Notice of Meeting 2026

On behalf of the Board of Directors, I am pleased to invite
you to the 2026 Annual Meeting of Shareholders of
Accordant Group Limited (AGL) which will be held online
via live webcast, on Friday 28 August 2026 at 10:00am New
Zealand time (NZST).
Attendance online:
www.virtualmeeting.co.nz/agl26

When: Friday 28 August at 10:00am (NZST)
Shareholders attending the meeting will be able to vote and
ask questions at the meeting. Shareholders can also pre-
submit questions either online at:
https://nz.investorcentre.mpms.mufg.com/voting/AGL
or using the enclosed proxy form. Questions will need to be
submitted by 10:00am New Zealand time (NZST) on
Wednesday, 26 August 2026.
If you cannot attend the Annual Meeting, I encourage you to
complete and lodge the proxy form in accordance with the
instructions on the back of that form so that it reaches MUFG
Pension & Market Services by 10:00am (NZST) on
Wednesday, 26 August 2026.
ITEMS OF BUSINESS
1. Chairman’s Introduction.
2. To note the consolidated financial statements for the
year ended 31 March 2026.
3. CEO Report and Update.
4. Resolutions (see Explanatory Notes below):
• Director Elections (Ordinary Resolutions)
In compliance with the rotation requirements of
Listing Rule 2.7.1; one director is due for re-election
in 2026:
4.1 Simon Hull retires as a director by rotation
and being eligible offers himself for re-
election. Accordingly, the meeting is asked
to consider, and if thought fit:
o That Simon Hull is re-elected as a
Director of Accordant Group
Limited.
• Auditors’ Fees (Ordinary Resolution)
4.2 To authorise the Directors to fix the fees
and expenses of the auditors for the year.
5. To note that the Directors anticipate that they may
redeem or cancel existing shares issued under the 2022
and 2023 Schemes, if staff holding shares resign from
the Group during the year.
6. General Business.
The Board recommends you vote in favour of all resolutions.
You will also find enclosed a disclosure document in respect
of the provision of financial assistance and the acquisition of
restricted shares issued by Accordant Group Limited in
connection with Accordant Group Limited 's restricted share
schemes. This disclosure document is required under the
Notice of Annual
Meeting of
Shareholders

Companies Act 1993 and is provided to you for your
information. You are not required to take any action in
relation to it.

VOTING BY PROXY
A shareholder entitled to attend and vote at the meeting may
appoint a proxy to attend 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 included with the notice of meeting and return
it to the office of the Company's Share Registrar.
Alternatively, proxy votes can be lodged online by viewing the
MUFG Pension & Market Services voting website:
https://nz.investorcentre.mpms.mufg.com/voting/AGL
You will be required to enter your CSN/Holder number and
Authorisation Code (FIN) to securely access the website and
then follow the prompts to appoint your proxy and exercise
your vote.
For a proxy form to be valid, it must be received (either by
post or online, as outlined above) no later than 10:00am New
Zealand time (NZST) on Wednesday, 26 August 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 and
Market Services, PO Box 91976, Victoria Street West,
Auckland 1142 or Level 30, PwC Tower, 15 Customs Street
West, Auckland, New Zealand.
We hope that you are able to attend the meeting.

For the Board,


Simon Bennett
Chairman
3 August 2026









EXPLANATORY NOTES
Election of Directors
Simon Hull biography:
Simon founded the Allied Work Force (AWF) business in
1988. He was the AWF Managing Director for 27 years and is
currently Accordant Group Limited’s largest shareholder. He
has been instrumental in growing what is now the Accordant
business from a single office in Penrose to its current market
leading position. Before founding AWF, Simon was involved in
farming, horticulture and small business management. He
continues to be involved in marine-focussed businesses as
well as pursuing his onshore and offshore yacht racing
passion. Simon is a non-executive (“non-independent”)
Director.
Auditors’ Fees
Deloitte Limited is the current auditor to Accordant Group
Limited and is expected to be reappointed under section 207T
of the Companies Act 1993. The purpose of the resolution is
to authorise the Board under the Act to fix the fees and
expenses of the auditor.

---

Go online to https://nz.investorcentre.mpms.mufg.com/voting/AGL to appoint your proxy

LODGE YOUR PROXY
















Proxy Form/Admission Card for Accordant Group Limited 2026 Annual Shareholders’ Meeting

Notice is hereby given that the Annual Shareholders’ Meeting of Accordant Group Limited (“the Company”) will be held online through the MUFG Pension
& Market Services meeting platform at www.virtualmeeting.co.nz/agl26 on Friday, 28 August 2026 at 10:00am (New Zealand time). You will require your
CSN/Holder Number for verification purposes.
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 Accordant Group Limited’s share registry, MUFG Pension & Market Services, by no later than 10:00am (New Zealand time), Wednesday, 26
August 2026. You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to
https://nz.investorcentre.mpms.mufg.com/voting/AGL or by scanning the QR code above with your smartphone.


Friday, 28 August 2026 at 10:00am (New Zealand time)
CSN/Holder Number:



www.virtualmeeting.co.nz/agl26

Appointment of proxy
If you DO NOT plan to attend the meeting, you may appoint a proxy. The
proxy need not be a shareholder. The Chair of the meeting is willing to act
as proxy for any shareholder who appoints him for that purpose. If, in
appointing your proxy, you do not name a person as your proxy, or your
named proxy does not attend the meeting, the Chair of the meeting will be
your proxy and may vote only in accordance with your express direction
and, if given express discretion, will vote in favour of the relevant resolution.

Voting of your holding
Direct your proxy how to vote by making the appropriate election, either
online or on this Proxy Form, in respect of each item of business. If you do
not make an election in respect of a resolution your proxy may vote as they
choose, unless they are specifically excluded from voting on that resolution.
If you make more than one election in respect of a resolution your vote will
be invalid on that resolution.
If a vote is required on any other matter at the meeting, including motions
from the floor, a proxy or corporate representative may vote or abstain from
voting on that matter on your behalf as he or she thinks fit (subject to voting
restrictions).

Proxy Discretion
If you expressly appoint the Chair of the meeting as your proxy and elect to
give them discretion on how to vote on a resolution, you acknowledge that
they may exercise your vote even if they have an interest in the outcome of
that resolution.

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/agl26. You will require your CSN/Holder Number
for verification purposes.

A corporation may appoint a person as its representative to attend and
vote at the Meeting in the same manner as that in which it could appoint a
proxy. That person need not also be a shareholder.

Even if you have appointed a proxy, you can still attend the meeting
online, but you will not be able to vote.

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
https://nz.investorcentre.mpms.mufg.com/voting/AGL

Scan & email
meetings.nz@cm.mpms.mufg.com
Scan this QR code with
your smartphone and
vote online


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

Step 1 Appoint a Proxy / Corporate Representative


I/We being a shareholder/s of Accordant Group Limited hereby appoint:

Name

or failing him/her:
Email Address

Name Email Address

as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given,
the proxy will vote as he/she sees fit (subject to any applicable restrictions in the NZX Main Board Listing Rules and the Takeovers Code) on the resolutions
listed below, and on any resolution(s) to amend any of the resolution(s), or any resolution(s) so amended, and on any other resolution(s) proposed at the
meeting (or any adjournment thereof) to give effect to my/our intention as set out below where possible), at the Special Meeting of Accordant Group Limited
to be held on Friday, 28 August 2026 at 10am (NZ time) 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
https://nz.investorcentre.mpms.mufg.com/voting/AGL 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 10:00am (New Zealand time) on Wednesday, 26 August
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 Name

Contact Daytime Telephone

Date
Electronic Investor Communications
If you received the Notice of Meeting and Proxy Form by mail and wish to receive your future investor communications by email please provide your email
address below:


To consider and, if thought fit, pass the following ordinary resolutions:
FOR AGAINST ABSTAIN
PROXY
DISCRETION
1. 1. That Simon Hull is re-elected as a Director of the Company.



2. 2. To authorise the Directors to fix the fees and expenses of the auditors for the year.

CSN/Holder Number

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Restricted Share Scheme
ACCORDANT GROUP LIMITED
("Company")

DISCLOSURE DOCUMENT RELATING TO THE GIVING OF FINANCIAL ASSISTANCE AND THE
ACQUISITION OF SHARES IN CONNECTION WITH THE COMPANY'S RESTRICTED SHARE SCHEMES
(Section 61(5) and 78(5) of the Companies Act 1993)


TO: ALL SHAREHOLDERS


INTRODUCTION
This document is provided to all shareholders in accordance with the requirements of section 61(5) and
78(5) of the Companies Act 1993. It sets out details of the intention of the Company to give financial
assistance in connection with the AWF Madison Group and Accordant Group Restricted Share Schemes
(being the 2023 and 2024 Schemes), “the Schemes" respectively and the intention of the Company to
acquire shares issued under the:
(a) Accordant Group 2023 Restricted Share Scheme (“2023 Scheme”); and/or
(b) Accordant Group 2024 Restricted Share Scheme (“2024 Scheme”);
(together, the "Schemes").
This document is provided to you for your information. You are not required to take any action in
relation to it.

THE SCHEMES
The Schemes were established with the intention of incentivising and encouraging senior management
to commit, to excel and to remain with the Accordant Group.
Under the Schemes, participants are entitled to receive restricted shares in the Company ("Restricted
Shares"). The Company provides participants in the Schemes with an interest free loan to fund the
subscription price for their Restricted Shares. Such loans are considered financial assistance for the
purposes of the Companies Act 1993.
Such loans are to be secured by a mortgage in favour of the Company over the Restricted Shares issued
to the relevant participant. The loan must be repaid in full before the participant's Restricted Shares are
reclassified as ordinary shares in the Company.
A participant in the Schemes cannot sell or otherwise dispose of his or her Restricted Shares unless such
shares are reclassified as ordinary shares in the Company and all amounts outstanding under the
participant's loan are repaid in full.
It is a condition of each of the Schemes that, in order for a holder's Restricted Shares to be reclassified
as ordinary shares, the holder has to remain in continuous employment with the Company until a
specified date (the "Qualification Date"). If this condition is not satisfied the Company has an option to
redeem the Restricted Shares issued to the relevant participant for a redemption price equal to the
issue price of those shares. The Company also has an option to redeem a participant's Restricted Shares
for the same redemption price where this condition is satisfied but the relevant participant has not
repaid his or her loan within a prescribed time period. The proceeds from any redemption must be
applied in repayment in full of the relevant participant's loan.

2

Restricted Share Scheme
FINANCIAL ASSISTANCE
Restricted Shares may be issued under the Scheme in the next 12 months.
Accordingly, the Company is likely to provide financial assistance within the next 12 months to
participants in the Schemes in the form of interest free loans equal to the aggregate subscription price
of the Restricted Shares to be issued to the relevant participant.
At this time, the Company is unable to determine the precise amount of any additional loans to be
made within the next 12 months as it is dependent upon, among other things, the level of participation
by eligible employees, the number of Restricted Shares to be issued, and the price at which the
Restricted Shares are issued. However, the total amount of the loans will not exceed $1,400,000.

ACQUISITION OF RESTRICTED SHARES
Inevitably, over the next 12 months some participants of the Schemes will cease to be employees within
the Group before the Qualification Date for Restricted Shares held by them and in such circumstances
the Company may wish to exercise its option to acquire Restricted Shares held by such participants.
The Company may elect to acquire such Restricted Shares by redeeming them or by buying them back.
Each method of acquiring shares has the same effect.
The consideration for the Restricted Shares subject to any acquisition will be equal to the issue price of
the Restricted Shares in question. The proceeds from the acquisition of any Restricted Shares will be
applied by the Company in repayment in full of the loans made to the relevant participants of the
Schemes in respect of the Restricted Shares acquired.
Any Restricted Shares acquired will be cancelled immediately upon acquisition.
At this time, the Company is unable to determine the precise number of Restricted Shares that may be
acquired within the next 12 months as it is dependent on which (if any) participants of the Schemes
cease to be employees within the Group before the Qualification Date for Restricted Shares held by
them and the number of Restricted Shares held by any such participants. However, the maximum
number of Restricted Shares that could be acquired is the number of Restricted Shares on issue at the
date of this disclosure document together with the number of Restricted Shares that may be issued
over the next 12 months. For information purposes, the number of Restricted Shares on Issue as at the
date of this disclosure document and the price that would be paid by the Company for such Restricted
Shares if they were acquired is set out in the table below. If any new Restricted Shares are issued by the
Company, a notice of their issue would be made available from NZX Limited’s website www.agl.com
under stock code AGL. It is highly unlikely that the maximum number of Restricted Shares that could be
acquired by the Company would be acquired by the Company in the next 12 months.


Class of Restricted
Shares
Current Number on
Issue Acquisition Price per Share
M shares 2023 Grant 205,000 $1.80
N shares 2023 Grant 205,000
$1.80
O shares 2024 Grant 195,000
$1.50
P shares 2024 Grant 195,000 $1.50

3

Restricted Share Scheme

SHAREHOLDER RIGHTS
Section 78(7) of the Companies Act 1993 confers on shareholders and the Company certain rights to
apply to the court to restrain the proposed financial assistance being given.
Section 61(8) of the Companies Act 1993 confers on shareholders and the Company certain rights to
apply to the court to restrain the acquisition of the Restricted Shares.
OTHER INFORMATION
The Board will suspend the giving of any financial assistance in connection with the issue of Restricted
Shares and/or the acquisition of any Restricted Shares if:
(a) it is no longer satisfied that the Company will satisfy the solvency test set out in the
Companies Act after the giving of any financial assistance or the acquisition of any Restricted
Shares; or
(b) the Board ceases to be satisfied that:
(i) the giving of the financial assistance is of benefit to the shareholders not receiving
the assistance;
(ii) the terms and conditions under which the assistance is given are fair and
reasonable to those shareholders not receiving the assistance;
(iii) the acquisition is of benefit to the remaining shareholders; or
(iv) the terms of the acquisition and the consideration offered for the Restricted Shares
are fair and reasonable to the remaining shareholders.
The text of the board resolutions authorising the Company to provide the financial assistance and the
reasons for the directors' conclusions as required by section 79 of the Companies Act 1993 is set out in
Schedule 1 to this disclosure document. The financial assistance may be given by the Company not less
than 10 working days and not more than 12 months after this disclosure document has been sent to all
shareholders.
The text of the board resolutions authorising the Company to acquire Restricted Shares, the reasons for
the directors' conclusions in relation to these resolutions and the nature and the extent of any relevant
interest the directors of the Company have in the Restricted Shares subject to the acquisition as
required by section 62 of the Companies Act 1993 are set out in Schedule 2 to this disclosure document.
The acquisition of any Restricted Shares may take place not less than 10 working days and not more
than 12 months after this disclosure document has been sent to all shareholders. If you have any
questions regarding this disclosure document, please contact the Company's Chief Financial Officer on
(09) 526 8797 or email rod.hyde@accordant.nz
SIGNED:
__________________________________________
For and on behalf of the Board of Directors

4

Restricted Share Scheme

DATED: 3 August 2026

5

Restricted Share Scheme

SCHEDULE 1
TEXT OF BOARD RESOLUTIONS PASSED ON 29 SEPTEMBER 2022
The text of the board resolution authorising the Company to provide the financial assistance
pursuant to section 78(1) of the Companies Act 1993 is as follows:
That the giving of the financial assistance is of benefit to those shareholders not
receiving the assistance.
That the terms and conditions under which the financial assistance is given are fair
and reasonable to those shareholders not receiving the assistance.
The reasons for the directors' conclusions in relation to the above resolutions were as follows:
(a) the issue of the Restricted Shares will align management incentives to the
benefit of all shareholders;
(b) the Restricted Shares will be issued for a fair market value;
(c) the financial assistance to be given is temporary and the amounts loaned are
secured and are required to be repaid.

6

Restricted Share Scheme
SCHEDULE 2
TEXT OF BOARD RESOLUTIONS PASSED ON 29 SEPTEMBER 2022
The text of the board resolution authorising the Company to acquire the Restricted Shares
pursuant to section 61 of the Companies Act 1993 is as follows:
That the acquisition of the Restricted Shares is of benefit to the Company's remaining
shareholders.
That the terms of the acquisition and the consideration offered for the Restricted
Shares are fair and reasonable to the Company's remaining shareholders.

The reasons for the directors' conclusions in relation to the above resolutions were as follows:
(a) The acquisition of any Restricted Shares will be undertaken in accordance with
the terms of the relevant scheme.
(b) The ability of the Company to acquire or redeem shares from participants who
have ceased to be employed by the Company on the relevant date is a key
aspect of the Schemes which increases the alignment of interests between
participating senior staff and shareholders.
(c) The consideration for the acquisition of any Restricted Shares is equal to the
issue price of the relevant Restricted Shares as is specified in the terms of issue
of those Restricted Shares and will be used to repay the loans made by the
Company in respect of those Restricted Shares as is provided for in the terms of
the relevant scheme.

7

Restricted Share Scheme
RELEVANT INTEREST OF DIRECTORS IN THE RESTRICTED SHARES

Under the Companies Act 1993, this disclosure document is required to set out the nature and
extent of any relevant interest any director of the Company has in any Restricted Shares
proposed to be acquired. It is not expected that any Restricted Shares will be acquired from
directors over the next 12 months. However, the directors of the Company have the following
relevant interests in the Restricted Shares which could be acquired if the relevant director
ceased to be a director of the Company before the Qualification Date for the relevant Restricted
Shares held by that director:

Director Number of Restricted
Shares
Nature of Relevant Interest
None