Announcement

GENERAL: EBO: 2019 Annual Meeting - Resolution 3 11:55am 
EBO
23/09/2019 11:55
GENERAL
NOT PRICE SENSITIVE
REL: 1155 HRS Ebos Group Limited

GENERAL: EBO: 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

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