2019 Annual Meeting – Resolution 3

23 September 2019 NZX/ASX Code: EBO 2019 Annual Meeting - Resolution 3 Following the release of the Notice of Annual Meeting on 12 September 2019, some investors have requested further background information regarding Resolution 3, being the proposed increase in the non-executive director fee pool from $1,100,000 per annum to $1,410,000 per annum with effect from 1 July 2019. In the interests of ensuring information is provided to all shareholders EBOS provides the following data. Director and committee fees The table below sets out the director and committee fees expressed on a per annum basis as at 30 June 2019 and the expected fees should the increase in the fee pool be approved. Officer 30 June 2019 Post shareholder approval Chairman $300,000 $320,000 Director (other than Chairman) $150,000 $160,000 Chair of Audit & Risk Committee $20,000 $37,500 Chair of Remuneration Committee $5,000 $20,000 Member of Audit & Risk Committee $12,500 $17,500 Member of Remuneration Committee $3,000 $10,000 All amounts expressed in New Zealand dollars The expected fees are an estimate only and the feel pool will be divided among directors as they deem appropriate from time to time. In October 2018, it was announced that the Board wished to appoint two new independent directors to the Board. Mr Stuart McLauchlan was appointed with effect from 1 July 2019. However, having regard to the current approved fee pool of $1,100,000, there is limited capacity within the fee pool to appoint an additional director and allow for headroom for other reasons such as payment of fees for undertaking additional duties. Benchmarking exercise As stated in the Notice of Annual Meeting, one of the reasons why approval for an increase in the fee pool was being sought was to offer competitive fees to attract and retain non-executive directors of a high calibre. To assist the Board in assessing the extent of any increase to the approved fee pool, EBOS engaged external consultants to provide benchmarking data. This benchmarking data referred to both NZX and ASX peer group companies. This was considered relevant as the Company wishes to attract directors of a high calibre from both New Zealand and Australia having regard to the location of the Group's operations. The benchmarking data was one of the factors taken into account by the Board in proposing the increase in the director fee pool. Janelle Cain General Counsel EBOS Group Limited For further information, please contact: Mark Connell Investor Relations Manager EBOS Group Limited +61 402 995 519 End CA:00341370 For:EBO Type:GENERAL Time:2019-09-23 11:55:43