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EBOS GROUP LIMITED AGM Information 2025

Sep 26, 2025

64813_rns_2025-09-26_af47cb19-278d-4aee-a012-35bc7fdfc60f.pdf

AGM Information

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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

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

Notice of Annual Meeting 2025

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.

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

  • 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

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.

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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.

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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

[email protected]

Proxy/Voting Form

www.investorvote.co.nz

Lodge your proxy online, 24 hours a day, 7 days a week:

Smartphone?

Scan the QR code to vote now.

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.

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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.

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.

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.

Go online to lodge your proxy or turn over to complete the form

Proxy/Corporate Representative Form

STEP 1 Appoint a Proxy to Vote on Your Behalf

I/We being a shareholder/s of EBOS Group Limited

hereby appoint

or failing him/her

of of

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.

STEP 2 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.

Ordinary Resolutions

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|Proxy|
|For|Against|Discretion|Abstain|

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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.

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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):

SIGN Signature of Securityholder(s) This section must be completed.

Securityholder 1 Securityholder 2 Securityholder 3 or Sole Director/Director or Director (if more than one) Contact Name Contact Daytime Telephone Date

ATTENDANCE SLIP

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.

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HOW TO PARTICIPATE IN VIRTUAL/HYBRID MEETINGS

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Attending the meeting online

Our online meeting provides you the opportunity to participate online using your smartphone, tablet or computer.

If you 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.

Visit https://meetnow.global/nz

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Access

Access the online meeting at https://meetnow.global/nz, and select the required 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 the post code. Accept the Terms and Conditions and click Continue.

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Navigation

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When successfully authenticated, the home screen will be displayed. You can watch the webcast, vote, ask questions, and view meeting materials in the documents folder. The image highlighted blue indicates the page you have active.

The webcast will appear and begin automatically once the meeting has started.

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If you are a guest :

Select Guest on the login screen. As a guest, you will be prompted to complete all the relevant fields including title, first name, last name and email address.

Please note, guests will not be able to ask questions or vote at the meeting.

If you are a proxy holder:

You will receive an email invitation the day before the meeting to access the online meeting. Click on the link in the invitation to access the meeting.

Contact

If you have any issues accessing the website please call +64 9 488 8700.

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Voting

Resolutions will be put forward once voting is declared open by the Chair. Once the voting has opened, the resolution and voting options will appear.

To vote, simply select your voting direction from the options shown on screen. You can vote for all resolutions at once or by each resolution.

Your vote has been cast when the green tick appears. To change your vote, select ‘Change Your Vote’.

Q&A

Any eligible shareholder/proxy attending the meeting remotely is eligible to ask a question.

Select the Q&A tab and type your question into the box at the bottom of the screen and press 'Send'.