Briscoe Group Limited

Notice of Annual Meeting

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Notice is hereby given that an Annual Meeting of Shareholders of Briscoe Group Limited (the “Company”) for the year ended 27 January 2019 will be held at the offices of Simpson Grierson, Level 28, Lumley Centre, 88 Shortland Street, Auckland on Wednesday 22 May 2019, commencing at 10:00am.

Shareholders are invited to join the Directors for morning tea at 9:30am prior to the meeting.

To view the latest financial statements for the year ended 27 January 2019, please visit

- http://briscoegroup.co.nz/investor centre/ and select the Annual Report for the period ended 27 January 2019.

Items of Business

The business of the meeting is comprised of ordinary business, being:

A. Financial Statements

To receive and consider the Company’s financial statements for the year ended 27 January 2019 together with the Directors’ and Auditor’s reports.

B. Resolutions – Ordinary Business

Resolution 1. Re-election of Director – Rodney (Rod) Duke

To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That Rod Duke, who will retire by rotation at the close of the meeting in accordance with NZX Main Board Listing Rule 3.3.11 and the Company's Constitution, be re-elected as a Director of the Company.”

See the Explanatory Notes to this notice for profile of Rod Duke.

Resolution 2. Re-appointment of Auditors

To consider, and if thought fit, to pass the following resolution as an ordinary resolution of the Company:

“That PricewaterhouseCoopers be re-appointed as Auditors of the Company and that the Board of Directors be authorised to fix the remuneration of the Auditors for the ensuing year.”

C. General Business

To consider any other business that may properly be submitted to an annual meeting.

Requisite majorities

The resolutions are ordinary resolutions, requiring the approval of a simple majority of the votes of those shareholders entitled to vote and voting (in person or by proxy) in order for them to be passed.

Voting by Proxy

A shareholder entitled to attend and vote at the meeting may appoint a proxy to attend and vote on that shareholder's behalf. A proxy need not be a shareholder of the Company.

To appoint a proxy a shareholder should complete and sign the proxy form accompanying this notice and return it to the office of the Company's Share Registrar, Link Market Services using the reply-paid envelope provided. Alternatively, proxy votes can be lodged online at: vote.linkmarketservices.com/BGP . You will be required to enter your CSN/Holder number and Authorisation Code (FIN) or your HIN/SRN and postcode to securely access the website. Follow the prompts to appoint your proxy and complete your vote.

For a proxy to be validly appointed, the proxy form must be received (either by post or online, as outlined above) no later than 10:00am on 20 May 2019. If the form is sent by post, it must be received by that time at the offices of the Company’s Share Registrar, Link Market Services Limited, PO Box 91976, Victoria Street West, Auckland 1142 or Deloitte Centre, Level 11, 80 Queen Street, Auckland, New Zealand.

The Chairman of the meeting may be appointed as a proxy and intends to vote any undirected/discretionary proxy votes in favour of each resolution.

Explanatory Notes

Resolution 1: Re-election of Director

Under NZX Main Board Listing Rule 3.3.11, one Director must retire at the meeting but shall be eligible for re-election. Rod Duke is required to retire under this rule, being the Director who has been the longest in office since last elected or deemed elected.

Profile of the Director seeking re-election

Rod Duke

Rod is a career retailer.

Raised in Adelaide, Australia, he started in retail at the age of 16 working on the sales floor for Ezywalkin Shoes. Rod progressed through operational, buying and management roles across a number of businesses before being appointed as Managing Director of Norman Ross in 1986.

By 1988 Rod was looking for a new challenge and moved to New Zealand to take up the position of Managing Director for Briscoes. In 1990 Rod bought the Briscoes business from its Dutch owners.

Since then Rod has led the development of Briscoes Homeware while successfully launching and growing Rebel Sport.

Rod has never lost his appetite for a deal or the ability to understand what customers want from a retailer. His ability to build and inspire teams of talented retailers has supported continued growth for Briscoe Group.

Rod’s interests own approximately 77% of Briscoe Group ensuring that the performance of the Group remains his key focus.

Briscoe Group Limited is a company incorporated in New Zealand and registered in Australia as a foreign company under the name Briscoe Group Australasia Limited (ARBN 619 060 552). It is listed on the NZX Main Board and also the Australian Securities Exchange as a foreign exempt entity. (NZX/ASX code: BGP).

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LODGE YOUR PROXY

Online:

vote.linkmarketservices.com/BGP

Scan & email:

[email protected] Mail: Fax: +64 9 375 5990 Use the enclosed reply paid Deliver: envelope or address to : Link Market Services Link Market Services Limited Level 11, Deloitte Centre, PO Box 91976 80 Queen Street, Auckland 1010 Auckland 1142

Scan this QR code with your smartphone and vote online

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General Enquiries

+64 9 375 5998 | [email protected]

PROXY FORM/ADMISSION CARD FOR BRISCOE GROUP LIMITED 2019 ANNUAL MEETING

The Annual Meeting of Shareholders of Briscoe Group Limited will be held on Wednesday, 22 May 2019 commencing at 10:00am at the offices of Simpson Grierson, Level 28, Lumley Centre, 88 Shortland Street, Auckland.

If you propose to attend the Meeting, please bring this form to assist with your registration. If you do not propose to attend the Meeting but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions) to Briscoe’s share registry, Link Market Services, by no later than 10:00am, Monday 20 May 2019. Alternatively, you can appoint your proxy and vote on the resolutions on the reverse of this form online by going to vote.linkmarketservices.com/BGP or by scanning the QR code above with your smartphone. Any proxy form received after 10:00am Monday 20 May 2019 will not be valid for the Annual Meeting.

Appointment of proxy

Any shareholder of the Company entitled to attend and vote at the Annual Meeting may appoint a proxy to attend and vote in the place of that shareholder. A proxy need not be a shareholder of the Company. If the Chairman is not expressly selected as proxy by you, but assumes the role of proxy only by default, your votes will be registered as abstentions unless you have directed otherwise on the proxy form.

Voting of your holding

If you appoint a proxy you must either direct the proxy how to vote by ticking the “For”, “Against” or “Abstain” box in respect of each resolution OR by ticking the “Proxy Discretion” box in respect of each resolution. A shareholder can direct the proxy holder in respect of one or more resolutions and give the proxy holder discretion in respect of other resolutions. If you tick the “Proxy Discretion” box for a particular resolution, or if you do not tick any box for a particular resolution, then the proxy may vote as he/she thinks fit or abstain from voting.

Attending the meeting

If you wish to vote in person, you should attend the Meeting. Please bring this form with you to the Meeting to assist with your registration. A corporation may appoint a person to attend and vote at the Meeting as its representative in the same manner as that in which it could appoint a proxy. That person need not also be a shareholder. Companies or bodies corporate that wish to attend through a representative must ensure that the representative brings the original notice appointing him or her to the meeting. To assist administration, the Company would be grateful if notices appointing representatives are delivered to Link Market Services Limited no later than 10:00am on Monday 20 May 2019.

Signing instructions for proxy forms

Individual

Where the holding is in one name, the shareholder must sign this Proxy Form.

Joint Holding

This proxy form may be signed by either, or on behalf of, the joint shareholders (or their duly authorised attorney).

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 Link Market Services Limited) and a signed certificate of non-revocation of the power of attorney must be returned to Link Market Services Limited.

Corporate Shareholder

If the shareholder is a company this proxy form must be signed on behalf of the company by a duly authorised person acting under the company’s express or implied authority

PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

I/We named above, being a shareholder of Briscoe Group Limited:

hereby appoint:_______of_________ (Full Name) (Full Address)

or: _______of__________ (Full Name) (Full Address)

as my/our proxy to vote for my/our behalf at the Annual Meeting of Shareholders of Briscoe Group Limited to be held at the offices of Simpson Grierson, Level 28, Lumley Centre, 88 Shortland Street, Auckland on Wednesday 22 May 2019, commencing at 10:00 am. and at any adjournment of that meeting.

STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS

Complete this part if you have appointed a proxy above and you want to direct the proxy as to how the proxy should vote.

Please note: For each resolution you must tick one box. If you mark the abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted computing the required majority, for that item.

Resolutions

To consider and, if thought fit, pass the following ordinary resolutions:

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|||||||
|---|---|---|---|---|---|
|Please indicate with a||
|For|Against|Abstain|Proxy|
|Discretion|
|1.|That Rod Duke, who will retire by rotation at the close of the meeting in accordance with|||||
|NZX Main Board Listing Rule 3.3.11 and the Company’s Constitution, be re-elected as a|
|Director of the Company.|
|2.|That PricewaterhouseCoopers be re-appointed as Auditors of the Company and that the|||||
|Board of Directors be authorised to fix the remuneration of the Auditors for the ensuing|
|year.|

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and to vote on any resolutions to amend any of the resolutions, on any resolution so amended, and on any other resolution proposed at the Annual Meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy may vote as he/she thinks fit or abstain from voting on each such resolution. The proxy is appointed only in respect of the above meeting or any adjournment thereof.

STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Meeting will have the opportunity to ask questions during the meeting. If you cannot attend but would like to ask a question, you can submit a question online by going to vote.linkmarketservices.com/BGP and completing the online validation process or complete the question section below and return to Link Market Services. Questions will need to be submitted by 10:00am on Monday 20 May 2019. The Board will address and answer questions during the meeting.

Question:

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STEP 4: SIGN - SIGNATURE OF SECURITY HOLDER(S) This section must be completed
Security Holder 1 Security Holder 2 Security Holder 3
or duly authorised officer or attorney or duly authorised officer or attorney or duly authorised officer or attorney
Contact Name ______Contact Daytime Telephone ____ Date ___
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Electronic Investor Communications: If you 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.

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Briscoe Group Limited AGM Information 2019

66166_rns_2019-04-05_812453e6-becc-4afb-8c6a-2ef24715c422.pdf