2026 Annual Shareholders Meeting Materials

BLACKPEARL GROUP | INVESTOR ANNOUNCEMENT
5 AUGUST 2026
Chair and CEO Addresses – 2026 Annual
Shareholders’ Meeting

Tim Crown – Chair’s Address

FY26 was a defining year for Blackpearl.
I’ve spent close to four decades in US technology – I chair Insight Enterprises, the Fortune 500
company my brother and I founded – and I’ve watched every platform shift, from the PC to the cloud.
AI is the biggest of them all. And the winners are never the ones with the flashiest general-purpose
technology. They’re the ones who point it at a real commercial problem and own the data that makes
it work.
That is exactly where Blackpearl sits. Our opportunity is helping small and mid-size businesses put AI
into practice – not as a demo or a promise, but as working software that finds customers and grows
revenue. Millions of SMBs know AI matters and have no practical way to use it. Closing that gap is
where the world is going for the next several years, and it is the problem this company was built for.
As a Board, our job is to make the calls that position us for that shift. This year we made three: we
acquired B2B Rocket, we raised capital from new institutions including in Australia, and we dual-listed
on the ASX. Each was measured against a single test: is it in the best interests of Blackpearl, and all
its shareholders?
For the year ahead, with growth now proven, we’ve raised cash conversion alongside it as an equal
priority.
Opportunities cross my desk constantly, so let me say plainly why I stay invested. My view has always
been the same: take the long view, and do what is best for the business over the long run. That is
how I have judged every company I have been part of, and it is how this Board judges Blackpearl. On
that measure, the case is clear. The US SMB market is enormous, and still underserved. The Pearl
Engine – 31 billion signals a day, a decade of real commercial data – is a structural advantage that
can’t be bought overnight. And this team has the rare mix of ambition and execution I’ve only seen in
companies that go on to matter.
On behalf of the Board, thank you to our shareholders – and to Nick and the team for an outstanding
year.

Nick Lissette – CEO’s Address

Tim’s given you the view from thirty thousand feet. My job is the view from the cockpit.
A year ago, we set out a clear plan.
We said we would evolve our revenue model – we started with our applications sold via a Software-
as-a-Service model, then Data-as-a-Service, then Platform-as-a-Service. Today, DaaS has grown
from zero to approximately 40% of revenue, and PaaS is now in beta – three months ahead of
schedule.

BLACKPEARL GROUP | INVESTOR ANNOUNCEMENT
We said we would prove our technical advantage. Today, we have publicly available, transparent and
auditable benchmarking showing the Pearl Engine’s data intelligence outperforms leading
foundational models operating without proprietary data by 26 times.
We said we would list on the ASX. We did.
We said we would grow revenue aggressively. We delivered 114% ARR growth in FY26.
At the beginning of this calendar year, we said Blackpearl was moving from realisation to
optimisation. Today, that strategy is becoming reality.
This means a focus on EBITDAF profitability and clear articulation of our technical moat. To achieve
this we have been: recalibrating our focus from raw, foot-to-the-floor annual recurring revenue
growth to EBITDAF growth; and investing in peer-reviewable benchmarking to cleanly articulate our
technical advantage.
Accordingly, we have a clean line of sight of EBITDAF positivity and our technical advantage is
transparent and plain for all to see – our data intelligence outperforms even the latest foundational
models operating without proprietary data and incumbent technology by 26 times. This means you’re
26 times more likely to find the right buyer for your goods and services using Blackpearl’s data
intelligence than anyone else in the market.
Accordingly, Blackpearl is a fitter, more deliberate business than it was twelve months ago.
We live in unprecedented times.
Over the past twelve months the market violently repriced application software. Roughly US$2 trillion
of software market capitalisation has been erased since September 2025.
The market is in paralysis. On one hand there are fears that traditional software is going to be made
irrelevant by AI. On the other hand, there is a fear that AI has a bubble that’s going to burst.
There isn’t a business in the USA that isn’t disrupted by this dichotomy. For those that are prepared,
fleet-footed and aggressive – this is not a problem. It represents unbridled opportunity. This is why
we have focused on benchmarking and articulating our technical advantage.
The Pearl Engine is the undisputed Crown Jewel of Blackpearl. It is our moat. It is the heart of our
revenue generation. It is where the true value of this company lies.
The Pearl Engine solves one of the most commercially important problems in business: finding
genuine buyers for a given product or service at the moment they are ready to transact.
It starts with data, over 31 billion data signals every day. Then, critically, the data is processed on an
individual customer basis by the Pearl Engine’s proprietary vertical AI models.
It is this combination of unique data and intelligence that creates 26 times stronger revenue-
generating opportunities at a lower cost than alternative approaches or foundational models can
achieve. This gives us a very valuable commodity at the very time it is needed most.
The repricing of software has created one of the greatest technology rebuilds in decades. Tens of
thousands of software companies are now racing to reinvent themselves for the AI era. Many have
the product. Many have the customers. Many even have the ambition.
What they don’t have are the essential ingredients that create genuine intelligence in sales and
marketing: proprietary data, specialised AI models, and the infrastructure required to turn both into

BLACKPEARL GROUP | INVESTOR ANNOUNCEMENT
commercial outcomes. Building those capabilities internally can take years and require tens of millions
of dollars. Most companies neither have the time nor the capital.
That is precisely where Blackpearl is positioned. Through the Pearl Engine, our DaaS and our new
Platform-as-a-Service, we provide those foundational components – the data, the intelligence and
the AI infrastructure – that enable companies to rapidly build a new generation of genuinely intelligent
sales and marketing products and go-to-market solutions.
We have an ocean of opportunity.
Twelve months ago, we set out to build a stronger Blackpearl. Today, I believe we have done exactly
that.
We have broadened our revenue model. We have sharpened our commercial focus. We have
validated our technology. And we have positioned the business for the next phase of growth.
The software industry is being rebuilt before our eyes. While others are asking what AI means for their
future, we have spent the last decade building the intelligence that many of those businesses will
increasingly need.
There is still a great deal of work ahead of us. But I have never been more confident in our strategy,
our technology or our team.
Thank you to our shareholders for your continued trust and support. We remain intensely focused on
execution, and we look forward to sharing that progress with you over the year ahead.
ENDS

Contact

Released for and on behalf of BPG by Karen Cargill, Interim Chief Financial Officer.
For further information, please contact: karen.cargill@blackpearl.com | +64 21 135 5183

About Blackpearl Group

Blackpearl Group (BPG) builds the leading AI models for go-to-market, serving US sales and
marketing teams. Powered by the Pearl Engine - a proprietary AI platform processing over 32 billion
buyer signals daily - the Group operates three ventures: Pearl Diver, B2B Rocket, and Bebop.

Founded in 2012, BPG is headquartered in Wellington, New Zealand, with offices in Phoenix, Arizona,
and is dual-listed on the NZX and ASX.

Blackpearl.com

---

AUGUST 2026
Page 1
2026 Annual
Shareholder
Meeting
→ BLACK PEARL GROUP LIMITED (BPG)

Introductions

BLACKPEARL GROUP
AUG 20262026 ANNUAL SHAREHOLDER MEETING
PAGE 2

BLACKPEARL GROUP
AUG 2026
PAGE 3
Voting and Asking Questions
2026 ANNUAL SHAREHOLDER MEETING

Tim Crown
CHAIRMAN
ARIZONA, USA

Nick Lissette
DIRECTOR & CEO
WELLINGTON, NZ
Mark Osborne
DIRECTOR
NORTHLAND, NZ
Jyllene Miller
DIRECTOR
ARIZONA, USA
Hugo Fisher
DIRECTOR
AUCKLAND, NZ
BLACKPEARL GROUP
PAGE 4
Our Board
Blackpearl Group’s Board combines global leadership, financial expertise, and deep US market experience.
2026 ANNUAL SHAREHOLDER MEETINGAUG 2026

Sam Daish
CTO
WELLINGTON, NZ
Tori Colebourne
CMO
AUCKLAND, NZ
BLACKPEARL GROUP
PAGE 5
2026 ANNUAL SHAREHOLDER MEETINGAUG 2026
Executive Team
and Key Partners
Karen Cargill
INTERIM CFO
WELLINGTON, NZ
Darren Wright
AUDIT PARTNER,
WILLIAM BUCK
AUCKLAND, NZ

Matt Yates
LEGAL ADVISOR,
DUNCAN COTTERILL
WELLINGTON, NZ
Alex Lusty
CLIENT PARTNERSHIP
MANAGER, MUFG
AUCKLAND, NZ

Formalities

BLACKPEARL GROUP
AUG 20262026 ANNUAL SHAREHOLDER MEETING
PAGE 6

Agenda
0 1 .Chair’s Address
Formal business of the meeting which includes
the resolutions of the meeting.
0 2 .
CEO’s Address
General business and Shareholder questions.
0 3 .Resolutions
0 4 .Questions
BLACKPEARL GROUP
PAGE 7
2026 ANNUAL SHAREHOLDER MEETING
AUG 2026

BLACKPEARL GROUP
PAGE 8
Tim Crown was appointed Chairman of Black Pearl
Group board on 2 January 2020. Based in Arizona, USA,
Tim brings extensive experience and leadership to
Blackpearl Group.
CHAIRMAN
Tim Crown
2026 ANNUAL SHAREHOLDER MEETINGAUG 2026

HOW WE MAKE MONEY
INVESTOR RELATIONS
BLACKPEARL GROUP
We begin with accessible SaaS products, layer in high-margin data contracts, and build toward platform licensing – each horizon more scalable than the last.
Three horizons,
expanding margins.
HORIZON 1HORIZON 2 - EMERGING
HORIZON 3 - BUILDING
ApplicationDaaSPaaS
Subscription software delivered directly to SME
customers. Predictable MRR and fast payback.
Data as a Service - selling proprietary Pearl Engine signals
via API feeds to agencies, platforms, and enterprises.
Platform as a Service - licensing the Pearl Engine to third-
party developers and enterprises to build on top of.
PEARL DIVERBEBOPB2B ROCKET
BLACK PEARL MAILNEW OLD STAMP
APIMCPWHOLESALE
PRIMARY REVENUE DRIVER (CURRENTLY)HIGH MARGIN • EMERGING SCALE DRIVER
HIGHEST MARGIN • FUTURE SCALE
PAGE 9
AUG 2026
BLACKPEARL PLATFORM
Beta

The Pearl Engine is our Moat
INVESTOR RELATIONS
PAGE 10
BLACKPEARL GROUP
AUG 2026
VS BEST GENERALIST AI
26x
Without proprietary data
more efficient on GTM-Bench.
VS LEADING MODEL
6.6x
with proprietary data
more efficient on GTM-Bench.
0-10,000-20,000010,00020,00030,000
RTSA (Pearl Engine)
GPT-5.5
Web-only GPT-5.5
Claude Sonnet 4.6
Claude Opus 4.7
DeepSeek V4 Pro
Gemini 3.5 Flash
Kimi K2.6
26,615.63
-10,671.93
-15,402.3
Source: GTM-Bench net score for each evaluated system. Web-only GPT-5.5 denotes a GPT-5.5/Codex run
restricted to web evidence, without structured data access.
+400.07
+
+4040.93
+1015.40
-2476.57
-3398.00
GTM-BENCH LEADERBOARD
BENCHMARK PERFORMANCE
AS AT 30 JUNE 2026.

Three Key Measures for FY27
INVESTOR RELATIONS
PAGE 11
BLACKPEARL GROUP
AUG 2026
KEY MESSAGES
GROWTH (ARR)
$27.2m
95% INCREASE YOY
EBITDAF
($4.5m)
NARROWING TO ($1-1.5M) IN Q3*
TECHNOLOGY ADVANTAGE
26x
PEARL ENGINE VS BEST GENERALIST AI
FINANCIAL PERFORMANCE
AS AT 30 JUNE 2026.
1M ARR
10M ARR
20M ARR
30M ARR
50M ARR
Q1
(ACTUAL)
Q2
(GUIDANCE)
Q3
(GUIDANCE)
PEARL
ENGINE
LEADING
MODEL
BEST
GENERALIST
*GUIDED EBITDAF FOR EACH QUARTER (NOT CUMULATIVE).

Q1 FY27 (Actual)Q2 FY27 (Guidance)Q3 FY27 (Guidance)
EBITDAF (NZD$M)
Paving the way to profitability
INVESTOR RELATIONS
PAGE 12
BLACKPEARL GROUP
AUG 2026
The why
Flow through of ramped ARR
Permanent cost savings from the B2B Rocket integration
DIY/self-service via B2B Rocket and Bebop for SaaS
customers
AI automation in business operations and optimisation of
infrastructure
Streamlining of marketing spend and funnels
-4.5
-$2.5m to -$3.0m
-$1.0m to -$1.5m
EBITDAF (NZD$M) - loss narrowing
Guidance Range
Earnings before interest, income tax, depreciation, amortisation and movements in financial instruments (EBITDAF).
The Group calculates EBITDAF as loss before income tax, adjusted to add back finance costs, depreciation and amortisation, and to remove interest income and net movements in
financial instruments. EBITDAF guidance is provided for each quarter and is not cumulative. EBITDAF is a non-GAAP financial measure.

INVESTOR RELATIONS
PAGE 13
BLACKPEARL GROUP
AUG 2026
THE OPPORTUNITY AHEAD
The great software rebuild,
and where Blackpearl sits
THE MARKET
~US$2T
Of software market capitalisation repriced
since September 2025. Tens of thousands of
software companies are now racing to
rebuild for the AI era.
ONE OF THE GREATEST TECHNOLOGY REBUILDS IN
DECADES
UNIQUE DATA • PROPRIETARY INTELLIGENCEPEARL ENGINE • HIGHEST NEED IN OUR HISTORY
26x
more efficient
he Pearl Engine's data intelligence
outperforms the best generalist AI 26x over
on GTM-Bench - public, transparent and
auditable. Data is a moat; the intelligence
applied to it is the bigger one.
THE MOAT
Built, not
building
THE POSITION
The data, the intelligence and the AI
infrastructure companies need to build
genuinely intelligent products, without the
years and tens of millions it takes to build in-
house.
DaaS + PaaS

Resolutions

BLACKPEARL GROUP
AUG 20262026 ANNUAL SHAREHOLDER MEETING
PAGE 14

BLACKPEARL GROUP
PAGE 15
Voting and Asking Questions
2026 ANNUAL SHAREHOLDER MEETINGAUG 2026

Resolution 1

BLACKPEARL GROUP
PAGE 16
Auditor’s Remuneration
Resolution 1 that the Board is
authorised to fix the auditor's
remuneration for the ensuing year
AUG 20262026 ANNUAL SHAREHOLDER MEETING

BLACKPEARL GROUP
PAGE 17
Resolution 2
Re-election of Hugo Fisher
Resolution 2 that Hugo Fisher, who
retires as a Director in accordance
with NZX Listing Rule 2.7.1, and being
eligible, be re-elected as a Director
of BPG
AUG 20262026 ANNUAL SHAREHOLDER MEETING

BLACKPEARL GROUP
PAGE 18
Resolution 3
Ratification of previous share issue under
placement
Resolution 3 seeks shareholder
approval, in accordance with NZX
Listing Rule 4.5.1(c), to ratify the
issue of 11,804,881 fully paid ordinary
shares of Blackpearl Group issued
under the placement on 21
November 2025
AUG 20262026 ANNUAL SHAREHOLDER MEETING

BLACKPEARL GROUP
PAGE 19
Resolution 4
Directors' remuneration payable in
equity securities
Resolution 4 seeks shareholder
approval, in accordance with NZX
Listing Rule 2.11.2(b), to pay any
remuneration payable to the
Directors, in whole or in part, by way
of an issue of equity securities in
accordance with NZX Listing Rule 4.7.
AUG 20262026 ANNUAL SHAREHOLDER MEETING

General Business

BLACKPEARL GROUP
AUG 20262026 ANNUAL SHAREHOLDER MEETING
PAGE 20

BLACKPEARL GROUP
PAGE 21
Q&A
AUG 20262026 ANNUAL SHAREHOLDER MEETING

Thank YouAd Astra
BLACKPEARL GROUP
PAGE 22
AUG 20262026 ANNUAL SHAREHOLDER MEETING

---

BLACKPEARL GROUP | INVESTOR ANNOUNCEMENT
NZX & ASX RELEASE · 5 AUGUST 2026
2026 Annual Shareholders’ Meeting
Materials

Black Pearl Group Limited (NZX/ASX: BPG) advises that its 2026 Annual Shareholders’ Meeting will be
held virtually today, Wednesday 5 August 2026, commencing at 12.30pm (NZST) (10.30am AEST), via
the MUFG Pension & Market Services Virtual Meeting Platform. Shareholders can attend the meeting
at www.virtualmeeting.co.nz/bpg26.
Please see attached the presentation slides and the Chair and CEO addresses for the Meeting,
provided to the NZX and ASX in accordance with NZX Listing Rule 3.19.2. Blackpearl Group confirms
these materials do not contain any material information that has not previously been released to the
market. The Group released its Q1 FY27 trading update on 28 July 2026.
The results of the Meeting will be released to the market as soon as they are available following the
close of the Meeting.
ENDS

Contact

Released for and on behalf of BPG by Karen Cargill, Interim Chief Financial Officer.
For further information, please contact: karen.cargill@blackpearl.com | +64 21 135 5183

About Blackpearl Group

Blackpearl Group (BPG) builds the leading AI models for go-to-market, serving US sales and
marketing teams. Powered by the Pearl Engine - a proprietary AI platform processing over 32 billion
buyer signals daily - the Group operates three ventures: Pearl Diver, B2B Rocket, and Bebop.

Founded in 2012, BPG is headquartered in Wellington, New Zealand, with offices in Phoenix, Arizona,
and is dual-listed on the NZX and ASX.

Blackpearl.com