Capital Change Notice

Template
Capital Change Notice

Updated as at February 2025



Section 1: Issuer information
Name of issuer Black Pearl Group Limited
NZX ticker code BPG
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZBPGE0004S2
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 137,500 Ordinary Shares (Shares)
Nominal value (if any) N/A
Issue/acquisition/redemption price per security $0.37 (being the 20-day VWAP of BPG’s
ordinary shares prior to the conversion of
unquoted Restricted Share Units (RSUs)
under BPG’s Key Personnel Restricted
Share Unit Plan (Plan)).
Nature of the payment (for example, cash or other
consideration)
Non-cash consideration provided in the
form of services rendered by key
personnel of BPG.
Amount paid up (if not in full) Fully paid.
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
1

Ordinary shares issued: 0.14%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
N/A
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
Issue of ordinary shares pursuant to the
conversion of RSUs in accordance with
the Plan Rules and each RSU
participant’s letter of invitation.
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
Ordinary Shares: 98,340,987

RSUs: 1,138,414
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Listing Rule 4.6 and resolution of BPG’s
Board of Directors.
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
Ordinary shares issued will rank equally
with all other fully paid ordinary shares in
BPG.
Date of issue/acquisition/redemption
2
14/09/2026
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Karen Cargill
Contact person for this announcement Karen Cargill
Contact phone number +64 21 135 5183
Contact email address karen.cargill@blackpearl.com
Date of release through MAP

15/09/2026




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).