Briscoe Group Limited — Share Issue/Capital Change 2025

Jul 29, 2025

Template Capital Change Notice

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Updated as at February 2025

Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular element does not apply, mark the row as N/A. Any other changes to this prescribed form must first be approved by NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information

Section 1: Issuer information	Section 1: Issuer information	Section 1: Issuer information	Section 1: Issuer information
Name of issuer		Briscoe Group Limited
NZX ticker code		BGP
Class of financial product		Performance Rights, each representing anentitlement to acquire an ordinary share inBGP
ISIN (If unknown, check on NZX website)
		NZBGRE0001S4
Currency		New Zealand Dollars
Section 2: Capital change details
Number issued/acquired/redeemed
		164,657 Performance Rights
Nominal value (if any)		Not applicable
Issue/acquisition/redemption price per security		Performance Rights issued under the Plan fornil consideration
Nature of the payment (for example, cash or other		Not applicable
consideration)
Amount paid up (if not in full)		Not applicable
Percentage of total class of Financial Productsissued/acquired/redeemed/ (calculated on the number ofFinancial Products of the Class, excluding any TreasuryStock, in existence)1		40.12% of Performance Rights on issue,giving rights in respect of ordinary sharesequal to 0.0739% of the total ordinary shareson issue (post issue)
For an issue of Convertible Financial Products orOptions, the principal terms of Conversion (for examplethe Conversion price and Conversion date and theranking of the Financial Product in relation to otherClasses of Financial Product) or the Option (forexample, the exercise price and exercise date)		•The terms upon which the PerformanceRights and the ordinary shares will be issuedare those specified in the Briscoe GroupSenior Executive Incentive Plan Rules andthe invitation letters sent to participants•Each performance Right granted under thePlan entitles the holder to receive one fullypaid ordinary share in BGP•The Performance Rights have nil exerciseprice and will vest upon the satisfaction orwaiver of the relevant performance hurdlesand/or specified vesting conditions and theannouncement of the audited financialstatements for the 2027/28 financial year.Performance Hurdles•50% of the conversion of the PerformanceRights to ordinary shares is subject to aTotalShareholder Return(TSR) compound

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

	growth performance for the three-yearperiod ending on the announcement ofBGP’s 2027/28 financial year result andconverted on a sliding scale proportionate tothe TSR compound growth performance•50% of the conversion of the PerformanceRights to ordinary shares is subject to anEarnings Per Share (EPS) compoundgrowth performance for the three-financial-year period ending 30 January 2028 andconverted on a sliding scale proportionate tothe EPS compound growth performance•Performance Rights will lapse where theperformance conditions are not met.Performance Rights will lapse where theholder ceases to be employed by BGPbefore the end of the performance period.•There is no amount payable by holderseither on grant of the Performance Rights orconversion of the Performance Rights toordinary shares
Reason for issue/acquisition/redemption and specificauthority for issue/acquisition/redemption/ (the reasonfor change must be identified here)	The grant of the Performance Rights is part ofa long-term incentive programme for theprovision of performance-based remunerationdesigned to incentivise selected keyexecutives of BGP
Total number of Financial Products of the Class after theissue/acquisition/redemption/Conversion (excludingTreasury Stock) and the total number of FinancialProducts of the Class held as Treasury Stock after theissue/acquisition/redemption.	155,257 Performance Rights issued 3 August2023255,105 Performance Rights issued 21October 2024164,657 Performance Rights issued 30 July2025575,019 Total Performance RightsThere is no treasury stock
In the case of an acquisition of shares, whether thoseshares are to be held as treasury stock	Not applicable
Specific authority for the issue, acquisition, orredemption, including a reference to the rule pursuant towhich the issue, acquisition, or redemption is made	Board Resolution dated 24thJuly 2025 andNZX Listing Rule 4.6.1
Terms or details of the issue, acquisition, or redemption(for example: restrictions, escrow arrangements)	See above. Any Ordinary Shares issued onvesting and exercise of Performance Rightswill rank equally with existing Ordinary Shares.
Date of issue/acquisition/redemption2	30/07/2025

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).

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Capital Change Notice

Updated as at February 2025

Section 3: Disclosure required for Placements made under Rule 4.5.1

[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Days of the issuance. Delete this Section 3 if capital change is not the result of a Placement under Rule 4.5.1]

Details of the approach in identifying investors who were able to participate in the offer and how their respective allocations in the offer were determined. The explanation must set out the key objectives and Not applicable criteria the Issuer adopted in the allocation process, whether one of those objectives was a best effort to allocate on a pro rata basis to existing holders of the Issuer’s Equity Securities, and any significant exceptions or deviations from those objectives and criteria.

Section 4: Authority for this announcement and contact person

Name of person authorised to make this announcement	Geoff Scowcroft
Contact person for this announcement	Geoff Scowcroft
Contact phone number	+64 275633167
Contact email address	geoff@briscoes.co.nz
Date of release through MAP	30/07/2025