Special Shareholders' Meeting - Presentation and Speech

BLACKPEARL GROUP | SSM (CHAIR’S SCRIPT)
NOV 2025
Special Meeting of Shareholders (Chair’s Script)


1) Opening / Welcome

Good morning, everyone. I’m Tim Crown, Chair of Blackpearl Group. I’d like to welcome shareholders
and proxyholders to Blackpearl Group’s Special Meeting of Shareholders.

The Company Secretary has confirmed the Notice of Meeting was sent to all shareholders and entitled
persons, and that a quorum is present. I therefore declare the meeting open.

2) Voting card & question box

I would encourage you to send through your questions as soon as you can. This will allow us to answer
these questions at the appropriate time of the meeting. To ask a question, you will need to click “ask
a question” within the online meeting platform, type in your question and click submit.

If you encounter any issues, please refer to the virtual meeting guide or you can phone the helpline
on 0800 200 220.

3) Meeting particulars & attendees

Joining me today are members of the Executive Team, including Nick Lissette, our CEO, Karen Cargill,
our Interim CFO, and Sam Daish, our CTO.

We’re also joined by Matt Yates from Duncan Cotterill, our external legal advisers, and Alex Lusty
from MUFG Pension & Market Services, our share registrar.

Alex will read out questions as they come through during the meeting.

This meeting is being conducted online, and shareholders and proxyholders may attend and vote via
the virtual platform.

4) Proxies

Proxies have been appointed for this meeting in respect of approximately 32,128,681 shares,
representing 38.66% of shares on issue.

The Chair and any Director may act as proxy; each Director intends to vote in favour of the resolution,
subject to voting restrictions that apply.

I’d like to thank shareholders for their level of participation in today’s meeting.

BLACKPEARL GROUP | SSM (CHAIR’S SCRIPT)

5) Agenda & Process
Moving on to today’s agenda, it is starting with:
• Chair’s remarks and the single resolution,
• Questions from shareholders, and
• Voting by poll, followed by close.
Voting will be by way of poll via the online platform.
6) Chairs remarks
Wow – what a year it’s been!
The past few months have been a real turning point for Blackpearl. As of 30 September, annual
recurring revenue reached $19.5 million, up 87% year-on-year and 39% quarter-on-quarter.
It was also our first quarter with all four growth drivers - Pearl Diver, Bebop, B2B Rocket, and
Wholesale - operating in parallel, delivering strong, broad-based momentum.
We acquired and integrated B2B Rocket, and lodged our ASX dual-listing application, setting the stage
for the company’s next phase.
Blackpearl continues to execute on its strategy and build leadership in marketing and sales AI for the
U.S. SMB market.
As a Board, we’re very conscious of how we use shareholder capital. We’ve built a reputation for being
careful with dilution, and that discipline remains central to how we operate. It’s something we’re
proud of, and something we’ll continue to uphold.
At the same time, we compete – and win – in the U.S. where the pace and scale of investment are
very different. To stay competitive, we need to keep our options open and ensure the company can
move quickly when the right opportunities come along.
Today’s resolution is simply about maintaining that flexibility. It ensures we’re well positioned to act,
if and when it makes sense, in a way that protects and supports shareholder value.
We’re encouraged by the progress the team is making and remain focused on sustainable, long-term
growth.
On behalf of the Board, I want to thank our people for their hard work and innovation, and all our
shareholders for your continued confidence in the company.
Now, onto the Resolution and voting restrictions.
7) Resolution and Voting restrictions (Rule 6.3.1)

BLACKPEARL GROUP | SSM (CHAIR’S SCRIPT)
There is one ordinary resolution before shareholders today, as set out in the Notice of Meeting.

Under NZX Listing Rule 6.3.1, any shareholder (and their Associated Persons) who acquired shares in
the placements on 19 Aug 2025, 21 Aug 2025, or 9 Oct 2025 is prohibited from voting any of those
shares on this resolution. Any discretionary proxies given to persons disqualified from voting are not
valid.

8) Resolution 1

Resolution 1 (Ordinary): Ratification of previous share issue under placement — “that, in accordance
with NZX Listing Rule 4.5.1(c), shareholders ratify the issue of 9,267,979 fully paid ordinary shares of
BPG on 19 August 2025, 21 August 2025, and 9 October 2025.”

Context and effect:
• The shares were issued under placements. All placement shares were issued at $0.95 per
share and rank equally with existing fully paid ordinary shares.
• Ratification replenishes BPG’s placement capacity under Rule 4.5.1, restoring the flexibility
to issue up to 15% of issued capital in any 12-month period without prior shareholder
approval. This enables BPG to move quickly on growth opportunities if appropriate.
• Failure to pass the resolution would leave BPG with significantly reduced placement capacity
until automatic refresh (12 months after the last placement date), limiting any issuance of
substance unless prior shareholder approval is separately obtained.
• BPG expects its shares to commence trading on the ASX as a Foreign Exempt Listing by the
end of November. BPG has been engaging with Australian investors ahead of the ASX listing
and may capitalise on excess investor demand, if an opportunity arises.

9) Questions
Before we move to voting, we will take questions on the resolution.
Shareholders can use the platform’s question feature to submit questions for today’s meeting. If you
lodged a question with your proxy form or via the MUFG portal ahead of time, it will be aggregated
and addressed.
Alex, are there any questions?

Thank you, Alex.

10) Voting
We will now open the poll on the resolution. Please record your vote FOR, AGAINST, or ABSTAIN via
the virtual platform.
This is an ordinary resolution and will be passed if more than 50% of the votes cast by shareholders
entitled to vote and voting are in favour.

BLACKPEARL GROUP | SSM (CHAIR’S SCRIPT)
Voting will remain open until 5 minutes after the conclusion of the meeting. Results of the vote will
be announced via the NZX.
11) Close

That concludes the formal business of today’s meeting.

On behalf of the Board, thank you for your attendance and continued support. I now declare the
Special Meeting closed.

---

Special
Shareholder
Meeting
→ BLACK PEARL GROUP LIMITED (BPG)
NOVEMBER 2025
Page 1

Introductions

BLACKPEARL GROUP
NOV 2025
PAGE 2
SPECIAL SHAREHOLDERS MEETING

Voting and Asking Questions
BLACKPEARL GROUP
PAGE 3
2025 ANNUAL SHAREHOLDER MEETINGNOV 2025

Karen Cargill
INTERM CFO
WELLINGTON, NZ
Sam Daish
CTO
WELLINGTON, NZ
Matt Yates
LEGAL ADVISOR,
DUNCAN COTTERILL
WELLINGTON, NZ
Alex Lusty
CLIENT PARTNERSHIP
MANAGER
AUCKLAND, NZ
Executive Team
and Key Partners
BLACKPEARL GROUP
PAGE 4
Nick Lissette
DIRECTOR & CEO
WELLINGTON, NZ
SPECIAL SHAREHOLDERS MEETINGNOV 2025

Voting and Asking Questions
BLACKPEARL GROUP
PAGE 5
2025 ANNUAL SHAREHOLDER MEETINGNOV 2025

0 1 .
0 2 .
0 3 .
0 4 .
0 5 .
Agenda
BLACKPEARL GROUP
PAGE 6
2025 ANNUAL SHAREHOLDER MEETING
Chair’s Remarks
Resolution
Questions
Voting
Close
NOV 2025

BLACKPEARL GROUP
PAGE 7
SPECIAL SHAREHOLDER MEETING
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
NOV 2025

Resolution & Voting
Restrictions

BLACKPEARL GROUP
PAGE 8
SPECIAL SHAREHOLDER MEETINGNOV 2025

Resolution 1

BLACKPEARL GROUP
PAGE 9
Ratification of previous share
issue under placement
Resolution 1 that the Board is
authorised to ratify prior share
issues to reinstate placement
capacity.
SPECIAL SHAREHOLDER MEETINGNOV 2025

Q&A

BLACKPEARL GROUP
PAGE 10
SPECIAL SHAREHOLDER MEETINGNOV 2025

Voting and Asking Questions
BLACKPEARL GROUP
PAGE 11
SPECIAL SHAREHOLDER MEETINGNOV 2025

Thank YouAd Astra
BLACKPEARL GROUP
NOV 2025