BRISCOE GROUP LIMITED

Shareholders of Briscoe Group Limited

Briscoe Group Limited is a listed issuer, so its ownership is disclosed under the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules rather than through a complete register of holders. The company publishes substantial product holders — those with a relevant interest in 5% or more of a class of quoted voting products — together with a top-20 registered holder table and a holder-spread table in its annual report. Neither disclosure amounts to a full shareholder list.

At 25 January 2026 the company disclosed a single substantial product holder: R A Duke, with a relevant interest in 171,566,383 ordinary shares held in his capacity as a trustee of the R A Duke Trust. That is 77.01% of the 222,790,012 ordinary shares on issue at the same date. The underlying substantial security holder notice is dated 13 October 2016 and was given in respect of 170,081,138 ordinary shares; the interest has since been restated to 171,566,383 shares in the company’s annual disclosures.

The top-20 register at 13 March 2026 shows JB Were (NZ) Nominees Limited as the largest registered holder, with 173,694,534 shares (77.96%). The company states that this figure includes the 171,566,383 shares associated with R A Duke, so the entry is a custodial registration and not a beneficial holding. Other registered positions at that date included Gerald Harvey with 5,250,000 shares (2.36%), Harvey Norman Properties (NZ) Limited with 5,250,000 shares (2.36%), Custodial Services Limited with 2,077,774 shares (0.93%), BNP Paribas Nominees NZ Limited BPSS40 with 1,842,512 shares (0.83%), New Zealand Depositary Nominee with 1,817,837 shares (0.82%) and Accident Compensation Corporation with 1,805,312 shares (0.81%). The holder-spread table records 3,661 investors in total at 13 March 2026, of whom 34 held 100,001 shares or more, accounting for 91.16% of the shares on issue.

Ultimate beneficial ownership

Control of the company sits with the R A Duke Trust. Rodney Adrian Duke, the Group Managing Director, is disclosed as holding the 171,566,383 shares non-beneficially, in his capacity as a trustee of that trust. The consolidated financial statements for the period ended 25 January 2026 record dividends of NZ$34,313,277 paid to the R A Duke Trust (including RA Duke Limited) during the year, against NZ$49,754,251 the previous year.

A trusteeship is a relevant interest rather than a beneficial entitlement. The beneficiaries of the R A Duke Trust are not disclosed in the company’s filings, and no beneficiary is named here because none can be verified from an official source. On the published record the controlling person for KYB purposes is R A Duke as trustee of the R A Duke Trust, holding well above any customary 25% control threshold. Holdings registered to JB Were (NZ) Nominees Limited, Custodial Services Limited, BNP Paribas Nominees NZ Limited, New Zealand Depositary Nominee, HSBC Nominees (New Zealand) Limited and similar entities are custodial registrations and do not identify the underlying beneficial owners.

Data availability

The shareholder record available here contains only four positions: Gerald Harvey 0.70%, Manhattan Trustee Limited 0.09%, Benedict Douglas Tauber 0.04% and Lorraine Rose Johnstone 0.07%, verified 2026-08-11. All four are sub-1% entries, and the names correspond to registered holders that sit well down the company’s top-20 table; the percentages held on file do not reconcile with the company’s own disclosure, which shows Gerald Harvey at 2.36% and Manhattan Trustee Limited at 0.31% as at 13 March 2026. That record captures a handful of small positions, omits the 77% controlling interest entirely, and is not representative of the ownership of the company. All percentages above are as disclosed by the company at the dates stated and change with market trading.

Directors and officers of Briscoe Group Limited

The board disclosed in the annual report for the period ended 25 January 2026 comprises six directors: Dame Rosanne Meo, DNZM, OBE (Chairman, non-executive); Rodney A. Duke, CNZM (Group Managing Director and Deputy Chairman); Anthony (Tony) D. Batterton (non-executive); Richard A. (Andy) Coupe (non-executive); Hugh J. M. (Mark) Callaghan (non-executive); and Mark C. Cairns (non-executive). Rod Duke, Group Managing Director since 1991, is the only executive director; the other five are non-executive, and the company states that the board composition meets the NZX requirement for a majority of independent directors.

Executive office is separate from board membership. Geoffrey Peter Scowcroft is Chief Financial Officer and Andrew Scott is Chief Operating Officer; neither holds a seat on the board of Briscoe Group Limited. Mr Scowcroft is recorded as a director of the two principal trading subsidiaries, Briscoes (New Zealand) Limited and The Sports Authority Limited, in each case alongside Rod Duke, who is also the sole recorded director of Rebel Sport Limited and Living & Giving Limited.

Nationality is not disclosed for any director or officer and is not inferred here; it should be read as not disclosed. The New Zealand register publishes directors’ residential addresses; those are not reproduced. Directors’ disclosed shareholdings at 13 March 2026 were: R A Duke 171,566,383 shares held non-beneficially as trustee; Dame Rosanne Meo 100,000 non-beneficially; A D Batterton 30,000 non-beneficially; M C Cairns 45,000 non-beneficially; R A B Coupe 10,000 beneficially; and H J M Callaghan 10,000 beneficially.

Recent officer changes

1 November 2025 — Mark Cairns was appointed by the board as an independent non-executive director.

May 2026 — Andy Coupe was to retire from the board at the annual shareholders meeting, after close to ten years as a director and as chair of the HR Committee.

May 2027 — Dame Rosanne Meo has advised that she does not intend to seek re-election at the end of her current term, which concludes at that year’s annual shareholders meeting.

Data availability

The officer record available here holds Geoffrey Peter Scowcroft twice, once with qualifications appended to the name; these are a single individual and are treated here as one record. He is recorded as Chief Financial Officer, which is an executive office and not a board seat at group level. Rodney Adrian Duke is recorded as Deputy Chairman and Group Managing Director, consistent with the company’s own disclosure. A further entry for Fiona Stewart appears on file; her role could not be confirmed from the company’s governance disclosures and is therefore not stated. No appointment dates are held on file, and the dates above are taken from the company’s announcements and annual report rather than from the record available here.

Group structure of Briscoe Group Limited

Briscoe Group Limited sits at the top of its group. The consolidated financial statements for the 52-week period ended 25 January 2026 state that Briscoe Group Limited is the immediate parent, ultimate parent and controlling party for all companies in the group; there is no corporate entity above it. The company is a non-trading holding company providing management services to its subsidiaries, all four of which are wholly owned and incorporated in New Zealand. No indirect subsidiaries are disclosed, and the company reports no changes to group structure during the period.

Above the company there is no parent undertaking — only the controlling shareholding described in the shareholder section, held by R A Duke as trustee of the R A Duke Trust. Briscoe Group Australasia Limited (ARBN 619 060 552) is not a subsidiary: it is the registration of Briscoe Group Limited itself as a foreign company in Australia, supporting its ASX foreign exempt listing.

The group also holds a non-controlling investment of 48,007,465 shares in the listed company KMD Brands Limited, acquired across 2015, 2018 and 2019 for a total cost of NZ$87,853,048 and representing 6.75% of KMD Brands Limited at 25 January 2026, carried at NZ$13.202 million. This is a minority equity investment and does not bring KMD Brands Limited into the group.

Data availability

The corporate linkage data available here associates Briscoe Group Limited with a tree of Jarden and FirstCape entities. No such relationship appears in the company’s consolidated financial statements or general disclosures, which list four wholly owned New Zealand subsidiaries and state that Briscoe Group Limited is itself the ultimate parent and controlling party. That association could not be verified as a corporate relationship from any official filing — it is consistent with a custodial or nominee artefact, or with a data error — and it is therefore not presented here as a parent, subsidiary or affiliate relationship.

The relationships in the table above are limited to those disclosed in the annual report and audited consolidated financial statements for the period ended 25 January 2026. Directorships of the subsidiary companies are set out in the officer section.