Renounceable Rights Offer

RENOUNCEABLE RIGHTS OFFER

in relation to a 1.269 for 1 pro-rata renounceable rights offer of New Shares

30 March 2026

Accordant Group Limited (AGL)

Go to https://accordant.rightsoffer.co.nz for more information and to apply.

This is an important document. You should read the whole document before deciding what action to take with your Rights. If you have any doubts as to what you should do, please consult your broker, financial, investment or other professional adviser.

This Offer Document may not be distributed outside New Zealand except to the extent contemplated in this Offer Document.

CONTENTS

IMPORTANT INFORMATION

1. General information

   1. This Offer Document has been prepared by Accordant Group Limited (AGL) in connection with a 1.269 for 1 pro rata renounceable rights offer of New Shares and a related Shortfall Facility (the Rights Offer).

   2. The Rights Offer is made to Eligible Shareholders and other eligible investors in New Zealand only pursuant to the exclusion in clause 19 of schedule 1 of the New

      Zealand Financial Markets Conduct Act 2013 (the FMCA).

   3. This Offer Document is not a product disclosure statement or prospectus for the purposes of the FMCA or any other law, has not been lodged with the FMA, and does not contain all of the information that an investor would find in a product disclosure statement or prospectus or which may be required to make an informed decision about the Rights Offer or AGL.

2. Further important information

   1. The Rights Offer is conditional on Shareholder approval and the Minimum Amount being raised. The Shareholder approval is being sought at a Special Shareholders' Meeting to be held online at 3.30 pm NZT on 16 April 2026 (the Special Shareholders' Meeting).

   2. The Notice of Special Shareholders' Meeting (Notice of Meeting), which was released on 30 March 2026, contains important information about the Rights Offer required for its approval by Shareholders, but also important information about AGL and its business.

   3. A copy of the Notice of Meeting and other important information released on 30 March 2026 (including the Investor Presentation), as well as other publicly available information referred to in this Offer Document, are available at https://www.nzx.com under the ticker code "AGL".

   4. The Notice of Meeting and Investor Presentation include details of the rationale for the Rights Offer. They also provide a trading update and explain in more detail the expected impact of the Rights Offer, including a non-exhaustive summary of certain key risks associated with AGL and the Rights Offer.

   5. You should read the Notice of Meeting and Investor Presentation in full, as they contain important information to assist you in making an investment decision in respect of the Rights Offer. In particular, you should read and consider paragraph 9 in Section 4 of the Notice of Meeting ("Key Risks") before making an investment decision.

3. Additional information available under AGL's continuous disclosure obligations

   1. AGL is subject to continuous disclosure obligations under the NZX Listing Rules which require it to notify certain material information to NZX. Market releases by AGL are available at https://www.nzx.com under the ticker code "AGL".

   2. AGL recommends that you read its market releases lodged with NZX, including its market announcements (together with the materials attached to those announcements) regarding:

      
      
      

      1. the Rights Offer released on 30 March 2026 (including the Investor Presentation accompanying the announcement)

         
         
         

      2. the Notice of Meeting released on 30 March 2026 and

      3. AGL's most recent annual report for the financial year ended 31 March 2025 released on 30 May 2025, together with its half year results for the financial year ending 31 March 2026 announcement released on 10

         November 2025.

   3. AGL may, during the period of the Rights Offer, make additional releases to NZX. Shareholders should monitor AGL's market announcements during the period of the Rights Offer. To the maximum extent permitted by law, no release by AGL to NZX will permit an applicant to withdraw any previously submitted Application without AGL's prior written consent.

4. Market risk

   1. The market price for the shares in AGL may change materially between the date the Rights Offer opens, the date you apply for New Shares under the Rights Offer, and the date on which the New Shares are allotted to you. Accordingly:

      
      
      

      1. the price paid for New Shares under the Rights Offer may be higher or lower than the price at which shares in AGL are trading on the NZX Main Board at the time New Shares are issued under the Rights Offer

      2. the market price of shares in AGL following allotment may be higher or lower than the Offer Price

         and
         
         

      3. it is possible that up to or after the Allotment Date, you may be able to buy shares in AGL at a lower price than the Offer Price.

   2. Any changes in the market price of shares in AGL will not affect the Offer Price.

      If you have any doubts as to what you should do, please consult your broker, financial, investment or other professional adviser.
5. Withdrawal and date changes

   1. Subject to compliance with all applicable laws, AGL reserves the right at its absolute discretion to:

      1. withdraw all or any part of the Rights Offer and the issue of New Shares under the Rights Offer

         and/or
         
         

      2. alter any dates set out in this Offer Document.

   2. AGL will withdraw the Rights Offer if Shareholder approval for Resolution 1 is not obtained or the Minimum Amount is not raised under the Rights Offer.

6. Forward looking statements

   1. This Offer Document, the Notice of Meeting and the Investor Presentation contain certain forward-looking statements such as indications of, and guidance on, future earnings and financial position and performance.

   2. Forward-looking statements can generally be identified by use of words such as 'approximate', 'project', 'foresee', 'plan', 'target', 'seek', 'expect', 'aim', 'intend', 'anticipate',

      'believe', 'estimate', 'may', 'should', 'will', 'objective', 'assume', 'guidance', 'outlook' or similar expressions.

   3. Forward-looking statements include statements regarding the timetable, conduct and outcome of the Rights Offer and the use of proceeds thereof, statements about the plans, targets, objectives and strategies of AGL, statements about the future performance of, and outlook for, AGL's business and statements regarding growth or strategy. Any indications of, or guidance or outlook on, future earnings or financial position or performance and future distributions are also forward-looking statements.

   4. All such forward-looking statements involve known and unknown risks, significant uncertainties, judgements, assumptions, contingencies, and other factors, many of which are outside the control of AGL, which may cause the actual results or performance of AGL to

      be materially different from any future results or performance expressed or implied by such forward-looking statements. Deviations as to future results or performance are both normal and to be expected. Past performance is not a reliable indicator of future performance.

   5. Such forward-looking statements speak only as of the date of this Offer Document. Except as required by law or regulation (including the NZX Listing Rules),

      AGL undertakes no obligation to provide any additional information or update these forward-looking statements for events or circumstances that occur subsequent to the date of this Offer Document or to update or keep current any of the information contained herein.

   6. Any estimates, projections or outlook statements as to events that may occur in the future (including projections of revenue, expense, debt, net debt, cash, interest cover and leverage ratios, net income and performance)

      are based upon the best judgement of AGL from the information available as of the date of this Offer Document.

   7. A number of factors could cause actual results or performance to vary materially from the estimates, projections or outlook statements, including the performance of the New Zealand economy and the New Zealand labour market which themselves are subject

      to numerous factors and influences. Investors should consider the forward-looking statements in this Offer Document in light of those risks and disclosures (see paragraph 9 of Section 4 of the Notice of Meeting).

   8. Neither AGL nor any other person gives any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Offer Document, the Notice of Meeting or the Investor Presentation will actually occur. You are cautioned against relying on any such forward looking statements.

      Investors are strongly cautioned not to place undue reliance on any forward-looking statements.
7. Offering restrictions

   1. This Offer Document is intended for use only in connection with the Rights Offer to Eligible Shareholders and other eligible investors.

   2. This Offer Document does not constitute an offer, advertisement or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer, advertisement or invitation.

   3. This Offer Document may not be sent or given to any person outside New Zealand in circumstances in which the Rights Offer or distribution of this Offer Document would be unlawful. The distribution of this Offer Document (including an electronic copy) outside New Zealand may be restricted by law. In particular, this Offer Document may not be distributed to any person, and the Rights and the New Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted in this Offer Document or as AGL may

      otherwise determine in compliance with applicable laws.

   4. Neither this Offer Document, access to the Offer Website, the Acceptance Form nor the Shortfall Acceptance Form may be released or distributed in the United States. This Offer Document, the Offer Website, the Acceptance Form and the Shortfall Acceptance Form do not constitute an offer to sell, or the solicitation of

      an offer to buy, any securities in the United States or in any jurisdiction in which such an offer would be illegal. The Rights and the New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of any person in the United

      States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities

      Act and the applicable securities laws of any state or other jurisdiction of the United States. New Shares and Rights may only be offered, sold and resold outside the United States in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S.

   5. Further details on the offering restrictions that apply are set out in Part 4: Terms of the Rights Offer.

   6. Investors should note that while Rights will be tradeable, on the NZX Main Board or otherwise, the assignment, transfer and exercise of Rights trading on the NZX Main Board or otherwise will be restricted to persons meeting certain eligibility criteria, as set out in Part 4: Terms of the Rights Offer. It is the responsibility of purchasers of Rights (and any broker, nominee or custodian acting on their behalf) to inform themselves of the eligibility criteria for exercise. In particular, persons in the United States and persons acting for the account or benefit of persons in the United States (to the extent such persons are acting for the account or benefit of persons in the United States) will not be eligible to purchase or trade Rights or to take up New Shares for the Rights they acquire. If holders of Rights at the end of the trading period do not meet the eligibility criteria, they will not be able to exercise the Rights. In the event that holders are not able to exercise their Rights, they may receive no value for them.

   7. If you come into possession of this Offer Document, you should observe any such restrictions. Any failure to

      comply with such restrictions may contravene applicable securities law. AGL disclaims all liability in respect of any such contravention by any person.

8. Decision to participate in the Rights Offer

   1. The information in this Offer Document does not constitute a recommendation to acquire or invest in Rights or New Shares and is not financial product

      advice to you or any other person. This Offer Document has been prepared without taking into account your investment objectives, financial or taxation situation or particular needs or circumstances.

   2. Before deciding whether to invest in Rights or New Shares, you must make your own assessment of the risks associated with an investment in AGL (including the summary of key risks in paragraph 9 in Section 4 of the Notice of Meeting ("Key Risks")), and consider whether such an investment is suitable for you having regard to publicly available information (including the Notice of

Meeting, the Investor Presentation and AGL's other market releases lodged with NZX), your personal circumstances and following consultation with a financial or other professional adviser. Please read this Offer Document carefully and in full before making that decision.