RTO Limited — Proxy Solicitation & Information Statement 2024

Aug 11, 2024

RTO Limited

LODGE YOUR PROXY

Online: https://investorcentre.linkgroup.nz/Voting/RTO

Scan & email: meetings@linkmarketservices.com

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Deliver: Mail: MUFG Corporate Markets Use the enclosed reply Level 30 envelope or address to: PwC Tower MUFG Corporate Markets 15 Customs Street West PO Box 91976 Auckland 1010 Auckland 1142

Scan this QR code with your smartphone and vote online

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CSN/Holder Number: «Holding_No»

General Enquiries +64 9 375 5998 | enquiries@linkmarketservices.com

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PROXY FORM/ADMISSION CARD FOR RTO LIMITED’S 2024 ANNUAL MEETING

The Annual Meeting of Shareholders of RTO Limited (the “Company”) will be held at “Boardroom at Business Action”, 1A George Street, Newmarket, Auckland, on Thursday, 5 September 2024 commencing at 10.00am (New Zealand time).

If you will not attend the Meeting, but wish to be represented by proxy, please complete and return this form (in accordance with the lodgement instructions above) to RTO Limited’ Share Registry, MUFG Corporate Markets (formerly Link Market Services), by no later than 10.00am on Tuesday, 3 September 2024 . You can also appoint your proxy and vote on the resolutions on the reverse of this form online by going to https://investorcentre.linkgroup.nz/voting/RTO or by scanning the QR code above with your smartphone.

Appointment of proxy

The Chair of the Meeting is willing to act as proxy for any shareholder who wishes to appoint him for that purpose.

If you wish to appoint a director as your proxy, the Chair of the Board Mr Sean Joyce is willing to act on your behalf. If, in appointing a proxy, you do not name a person as your proxy but they otherwise complete the proxy form in full, or your named proxy does not attend the meeting, Mr Sean Joyce will act as your proxy and only vote in accordance with your express directions.

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, your proxy will decide how to vote that resolution. If a shareholder does not tick any boxes in respect of a resolution then the proxy may vote as he/she thinks fit or abstain from voting, unless specifically restricted from voting on that resolution.

Voting Restrictions

There are no voting restrictions.

Signing instructions for proxy forms

Individual

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

Joint Holding

If you are joint holders of shares, either of you may sign this Proxy Form. If the shareholder is a company, this Proxy Form must be signed on behalf of the company by a person acting under the company’s express or implied authority.

Power of Attorney

If this Proxy Form has been signed under a power of attorney (“POA”), a copy of the POA (unless already noted by the company or its registry) and a signed certificate of non-revocation of the POA must be produced to the company with this form.

Corporate Shareholder

Any corporation that is a shareholder of the Company may appoint a person as its representative to attend the meeting and vote on its behalf, in the same manner as that in which it could appoint a proxy.

Go online to https://investorcentre.linkgroup.nz/voting/RTO to vote or turn over to complete the Proxy Form

CSN/Holder Number: «Holding_No»

PROXY/CORPORATE REPRESENTATIVE FORM

STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF

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I/We being a shareholder/s of RTO Limited hereby appoint:

_________________________________________________________at	____________________________________________________
(Full Name)	(Address)
Or________________________________________________________at	_____________________________________________________
(Full Name)	(Address)

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held online on Thursday, 5 September 2024 at 10.00am 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.

ORDINARYBUSINESS

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

			Tick () in box to vote	Tick () in box to vote
Ordinary Business		For	Against	Abstain1	Discretion2
1.	That Say Chan Law be re-elected as a director of the Company.				
2.	To authorise the Board to fix the remuneration of the Company’s auditors for theforthcoming year.				

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 meeting (or any adjournment thereof). Unless otherwise instructed as above, the proxy will vote to abstain from voting on each resolution. The proxy is appointed only in respect of the above meeting or any adjournment thereof.

• [1 ] If you mark the ‘Abstain’ box for a particular resolution, you are directing your proxy NOT to vote on that resolution. If a proxy does not vote on your behalf on a resolution, your votes will not be counted when calculating the majority of that resolution.

• 2

• If you tick the ‘Proxy Discretion’ box for a particular resolution, you are directing your proxy to decide how to vote on that resolution on your behalf.

STEP 3: SHAREHOLDER QUESTIONS

Shareholders present at the Annual Shareholders’ 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 https://investorcentre.linkgroup.nz/voting/RTO and completing the online validation process or complete the question section below and return to MUFG Corporate Markets (formerly Link Market Services). Questions will need to be submitted by 10.00am on Tuesday, 3 September 2024 . The Board will address and answer questions during the meeting.

Question:

STEP 4: SIGNATURE OF SHAREHOLDER(S) This section must be completed

STEP 4: SIGNATURE OF SHAR	EHOLDER(S)This section must be completed
Shareholder 1	Shareholder 2	Shareholder 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____________

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.