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 Special Meeting of Retirement Income Group Limited to be held on 4 November 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.

Shareholders Special Meeting 2026 Nominees

Is this a jointly held shareholding?
Instructions to the Nominee
SPECIAL BUSINESS RESOLUTIONS

Special Business Resolution 1 – Issue of Shares to AMP

(Special Resolution of the holders of Class A shares approving an issue of shares for the purpose of the Constitution and section 44 of the Companies Act 1993)

To consider and, if thought fit, to pass the following as a Special Resolution “That, for the purposes of clause 2.1 of the Company’s constitution, section 44 of the Companies Act 1993 and for all other purposes, subject to completion of the AMP Transaction as further described in the Explanatory Notes accompanying this Notice of Meeting:

(a) the holders of Class A shares approve the issue by the Company of up to  5,494,404 new Class A shares in the Company to AMP New Zealand Holdings Limited at an issue price of $1.82 per share, on the terms described in the Explanatory Notes accompanying this Notice of Meeting; and

(b) the Board is authorised to determine the final number of shares to be issued within that limit, to implement and give effect to that issue, and to do all things which it considers necessary or desirable in connection with it.

Special Business Resolution 1: Confirm

Special Business Resolution 2 – Issue of shares to existing Class A Holders 

(Special Resolution of the holders of Class A shares approving an issue of shares for the purpose of the Constitution and section 44 of the Companies Act 1993)

To consider and, if thought fit, to pass the following as a Special Resolution “That, for the purposes of clause 2.1 of the Company’s constitution, section 44 of the Companies Act 1993 and for all other purposes, subject to completion of the AMP Transaction as further described in the Explanatory Notes accompanying this Notice of Meeting:

(a) the holders of Class A shares approve the issue by the Company of up to 1,098,901 new Class A shares in the Company to existing holders of Class A shares who have elected by [28 October 2026 to purchase further shares, at an issue price of $1.82 per share, on the terms described in the Explanatory Notes accompanying this Notice of Meeting; and

(b) the Board is authorised to determine the final number of shares to be issued within that limit, to implement and give effect to that issue, and to do all things which it considers necessary or desirable in connection with it.”

Special Business Resolution 2: Confirm

Special Business Resolution 3 – Approval of new constitution

(Special Resolution of the holders of Class A shares altering the constitution of the Company for the purpose of section 32(2) of the Companies Act 1993)

To consider and, if thought fit, to pass the following as a Special Resolution "That, for the purpose of section 32(2) of the Companies Act 1993 and for all other purposes, subject to completion of the AMP Transaction as further described in the Explanatory Notes accompanying this Notice of Meeting, the holders of Class A shares approve the alterations to the constitution of the Company set out in Attachment 2 to this Notice of Meeting, to take effect from completion of the AMP Transaction." 

Special Business Resolution 3: Confirm

Special Business Resolution 4 – Approval of [buy/sell facility] and scaling rules

(Special Resolution of the holders of Class A shares for the purposes of clause 2.1 of the constitution of the Company and section 44 of the Companies Act 1993)

To consider and, if thought fit, to pass the following as a Special Resolution: That for the purposes of clause 2.1 of the constitution of the Company and section 44 of the Companies Act 1993, and for all other purposes, subject to completion of the AMP Transaction as further described in the Explanatory Notes accompanying the Notice of Meeting the terms of the Shareholder Facility are acknowledged and approved the Board is authorised to determine and approve the final number of shares to be transferred through the Shareholder Facility other than in accordance with the pre-emptive rights provisions in the constitution of the Company, including to conduct any scaling back of shares issued or transferred on a basis determined by the Board to be fair and proportionate, including to remove uneconomical parcels of shares of those holders of Class A shares wishing to sell all of their shares.

Special Business Resolution 4: Confirm

Special Business Resolution 5 – Conversion of Class B shares to Class A shares

(Special Resolution of the holders of Class A shares for the purposes of clause 4.1 of the constitution of the Company and section 117 of the Companies Act 1993)

To consider and, if thought fit, to pass the following as a Special Resolution: That, for the purposes of section 117 of the Companies Act 1993, and clause 4.1 of the constitution of the Company, holders of Class B shares be permitted to elect to have their shares converted to Class A shares, on the transfer of those shares to Retirement Income Group Nominees Limited.

Special Business Resolution 5: 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 Special 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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