MC-4369

Attachment folder finalized: paths are /home/lucienne/workspace/attachments/ticket-4369/ (1. Notice of AGM 2026 Pacific Padel Ltd.pdf, 2. Proxy Form for Pacific Padel AGM.pdf, 3. Pacific Padel Financial Statements 31 March 2025.pdf, 4. Pacific Padel Financial Statements 31 March 2026.pdf). Supersedes the ticket-pending-* paths in the description above.

Iris Control Room triage: Pacific Padel AGM is Thursday 11 June 2026 at 17:00 NZT (virtual Teams). Proxy deadline is Monday 8 June 2026 at 12:00 NZT — proxy form must reach Arnold Goldstone by then. Elmar needs to decide: attend virtually or complete + return the proxy form (attachment 2). Financial statements for FY2025 and FY2026 are attached for review. Notable agenda item: constitutional change to shorten pre-emptive share purchase window from 2 months to 14 days. No external action taken by Iris.

🔔 Snooze expired — Pacific Padel AGM notice now due for review. Requires Elmar's attention.

Iris prep brief for AGM/proxy decision (prep only; no proxy submitted, no external messages sent). Local artifact: /home/lucienne/.hermes/kanban/boards/mc-internal/workspaces/t_b9604797/pacific-padel-agm-proxy-brief.md Pacific Padel Ltd AGM/proxy decision brief for Elmar Source MC ticket: MC-4369 Prepared by Iris kanban worker on 2026-06-06 SAST Scope: prep only. I did not complete/submit the proxy, send any message, or mark MC-4369 done. Documents inspected - 1. Notice of AGM 2026 Pacific Padel Ltd.pdf: readable - 2. Proxy Form for Pacific Padel AGM.pdf: readable - 3. Pacific Padel Financial Statements 31 March 2025.pdf: readable - 4. Pacific Padel Financial Statements 31 March 2026.pdf: readable Meeting and proxy timing - AGM: Thursday 11 June 2026, 17:00 NZT, virtual Microsoft Teams. - This is Thursday 11 June 2026, 07:00 SAST / 05:00 UTC. - Proxy deadline: Monday 8 June 2026, 12:00 NZT. - This is Monday 8 June 2026, 02:00 SAST / 00:00 UTC. - Proxy return instructions: - Notice: send to Arnold Goldstone at arnold@pacificpadel.com, cc nicky@pacificpadel.com. - Proxy form: send to Arnold Goldstone at arnold@thegoldstones.net, cc Nicky@pacificpadel.com. - The two Arnold email addresses differ; safest question is which one they want used, or send to both if Elmar later approves submission. - Proxy form defaults: if boxes are not marked, proxy may vote as they see fit. Abstain is not a vote and is excluded from the required majority calculation. Resolutions Elmar must decide on 1. Opt out of GAAP-compliant accounts for year ending 31 March 2027 and accept Special Purpose Financial Statements (SPFR). - Threshold noted: at least 95% of shareholders attending and entitled to vote must vote in favour. - Practical effect: lower-cost/simpler reporting, but no GAAP accounts. This is especially relevant because the statements are compiled only and not audited/reviewed. 2. Approve annual financial statements for year ended 31 March 2025. 3. Approve annual financial statements for year ended 31 March 2026. 4. Appoint Mark Williams as non-executive director and chair. - Incoming background: CFO/MD Professional Services at Colliers NZ; prior CEO Nourish Group; finance/hospitality/property/consumer-sector experience. 5. Appoint Andrew Roberts as non-executive director. - Incoming background: former CEO Star Hospitality Group; Joylab Operations Director; governance roles with Blues Rugby, Auckland Rugby Union, Eden Park Trust. - Notice says Mark and Andy have agreed to purchase Matt Karpinski’s shares once appointed, giving them “skin in the game”. 6. Amend constitution clauses 10.5 and 10.7 to shorten shareholder pre-emptive rights period from two months to 14 days. - Threshold noted: 75% special resolution. - Practical effect: makes share transfers quicker; reduces minority shareholders’ time to assess/pre-empt transfer offers. Key financial changes: FY2025 to FY2026 - Revenue/growth: - Trading income grew from NZ$191,480 to NZ$520,472 (+NZ$328,992 / +171.8%). - Courts rental income is now the core revenue line at NZ$416,081 vs NZ$698 in FY2025; padel court sale income fell from NZ$143,395 to NZ$3,003, indicating the business mix shifted from court sales toward club operation. - Gross profit improved from NZ$54,899 to NZ$485,563. - Costs/losses: - Total expenses increased from NZ$851,672 to NZ$1,012,189 (+18.8%). - EBITDA improved but remained negative: NZ$(523,011) in FY2026 vs NZ$(804,698) in FY2025. - Depreciation jumped from NZ$19,355 to NZ$643,592, largely from Investment Boost treatment/expanded PPE; reported net loss worsened from NZ$(807,517) to NZ$(1,169,738). - Taxable losses carried forward/accumulated position: taxable loss shown at NZ$(2,229,037) for FY2026. - Balance sheet/cash: - Cash fell from NZ$285,183 to NZ$114,121 (-60%). - Current assets fell from NZ$442,181 to NZ$243,346. - Property, plant and equipment rose from NZ$1.705m to NZ$3.439m (+101.7%), reflecting expansion/capital build-out. - Total assets rose from NZ$2.171m to NZ$3.706m. - Current liabilities rose from NZ$160,152 to NZ$429,073, including shareholder loans of NZ$254,274. - Equity/net assets rose from NZ$2.011m to NZ$3.277m, funded by new share capital despite accumulated losses. - Cash flow: - Operating cash burn improved but stayed negative: NZ$(409,842) in FY2026 vs NZ$(822,418) in FY2025. - Investing cash outflow for PPE was NZ$(2,449,368) in FY2026 vs NZ$(1,102,055) in FY2025. - Financing inflows were NZ$2,686,000: NZ$2,436,000 share issue proceeds plus NZ$250,000 borrowings. - Capital/shareholder changes: - Shares increased from 12,702 to 20,411 (+60.7%). - Share capital increased by NZ$2.436m in FY2026. - Julian Brown holds 1,276 fully vested options to subscribe for 1 share each at NZ$0.25, exercisable/expiring subject to a liquidity event. Risks/questions to raise before voting/appointing proxy 1. No audit/review assurance: both statements are compilation-only; Lock & Partners expressly performed no verification/validation and gives no assurance. The accountant is not independent because Karl Moreton is a Pacific Padel director and shareholder/director of Lock & Partners. 2. SPFR/GAAP opt-out: approving SPFR may be commercially sensible for cost, but Elmar should be comfortable with less formal reporting given fast expansion, losses, shareholder loans, and related-party/accountant independence context. 3. Cash runway and funding plan: FY2026 closing cash was NZ$114k, operating cash burn was still NZ$410k, and capex was heavy. Ask what cash runway, FY2027 capex plan, and next funding/dilution expectations are. 4. Shareholder loans: NZ$254k current loans at 15% p.a., drawn Feb 2026, with capitalised interest for first six months and repayment over the following 12 months; notes say company intends to refinance within 12 months. Ask status of refinance and whether more shareholder funding is expected. 5. Leases/location obligations: four land leases; Albany, Merton Road and Wilding Park up to 15 years including renewal rights, Takapuna expiring by 31 Aug 2028. Ask about rent commitments, break rights, and performance by site. 6. Supplier dispute: FY2026 notes disclose a commercial dispute with Select SIP Auckland Ltd / Abtech Building Systems Ltd; company says it does not expect further demands. Ask for current status and exposure if any. 7. Director changes/governance: three non-executive directors resign at AGM (Arnold Goldstone, Karl Moreton, James Every-Palmer). New proposed directors look operationally strong, but Elmar may want confirmation of independence, remuneration, and what governance gaps are being filled. 8. Constitution change: 14-day pre-emption window is materially shorter than two months. It improves transaction speed but gives shareholders less time to organise funds/legal review for a transfer. Elmar should decide if that trade-off is acceptable. 9. Proxy mechanics: if Elmar cannot attend, he must choose a proxy and voting directions. If appointing the chair and not marking directions, the chair can vote at discretion. 10. Document inconsistencies: notice header date is 28 May 2026 but the “By Order of the Board” date says 28 May 2025; proxy instructions contain a different Arnold email address from the AGM notice. Suggested decision frame for Elmar - If he is comfortable with cost-saving SPFR and the financial statements as management-compiled/no-assurance documents: vote FOR resolutions 1-3. - If he wants formal assurance/GAAP because of the scale of losses, capex, shareholder loans and related-party/accountant independence: consider AGAINST or ABSTAIN on resolution 1 and ask for audit/review/GAAP path; consider whether to withhold approval on 2025/2026 accounts pending answers. - Director appointments (4-5): likely strategically useful given hospitality/sport/property/finance backgrounds, but ask for independence/remuneration and post-resignation governance structure if concerned. - Constitution amendment (6): vote FOR only if comfortable sacrificing a longer shareholder pre-emption window for faster transfer execution. - If unable to attend: appoint a proxy and give explicit voting directions; do not leave boxes blank unless Elmar deliberately wants proxy discretion. What Elmar must decide now 1. Attend the Teams AGM personally, or appoint a proxy. 2. If proxy: who is proxy — chairperson or a named person — and whether to send explicit voting directions. 3. For each of resolutions 1-6: For / Against / Abstain. 4. Whether he wants any questions sent before the proxy deadline or saved for the AGM. 5. Whether to resolve the Arnold email discrepancy before any approved proxy submission.

Controller action (2026-06-06T21:01:56+00:00): routed this document/review prep through Hermes Kanban mc-internal as t_b9604797 assigned to iris. MC remains visibility-only; no MC runtime/pickup/claim/send endpoint was used. Scope: prepare a brief/blocker from the listed attachment(s), append it back here, and take no external action/submission. Final decision/sign-off remains with Elmar.

Controller gate: Kanban prep t_b9604797 completed and Iris filed the Pacific Padel AGM/proxy brief above. I moved this from `in_progress`/`kanban_active` to `waiting` and raised priority to high because the proxy deadline is Monday 2026-06-08 02:00 SAST. CTA: decide whether to attend the AGM or return the proxy, and choose votes on SPFR/no-GAAP accounts, FY2025/FY2026 statements, Mark Williams/Andrew Roberts appointments, and the 2-month-to-14-day pre-emptive-rights amendment. No proxy was submitted.

Marked done from board — handled externally (was waiting).