Notice of Annual Meeting and Proxy Form

EBOS Group Limited. NZBN 9429031998840
108 Wrights Road, Addington, Christchurch, New Zealand, 8024
Level 7, 737 Bourke Street, Docklands, Victoria, Australia, 3008
Phone: +61 3 9918 5555, Fax: +61 3 9918 5588.
www.ebosgroup.com



26 September 2025
NZX/ASX Code: EBO

Notice of Annual Meeting and Proxy Form


Please see attached the 2025 Notice of Annual Meeting, Proxy Form and Virtual Meeting Guide.


Authorised for lodgement with NZX and ASX by the Board of Directors of EBOS Group Limited.

Contact:
Janelle Cain
General Counsel
EBOS Group Limited
+ 61 3 9918 5555

Notice of Annual Meeting 2025
Notice is given that the annual meeting of shareholders of EBOS
Group Limited (the Company) (Annual Meeting) will be held as
a hybrid meeting at the Park Hyatt Auckland, 99 Halsey Street,
Auckland, New Zealand and online via the Computershare
Meeting Platform at https://meetnow.global/nz on Wednesday
29 October 2025, commencing at 2pm New Zealand time. Further
details of how to participate ‘virtually’ are in the Virtual Meeting
Guide which accompanies this Notice of Annual Meeting.
General Business
1 To consider and receive the annual report and the financial
statements for the year ended 30 June 2025 and the audit
report thereon.
To consider and if thought fit, pass the following ordinary
resolutions 1, 2, 3 and 4:
2 Resolution 1 – Election of Director
It is resolved that Coline McConville be elected as a director
of the Company.
3 Resolution 2 – Re-election of Director
It is resolved that Stuart McLauchlan be re-elected as a
director of the Company.
4 Resolution 3 – Re-election of Director
It is resolved that Mark Bloom be re-elected as a director of
the Company.
5 Resolution 4 – Auditor’s remuneration
It is resolved that the directors of the Company be authorised
to fix the fees and expenses of Deloitte as auditor of the
Company.
6 To consider any other business that can be properly brought
before the meeting.
Please see explanatory notes for further information regarding
Resolutions 1, 2, 3 and 4.
By Order of the Board
Elizabeth Coutts
Chair
Explanatory notes
Resolution 1
Election of Director – Coline McConville
Coline McConville (BJuris, LLB, MBA) was appointed as a director
by the Board to fill a casual vacancy effective 1 February 2025.
Ms McConville has over 20 years of governance experience across
a wide range of organisations operating in different countries and
industries, primarily in the United Kingdom and Europe.
Ms McConville is currently a director of 3i Group plc and a member
of the Supervisory Board of German-based Tui AG. Her previous
directorships include Kings Cross Central General Partnership,
TUI Travel, UTV Media, Travis Perkins, Fevertree Drinks, Inchcape,
Wembley National Stadium, Shed Media, Halifax and HBOS.
During her executive career, Ms McConville was Chief
Executive Officer and Chief Operating Officer of Clear Channel
Communications (now iHeartMedia Inc.) and a management
consultant with McKinsey and LEK.
The proposed election of Ms McConville is consistent with EBOS’
Board succession planning previously announced. EBOS has
appointed five new directors since July 2021 with a diverse mix
of skills. The Board considers Ms McConville is an Independent
Director as referred to in the NZX Listing Rules.
Pursuant to NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4,
a director appointed by the Board must not hold office
(without re-election) past the next annual meeting following the
Director’s appointment.
Ms McConville retires in accordance with NZX Listing Rule 2.7.1
and ASX Listing Rule 14.4, and offers herself for election.
Resolution 2
Election of Director – Stuart McLauchlan
Stuart McLauchlan (BCOM, FCA, CFInstD) was appointed to the
EBOS Group Limited Board in July 2019 and was last re-elected by
shareholders on 27 October 2022. He is Chairman of the Audit and
Risk Committee and a member of the Remuneration Committee.
Mr McLauchlan is a Chartered Fellow of the Institute of Directors
and a Past President. He is a chartered accountant, partner of
GS McLauchlan & Co, and a Fellow of the New Zealand Institute
of Chartered Accountants. He is currently chairman of Scott
Technology Ltd, ADInstruments Ltd, Cargill Hotel 2002 Ltd, Otago
Community Hospice and Wood Solutions. He is a director of
Argosy Property Ltd and Scenic Hotels Group, as well as a number
of private companies. He is also a governor of the New Zealand
Sports Hall of Fame. He was formerly a chairman of Pharmac and
UDC Finance, director of Ngai Tahu Tourism Ltd and member of
the Marsh New Zealand Advisory Board.
The Board considers Mr McLauchlan is an Independent Director
as referred to in the NZX Listing Rules.
1
Notice of Annual Meeting 2025

Notice of Annual Meeting 2025
Pursuant to NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4,
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.
Mr McLauchlan retires in accordance with NZX Listing Rule 2.7.1
and ASX Listing Rule 14.4, and offers himself for re-election.
Resolution 3
Re-election of Director – Mark Bloom
Mark Bloom (BCom, BAcc, CA) was appointed to the EBOS
Group Limited Board in September 2022 and was last elected by
shareholders on 27 October 2022. He is a member of the Audit and
Risk Committee.
He is currently a non-executive director of ASX listed Abacus
Storage King and AGL Energy Limited and a director of
JewishCare NSW. He is a former director of Pacific Smiles Group
Limited and Abacus Property Group. Mark has over 35 years’
experience as a finance executive, including as Chief Financial
Officer at ASX listed Scentre Group Limited from its formation
in July 2014 through to his retirement in April 2019. Prior to this,
he was the Deputy Group CFO of Westfield Group for 11 years.
Mark has also held a number of senior finance roles, including
being CFO and executive director for insurance and financial
services companies Liberty Life, South Africa and Manulife
Financial, Canada.
The Board considers Mr Bloom is an Independent Director as
referred to in the NZX Listing Rules.
Pursuant to NZX Listing Rule 2.7.1 and ASX Listing Rule 14.4,
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.
Mr Bloom retires in accordance with NZX Listing Rule 2.7.1 and
ASX Listing Rule 14.4, and offers himself for re-election.
Resolution 4
Auditor’s remuneration
Deloitte is automatically reappointed as the auditor of the
Company under section 207T of the Companies Act 1993.
Pursuant to section 207S of the Companies Act 1993, this
resolution authorises the directors to fix the fees and expenses
of the auditor.
Attendance
All shareholders are entitled to attend and vote at the meeting
or to appoint a proxy, attorney or representative (in the case of a
corporate shareholder) to attend and vote on their behalf.
Voting
Voting on all resolutions put before this Annual Meeting will be
by poll. Results of voting will available after the conclusion of the
Annual Meeting and will be notified on NZX and ASX.
If you are attending at the Park Hyatt in Auckland, you may vote
using a voting card provided to you at the meeting or via the
Computershare Meeting Platform.
All resolutions are to be voted on as ordinary resolutions, meaning
that they require approval by a simple majority of the votes of
those shareholders entitled to vote and voting on the question.
Proxies
The appointment of a proxy must be made online at
www.investorvote.co.nz or, if you complete the accompanying
proxy form enclosed with this notice in accordance with the
instructions set out in the form, received by Computershare by no
later than 2pm (New Zealand time), on Monday 27 October 2025.
If you do not plan to attend the Annual Meeting, you may appoint
a proxy. The Chair of the Annual Meeting is willing to act as a
proxy for any shareholder who appoints that person for that
purpose. To do this, enter “the Chair” or the name of your proxy in
the space allocated in “Step 1” of this form. Alternatively you can
appoint a proxy online at www.investorvote.co.nz. An appointed
proxy need not be a shareholder of the Company.
If in appointing your proxy, you do not name a person as your
proxy (either online or on the proxy form), or your named proxy
does not attend the meeting, the Chair of the Annual Meeting
will be your proxy and may vote only in accordance with your
express direction. ASX Listing Rule 14.2.2 requires the Company to
state how the Chair will vote undirected (discretionary) proxies.
The Chair will vote all undirected proxies in favour of all of the
resolutions.
2

Lodge your proxy
Online
www.investorvote.co.nz
By Mail
Computershare Investor Services Limited
Private Bag 92119, Auckland 1142, New Zealand
For all enquiries contact
+64 9 488 8777
corporateactions@computershare.co.nz
Your secure access information
Control Number: CSN/Securityholder Number:
PLEASE NOTE: You will need your CSN/Securityholder Number and postcode or country of residence (if outside New Zealand) to
securely access InvestorVote and then follow the prompts to appoint your proxy and exercise your vote online.
Proxy/Voting Form
Lodge your proxy online, 24 hours a day, 7 days a week:
www.investorvote.co.nz
Scan the QR code to vote now.
Smartphone?
For your proxy to be effective it must be received by 2:00pm on Monday, 27 October 2025.
How to Vote on Items of Business
All your securities will be voted in accordance with your directions.
Hybrid meeting
The hybrid meeting will be accessible on both desktop and mobile devices. Please
refer to the Virtual Meeting Guide that accompanies the Notice of Meeting. If you
appoint a proxy to cast your vote, you are still able to attend the Annual Meeting via
the Computershare Meeting Services web platform, however, you will not be able to
cast your votes held by your proxy.
Appointment of Proxy
If you do not plan to attend the Annual Meeting, you may appoint a proxy. The Chair
of the Annual Meeting is willing to act as a proxy for any shareholder who appoints
that person for that purpose. To do this, enter ‘the Chair’ or the name of your proxy in
the space allocated in ‘Step 1’of this form. Alternatively you can appoint a proxy
online at www.investorvote.co.nz. An appointed proxy need not be a shareholder of
the Company.
If in appointing your proxy, you do not name a person as your proxy (either online or on
this Proxy Form), or your named proxy does not attend the meeting, the Chair of the
Annual Meeting will be your proxy and may vote only in accordance with your express
direction. ASX Listing Rule 14.2.2 requires the Company to state how the Chair will vote
undirected (discretionary) proxies. The Chair will vote all undirected proxies in favour
of all of the resolutions.
Voting of your Holding
Direct your proxy how to vote by marking one of the boxes opposite each item of business.
If you do not mark a box your proxy may vote as they choose. If you mark more than one
box on an item your vote will be invalid on that item.
Attending the Meeting
Bring this form to assist registration. If a representative of a corporate securityholder or
proxy is to attend the meeting you will need to provide the appropriate “Certificate of
Appointment of Corporate Representative” prior to admission.
Signing Instructions for Postal Forms
Individual
Where the holding is in one name, the securityholder must sign.
Joint Holding
Where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney
If this Proxy Form has been signed under a power of attorney, a copy of the power of
attorney (unless already deposited with the Company) and a signed certificate of
non-revocation of the power of attorney must be produced with this Proxy Form.
Companies
This form must be signed by a Director jointly with another Director, or a Sole Director can
sign alone. Please sign in the appropriate place and indicate the office held.
Comments and questions
If you have any comments or questions for the Company, please write them on a separate
sheet of paper and return with this form.
Go online to lodge your proxy or turn over to complete the form

If your proxy is not the Chair of the Meeting or any other director of the Company, please ensure that you provide their contact details (phone and
email address). If this information is not provided, we cannot guarantee remote admission via the Computershare Meeting Services web platform.
Proxy contact Details (Phone): and (Email):
Appoint a Proxy to Vote on Your Behalf
STEP 1
Proxy/Corporate Representative Form
hereby appoint of
or failing him/herof
I/We being a shareholder/s of EBOS Group Limited
or failing him/her, or if no person is named, the Chair of the Annual Meeting
as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions at the Annual Meeting of Shareholders
of EBOS Group Limited to be held at the Park Hyatt Auckland, 99 Halsey Street, Auckland, New Zealand and online via the Computershare Meeting Platform at
https://meetnow.global/nz on Wednesday, 29 October 2025, commencing at 2:00pm New Zealand time and at any adjournment of that meeting.
Proxy
Discretion
Ordinary Resolutions
1.
It is resolved that Coline McConville be elected as a director of the Company.
2.
It is resolved that Stuart McLauchlan be re-elected as a director of the Company.
3.
It is resolved that Mark Bloom be re-elected as a director of the Company.
4.
It is resolved that the directors of the Company be authorised to fix the fees and expenses of Deloitte as auditor
of the Company.
For
Against
Abstain
Items of Business - Voting Instructions/Ballot Paper
Please note: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf and your votes will not be counted in
computing the required majority.
STEP 2
Annual Meeting of Shareholders of EBOS Group Limited to be held
at the Park Hyatt Auckland, 99 Halsey Street, Auckland, New Zealand
and online via the Computershare Meeting Platform at
https://meetnow.global/nz on Wednesday, 29 October 2025,
commencing at 2:00pm New Zealand time.
ATTENDANCE SLIP
Signature of Securityholder(s) This section must be completed.
SIGN
Securityholder 1Securityholder 2 Securityholder 3
or Sole Director/Directoror Director (if more than one)
Contact Name Contact Daytime Telephone Date

Attending the meeting online
HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS
When successfully authenticat ed, th e home
screen will be displayed. You can watch the
webcast, vote, ask qu estion s, an d view meeting
materials in the documents folder. The image
highlighted blue indicates the page you have active.
The webcast will appear and begin
a
utomatically once the meeting has started.
Voting
Reso
lutions will be put forward once voting is
declared open by the Ch air. Once the voting
has opened, the resolution and voting options
will appear.
To vote, simply select your vot ing direction
f
rom
the options shown on scree n. You can vote for all
resolutions at once or by each resolution.
Y
our vote has been cast when the green tick
appears. To change your vote, select ‘Change
Your Vote’.
Q&A
Navigation
Access
Access the online meeting at
https://meetnow.global/nz, and select the
requi red meeting. Click 'JOIN MEETING NOW'.
If you
are a shareholder:
Select 'Shareholder' on the login screen and enter
your CSN/Holder Number and Post Code. If you
are outside New Zealand, simply select your
country from the drop down box instead of t
he
post code. Accept the Terms and Conditions and
click Continue.
If you are a guest:
Select Guest on the login screen . As a guest, you
will be prompted to complet e al l the relevant
fields including title, first name, last name an d
email address.
Pl
ease note, guests will not be abl e to
ask questions or vote at the meeting.
If yo
u
are a proxy holder:
Yo
u will receive an email invitation the day before
the meeting to access the onli ne meeting. Click
on the link in the invitat ion to access the meeting.
Visit https://meetnow.global/nz
Contact
If you have any issues accessing the
website please call +64 9 488 87 00.
A
ny eligible sharehold er/ proxy attending t
he
m
eeting remotely is eli gible to ask a question.
S
elect the Q&A tab and typ e your question int
o
the box at the bottom of the screen and press
'S
end
'.
Our online meeting provides you the opportunity to
participate online using your smartphone, tablet or computer.
If yo
u choose to attend online you will be able to view a live
webcast of the meeting, ask questions and submit your votes
in real time.
You will need the latest version of Chrome, Safari or Edge.
Please ensure your browser is compatible.