Shareholder AGM 2026 Nominee Form

Important notice

This form is for investors whose interests in A Class Shares in Retirement Income Group Limited are held by Retirement Income Group Nominees Limited (Nominee).

The Nominee is the registered holder of the relevant A Class Shares in Retirement Income Group Limited. Accordingly, the Nominee, and not the underlying investors named in this form, is entitled to vote those shares at the Annual General Meeting of Retirement Income Group Limited to be held on 30 September 2026.

This form enables underlying investors to instruct the Nominee in relation to the resolutions set out in the Notice of Meeting and Explanatory notes.

This form is not a proxy form for Retirement Income Group Limited. Completion of this form does not entitle an investor to vote directly at the Annual General Meeting of Retirement Income Group Limited.

Is this a jointly held shareholding?
INSTRUCTIONS TO THE NOMINEE
I/We confirm that I/we hold an interest in A Class Shares in Retirement Income Group Limited through the Nominee.
I/we instruct the directors of the Nominee to exercise the voting rights attached to the A Class Shares held by the Nominee in respect of the following resolutions in the manner indicated below.

Ordinary Business Resolutions 1:

That the Directors of the Company be authorised to fix the fees and expenses of the auditors of the Company, PricewaterhouseCoopers, for the financial year ending 31 March 2027.

Ordinary Business Resolutions 1: Confirm

Ordinary Business Resolution 2:

That Monique Cairns be appointed a director of the Company. 

Ordinary Business Resolution 2: Confirm

Special Business Resolution 1 – Britannia Transaction (major transaction)

That, for the purposes of section 129 of the Companies Act 1993 and for all other purposes, subject to Resolution 2 – PCG Loan Facility being passed the holders of Class A shares approve the Company entering into and completing the proposed transaction with Britannia Financial Services Limited and Britannia Nominees Limited (the Britannia Transaction) as described in the Explanatory Notes accompanying this Notice of Meeting, and any and all agreements and documents necessary or desirable to implement the Britannia Transaction, and that the Board is authorised to:

(a) finalise, approve, execute and deliver all agreements and documents relating to the Britannia Transaction (with such amendments as the Board considers to be not materially disadvantageous to the Company); and

(b) do all things which it considers necessary or desirable to give effect to the Britannia Transaction and this resolution.

Special Business Resolution 1: Confirmed

Special Business Resolution 2 – PCG Loan Facility (major transaction): 

That, for the purposes of section 129 of the Companies Act 1993 and for all other purposes, the holders of Class A shares approve the Company entering into the proposed loan facility with Private Capital Group (the PCG Loan Facility) on the terms described in the Explanatory Notes accompanying this Notice of Meeting, and any and all agreements and documents necessary or desirable to implement the PCG Loan Facility (Related Documents) and the transactions contemplated by the PCG Loan Facility and the Related Documents, and that the Board is authorised to:
 

(a) finalise, approve, execute and deliver all agreements and documents relating to the PCG Loan Facility (with such amendments as the Board considers to be not materially disadvantageous to the Company); and
(b) do all things which it considers necessary or desirable to give effect to the PCG Loan Facility and this resolution.

Special Business Resolution 2: Confirm
INVESTOR DECLARATION

By signing or submitting this form electronically, I/we confirm that:

  1. I/we are the investor(s) identified in Section 1, or am/are duly authorised to act for that investor or those investors.
  2. I/we hold an interest in A Class Shares in Retirement Income Group Limited through the Nominee.
  3. I/we acknowledge that the Nominee is the registered shareholder of Retirement Income Group Limited and is the party entitled to appoint a proxy and cast the vote attached to the relevant A Class Shares at the Annual General Meeting.
  4. I/we acknowledge that the Nominee implement investor instructions in accordance with the applicable deed of appointment of custodian.
  5. I/we acknowledge that this form does not constitute a proxy appointment for Retirement Income Group Limited and does not provide a right to vote directly at the Annual General Meeting.

NOTES

  1. Purpose of this form. This form enables eligible investors who hold their interest through the Nominee to provide voting instructions to the Nominee in relation to the material transactions.
  2. No direct AGM voting right. The Nominee is the registered holder of the relevant A Class Shares. Investors using this form are not, solely by reason of their beneficial interest, appointing a proxy for or voting directly at the Retirement Income Group Limited Annual General Meeting.
  3. Electronic submission. By submitting this form electronically, an investor confirms that they are the investor named in the form or are duly authorised to act for that investor, and authorises the Nominee to rely on the instruction as if signed in writing.
  4. No obligation beyond governing documents. Nothing in this form limits or expands the Nominee’s or its directors’ rights, obligations or discretion under the applicable nominee arrangements, constitution, shareholders’ agreement, investment terms or law.

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