Members entitled to attend and vote at the meeting are entitled to appoint a proxy. Proxy forms must be received 48 hours prior to the start of the meeting and can be completed below.

You can appoint any person as your proxy. If you appoint the Chair or a director of the Company and no voting instructions are given in your proxy form your shares will be voted in favour of all resolutions. 

Special Meeting 2026 Poxy Form

Is this a jointly held shareholding?
APPOINTMENT OF PROXY
Enter Proxy full name or the Chair of the Company
Address of appointee
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
Electronic Appointment Declaration

By submitting this form electronically, I confirm that I am the shareholder named in this form, or am duly authorised to act for that shareholder. I appoint the person named in this form as my proxy to attend, speak and vote on my behalf at the Annual General Meeting of the Retirement Income Group Limited  to be held on 30 September 2026  and at any adjournment of that meeting. I authorise the Company to rely on this electronic appointment and the voting directions set out in this form as if they had been signed by me in writing.

NOTES

  1. As a Shareholder you may attend the meeting and vote, or you may appoint a proxy to attend the meeting. A proxy need not be a shareholder of the Company.
  2. If you are joint holders of shares each of you must sign this proxy form. If you are 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.
  3. If the proxy is signed under a power of attorney, it must be accompanied by a copy of the Power of Attorney and a certificate of non-revocation. 
  4. You may, if you wish, appoint “the Chair of the meeting” or one of the Directors, any of whom will be pleased to act for you if appointed. Please note, unless you direct otherwise they will vote in favour of the resolutions.
  5. If you appoint a proxy and later decide to come to the meeting, your proxy will be cancelled and you will resume the right to vote in person; by emailing or posting this form now you will ensure that you are represented at the meeting. Please ensure you date and sign it.

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