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 2 – Issue of shares to existing Class A Holders
(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 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 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 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.