Notice of Annual Meeting

1

RTO LIMITED

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Notice is hereby given that the Annual Meeting of Shareholders of RTO Limited (the "Company”) will
be held at “The Meeting Room at Lawn Cafe”, 12 Viaduct Harbour Avenue, Auckland 1010, on
Tuesday, 15 September 2026 commencing at 10.00am.

BUSINESS OF THE MEETING
1. Remuneration of Auditors – Ordinary resolution

To authorise the Board to fix the remuneration of the Company’s auditors for the
forthcoming year.

2. Appoint of Sean Joyce as a Director – Ordinary resolution

That Mr Sean Joyce, who retires in accordance with the provisions of the Constitution of
the Company and, being eligible, offers himself for re-election as a Director of the
Company.

“That Sean Joyce be re-elected as a director of the Company.”

3. Appoint of Craig Alexander as a Director – Ordinary resolution

That Mr Craig Alexander, who retires in accordance with the provisions of the
Constitution of the Company and, being eligible, offers himself for re-election as a
Director of the Company.

“That Craig Alexander be re-elected as a director of the Company.”

NOTES

1. PROXIES
All shareholders of the Company entitled to attend and vote at the meeting are entitled to
appoint a proxy to attend and vote for them instead. A proxy need not be a shareholder of the
Company.

A proxy form is enclosed and to be effective must be lodged with the Company’s Share
Registrar, MUFG Pension & Market Services by either mailing to MUFG Pension & Market
Services as per the instructions comprised in the Proxy Form, so as to be received by no later
than 48 hours before the meeting is due to begin (i.e before 10.00am Sunday, 13 September
2026).

If you wish to appoint a director as your proxy, the Chair of the Board Mr Sean Joyce is willing
to act on your behalf. Mr Joyce is not permitted to vote discretionary proxies in respect of
resolution 2.

If you return this Proxy Form without directing the proxy how to vote on any particular matter,
the proxy will vote as he or she thinks fit.

2. VOTING RESTRICTIONS
There are no voting restrictions.

2


By Order of the Board of Directors



Sean Joyce
CHAIRMAN
EXPLANATORY NOTES

NZX Listing Rules (“Listing Rules”) and Companies Act 1993 (“Act”)

The Company is listed on the NZX Main Board and must comply with the Listing Rules and the Act.
In addition, various provisions of the Listing Rules are included in the Constitution. The Act, the
Constitution and the Listing Rules contain specific requirements which are relevant to the
resolutions comprised in this Notice.

Nature of Resolutions
The resolutions which are to be considered at the Meeting are all ordinary resolutions. An ordinary
resolution is a resolution passed by a simple majority of votes of shareholders of the Company,
entitled to vote and voting.

RESOLUTION 1 - REMUNERATION OF AUDITORS – ORDINARY RESOLUTION

William Buck Audit (NZ) Limited is automatically reappointed at the annual meeting as the auditor
of the Company under section 207T of the Companies Act. This resolution authorises the Board to
fix the fees and expenses of the auditor.
RESOLUTION 2 - RE-ELECTION OF SEAN JOYCE AS DIRECTOR – ORDINARY RESOLUTION

Sean Joyce is required to retire in accordance with the Company’s constitution. Being eligible, Mr
Joyce offers himself for re-election at the Annual Meeting.
The Board considers that Mr Joyce is an “independent director” of the Company (as that term is
defined in the Listing Rules).

RESOLUTION 3 - RE-ELECTION OF CRAIG ALEXANDER AS DIRECTOR – ORDINARY
RESOLUTION

Craig Alexander is required to retire in accordance with the Company’s constitution. Being eligible,
Mr Alexander offers himself for re-election at the Annual Meeting.
The Board considers that Mr Alexander is an “independent director” of the Company (as that term
is defined in the Listing Rules).

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Go online to https://nz.investorcentre.mpms.mufg.com/voting/RTO to appoint your proxy
LODGE YOUR PROXY
















Proxy Form for RTO Limited 2026 Annual Shareholders’ Meeting

Notice is hereby given that the Annual Shareholders’ Meeting of RTO Limited (“the Company”) will be held at “The Meeting Room at Lawn Cafe”, 12 Viaduct
Harbour Avenue, Auckland at 10:00am (New Zealand time) on Tuesday, 15 September 2026. If you will attend the Meeting, please bring this form to assist
with your registration.
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 RTO Limited’s share registry, MUFG Pension & Market Services, by no later than 10:00am on Sunday, 13 September 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/RTO or by
scanning the QR code above with your smartphone.


Tuesday, 15 September 2026 at 10:00am (New Zealand time)



“The Meeting Room at Lawn Cafe”, 12 Viaduct Harbour Avenue,
Auckland

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. The Chair of the Meeting is willing to
act as proxy for any shareholder who wishes to appoint him for that purpose.
If you wish to appoint a director as your proxy, the Chair of the Board Mr
Sean Joyce is willing to act on your behalf. If, in appointing a proxy, you do
not name a person as your proxy but they otherwise complete the proxy
form in full, or your named proxy does not attend the meeting, Mr Sean
Joyce will act as your proxy and only vote in accordance with your express
directions.

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.

Attending the meeting
If you plan to attend the meeting, please bring this Admission Card/Proxy
Form intact as the barcode will assist in your registration.

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.
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/RTO

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 RTO Limited hereby appoint:

Name

or failing him/her:
Address

Name Address
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 10:00am on Tuesday, 15 September 2026, 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 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/RTO
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 close of business on Sunday, 13 September 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 have 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. To authorise the Board to fix the remuneration of the Company’s auditors for the
2. Forthcoming year.
3.



4. 2. That Sean Joyce be re-elected as a director of the Company.

5. 3. That Craig Alexander be re-elected as a director of the Company.