Annual Shareholders Meeting

Briscoe Group Limited

Notice of Annual Meeting


Notice is hereby given that an Annual Meeting of shareholders of Briscoe Group Limited (the “Company”) for the year
ended 25 January 2026 will be held both as an online meeting and at the offices of Simpson Grierson, Level 28,
Shortland and Fort, 88 Shortland Street, Auckland on Thursday 7 May 2026, commencing at 10:00am (“Annual
Meeting”).

Shareholders wishing to attend, vote and ask questions online at the Annual Meeting, can do so at
www.virtualmeeting.co.nz/bgp26.

Shareholders are invited to join the directors of the Company (“Board”) for morning tea at 9:30am prior to the Annual
Meeting.

To view the latest financial statements for the year ended 25 January 2026, please visit
http://briscoegroup.co.nz/investor-centre and select the Annual Report for the period ended 25 January 2026.

Items of Business

The business of the Annual Meeting is comprised of ordinary business, being:

Item 1: Chairman’s address

Item 2: Managing Director’s address

Item 3: Financial Statements

To receive and consider the Company’s financial statements for the year ended 25 January 2026 together
with the Directors’ and Auditor’s reports.

Item 4: Resolutions – Ordinary Business

Resolution 1. Re-election of Director – Anthony (Tony) Batterton
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That Tony Batterton, who will retire by rotation at the close of the Annual Meeting in accordance with NZX
Listing Rule 2.7.1 and the Company's Constitution, be re-elected as a director of the Company.”

Resolution 2. Re-election of Director – Mark Cairns
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That Mark Cairns, who having been appointed by the Company’s Board as an additional director effective from 1
November 2025, retires at the close of the Annual Meeting in accordance with NZX
Listing Rule 2.7.1 and the Company's Constitution, be re-elected as a director of the Company.”

See the Explanatory Notes to this notice for profiles of Tony Batterton and Mark Cairns.

Resolution 3. Auditor’s Remuneration
To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“It be recorded that PricewaterhouseCoopers will continue in office as the Company’s auditor and that the Board
be authorised to fix the remuneration of PricewaterhouseCoopers for the ensuing year.”

Item 5: General Business

To consider any other business that may properly be submitted to an annual meeting.

Procedural Notes

Requisite majorities

Each of the three resolutions are to be considered as separate ordinary resolutions. To be passed, each resolution
requires the approval of a simple majority of the votes of those shareholders entitled to vote and voting (in person or
by proxy). Voting will be conducted by poll, in accordance with NZX Listing Rule 6.1.1.

There are no voting restrictions on any shareholders to prevent them from exercising their vote on any resolutions
being considered at the Annual Meeting.

Voting by Proxy

A shareholder entitled to attend and vote at the Annual Meeting may appoint a proxy to attend online and vote on that
shareholder's behalf. A proxy need not be a shareholder of the Company.
To appoint a proxy, a shareholder should complete and sign the proxy form accompanying this notice and return it to
the office of the Company's Share Registrar, MUFG Pension & Market Services using the reply-paid envelope provided.
Alternatively, proxy votes can be lodged online at: https://vote.cm.mpms.mufg.com/BGP. You will be required to enter
your CSN/Holder number and Authorisation Code (FIN) or your HIN/SRN and postcode to securely access the website.
Follow the prompts to appoint your proxy and complete your vote.
For a proxy to be validly appointed, the proxy form must be received (either by post or online, as outlined above) no
later than 10:00am on Tuesday, 5 May 2026. If the form is sent by post, it must be received by that time at the offices
of the Company’s Share Registrar, MUFG Pension & Market Services, PO Box 91976, Auckland 1142 or Level 30, PwC
Tower, 15 Customs Street West, Auckland, New Zealand.
The Chairman of the Annual Meeting may be appointed as a proxy and intends to vote any undirected/discretionary
proxy votes in favour of each resolution. If you return your proxy form without nominating a proxy, or if your
nominated proxy does not attend the Annual Meeting on your behalf, the Chairman will act as your default proxy.
Where the Chairman acts as your default proxy, your votes will be registered as abstentions unless you have expressly
directed otherwise on the proxy form.
If your proxy is not the Chairman of the Annual Meeting and they intend to join the Annual Meeting remotely please
ensure that you provide their contact details in the space provided on the proxy form.

Online Annual Meeting
For shareholders who wish to join the Annual Meeting online or where circumstances require the Company to hold the
Annual Meeting online only, attendance will be via an online platform provided by our share registrar, MUFG Pension &
Market Services at www.virtualmeeting.co.nz/bgp26. Shareholders attending and participating in the Annual Meeting
virtually via the online platform will be able to vote and ask questions during the Annual Meeting. More information
regarding virtual attendance at the Annual Meeting (including how to vote and ask questions virtually during the
Meeting) is available in the Virtual Annual Meeting Online Portal Guide available at
https://mail.cm.mpms.mufg.com/MUFG/MUFG_VirtualMeetingGuide.pdf.
Shareholders present at the online meeting will have the opportunity to submit questions to the Board, the Company’s
senior management and the Company’s auditor during the Annual Meeting. Shareholders wanting to ask a question
prior to the Annual Meeting should follow the process outlined in STEP 3 of the attached proxy form/admission card.

Please note that for shareholders who are unable to attend the online meeting, transcripts of the Chairman and
Managing Director’s addresses to the Annual Meeting will be posted on the Company’s website at
http://briscoegroup.co.nz/investor-centre/ and released to NZX’s and ASX’s market announcement platforms at the
same time or before they are delivered to the Annual Meeting.

Results of the voting will be available after the conclusion of the Annual Meeting and will be notified to the NZX and
ASX.

Annual Report

The Annual Report for the year ended 25 January 2026, and previous periods, are available at
http://briscoegroup.co.nz/investor-centre/. Copies of all future reports will also be available for you to view on this
website. If you wish to receive, at any time, a printed or electronic copy of the Annual Report, or any future Annual
Reports, you can update your communication preference by sending an email to operations.nz@cm.mpms.mufg.com
(please use “BGP Annual Report” as your subject of your email).

Explanatory Notes

Resolution 1: Re-election of Director

Under NZX Listing Rule 2.7.1, a director must not hold office (without re-election) past the third Annual Meeting
following the director’s appointment or 3 years, whichever is longer. Tony Batterton was appointed as a director (by re-
election) at the Annual Meeting held on 18 May 2023 and, as such, retires by rotation and offers himself for re-election.

Under NZX Listing Rule 7.8.3(a), the Board confirms that Tony Batterton is an independent director.

The Board unanimously supports the re-election of Tony Batterton.

Resolution 2: Re-election of Director

Under NZX Listing Rule 2.7.1, a director appointed by the Board must not hold office (without re-election) past the next
Annual Meeting following the director’s appointment. Mark Cairns was appointed as a director by the Board, effective
from 1 November 2025 and, as such, retires and offers himself for re-election.

Under NZX Listing Rule 7.8.3(a), the Board confirms that Mark Cairns is an independent director.

The Board unanimously supports the re-election of Mark Cairns.

Profiles of Directors seeking re-election


Tony Batterton

Tony has more than 30 years’ private equity and investment banking experience in New Zealand with Evergreen
Partners and Direct Capital, and in London with HSBC Investment Bank. Prior to this he qualified as a Chartered
Accountant with PwC.

In addition to his role as an Independent Director of Briscoe Group, Tony is currently a Partner and Director of
Evergreen Partners. He is also a Non-Executive Director of Scales Corporation Limited, NZ Fine Tours Holdings Limited,
Siplow Nominees Ltd and various Direct Capital entities. Tony holds a Bachelor of Commerce from the University of
Auckland.

Mark Cairns

Mark was appointed as an independent director of Briscoe Group effective from 1 November 2025.

He is an experienced business leader with demonstrated commercial abilities in logistics, infrastructure, complex supply
chains and capital markets gained across a number of notable organisations including roles as Chief Executive for Port of
Tauranga, Toll Owens and Owens Cargo Company.

Mark is currently Chair of Freightways Limited having joined their Board in 2021 and is also a director of Auckland
International Airport Limited. He holds a first class honours degree in Civil Engineering from University of Auckland, a
degree in Business Studies and Master of Management from Massey University. He is also a Fellow of Engineering New
Zealand and Chartered Fellow of the Institute of Directors.


Resolution 3: Auditor’s Remuneration

PricewaterhouseCoopers is the existing auditor of the Company and has indicated its willingness to continue in office.
Pursuant to section 207T of the Companies Act 1993 of New Zealand, PricewaterhouseCoopers is automatically
reappointed at the Annual Meeting as auditor of the Company. The proposed resolution is to authorise the Board to fix
the auditor’s remuneration for the following year for the purposes of section 207S of the Companies Act 1993.



Briscoe Group Limited is a company incorporated in New Zealand and registered in Australia as a foreign company under the name Briscoe Group
Australasia Limited (ARBN 619 060 552). It is listed on the NZX and also the Australian Securities Exchange as a foreign exempt entity. (NZX/ASX code: BGP).

Go online to vote.cm.mpms.mufg.com/BGP to appoint your proxy
LODGE YOUR PROXY
Proxy Form/Admission Card for Briscoe Group Limited 2026 Annual Shareholders’ Meeting
Notice is hereby given that the Annual Shareholders’ Meeting of Briscoe Group Limited (“the Company”) will be held at the offices of Simpson Grierson,
Level 28, Shortland and Fort, 88 Shortland Street, Auckland and online through the MUFG Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/bgp26 at 10am (New Zealand time) on Thursday, 7 May 2026. You will require your CSN/Holder Number for verification
purposes.
If you propose to attend the Meeting in person, please bring this form to assist with your registration. Shareholders wishing to access the Meeting online
should follow the instructions and prompts on the link above. If shareholders have any difficulties accessing the Meeting on Thursday, 7 May 2026,
please contact MUFG Pension & Market Services on +64 9 375 5998
If you will not attend the meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgment instructions
above) to Briscoe Group Limited’s share registry, MUFG Pension & Market Services, by no later than 10am on Tuesday, 5 May 2026. You can also
appoint your proxy and vote on the resolutions on the reverse of this form online by going to vote.cm.mpms.mufg.com/BGP or by scanning the QR code
above with your smartphone.
Thursday 7 May 2026 at 10am (New Zealand time)
CSN/Holder Number: <CSN/Holder Number>
*Barcode*
The offices of Simpson Grierson, Level 28, Shortland and Fort,
88 Shortland Street, Auckland
www.virtualmeeting.co.nz/bgp26
Appointment of proxy
If you are entitled to vote at the meeting, you may appoint a proxy to attend
the meeting and vote on your behalf, unless specifically excluded. The
proxy need not also be a shareholder. If you wish, you may appoint “The
Chairman of the Meeting” as your proxy or as alternative to your named
proxy. The Chairman intends to vote any undirected (i.e. no voting
instructions included) or discretionary proxy votes in favour of each
resolution being considered at the Meeting.
Voting of your holding
Direct your proxy how to vote by making the appropriate election, either
online or on this Proxy Form, in respect of each resolution. If you return this
form without directing the proxy how to vote on any particular matter, the
proxy may vote as he/she thinks fit or abstain from voting. If you make more
than one election in respect of a resolution your vote will be invalid on that
resolution. If this Proxy Form is returned duly signed by a Shareholder with
voting instructions included, but without specifying a person that is
appointed as proxy, or if your nominated proxy does not attend the Meeting
on your behalf, the Chairman of the Meeting is deemed to be the proxy for
the purpose of that form, but only to vote to the extent of the voting
instructions provided. If you return your proxy form without voting
instructions and do not specify a person as your proxy, no vote will be
exercised in respect of your shareholding.
Attending the meeting
If you plan to attend the meeting in person, please bring this Admission
Card/Proxy Form intact as the barcode will assist in your registration.
If you plan to attend the meeting virtually, you can join via the MUFG
Pension & Market Services meeting platform at
www.virtualmeeting.co.nz/bgp26. You will require your CSN/Holder
Number for verification purposes. Companies or bodies corporate that wish
to attend online through a representative must ensure that the
representative brings the original notice appointing him or her to the
meeting. To assist administration, the Company would be grateful if notices
appointing representatives are delivered to MUFG Pension & Market
Services no later than 10am on Tuesday 5 May 2026.
Signing instructions for this form
Individual
Where the holding is in one name, the shareholder must sign the Proxy
Form.
Joint Holding
Where the holding is in more than one name, at least one joint shareholder
should sign this form (on behalf of all joint shareholders). If different joint
shareholders purport to appoint different proxies, the vote of the proxy
appointed by the first named joint shareholder shall apply.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the
power of attorney under which it was signed (if not previously provided to
the Registrar), and a signed certificate of non-revocation of the power of
attorney must accompany this Proxy Form.
Corporate Shareholder
In the case of a corporate shareholder, a duly authorised officer or director
must sign this Proxy Form. Persons who sign on behalf of a corporate
shareholder must be acting with that corporate shareholder’s express or
implied authority.
Online
vote.cm.mpms.mufg.com/BGP
Scan this QR code with
your smartphone and vote
online
Scan & email
meetings.nz@cm.mpms.mufg.com
Mail
Use the enclosed reply paid
envelope or address to:
MUFG Pension & Market Services
PO Box 91976
Auckland 1142
General Enquiries
Email
enquiries.nz@cm.mpms.mufg.com
Phone
+64 9 375 5998
Space and position for name and address
SAMPLE

Briscoe Group Limited is a company incorporated in New Zealand and registered in Australia as a foreign company under the name Briscoe Group
Australasia Limited (ARBN 619 060 552). It is listed on the NZX and also the Australian Securities Exchange as a foreign exempt entity. (NZX/ASX code: BGP).
Step 1 Appoint a Proxy / Corporate Representative
I/We being a shareholder/s of Briscoe Group Limited hereby appoint:
Name
or failing him/her:
Email Address
NameEmail Address
as my/our proxy to vote for my/our behalf at the Annual Meeting of Shareholders of the Company to be held at the offices of Simpson Grierson, Level 28,
Shortland and Fort, 88 Shortland Street, Auckland and/or online at www.virtualmeeting.co.nz/bgp26 on Thursday 7 May 2026, commencing at 10am and at
any adjournment of that meeting.
Step 2 Items of Business – Voting Instructions
Instruct a proxy to vote by placing a tick in the relevant box. If you have appointed a proxy and want him/her to decide how to vote on the resolution, tick the
box “Proxy’s discretion”. Please note for each resolution you must tick one box.
Step 3 Shareholder Questions
Shareholders attending the Annual Shareholders’ Meeting virtually, or in person, will have the opportunity to ask questions during the meeting. If you cannot
attend the Annual Shareholders’ Meeting but would like to ask a question, you can submit a question online by going to vote.cm.mpms.mufg.com/BGP and
completing the online validation process or complete the question section below and return to MUFG Pension & Market Services in the envelope enclosed.
Questions will need to be submitted by 10am on Tuesday, 5 May 2026. The Board will endeavour to address and answer questions at the Annual Shareholders’
Meeting.
Question:
Step 4 Signature of Shareholder(s) This section must be completed
Shareholder 1
or duly authorised officer or attorney
Shareholder 2
or duly authorised officer or attorney
Shareholder 3
or duly authorised officer or attorney
Contact NameContact Daytime TelephoneDate
Electronic Investor Communications
If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide your email
address below:
To consider and, if thought fit, pass the following ordinary resolutions:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1.1. That Tony Batterton, who will retire by rotation at the close of the Annual Meeting in
accordance with NZX Listing Rule 2.7.1 and the Company’s Constitution, be re-elected as a
director of the Company.
2.
3.2. That Mark Cairns, who having been appointed by the Company’s Board as an additional
director effective from 1 November 2025, retires at the close of the Annual Meeting in
accordance with NZX Listing Rule 2.7.1 and the Company’s Constitution, be re-elected as a
director of the Company.
4.
5.3. It be recorded that PricewaterhouseCoopers will continue in office as the Company’s
auditor and that the Board be authorised to fix the remuneration of PricewaterhouseCoopers
for the ensuing year.
CSN/Holder Number:
*Barcode*
SAMPLE