raising, ongoing trading,
asset sales and refinancing debt. For the reasons noted
in paragraph 1 of Section 4, the Board did not pursue
the other options, and concluded that while it expects
economic conditions and therefore the labour market
to improve, there is uncertainty as to timing and degree
and so it is imperative to raise capital now.
ii. The capital raising will reduce debt, which the Board
considers too high in light of the current financial
position and performance of AGL.
iii. The reduction in debt will enable AGL to extend and
obtain better terms on its bank facility, including as to
covenants, and not risk triggering an event of review.
Further, it will provide AGL time to improve profitability
through a period of economic recovery.
i v. In the Board’s view, the Rights Offer represents the
only executable outcome for AGL’s Shareholders that
the Board considers is in their best interests currently,
particularly given a need to reduce its debt levels.
v. The Rights Offer structure is pro-rata and allows all
eligible Shareholders the opportunity to maintain their
current percentage interest in AGL. The Hull Family
Trust is subscribing on the same terms and would only
increase their percentage shareholding and control
of voting rights if other Eligible Shareholders do not
participate.
vi. The Hull Family Trust is AGL’s existing majority
Shareholder, and therefore it already has significant
control over AGL. As such the potential increased
shareholding is unlikely to result in a meaningful change
in the control of AGL, noting that the Board does not
expect the Hull Family Trust’s holding and control of
voting rights to increase to 72.92%. No changes to the
Board or management are expected, noting that Simon
Hull is already on the Board, and the independent
directors value his input as founder of AGL.

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING29
INDEPENDENT REPORT
APPENDIX 2

www.simmonscf.co.nz





Accordant Group Limited

Independent Adviser’s Report

In Respect of the Issue of
Ordinary Shares to the Trustees
of the S. A. Hull Family Trust No. 2

Appraisal Report

In Respect of the Issue of
Ordinary Shares to Related
Parties

March 2026

Statement of Independence
Simmons Corporate Finance Limited confirms that it:
• has no conflict of interest that could affect its ability to provide an unbiased report; and
• has no direct or indirect pecuniary or other interest in the proposed transactions considered in this report,
including any success or contingency fee or remuneration, other than to receive the cash fee for providing
this report.
Simmons Corporate Finance Limited has satisfied the Takeovers Panel, on the basis of the material provided to the
Takeovers Panel, that it is independent under the Takeovers Code for the purposes of preparing this report.

Accordant Group Limited Independent Adviser’s Report and Appraisal Report
Index

Section Page

1.
Introduction ........................................................................................................................ 1
2. Evaluation of the Merits of the Rights Issue (Including the Hull Allotment) ..................... 10
3. Evaluation of the Fairness of the Related Parties Allotments .......................................... 24
4. Profile of Accordant Group Limited .................................................................................. 27
5. Sources of Information, Reliance on Information, Disclaimer and Indemnity .................. 34
6. Qualifications and Expertise, Independence, Declarations and Consents ...................... 36

Accordant Group Limited Page 1 Independent Adviser’s Report and Appraisal Report
1. Introduction
1.1 Background
Accordant Group Limited (Accordant or the Company) is New Zealand’s leading
recruitment and resourcing company, with capability spanning all aspects of
executive, commercial and industrial recruitment services including permanent,
temporary and contractor assignments.
Accordant’s ordinary shares are listed on the main equities security market operated
by NZX Limited (the NZX Main Board). Accordant had a market capitalisation of
$10.2 million as at 23 March 2026.
Accordant’s current share capital structure consists of 2 classes of shares:
• 34,325,542 ordinary shares, of which 406,809 shares are held by Accordant as
treasury stock. The treasury stock shares do not count towards the number of
exercisable voting rights in the Company
• 800,000 restricted shares issued under the Company’s employee share plan.
The restricted shares confer voting rights.
For the purposes of this report, Accordant is deemed to currently have 34,718,733
securities on issue with voting rights, consisting of:
• 33,918,733 ordinary shares (ie excluding the treasury stock)
• 800,000 restricted shares.
A profile of Accordant is set out in section 4.
1.2 S. A. Hull Family Trust No. 2 and its Associates
Hull Family Trust
The S. A. Hull Family Trust No. 2 (the Hull Family Trust) is Accordant’s largest
shareholder, holding 18,194,598 ordinary shares in the Company, representing:
• 53.01% of the Company’s total ordinary shares on issue
• 51.80% of the Company’s total shares on issue (ordinary shares and restricted
shares)
• 52.41% of the Company’s total voting rights.
The trustees of the Hull Family Trust are Simon Hull and David Cox.
Mr Hull is the founder of the Company and is a director of Accordant.
The beneficiaries of the Hull Family Trust are Simon Hull and his children.

Accordant Group Limited Page 2 Independent Adviser’s Report and Appraisal Report
Hull Associates
Peter Hull (deceased) and Antoinette Edmonds are Accordant’s eighth largest
shareholder, holding 372,696 ordinary shares, representing:
• 1.09% of the Company’s total ordinary shares on issue
• 1.06% of the Company’s total shares on issue
• 1.07% of the Company’s total voting rights.
Antoinette Edmonds is a relative of Simon Hull.
We refer to Antoinette Edmonds as the Associated Shareholder.
We refer to the Hull Family Trust and Antoinette Edmonds collectively as the Hull
Associates.
1.3 Rights Issue
Accordant is looking to raise up to approximately $6.7 million of fresh equity through
the issue of up to 44,574,312 new fully paid ordinary shares (the New Shares) at an
issue price of $0.15 per share (the Issue Price) by way of a 1.269 for 1 pro rata
renounceable rights offer of New Shares (the Rights Issue).
The Rights Issue is to be made to eligible shareholders in New Zealand only (the
Eligible Shareholders).
The minimum amount that must be raised in order for the Rights Issue to proceed is
$5.0 million (the Minimum Amount), representing 33,333,334 New Shares.
If the Minimum Amount is not achieved, the Rights Issue will be withdrawn in full.
Hull Allotment
The Hull Family Trust has confirmed to Accordant that it will subscribe for a minimum
of $3.25 million worth of New Shares (21,666,667 New Shares) (the Minimum Hull
Subscription) of its pro rata entitlement under the Rights Issue (23,088,944 New
Shares).
The Minimum Hull Subscription represents:
• 93.84% of the Hull Family Trust’s pro rata entitlement
• 65% of the Minimum Amount.
We refer to the issue of New Shares to the Hull Family Trust under the Rights Issue
as the Hull Allotment.
The Hull Allotment is conditional on shareholder approval.
In order to ensure that the Minimum Amount is raised, Accordant is seeking
shareholder approval for the issue of up to 31,431,983 New Shares to the Hull Family
Trust (the Maximum Hull Subscription).
The Maximum Hull Subscription represents:
• an investment of approximately $4.7 million
• 136.13% of the Hull Family’s Trust’s pro rata entitlement
• 94.3% of the Minimum Amount.

Accordant Group Limited Page 3 Independent Adviser’s Report and Appraisal Report
The Maximum Hull Subscription, together with other committed subscriptions, will
ensure that the Minimum Amount will be met.
We note that the Hull Family Trust has made no commitment to Accordant that it will
subscribe for the Maximum Hull Subscription.
We understand that the Associated Shareholder has made no commitment to
Accordant that she will subscribe for her entitlement under the Rights Issue.
Shortfall Facility and Related Parties Allotments
Eligible Shareholders who take up their rights in full will be entitled to apply for
additional New Shares under a shortfall facility (the Shortfall Facility) in relation to
rights that are not validly exercised, including rights attributable to ineligible
shareholders which have not been exercised by the closing date (the Shortfall
Shares).
Third party investors approved by the Accordant board of directors (the Board) may
also apply for Shortfall Shares (the Shortfall Investors).
Accordant will also permit certain directors and senior managers of the Company (the
Related Parties) to potentially apply for any remaining Shortfall Shares (the
Remaining Shortfall Shares) if needed in order for the Rights Issue to reach the
Minimum Amount and thereafter to accommodate subscriptions by Accordant’s chief
executive officer and chief financial officer for approximately $110,000 of Shortfall
Shares (the Committed CEO CFO Subscription).
The Related Parties are:
• the Hull Family Trust
• Simon Bennett (the Company’s independent chair)
• Nick Simcock (an independent director of Accordant)
• Richard Stone (an independent director of Accordant)
• Bella Takiari-Brame (an independent director of Accordant)
• Jason Cherrington (the Company’s chief executive officer)
• Rod Hyde (the Company’s chief financial officer)
and entities or trusts controlled by them.
For the sake of completeness, we note that the Associated Shareholder is not
deemed to be a Related Party.
We refer to the issue of Remaining Shortfall Shares to the Related Parties under the
Rights Issue as the Related Parties Allotments.
1.4 Impact on Control of Voting Rights
The Hull Family Trust currently controls 52.41% of the Company’s voting rights and
the Hull Associates collectively control 53.48% of the Company’s voting rights.
The Company’s shareholders not associated with the Hull Family Trust (the
Non-Hull-associated Shareholders) currently collectively hold 47.14% of the
Company’s total shares on issue (including restricted shares), representing 46.52%
of the Company’s voting rights.

Accordant Group Limited Page 4 Independent Adviser’s Report and Appraisal Report
Minimum Hull Subscription Scenario
In order for the Rights Issue to Proceed, Accordant must raise the Minimum Amount
of $5.0 million through the issue of 33,333,334 New Shares.
If the Hull Family Trust subscribes for 21,666,667 New Shares (ie the Minimum Hull
Subscription), the Associated Shareholder does not take up any of her entitlements
and the Non-Hull-associated Shareholders subscribe for 11,666,667 New Shares so
that the Minimum Amount is met, Accordant will issue 33,333,334 New Shares (the
Minimum Hull Subscription Scenario).

Impact of the Hull Allotment on Voting Rights Levels – Minimum Hull Subscription Scenario

Current New Shares Post the Rights Issue
No. of Voting
Rights

%
No. of
Shares
No. of Voting
Rights

%

Hull Family Trust 18,194,598 52.41% 21,666,667
1
39,861,265 58.57%

Associated Shareholder 372,696 1.07% -
2
372,696 0.55%

Non-Hull-associated
Shareholders 16,151,439 46.52% 11,666,667
3
27,818,106 40.88%

Total
34,718,733 100.00% 33,333,334 68,052,067 100.00%

1 Minimum Hull Subscription
2 Associated Shareholder subscribes for no New Shares
3 Non-Hull-associated Shareholders subscribe for 11,666,667 New Shares so that the Minimum Amount is met

Under this hypothetical scenario:
• the Rights Issue will raise $5.0 million
• the Hull Family Trust will control 58.57% of the voting rights of the Company
• the Hull Associates will collectively control 59.12% of the voting rights of the
Company
• the Non-Hull-associated Shareholders will collectively control 40.88% of the
Company’s voting rights.
Pro Rata Scenario
If all of the Company’s shareholders (ie the Hull Family Trust, the Associated
Shareholder and the Non-Hull-associated Shareholders) fully subscribe for their pro
rata entitlements under the Rights Issue, Accordant will issue 44,574,312 New
Shares and each shareholder’s shareholding level and control of voting rights will
remain relatively the same as immediately prior to the Rights Issue (the Pro Rata
Scenario).

Impact of the Hull Allotment on Voting Rights Levels – Pro Rata Scenario

Current New Shares Post the Rights Issue
No. of Voting
Rights

%
No. of
Shares
No. of Voting
Rights

%

Hull Family Trust 18,194,598 52.41% 23,088,944
1
41,283,542 52.06%

Associated Shareholder 372,696 1.07% 472,951
1
845,647 1.07%

Non-Hull-associated
Shareholders 16,151,439 46.52% 21,012,417
1
37,163,856 46.87%

Total
34,718,733 100.00% 44,574,312 79,293,045 100.00%

1 Every shareholder subscribes for their pro rata entitlement

Accordant Group Limited Page 5 Independent Adviser’s Report and Appraisal Report
Under this scenario, the Rights Issue will raise approximately $6.7 million and all
shareholders will (by and large) maintain their current levels of control of voting rights
in the Company.
The very minor difference is due to the 406,809 ordinary shares held by Accordant
as treasury stock do not confer voting rights but technically are entitled to subscribe
for New Shares (and therefore those New Shares are included in the number of New
Shares subscribed for by the Non-Hull-associated Shareholders in the scenario).
Maximum Hull Subscription Scenario
In the extreme scenario of the Hull Family Trust subscribing for 31,431,983 New
Shares (ie the Maximum Hull Subscription), the Associated Shareholder does not
take up any of her entitlements and the Non-Hull-associated Shareholders
subscribing for 1,901,351 New Shares so that the Minimum Amount is met,
Accordant will issue 33,333,334 New Shares (the Maximum Hull Subscription
Scenario).

Impact of the Hull Allotment on Voting Rights Levels – Maximum Hull Subscription Scenario

Current New Shares Post the Rights Issue
No. of Voting
Rights

%
No. of
Shares
No. of Voting
Rights

%

The Hull Family Trust 18,194,598 52.41% 31,431,983
1
49,626,581 72.92%

Associated Shareholder 372,696 1.07% -
2
372,696 0.55%

Non-Hull-associated
Shareholders 16,151,439 46.52% 1,901,351
3
18,052,790 26.53%

Total
34,718,733 100.00% 33,333,334 68,052,067 100.00%

1 Hull Family Trust subscribes for the maximum number of New Shares for which shareholder approval is sought
2 Associated Shareholder subscribes for no New Shares
3 Non-Hull-associated Shareholders subscribe for 1,901,351 New Shares so that the Minimum Amount is met

Under this hypothetical scenario:
• the Rights Issue will raise $5.0 million
• the Hull Family Trust will control 72.92% of the voting rights in the Company
• the Hull Associates will collectively control 73.47% of the voting rights in the
Company
• the Non-Hull-associated Shareholders will collectively control 26.53% of the
Company’s voting rights.
Possible Voting Rights Levels
The graph that follows sets out the range of possible voting rights levels for the Hull
Family Trust, the Associated Shareholder and the Non-Hull-associated
Shareholders, based on:
• whether the Rights Issue raises the Minimum Amount or the full amount of
approximately $6.7 million
• the level of subscription by the Hull Family Trust
• the overall level of subscription by the Company’s shareholders.

Accordant Group Limited Page 6 Independent Adviser’s Report and Appraisal Report

This shows that following the Hull Allotment:
• the Hull Family Trust’s control of voting rights will be between 50.27% and
72.92%, compared with 52.41% at present
• the Associated Shareholder’s control of voting rights will be between 0.47%
and 1.07%, compared with 1.07% at present
• the Hull Associates’ collective control of the voting rights will be between
50.74% and 73.47%, compared with 53.48% at present
• the Non-Hull-associated Shareholders will collectively control between 26.53%
and 49.26% of the Company’s voting rights, compared with 46.52% at present.
Any subscription by the Non-Hull-associated Shareholders for their entitlements
under the Rights Issue will have the effect of reducing the Hull Family Trust’s control
of voting rights arising from the Hull Allotment.
1.5 Summary of Opinion
Takeovers Code
Our evaluation of the merits of the Hull Allotment as required under the Takeovers
Code (the Code) is set out in section 2.
In our opinion, after having regard to all relevant factors, the positive aspects of the
Hull Allotment outweigh the negative aspects from the perspective of the
Non-Hull-associated Shareholders.
NZX Listing Rules
Our evaluation of the fairness of the Related Parties Allotments as required under
the NZX Listing Rules (the Listing Rules) is set out in section 3.
In our opinion, after having regard to all relevant factors, the terms and conditions of
the Related Parties Allotments are fair to the Company’s shareholders not associated
with the Related Parties (the Non-Related Parties-associated Shareholders).

Accordant Group Limited Page 7 Independent Adviser’s Report and Appraisal Report
1.6 Special Meeting
The Company’s shareholders will vote at the Company’s special meeting of
shareholders on 16 April 2026 on 2 resolutions:
• resolution 1 – the issue of up to 31,431,983 New Shares to the Hull Family
Trust under the Hull Allotment (the Hull Resolution)
• resolution 2 – the issue of New Shares to one or more of the Related Parties
up to the number of Remaining Shortfall Shares required to meet the Minimum
Amount and thereafter to accommodate the Committed CEO CFO Subscription
under the Related Parties Allotments (the Related Parties Resolution).
The Hull Resolution and the Related Parties Resolution are both ordinary resolutions
which are passed by a simple majority of votes of those shareholders entitled to vote
and who vote on the resolution.
The trustees of the Hull Family Trust and their associates (as defined in the Code)
are not permitted to vote on the Hull Resolution.
The Related Parties and their Associated Shareholders (as defined in the Listing
Rules) are not permitted to vote on the Related Parties Resolution.
The Related Parties Resolution is dependent upon the Hull Resolution being
approved. If the Hull Resolution is not approved, then the Rights Issue cannot
proceed and therefore the Related Parties Resolution will not be put forward to be
voted on at the special meeting of shareholders.
1.7 Regulatory Requirements
Takeovers Code
Accordant is a code company as defined in section 2A of the Takeovers Act 1993 (as
its shares are listed on the NZX Main Board) and is subject to the provisions of the
Code.
Rule 6 of the Code prohibits:
• a person who holds or controls no voting rights or less than 20% of the voting
rights in a code company from holding or controlling an increased percentage
of the voting rights in the code company unless, after that event, that person
and that person’s associates hold or control in total not more than 20% of the
voting rights in the code company
• a person who holds or controls 20% or more of the voting rights in a code
company from holding or controlling an increased percentage of the voting
rights in the code company
unless done in compliance with exceptions to this fundamental rule.
One of the exceptions, set out in Rule 7(d) of the Code, enables a person to become
a holder or controller of an increased percentage of voting rights by an allotment of
voting securities in the code company if the allotment is approved by an ordinary
resolution of the code company (on which neither that person, nor any of its
associates, may vote).

Accordant Group Limited Page 8 Independent Adviser’s Report and Appraisal Report
If the Hull Family Trust is issued the maximum number of New Shares under the Hull
Allotment, the Hull Family Trust will increase its control of the voting rights in
Accordant from 52.41% to up to 72.92% (depending on the number of New Shares
that the Hull Family Trust, the Associated Shareholder and the Non-Hull-associated
Shareholders subscribe for under the Rights Issue).
Accordingly, in accordance with the Code, the Non-Hull-associated Shareholders will
vote at the Company’s special meeting on the Hull Resolution.
Rule 18 of the Code requires the directors of a code company to obtain an
Independent Adviser’s Report on the merits of an allotment under Rule 7(d).
This Independent Adviser’s Report is to be included in, or accompany, the notice of
meeting pursuant to Rule 16(h).
NZX Listing Rules
Listing Rule 5.2.1 stipulates that an Issuer must not enter into a Material Transaction
if a Related Party is a party to the Material Transaction or to one of a related series
of transactions of which the Material Transaction forms part unless the Material
Transaction is approved by way of an ordinary resolution from shareholders not
associated with the Related Party.
The Shortfall Facility may be a Material Transaction depending on the number of
Remaining Shortfall Shares available under it as they may be worth more than 10%
of Accordant’s average market capitalisation (being approximately $1 million). If this
occurs and all Shortfall Shares are not allocated to the initial Shortfall Facility
subscribers, the Related Parties may participate in the Shortfall Facility for any
Remaining Shortfall Shares, if needed to meet the Minimum Amount and thereafter
to accommodate the Committed CEO CFO Subscription.
The Related Parties’ participation would require shareholders’ approval under the
Listing Rule 5.2.1. So as to maximise the likelihood that the Minimum Amount is
reached, the Board considers it prudent to seek this approval.
Accordingly, in accordance with the Listing Rules, the Non-Related
Parties-associated Shareholders will vote at the Company’s special meeting on the
Related Parties Resolution.
Listing Rule 7.8.8 (b) requires an Appraisal Report to be prepared where a meeting
will consider a resolution required by Listing Rule 5.2.1.
1.8 Purpose of the Report
The Company’s directors not associated with the Hull Family Trust, being Simon
Bennett, Nick Simcock, Richard Stone and Bella Takiari-Brame (the Non-associated
Directors) have engaged Simmons Corporate Finance Limited (Simmons
Corporate Finance) to prepare an Independent Adviser’s Report on the merits of
the Hull Allotment in accordance with Rule 18 of the Code.
Simmons Corporate Finance was approved by the Takeovers Panel on 22 January
2026 to prepare the Independent Adviser’s Report.
The Non-associated Directors have also engaged Simmons Corporate Finance to
prepare an Appraisal Report on the fairness of the Related Parties Allotments in
accordance with Listing Rule 7.8.8 (b).
Simmons Corporate Finance was approved by NZ RegCo on 11 February 2026 to
prepare the Appraisal Report.

Accordant Group Limited Page 9 Independent Adviser’s Report and Appraisal Report
Simmons Corporate Finance issues this Independent Adviser’s Report and Appraisal
Report to the Non-associated Directors for the benefit of:
• the Non-Hull-associated Shareholders to assist them in forming their own
opinion on whether to vote for or against the Hull Resolution
• the Non-Related Parties-associated Shareholders to assist them in forming
their own opinion on whether to vote for or against the Related Parties
Resolution.
This Independent Adviser’s Report and Appraisal Report is not to be used for any
other purpose without our prior written consent.

Accordant Group Limited Page 10 Independent Adviser’s Report and Appraisal Report
2. Evaluation of the Merits of the Rights Issue (Including the Hull
Allotment)
2.1 Basis of Evaluation
Rule 18 of the Code requires an evaluation of the merits of the Hull Allotment, having
regard to the interests of the Non-Hull-associated Shareholders.
There is no legal definition of the term merits in either the Code or in any statute
dealing with securities or commercial law in New Zealand.
In the absence of an explicit definition of merits, guidance can be taken from:
• the Takeovers Panel Guidance Note on Independent Advisers dated
1 November 2023
• definitions designed to address similar issues within New Zealand regulations
which are relevant to the proposed transaction
• overseas precedents
• the ordinary meaning of the term merits.
The Hull Allotment is a function of the Rights Issue. Therefore, when assessing the
merits of the Hull Allotment, we are of the view that an assessment of the merits of
the Rights Issue also needs to be undertaken.
We are of the view that an assessment of the merits of the Rights Issue (including
the Hull Allotment) should focus on:
• the rationale for the Rights Issue
• the terms and conditions of the Rights Issue
• the impact of the Rights Issue on Accordant’s financial position
• the impact of the Rights Issue on the control of the Company
• the dilutionary impact of the Rights Issue
• the impact of the Rights Issue on Accordant’s share price
• the benefits and disadvantages to the Non-Hull-associated Shareholders and
the Hull Family Trust of the Rights Issue
• the likelihood of the Hull Resolution being approved
• the implications if the Hull Resolution is not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.

Accordant Group Limited Page 11 Independent Adviser’s Report and Appraisal Report
2.2 Summary of the Evaluation of the Merits of the Rights Issue (Including the Hull
Allotment)
Our evaluation of the merits of the Rights Issue (including the Hull Allotment) is set
out in detail in sections 2.3 to 2.14.
The Rights Issue will provide between $5.0 million and approximately $6.7 million of
equity funding to Accordant, which the Board considers sufficient to reduce its bank
borrowings to a more manageable and sustainable level.
The Hull Family Trust currently holds 53.01% of the Company’s ordinary shares and
controls 52.41% of the Company’s voting rights. Following the Hull Allotment, the
Hull Family Trust will control between 50.27% and 72.92% of the Company’s voting
rights (depending on how many New Shares it and the Associated Shareholder and
the Non-Hull-associated Shareholders subscribe for under the Rights Issue).
In summary, the key positive aspects of the Rights Issue (including the Hull Allotment)
are:
• the rationale for the Rights Issue is sound. The Rights Issue will provide
between $5.0 million and approximately $6.7 million of fresh equity for the
Company, allowing Accordant to reduce its borrowings from ASB Bank Limited
(ASB) and to benefit from more favourable banking covenants
• the terms of the Rights Issue are reasonable:
− all Eligible Shareholders are able to subscribe for their pro rata entitlement
of the 44,574,312 New Shares
− Eligible Shareholders who subscribe for their full entitlement will also have
the opportunity to apply for additional Shortfall Shares
− the Issue Price of $0.15 per New Share is at a significant discount to the
Company’s current share price. The discount is at the upper end of what
is typically observed in the market
− the rights are renounceable, allowing those Eligible Shareholders who do
not wish to take up their entitlements the opportunity to sell those rights.
The rights will be quoted on the NZX Main Board
− the Rights Issue is not being underwritten, but the Minimum Hull
Subscription of $3.25 million effectively underwrites 65% of the Minimum
Amount at no cost to Accordant
• the Rights Issue will have a positive impact on the Company's financial position,
raising up to approximately $6.7 million of fresh equity which will be applied to
reduce Accordant’s ASB borrowings
• the Hull Allotment provides certainty that at least $3.25 million will be raised
under the Rights Issue if the Minimum Amount is met, representing 65% of the
Minimum Account. The Hull Allotment also signals the Hull Family Trust’s
continued confidence in the future prospects of Accordant. Without the Hull
Family Trust’s commitment, the Board is not confident that the Minimum
Amount can be met.

Accordant Group Limited Page 12 Independent Adviser’s Report and Appraisal Report
In summary, the key negative aspects of the Rights Issue (including the Hull
Allotment) are:
• the Rights Issue is priced at a deep discount to the current share price. This
will likely result in the Company’s share price reducing after the Rights Issue.
Non-Hull-associated Shareholders who do not take up their entitlements and
do not sell their rights will potentially see a dilution in the value of their
investment in the Company
• the Hull Family Trust’s control of voting rights will be between 50.27% and
72.92% following the Hull Allotment, potentially increasing its ability to influence
the outcome of shareholder voting to some degree
• the dilutionary impact of the Hull Allotment on Non-Hull-associated
Shareholders not participating in the Rights Issue will result in their
proportionate shareholdings in the Company reducing by between 49% and
56% following the Rights Issue (depending on how many New Shares are
subscribed for). However, Non-Hull-associated Shareholders who are Eligible
Shareholders have the opportunity to eliminate the dilutionary impact of the Hull
Allotment by taking up their entitlements to the Rights Issue. Furthermore,
Eligible Shareholders who take up their rights in full will have the opportunity to
increase their shareholding in the Company by subscribing for Shortfall Shares
• the attraction of Accordant as a takeover target may diminish to a minor degree.
The Hull Allotment is unlikely to have any significant impact in the near term on the
liquidity of Accordant’s shares as trading in the Company’s shares is extremely thin.
If the Hull Resolution is not approved, the Hull Allotment cannot proceed and
therefore the Rights Issue will not proceed. Accordant will retain its current high level
of bank debt and the associated interest cost burden. This would trigger an event of
review under the Company’s facility with ASB which could result in adverse effects
on Accordant’s financial position and financial performance.
There are a number of positive and negative features associated with the Rights
Issue and the Hull Allotment. In our view, when the Non-Hull-associated
Shareholders are evaluating the merits of the Rights Issue and the Hull Allotment,
they need to carefully consider whether the negative aspects of the Rights Issue,
(including the potential increase in the level of voting control that the Hull Family Trust
may hold over the Company and the dilutionary impact of the Hull Allotment), could
justify voting against the Hull Resolution with the outcome that the Rights Issue will
not proceed and therefore Accordant will retain its current high level of bank debt and
the associated interest cost burden.
In our opinion, after having regard to all relevant factors, the positive aspects
of the Rights Issue (including the Hull Allotment) outweigh the negative
aspects from the perspective of the Non-Hull-associated Shareholders.

Accordant Group Limited Page 13 Independent Adviser’s Report and Appraisal Report
2.3 Rationale for the Rights Issue
The Rights Issue will raise between $5.0 million and approximately $6.7 million of
fresh equity for Accordant.
The Board has advised that the need for the capital is to reduce its ASB borrowings
and thereby benefit from more favourable banking covenants.
Accordant had cash and cash equivalents of approximately $1.1 million and ASB
borrowings of $28.0 million as at 30 September 2025. The Board expects that the
Company will have approximately $1.4 million of cash and $32.0 million of ASB
borrowings as at 31 March 2026.
Section 4.6 sets out an overview of Accordant’s recent financial performance, which
has deteriorated over the last 3 and a half years. This has resulted in the Company
carrying higher debt levels than the Board considers to be optimal.
As a result, the Board has recently reviewed debt reduction options based upon
improved trading and undertaking a capital raising. The Board engaged external
advisers to assist it to consider all relevant options.
The Board considered a range of options to raise capital, reducing debt and / or
refinancing Accordant’s debt facilities, including debt reduction from ongoing trading
and asset sales.
Despite the Board’s expectations of improved financial performance for the Company
in the next 2 years (based on the wider economic and labour market outlook and is
discussed in detail in section 4 of the notice of special meeting), the Board considered
that it would be prudent to immediately strengthen Accordant’s capital structure,
given that the pace of a wider economic recovery is out of Accordant’s full control.
Accordingly, the Board assessed the possibilities for capital raising structures with its
advisers, favouring pro rata structures. The conclusion of that process was to pursue
a pro rata renounceable rights offer allowing all New Zealand shareholders to
participate.
In selecting this structure, the Board had regard to the availability or otherwise of
significant shareholder and third party support. The Hull Family Trust – Accordant’s
largest shareholder – confirmed its support for the Rights Issue to the Board.
The ASB facility matures in April 2027. In view of the Rights Offer, we understand
that Accordant has agreed an amendment to its facility agreement with ASB to
provide for more favourable covenants and an extension to April 2028, conditional on
the Rights Offer successfully completing and debt to ASB being reduced by at least
the Minimum Amount.
Under the amended facility, Accordant will need to agree with ASB any dividend
payment while the EBITDA to net debt ratio is greater than 2.5x.
The Board is of the view that the revised covenants will provide the Company
appropriate headroom as trading steadily improves in line with the Board’s
expectations as to economic recovery.

Accordant Group Limited Page 14 Independent Adviser’s Report and Appraisal Report
Conclusion
We consider the rationale for the Rights Issue to be sound. It will provide between
$5.0 million and approximately $6.7 million of much needed fresh equity to be applied
to reducing Accordant’s ASB borrowings and lead to more favourable banking
covenants.
2.4 Terms of the Rights Issue
Key Terms of the Rights Issue
The terms of the Rights Issue are set out in the Renounceable Rights Offer document
which will be dated 30 March 2026 (the Rights Issue Document) and are
summarised below:
• the Rights Issue entails the issue of up to 44,574,312 New Shares issued at
$0.15 per New Share to raise up to approximately $6.7 million of fresh equity
• shareholders have the right to subscribe for their pro rata entitlement of the
44,574,312 New Shares on a 1.269 for 1 basis
• Eligible Shareholders who subscribe for their full pro rata entitlement also have
the opportunity to apply for Shortfall Shares
• the rights are renounceable, meaning shareholders may sell or transfer any of
their rights
• the rights will be quoted on the NZX Main Board
• the Rights Issue will not be underwritten
• the Rights Issue is conditional on Accordant obtaining any required approvals
of its shareholders (including approval of the Hull Allotment under the Code).
However, the Rights Issue is not conditional on the Related Parties Resolution
being approved.
The Rights Issue will only proceed if:
• the Hull Resolution is approved, and
• the Company receives the Minimum Amount of $5.0 million.
Size of the Rights Issue
We are advised by the Board that the size of the Rights Issue was largely based on
discussions with the Hull Family Trust, which was willing to commit $3.25 million to
the capital raising on the proviso that its shareholding level was not diluted below a
majority shareholding level. Therefore the Board set the amount of capital to be
raised at the maximum which could be raised in light of the Hull Family Trust’s
commitment, so as to reduce debt as much as possible and stipulating that a
minimum of $5.0 million of capital must be raised.
Eligibility to Participate
Only existing shareholders who are resident in New Zealand may take up their rights
entitlement.
Existing shareholders who are resident overseas are not eligible to take up their rights
entitlement.

Accordant Group Limited Page 15 Independent Adviser’s Report and Appraisal Report
Accordant will make reasonable arrangements and attempts to sell the rights
attributable to ineligible shareholders and pay the proceeds (less transaction costs)
to the ineligible shareholders on a pro rata basis.
Issue Price
The Issue Price is $0.15 per New Share, payable by direct debit upon application.
A summary of Accordant’s daily closing share price and monthly volumes of shares
traded on the NZX Main Board from 3 January 2024 is set out in section 4.9.
The Company’s shares have traded between $0.25 and $0.38 over the past year at
a volume weighted average share price (VWAP) of $0.29.

Source: NZX Company Research
The Issue Price is at a deep discount to the prevailing share price prior to the
formulation of the structure of the Rights Issue. The Board set the Issue Price at
$0.15 in conjunction with advice from its adviser, taking into account the
circumstances of the capital raising, market evidence of other rights issues and the
Company’s recent share trading prices.
The Issue Price of $0.15 per share represents a discount of between 49% and 52%
to the Company's VWAP measured over various timeframes over the past year.
These levels of discount are at the upper end of the range of discounts observed for
rights issues in New Zealand.
Based on Accordant’s one month VWAP up to 20 March 2026 of $0.31 and a 1.269
for 1 rights offer at an Issue Price of $0.15, the theoretical ex-rights price (TERP) is
$0.22 ([$0.31 x 1 + $0.15 x 1.269] ÷ [1+1.269]).
The Issue Price represents a discount of 32% to the TERP.
When rights issues are priced at a discount to the prevailing share price, this results
in a transfer of value from shareholders who do not participate in the rights issue to
shareholders who take up their entitlements.
All shareholders (including the Hull Family Trust) will subscribe for New Shares under
the Rights Issue at the same price. Accordingly, the Hull Allotment will not give rise
to any value transfers from the participating Non-Hull-associated Shareholders to the
Hull Family Trust.

Accordant Group Limited Page 16 Independent Adviser’s Report and Appraisal Report
However, any Non-Hull-associated Shareholder who does not participate in the
Rights Issue (by either subscribing for their entitlement of New Shares or by selling
their rights) will suffer a value transfer to those shareholders who do participate in the
Rights Issue.
Subscription for Shortfall Shares
Eligible Shareholders who take up their entitlements in full also have the opportunity
to apply for Shortfall Shares above their pro rata entitlement.
To improve the likelihood that the full amount of the Rights Issue (and at least the
Minimum Amount) is raised, approved Shortfall Investors (being persons approved by
the Board and from whom the Board has sought or approved investment) may also
apply for Shortfall Shares.
If there are Shortfall Shares remaining after satisfying applications from Eligible
Shareholders and approved Shortfall Investors, the Related Parties may apply for and
be issued Remaining Shortfall Shares, but only if needed to reach the Minimum
Amount and thereafter to accommodate the Committed CEO CFO Subscription.
The Hull Family Trust is a Related Party and may subscribe for Remaining Shortfall
Shares but will only be allocated Remaining Shortfall Shares if any remain after
allocation to other Related Parties and if needed to reach the Minimum Amount.
Rights are Renounceable and will be Quoted on the NZX Main Board
The Rights Offer is renounceable, which means that Eligible Shareholders who do
not wish to accept part or all of their entitlement may sell those rights.
The Company will apply to NZX to have the rights quoted on the NZX Main Board
between 17 April 2026 and 30 April 2026. Depending upon the demand for the rights,
Non-Hull-associated Shareholders not wishing to take up their entitlements may be
able to sell part or all of their rights if there is a buyer for those rights.
Based on Accordant’s one month VWAP up to 20 March 2026 of $0.31 and the Issue
Price of $0.15, the theoretical value of each right is $0.07 ([$0.31 – $0.15] /
[1.269 + 1]).
No Underwrite
The Rights Issue is not being underwritten.
We are advised by the Board that given the size of Rights Issue, it determined that it
would be difficult to secure an underwriter at a reasonable cost.
In general terms, the greater the discount of the subscription price for the new shares
under a rights issue to the current share price, the lower the risk of the rights issue
being under subscribed.
A discounted subscription price does not necessarily guarantee the full take-up of a
rights issue. Other factors that impact on the likely level of subscription under a rights
issue include the demand for the shares (ie liquidity and spread of shareholders), the
quantum of the required investments and the general state of the equity markets.
The Hull Family Trust’s commitment to the Minimum Hull Subscription of $3.25 million
effectively underwrites 65% of the Minimum Amount of $5.0 million at no cost to
Accordant.

Accordant Group Limited Page 17 Independent Adviser’s Report and Appraisal Report
Furthermore, the Shortfall Facility provides the opportunity for Eligible Shareholders,
approved Shortfall Investors and the Related Parties to subscribe for Shortfall Shares
to ensure the Minimum Amount is met.
Given the commitment by the Hull Family Trust to subscribe for at least $3.25 million
of New Shares and the significant discount of the Issue Price to Accordant’s current
share price, we consider the Board’s decision to not underwrite the Rights Issue to
be reasonable.
Conclusion
In our view, the terms of the Rights Issue are fair, from a financial point of view, to
the Non-Hull-associated Shareholders:
• all Eligible Shareholders are able to subscribe for their pro rata entitlement
• Eligible Shareholders who subscribe for their full entitlement will also have the
opportunity to apply for additional Shortfall Shares
• the Issue Price of $0.15 per New Share is at a significant discount to the
Company’s current share price
• the rights are renounceable, allowing those Eligible Shareholders who do not
wish to take up their entitlements to sell those rights
• the rights will be quoted on the NZX Main Board
• the Minimum Hull Subscription effectively underwrites 65% of the Minimum
Amount at no cost to the Company.
2.5 Alternatives to the Rights Issue
As discussed in section 2.3, the Board, along with its external advisers, considered
a number of alternative forms of capital raising and concluded that the Rights Issue
was in the best interests of the Company’s shareholders.
As an alternative to the Rights Issue, Accordant could have considered alternative
forms of raising capital including:
• making a series of share placements to certain shareholders or other investors
• issuing convertible notes (CNs)
• the sale of assets
• seeking alternative debt funding.
We are advised by the Board that the alternative capital raising options were
discounted in favour of the Rights Issue as they did not provide certainty that the
required level of capital would be raised and / or were not deemed to be as equitable
for the Company’s shareholders.
We are of the view that the alternative funding sources are not realistic alternatives
at this point in time. The approximately $6.7 million of capital to be raised under the
Rights Issue represents approximately 66% of Accordant’s current market
capitalisation. Such a proportionately large capital raising is unlikely to be successful
via a placement of shares to a party other than the Company’s major shareholders.
Given the nature of the Company’s asset base, we do not consider that it could realise
any level of significant capital from the sale of assets in the current economic
environment. Accordant’s current earnings levels restrict the Company from
accessing additional external debt funding on commercially viable terms.

Accordant Group Limited Page 18 Independent Adviser’s Report and Appraisal Report
2.6 Impact on Financial Position
A summary of Accordant’s recent financial position is set out in section 4.7.
For illustrative purposes, the table below shows Accordant’s financial position
assuming approximately $6.7 million is raised from the Rights Issue on 30 September
2025.

Illustrative Financial Impact of the Rights Issue


As at
30 Sep 25
$000

Rights
Issue
$000

Post the
Rights Issue
$000


Current assets 16,326 - 16,326

Non current assets 56,374 - 56,374

Total assets 72,700 72,700

Current liabilities (16,452) - (16,452)

Non current liabilities (37,376) 6,686
1
(30,690)

Total liabilities (53,828) 6,686 (47,142)

Total equity 18,872 6,686 25,558


No. of shares (000) 35,126 44,574
1
79,700



Net assets per share $0.537 $0.150 $0.321

Net tangible assets (NTA) per share ($0.746) $0.150 ($0.245)

1 Assumes the maximum approximately $6.7 million is raised under the Rights Issue through the issue of 44,574,312 New Shares

Source: Accordant interim report for the 6 months ended 30 September 2025 (the 2026 interim report)

The illustrative financial position shows that following the Rights Issue, Accordant’s
total equity would increase by approximately $6.7 million from $18.9 million to
$25.6 million.
Net assets per share would decrease by 40% from $0.54 to $0.32 per share and NTA
per share would improve from negative $0.75 per share to negative $0.25 per share
(due to the Issue Price being $0.15 per share).
2.7 Impact on Control
Share Capital and Shareholders
Accordant currently has 34,325,542 ordinary shares on issue held by 611
shareholders.
The Company also has 800,000 restricted shares on issue.
The names, number of shares and percentage holding of the Company’s 10 largest
shareholders as at 13 March 2026 are set out in section 4.5.
Accordant currently has 2 shareholders holding more than 5% of the Company’s
ordinary shares:
• the Hull Family Trust – 53.01%
• Masfen Securities Limited (Masfen) – 7.01%.
The 10 largest shareholders collectively hold 74.61% of the Company’s ordinary
shares, representing 72.59% of the Company’s voting rights.

Accordant Group Limited Page 19 Independent Adviser’s Report and Appraisal Report
Shareholding Voting
The Hull Family Trust currently controls 52.41% of the voting rights in the Company,
which means that it can singlehandedly pass or block ordinary resolutions (which
require the approval of more than 50% of the votes cast by shareholders) and
singlehandedly block special resolutions (which require the approval of 75% of the
votes cast by shareholders).
The Hull Family Trust’s control of voting rights following the Hull Allotment will be
between 50.27% and 72.92% (depending on the number of New Shares that it and
the Non-Hull-associated Shareholders subscribe for).
An increase of up to 20.51% in the Hull Family Trust’s control of voting rights to a
maximum level of 72.92% under the Hull Allotment will not increase the Hull Family
Trust’s ability to influence shareholding voting to any significant degree. The Hull
Family Trust will still be able to singlehandedly pass or block ordinary resolutions but
technically it still will not be able to singlehandedly pass special resolutions (unless a
portion of voting rights are not voted).
We consider the likelihood of the Hull Family Trust controlling 72.92% of the
Company’s voting rights following the Hull Allotment to be remote as it only arises if:
• the Hull Family Trust subscribes for the Maximum Hull Subscription of
approximately $4.7 million (which is 136% of the Hull Family Trust’s pro rata
entitlement and therefore will require the Hull Family Trust to participate heavily
in the Shortfall Facility), and
• the Associated Shareholder does not take up any of her entitlements, and
• the Non-Hull-associated Shareholders collectively subscribe for only
approximately $0.3 million of New Shares (which is only 9% of their pro rata
entitlements).
The Board has also stated that it does not consider it likely that the Hull Family Trust
will obtain a voting rights control level close to the maximum level of 72.92%.
The ability for any shareholder to influence the outcome of voting on the Company’s
ordinary resolutions or special resolutions may be reduced by external factors such
as the Company’s constitution, the Code, the Listing Rules and the Companies Act
1993.
Ability to Creep
The Hull Family Trust currently has the ability to utilise the creep provisions of Rule
7(e) of the Code.
The creep provisions enable individual shareholders that hold or control more than
50% and less than 90% of the voting rights in a code company to increase its control
percentage by up to a further 5% per annum without the need for shareholder
approval.
Following the Hull Allotment and the Rights Issue, the Hull Family Trust will continue
to have the ability to utilise the creep provisions, but not until 12 months after the Hull
Allotment (assuming its control of voting rights increases by more than 5% under the
Hull Allotment).

Accordant Group Limited Page 20 Independent Adviser’s Report and Appraisal Report
We note for the sake of completeness that in the remote possibility of the Hull Family
Trust controlling 72.92% of the Company’s voting rights following the Hull Allotment,
it could utilise the creep provisions from 12 months thereafter to increase its control
of voting rights to beyond the 75% level.
Board Control
As set out in section 4.4, the Company currently has 5 directors, of whom one (Simon
Hull) is deemed to be an associate of the Hull Family Trust.
We are advised by the Board that the Hull Allotment will not change the composition
of the Board.
Operations
We are advised by the Board that the Hull Family Trust’s influence over Accordant’s
operations is predominantly through its Board representation and that the Hull
Allotment will not change the Hull Family Trust’s level of influence over the
Company’s operations.
2.8 Dilutionary Impact
The Rights Issue will result in the shareholdings of Non-Hull-associated Shareholders
who do not participate in the Rights Issue being diluted by between 49% and 56%:
• 49.0% if the Minimum Amount is raised
• 56.2% if the maximum amount of approximately $6.7 million is raised.
However, Non-Hull-associated Shareholders who take up their pro rata entitlements
will eliminate any dilutionary impact of the Rights Issue and the Hull Allotment on their
shareholding levels.
Furthermore, Non-Hull-associated Shareholders who are Eligible Shareholders and
who have taken up their entitlements in full will have the opportunity to increase their
shareholding in the Company by subscribing for Shortfall Shares.
2.9 Impact on Share Price and Liquidity
Share Price
A summary of Accordant’s closing share price since 3 January 2024 is set out in
section 4.9.
Given that the Issue Price of $0.15 is at a 50% discount to the current market price,
the Company’s share price will likely drop immediately after the Rights Issue.
As set out in section 2.4, the TERP is $0.22.
Liquidity
The analysis in section 4.9 shows that Accordant’s shares are extremely thinly traded
on the NZX Main Board, with only 5.4% of the shares being traded in the past year.
The Hull Allotment is unlikely to improve the liquidity of the Company’s shares in the
near term unless the Hull Family Trust decides to sell some of the ordinary shares
that they subscribe for, which may result in increased trading in the Company’s
shares, thereby possibly improving liquidity.

Accordant Group Limited Page 21 Independent Adviser’s Report and Appraisal Report
2.10 Key Benefits to the Hull Family Trust
The Hull Allotment provides the Hull Family Trust with the opportunity to increase its
control of voting rights in Accordant from 52.41% to up to 72.92%.
2.11 Disadvantages to the Hull Family Trust
Exposure to Business Risks
The key issues and risks that are likely to impact upon the business operations of
Accordant are summarised in section 4.3. As the Hull Family Trust’s ownership in
Accordant increase, so does its exposure to these risks.
Significant Financial Commitment
The market value of the Hull Family Trust’s holding of ordinary shares was
approximately $5.5 million as at 20 March 2026.
The Hull Family Trust will subscribe for at least $3.25 million and potentially
approximately $4.7 million of New Shares under the Hull Allotment. This will increase
the Hull Family Trust’s level of investment in Accordant by between 60% to 86%.
2.12 Other Issues
Equal Opportunity to Participate
The Rights Issue is a 1.269 for 1 pro rata offer to all shareholders who are residents
in New Zealand. Those Eligible Shareholders have the opportunity to take up their
entitlement to acquire New Shares on the same terms as the Hull Family Trust.
Furthermore, Eligible Shareholders who have taken up their entitlement in full will
have the opportunity to increase their shareholding in the Company by subscribing
for Shortfall Shares.
Benefits to Accordant of the Hull Family Trust as a Cornerstone Shareholder
The Hull Allotment will consolidate the Hull Family Trust’s position as an important
cornerstone strategic investor in the Company, further signalling its confidence in the
future prospects of Accordant.
Non-Hull-associated Shareholders Approval is Required
Pursuant to the Code, the Non-Hull-associated Shareholders must approve by
ordinary resolution the Hull Allotment.
The Hull Allotment will not proceed unless the Hull Resolution is approved.
May Reduce the Likelihood of a Takeover Offer to a Minor Degree
Following the Hull Allotment, the Hull Family Trust will not be able to increase the
level of its shareholding unless it complies with the provisions of the Code. It will only
be able to acquire more shares in the Company if:
• it does so in accordance with the creep provisions
• it makes a full or partial takeover offer
• it enters into an approved scheme of arrangement with Accordant

Accordant Group Limited Page 22 Independent Adviser’s Report and Appraisal Report
• the acquisition is approved by way of an ordinary resolution of the Company’s
shareholders excluding the Hull Family Trust and its associates
• the Company makes an allotment of shares which is approved by way of an
ordinary resolution of the Company’s shareholders excluding the Hull Family
Trust and its associates
• the Company undertakes a share buyback that is approved by the Company’s
shareholders and the Hull Family Trust and its associates do not accept the
offer of the buyback.
The Hull Allotment may reduce the likelihood of a takeover offer for the Company
from the Hull Family Trust to some degree as it may consider that it has sufficient
control over the Company. However, arguably this situation already exists and
therefore may not have any influence over the Hull Family Trust’s future intentions in
respect of a potential takeover offer.
It is possible that if the Hull Family Trust did make a takeover offer for further shares
in the Company, it may offer a control premium that is lower than would otherwise be
expected as it may value its offer on the basis that it already had significant control
of the Company and hence does not need to pay a control premium of any
significance.
The change in the Hull Family Trust’s control of voting rights to between 50.27% and
72.92% is unlikely to reduce the attraction of Accordant as a takeover target to other
parties, as any bidder looking to fully or partially take over the Company would need
to ensure that the Hull Family Trust would accept its offer irrespective of whether it
controlled 50.27% or 72.92% of the Company’s voting rights.
2.13 Likelihood of the Hull Resolution Being Approved
The trustees of the Hull Family Trust and their associates (as defined in the Code)
are not permitted to vote on the Hull Resolution. Accordingly, the outcome of the Hull
Resolution will be determined by the voting of the Non-Hull-associated Shareholders,
who collectively control 47.59% of the Company’s voting rights.
The Non-associated Directors have unanimously recommended the approval of the
Hull Resolution.
The Company’s top 10 shareholders after the Hull Associates collectively control
22.25% of the Company’s voting rights (representing 46.52% of the maximum
number of shares that can vote on the Hull Resolution) and will therefore significantly
influence the outcome of the voting on the Hull Resolution if they vote.
We are not aware of how these major shareholders will vote in respect of the
resolution.
2.14 Implications of the Hull Resolution not Being Approved
If the Hull Resolution is not approved, then completion of the Hull Allotment will not
occur and the Rights Issue will not proceed. Consequently, Accordant will retain its
current levels of debt and associated interest cost burden.
The Board has stated that while ASB has been supportive over many years (and
especially the last 2 years of difficult trading), there is no guarantee that this will
continue indefinitely. If the Rights Issue does not proceed, it would trigger an event
of review under Accordant’s facility with ASB and depending on the action taken by
ASB, this could result in significant adverse effects on the Company’s financial
position and financial performance.

Accordant Group Limited Page 23 Independent Adviser’s Report and Appraisal Report
The Board has stated that an event of review process would involve discussing with
ASB alternative methods of reducing debt, which could include refinancing or
repayment options such as more expensive debt, asset sales that would likely be
distressed or an alternative capital raising on less advantageous terms for
shareholders. ASB would also be entitled to take action to accelerate the
enforcement of its rights and seek more forceful means to secure repayment of the
debt owed.
As discussed in section 2.5, we consider alternative capital raising options for
Accordant to be limited if a comparable amount of capital needs to be raised within a
relatively short timeframe.
2.15 Voting For or Against the Hull Resolution
Voting for or against the Hull Resolution is a matter for individual shareholders based
on their own views as to value and future market conditions, risk profile and other
factors. Shareholders will need to consider these consequences and consult their
own professional adviser if appropriate.

Accordant Group Limited Page 24 Independent Adviser’s Report and Appraisal Report
3. Evaluation of the Fairness of the Related Parties Allotments
3.1 Basis of Evaluation
Listing Rule 7.10.2 requires an Appraisal Report to consider whether the terms and
conditions of the Related Parties Allotments are fair to the Company’s shareholders.
There is no legal definition of the term fair in either the Listing Rules or in any statute
dealing with securities or commercial law in New Zealand.
In our opinion, the Related Parties Allotments will be fair to the Non-Related
Parties-associated Shareholders if:
• they are likely to be at least no worse off if the Related Parties Allotments
proceed than if they do not. In other words, we consider that the Related
Parties Allotments will be fair if there is no value transfer from the Non-Related
Parties-associated Shareholders to the Related Parties, and
• the Related Parties have not used undue influence or personal connections to
achieve a favourable outcome for themselves, and
• the terms and conditions of the Related Parties Allotments are in line with
market terms and conditions.
A transfer of value from the Non-Related Parties-associated Shareholders to the
Related Parties may occur if the Related Parties Allotments are undertaken on
financial terms favourable to the Related Parties, thereby providing the Related
Parties with an economic benefit that the Non-Related Parties-associated
Shareholders cannot participate in.
We have evaluated the fairness of the Related Parties Allotments by reference to:
• the rationale for the Related Parties Allotments
• the terms and conditions of the Related Parties Allotments
• the impact of the Related Parties Allotments on the financial position of
Accordant
• the benefits and disadvantages to the Non-Related Parties-associated
Shareholders of the Related Parties Allotments
• the benefits and disadvantages to the Related Parties of the Related Parties
Allotments
• the implications if the Related Parties Resolution is not approved.
Our opinion should be considered as a whole. Selecting portions of the evaluation
without considering all the factors and analyses together could create a misleading
view of the process underlying the opinion.
3.2 Evaluation of the Fairness of the Related Parties Allotments
In our opinion, after having regard to all relevant factors, the terms and
conditions of the Related Parties Allotments are fair to the Non-Related
Parties-associated Shareholders.
The basis for our opinion is set out in sections 3.3 to 3.11.

Accordant Group Limited Page 25 Independent Adviser’s Report and Appraisal Report
3.3 Rationale for the Related Parties Allotments
In our view, the rationale for the Related Parties Allotments is sound. The Related
Parties Allotments will only occur if needed to ensure that the Minimum Amount is
met, thereby enabling the Rights Issue to proceed and thereafter to accommodate
the Committed CEO CFO Subscription.
As discussed in section 2.4, Eligible Shareholders who take up their entitlements in
full also have the opportunity to apply for Shortfall Shares above their pro rata
entitlement.
To improve the likelihood that the full amount of the Rights Issue (and at least the
Minimum Amount) is raised, approved Shortfall Investors may also apply for Shortfall
Shares.
It is only if there are Shortfall Shares remaining after satisfying applications from
Eligible Shareholders and approved Shortfall Investors that the Related Parties may
apply for and be issued Remaining Shortfall Shares. However, the Related Parties
will only be issued such number of Remaining Shortfall Shares so as to reach the
Minimum Amount and thereafter to accommodate the Committed CEO CFO
Subscription.
3.4 Terms of the Related Parties Allotments
If the Related Parties are offered the opportunity to subscribe for Remaining Shortfall
Shares, they will subscribe for such shares on the same terms as all Non-Related
Parties-associated Shareholders have subscribed for New Shares under the Rights
Issue.
Accordingly, the Related Parties Allotments will not give rise to any transfer of value
from the Non-Related Parties-associated Shareholders to the Related Parties.
3.5 Impact on Accordant’s Financial Position
As discussed in section 2.6, the Rights Issue will have a positive impact on the
Company's financial position, raising up to approximately $6.7 million of fresh equity
which will be applied to reduce Accordant’s ASB borrowings.
3.6 Alternatives to the Related Parties Allotments
The Related Parties will only be offered the opportunity to subscribe for Remaining
Shortfall Shares if Accordant needs to reach the Minimum Amount and thereafter to
accommodate the Committed CEO CFO Subscription.
In the absence of the Related Parties Allotments, if the Company still needed to reach
the Minimum Amount, it would need to revert back to the Hull Family Trust so as to
meet the Minimum Amount and ensure that the Rights Issue proceeds.
3.7 Main Advantage to the Non-Related Parties-associated Shareholders of the
Related Parties Allotments
The main advantage of the Related Parties Allotments to the Non-Related Parties-
associated Shareholders is that it increases the likelihood of the Minimum Amount
being met, thus increasing the likelihood of the Rights Issue proceeding.

Accordant Group Limited Page 26 Independent Adviser’s Report and Appraisal Report
3.8 Main Disadvantage to the Non-Hull-associated Shareholders of the Related
Parties Allotments
We are of the view that there are no disadvantages of the Related Parties Allotments
to the Non-Related Parties-associated Shareholders as the Related Parties
Allotments will only occur if there are Remaining Shortfall Shares and these need to
be issued to meet the Minimum Amount and thereafter to accommodate the
Committed CEO CFO Subscription.
3.9 Advantages and Disadvantages to the Related Parties of the Related Parties
Allotments
The main advantage of the Related Parties Allotments to the Related Parties is that
it offers them the opportunity to participate in the Rights Issue on the same terms as
the Non-Related Parties-associated Shareholders (to the extent that they may
subscribe for Remaining Shortfall Shares).
We are of the view that there are no disadvantages of the Related Parties Allotments
to the Related Parties.
3.10 Likelihood of the Related Parties Resolution Being Approved
The Related Parties and their Associated Shareholders (as defined in the Listing
Rules) are not permitted to vote on the Related Parties Resolution.
Accordingly, the outcome of the Related Parties Resolution will be determined by the
voting of the Non-Related Parties-associated Shareholders.
The Board has unanimously recommended that shareholders vote in favour of the
Related Parties Resolution.
3.11 Implications if the Related Parties Resolution is not Approved
If the Related Parties Resolution is not approved, then the Rights Offer may still
proceed but the Related Parties will not be able to participate in the Shortfall Facility.
This may result in the Minimum Amount not being raised, which would result in the
Rights Offer being withdrawn, with the same consequential impact as discussed in
section 2.14.
3.12 Voting For or Against the Related Parties Resolution
Voting for or against the Related Parties Resolution is a matter for individual
shareholders based on their own views as to value and future market conditions, risk
profile and other factors. Non-Related Parties-associated Shareholders will need to
consider these consequences and consult their own professional adviser if
appropriate.

Accordant Group Limited Page 27 Independent Adviser’s Report and Appraisal Report
4. Profile of Accordant Group Limited
4.1 Background
Simon Hull established the Allied Work Force (AWF) business in 1988.
Accordant was incorporated on 4 February 2005 as Allied Work Force Group Limited.
The Company’s shares were listed on the NZX Main Board on 6 July 2005 following
the closing of its initial public offer (IPO) where the Company issued 7,600,000
ordinary shares at $1.50 per share, raising $11.4 million.
The Company changed its name to:
• AWF Group Limited on 23 March 2011
• AWF Madison Group Limited on 5 June 2015
• Accordant Group Limited on 19 October 2020.
Accordant’s key events are summarised below.

4.2 Nature of Operations
Accordant is New Zealand’s leading recruitment and resourcing company, with
capability spanning all aspects of executive, commercial and industrial recruitment
services including permanent, temporary and contractor assignments.
In addition, The Work Collective is Accordant’s social impact initiative, which helps
people facing barriers to employment find meaningful work.

Accordant Group Limited Page 28 Independent Adviser’s Report and Appraisal Report
Accordant has 6 trading entities:

AWF was established in 1988 by Simon Hull as a blue collar temporary labour
provider. AWF predominantly supplies temporary staff to industry in a wide range of
sectors across New Zealand through a network of over 20 branches.
The Work Collective was launched in 2019. It is an employment initiative that delivers
social impact through connecting employers, employment support organisations and
Accordant’s businesses with candidates who face barriers to employment, providing
them access to meaningful work opportunities.
Absolute IT was founded in 2000 and was acquired by Accordant in 2016. It is a
specialist information and communication technology (ICT) recruitment company
providing permanent and contractor recruitment services.
Hobson Leavy was founded in 2006 and was acquired by Accordant in 2023. It is a
retained executive search firm with an extensive track record in both the public and
private sectors.
Jackson Stone & Partners was established in 2011. It specialises in executive
search, recruitment and top-level contracting assignments.
Madison Recruitment was established in 1998 and was acquired by Accordant in
2013. It delivers temporary and permanent staffing solutions to the public and private
sectors.
4.3 Key Issues Affecting Accordant
The main industry and specific business factors and risks that Accordant faces
include:
• the Company’s operations are closely linked to New Zealand’s economic cycle.
A deterioration in economic conditions may result in reduced demand for labour
and adversely impact the Company’s financial performance
• key customers may elect to reduce their reliance on the use of AWF’s on-hire
labour and instead source their own casual or permanent employees
• a significant decline in the number of crew available to work for AWF could
have an adverse effect on the Company’s ability to fill a job with an appropriate
person and / or in the timeframe required
• changes in regulations or legislation (particularly those relating to labour
relations, health and safety in the workplace and employment) may have a
direct bearing on the Company
• Accordant may not be able to compete successfully against its current and any
future competitors
• deterioration in relationships with the Company’s key customers may have an
adverse effect on the Company’s financial performance
The Work
Collective
Absolute IT
Hobson
Leavy
Jackson Stone
& Partners
Madison
Recruitment
Accordant
AWF

Accordant Group Limited Page 29 Independent Adviser’s Report and Appraisal Report
• the loss of, or failure to attract key personnel who Accordant is dependent upon,
may adversely affect the Company’s operations
• the inability to adequately fund the Company’s operations may cause it to adopt
alternative funding options or a modified growth strategy.
4.4 Directors and Senior Management
The directors of Accordant are:
• Simon Bennett, independent chair
• Simon Hull, non-executive director, associated with the Hull Family Trust
• Nick Simcock, independent director
• Richard Stone, independent director
• Bella Takiari-Brame, non-executive director.
The Company’s senior management team comprises:
• Jason Cherrington, chief executive officer
• Rod Hyde, chief financial officer.
4.5 Capital Structure and Shareholders
Accordant currently has 34,325,542 ordinary shares on issue held by 611
shareholders.
The names, number of shares and percentage holding of the 10 largest shareholders
as at 13 March 2026 are set out below.

Accordant’s 10 Largest Shareholders

Shareholder No. of Ordinary
Shares Held

%

Hull Family Trust 18,194,598 53.01%
Masfen 2,404,592 7.01%
MA Janssen Limited 1,109,264 3.23%
New Zealand Depository Nominee 993,643 2.89%
New Zealand Central Securities Depository Limited 986,561 2.87%
Ian Douglas and Anna Douglas 487,634 1.42%
Accordant 406,809 1.19%
Peter Hull and Antoinette Edmonds 372,696 1.09%
Wynnis Armour and Jocelyn Dutton 354,703 1.03%
Ross Keenan 300,000 0.87%

Subtotal 25,610,500 74.61%
Others (601 shareholders) 8,715,042 25.39%

Total
34,325,542 100.00%

Source: NZX Company Research

Accordant holds the 406,809 ordinary shares as treasury stock.
In addition to the 34,325,542 ordinary shares on issue, Accordant has 800,000
restricted shares on issue under its employee share plan. The restricted shares
confer voting rights.

Accordant Group Limited Page 30 Independent Adviser’s Report and Appraisal Report
4.6 Financial Performance
A summary of Accordant’s recent financial performance is set out below.

Summary of Accordant Financial Performance



Year to
31 Mar 23
(Audited)
$000
Year to
31 Mar 24
(Audited)
$000
Year to
31 Mar 25
(Audited)
$000
6 Mths to
30 Sep 25
(Unaudited)
$000

Revenue from contracts with customers 227,371 212,385 165,237 82,029

Investment revenue 65 114 68 38

Fair value gain on contingent consideration - 1,865 992 -

Direct costs (2,186) (2,271) (1,226) (752)

Employee benefits expense (119,883) (120,314) (108,207) (51,122)

Contractor costs (86,503) (73,342) (45,363) (24,342)

Depreciation and amortisation (4,628) (4,947) (4,645) (2,045)

Impairment of goodwill / right of use assets (109) (11,000) - -

Other operating expenses (8,988) (9,852) (8,132) (3,887)

Finance costs (2,062) (2,791) (3,021) (1,488)

Profit / (loss) before income tax

3,077 (10,153) (4,297) (1,569)

Income tax (expense) / benefit (1,100) 145 1,417 447

Profit / (loss) after income tax

1,977 (10,008) (2,880) (1,122)

Source: Accordant annual reports and 2026 interim report

The Company’s financial performance between the 2023 financial year and the first
half of the 2026 financial year has fluctuated significantly.
Accordant’s revenue has decreased over the period, largely reflecting a prolonged
recessionary environment, elevated interest rates, rising business costs and a
decline in hiring demand contributing to high levels of unemployment in
New Zealand.
Approximately 43% of revenue is derived from “blue collar” operations (AWF and The
Work Collective) and 57% from “white collar” operations (Absolute IT, Hobson Leavy,
Jackson Stone & Partners and Madison Recruitment).
The reduced revenue levels have led Accordant to reduce its operational costs, right
size the business wherever possible and focus in areas of the market that have been
more resilient. However, high unemployment levels and a slow economic recovery
have limited the benefits of the Company’s cost saving initiatives.
A net loss of $10.0 million was recorded in the 2024 financial year, largely due to a
$11.0 million impairment of the carrying value of goodwill for AWF and Madison
Recruitment.

Accordant Group Limited Page 31 Independent Adviser’s Report and Appraisal Report
4.7 Financial Position
A summary of Accordant’s recent financial position is set out below.

Summary of Accordant Financial Position

As at
31 Mar 23
(Audited)
$000
As at
31 Mar 24
(Audited)
$000
As at
31 Mar 25
(Audited)
$000
As at
30 Sep 25
(Unaudited)
$000


Current assets 25,946 23,129 20,500 16,326

Non current assets 68,933 55,084 52,683 56,374

Total assets 94,879 78,213 73,183 72,700

Current liabilities (25,842) (21,334) (16,863) (16,452)

Non current liabilities (34,451) (34,244) (36,374) (37,376)

Total liabilities (60,293) (55,578) (53,237) (53,828)

Total equity

34,586 22,635 19,946 18,872

Source: Accordant annual reports and 2026 interim report


The Company's current assets consist mainly of trade and other receivables, which
amounted to $15.0 million as at 30 September 2025.
Non current assets as at 30 September 2025 consisted mainly of:
• intangible assets: $45.1 million (mainly goodwill and brands)
• right of use assets: $10.0 million (mainly premises leases).
The Company's current liabilities consist mainly of trade and other payables, which
amounted to $14.1 million as at 30 September 2025.
Non current liabilities as at 30 September 2025 consisted mainly of:
• ASB borrowings: $28.0 million
• lease liabilities: $8.4 million.
Shareholders’ equity of $18.9 million as at 30 September 2025 consisted of:
• $30.9 million of issued share capital
• treasury shares of negative $0.6 million
• negative $11.9 million of accumulated losses
• reserves of $0.5 million.

Accordant Group Limited Page 32 Independent Adviser’s Report and Appraisal Report
4.8 Cash Flows
A summary of Accordant’s recent cash flows is set out below.

Summary of Accordant Cash Flows



Year to
31 Mar 23
(Audited)
$000
Year to
31 Mar 24
(Audited)
$000
Year to
31 Mar 25
(Audited)
$000
6 Mths to
30 Sep 25
(Unaudited)
$000

Net cash inflow / (outflow) from operating activities 4,715 2,314 (648) 2,545

Net cash (outflow) from investing activities (6,439) (230) (108) (68)

Net cash inflow / (outflow) from financing activities

(1,294) (1,946) 1,642 (4,397)

Net increase / (decrease) in cash held (3,018) 138 886 (1,920)

Opening cash balance 4,972 1,954 2,092 2,978

Closing cash balance

1,954 2,092 2,978 1,058

Source: Accordant annual reports and 2026 interim report

Investing cash flows in 2023 included $5.75 million paid in respect of the acquisition
of Hobson Leavy.
Financing cash flows have included:
• net $5.0 million draw down of ASB borrowings and $4.3 million of dividends
paid in the 2023 financial year
• net $3.0 million draw down of ASB borrowings and $2.2 million of dividends
paid in the 2024 financial year
• $4.5 million draw down of ASB borrowings in the 2025 financial year
• $3.0 million repayment of ASB borrowings in the first half of the 2026 financial
year.
4.9 Share Price History
Set out below is a summary of Accordant’s daily closing share price and monthly
volumes of shares traded from 3 January 2024 to 20 March 2026.

Source: NZX Company Research
Accordant’s shares have traded between $0.25 (between 24 June and 18 July 2025)
and $1.03 (on 5, 7 and 8 February 2024) at a VWAP of $0.39.
0
100,000
200,000
300,000
0.00
0.20
0.40
0.60
0.80
1.00
3/01/20243/04/20243/07/20243/10/20243/01/20253/04/20253/07/20253/10/20253/01/2026
Volumes Traded
Share Price ($)
Accordant Share Price
Monthly volume (rhs)Closing price (lhs)

Accordant Group Limited Page 33 Independent Adviser’s Report and Appraisal Report
An analysis of VWAP, traded volumes and liquidity (measured as traded volumes as
a percentage of shares outstanding) up to 20 March 2026 is set out below.

Accordant Share Trading up to 20 March 2026

Period
Low

$
High
$
VWAP
$
Volume
Traded
(000)
Liquidity

1 month 0.300 0.330 0.310 109 0.3%

3 months 0.265 0.330 0.301 336 1.0%

6 months 0.265 0.330 0.296 739 2.2%

12 months 0.250 0.380 0.293 1,825 5.4%

Source: NZX Company Research

Over the last 12 months, only 5.4% of Accordant’s shares have traded on 203 days
between $0.25 and $0.38 at a VWAP of $0.29. The shares last traded on 19 March
2026 at $0.30.

Accordant Group Limited Page 34 Independent Adviser’s Report and Appraisal Report
5. Sources of Information, Reliance on Information, Disclaimer
and Indemnity
5.1 Sources of Information
The statements and opinions expressed in this report are based on the following main
sources of information:
• the draft notice of special meeting
• the draft Rights Issue Document
• the Accordant annual reports for the years ended 31 March, 2023 to 2025
• the Accordant 2026 interim report
• data in respect of Accordant from NZX Company Research and S&P Capital
IQ.
• publicly available information regarding Accordant.
During the course of preparing this report, we have had discussions with and / or
received information from the Non-associated Directors and Accordant’s legal and
financial advisers.
The Non-associated Directors have confirmed that we have been provided for the
purpose of this Independent Adviser’s Report and Appraisal Report with all
information relevant to the Rights Issue, the Hull Allotment and the Related Parties
Allotments that is known to them and that all the factual information provided by
Company contained in this report is true and accurate in all material respects and is
not misleading by reason of omission or otherwise.
Including this confirmation, we have obtained all the information that we believe is
necessary for the purpose of preparing this Independent Adviser’s Report and
Appraisal Report.
In our opinion, the information set out in this Independent Adviser’s Report and
Appraisal Report is sufficient to enable the Non-associated Directors and the
Company’s shareholders to understand all the relevant factors and to make an
informed decision in respect of the Hull Allotment and the Related Parties Allotments.
5.2 Reliance on Information
In preparing this report we have relied upon and assumed, without independent
verification, the accuracy and completeness of all information that was available from
public sources and all information that was furnished to us by Accordant and its
advisers.
We have evaluated that information through analysis, enquiry and examination for
the purposes of preparing this report but we have not verified the accuracy or
completeness of any such information or conducted an appraisal of any assets. We
have not carried out any form of due diligence or audit on the accounting or other
records of Accordant. We do not warrant that our enquiries would reveal any matter
which an audit, due diligence review or extensive examination might disclose.

Accordant Group Limited Page 35 Independent Adviser’s Report and Appraisal Report
5.3 Disclaimer
We have prepared this report with care and diligence and the statements in the report
are given in good faith and in the belief, on reasonable grounds, that such statements
are not false or misleading. However, in no way do we guarantee or otherwise
warrant that any forecasts of future profits, cash flows or financial position of
Accordant will be achieved. Forecasts are inherently uncertain. They are predictions
of future events that cannot be assured. They are based upon assumptions, many
of which are beyond the control of Accordant and its Board and management team.
Actual results will vary from the forecasts and these variations may be significantly
more or less favourable.
We assume no responsibility arising in any way whatsoever for errors or omissions
(including responsibility to any person for negligence) for the preparation of the report
to the extent that such errors or omissions result from our reasonable reliance on
information provided by others or assumptions disclosed in the report or assumptions
reasonably taken as implicit.
Our evaluation has been arrived at based on economic, exchange rate, market and
other conditions prevailing at the date of this report. Such conditions may change
significantly over relatively short periods of time. We have no obligation or
undertaking to advise any person of any change in circumstances which comes to
our attention after the date of this report or to review, revise or update this report.
We have had no involvement in the preparation of the notice of special meeting
issued by Accordant and have not verified or approved the contents of the notice of
special meeting. We do not accept any responsibility for the contents of the notice
of special meeting except for this report.
5.4 Indemnity
Accordant has agreed that, to the extent permitted by law, it will indemnify Simmons
Corporate Finance and its directors and employees in respect of any liability suffered
or incurred as a result of or in connection with the preparation of this report. This
indemnity does not apply in respect of any negligence, wilful misconduct or breach
of law. Accordant has also agreed to indemnify Simmons Corporate Finance and its
directors and employees for time incurred and any costs in relation to any inquiry or
proceeding initiated by any person. Where Simmons Corporate Finance or its
directors and employees are found liable for or guilty of negligence, wilful misconduct
or breach of law, Simmons Corporate Finance shall reimburse such costs.

Accordant Group Limited Page 36 Independent Adviser’s Report and Appraisal Report
6. Qualifications and Expertise, Independence, Declarations and
Consents
6.1 Qualifications and Expertise
Simmons Corporate Finance is a New Zealand owned specialist corporate finance
advisory practice. It advises on mergers and acquisitions, prepares independent
expert's reports and provides valuation advice.
The person in the company responsible for issuing this report is Peter Simmons,
B.Com, DipBus (Finance), INFINZ (Cert).
Simmons Corporate Finance and Mr Simmons have significant experience in the
independent investigation of transactions and issuing opinions on the merits and
fairness of the terms and financial conditions of the transactions.
6.2 Independence
Simmons Corporate Finance does not have at the date of this report, and has not
had, any shareholding in or other relationship with Accordant or the Hull Family Trust
or the Related Parties or any conflicts of interest that could affect our ability to provide
an unbiased opinion in relation to the Hull Allotment or the Related Parties Allotments.
Simmons Corporate Finance has not had any part in the formulation of the Rights
Issue or the Hull Allotment or the Related Parties Allotments or any aspects thereof.
Our sole involvement has been the preparation of this report.
Simmons Corporate Finance will receive a fixed fee for the preparation of this report.
This fee is not contingent on the conclusions of this report or the outcome of the
voting on the Hull Resolution or the Related Parties Resolution. We will receive no
other benefit from the preparation of this report.
6.3 Declarations
An advance draft of this report was provided to the Non-associated Directors for their
comments as to factual accuracy of the contents of the report. Changes made to the
report as a result of the circulation of the draft have not changed the methodology or
our conclusions.
Our terms of reference for this engagement did not contain any term which materially
restricted the scope of the report.
6.4 Consents
We consent to the issuing of this report in the form and context in which it is to be
included in the notice of special meeting to be sent to Accordant’s shareholders.
Neither the whole nor any part of this report, nor any reference thereto may be
included in any other document without our prior written consent as to the form and
context in which it appears.


Peter Simmons
Director
Simmons Corporate Finance Limited
23 March 2026

NOTICE OF SPECIAL SHAREHOLDERS’ MEETING68
Registered Office
Level 6, 51 Shortland Street
Auckland Central
Auckland 1010
New Zealand
Phone: +64 9 526 8770
Board of Directors
Simon Bennett – Chairman and Independent Director
Simon Hull – Non-Independent Director
Nicholas Simcock – Independent Director
Richard Stone – Independent Director
Bella Takiari-Brame – Independent Director
Senior Leadership Team
Jason Cherrington – Chief Executive Officer
Rod Hyde – Chief Financial Officer
Auditor
Deloitte Limited
Deloitte Centre
L15-20, 1 Queen Street
Auckland 1010
Lawyers
MinterEllisonRuddWatts
PwC Tower
15 Customs Street West
Auckland 1010
New Zealand
Bankers
ASB Bank Limited
Share registrar
MUFG Pension & Market Services
PwC Tower
L30, 15 Customs Street West
Auckland 1010
New Zealand
Enquiries
MUFG Pension & Market Services: +64 9 375 5998 between
8.30am and 5.00pm (NZT), Monday to Friday
Further information online
Our Annual and Interim Reports, our governance documents
and our announcements can be viewed on our website:
https://accordant.nz/investor-communications and
https://accordant.nz/corporate-governance
DIRECTORY

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FY22 ActualFY23 ActualFY24 ActualFY25 Actual
FY26
Estimate
FY27
Estimate
FY28
Estimate
Group EBITDA (Pre IFRS16)
8.86.63.5-1.01.33.26.9
-2.0
0.0
2.0
4.0
6.0
8.0
10.0

50
100
150
FY25FY26FY27FY28
$ 'M
-2
2
4
6
8
FY25FY26FY27FY28
$ 'M
50
100
150
FY25FY26FY27FY28
$ 'M
-2
2
4
6
8
FY25FY26FY27FY28
$ 'M