Good morning, everyone. I'm Tim Crown, Chair of Blackp earl Group. I'd like to welcome shareholders and proxy holders to Blackp earl Group's special meeting of shareholders. The company secretary has confirmed the notice of meeting was sent to all shareholders and entitled persons, and that a quorum is present. I therefore declare the meeting open. I would encourage you to send through your questions as soon as you can. This will allow us to answer these questions at the appropriate time of the meeting. To ask a question, you'll need to submit "Ask a Question" within the online meeting platform. Type in your question and click "Submit." If you encounter any issues, please call 0800-200-220. Joining me today are members of the executive management team, Nick, our CEO, Karen, our CFO, and Sam, our CTO.
We're also joined by Matt Yates from Duncan Cottrell, all our external legal advisors, and Alex Lestey of MUFG Pension and Market Services, our share registrar. Alex will read out any questions as they come in during the meeting. This meeting is being conducted online, and shareholders and proxy holders may attend and vote via the virtual platform. Proxies have been appointed for this meeting in respect of approximately 32,128,681 shares and representing 38.66% of shares on issue. The Chair and any director may act as proxy, and each director intends to vote in favor of the resolution, subject to voting restrictions that apply. I'd like to thank the shareholders for their level of participation in today's meeting. Moving on to today's agenda, it's starting with Chair's remarks and a single resolution, questions from shareholders, voting by poll, followed by close of the meeting.
Voting will be by way of poll via the online platform. Chair remarks. What a year. It's been truly amazing, and I just can't believe the growth of Black Pearl Group. The past few months have been a real turning point for Black Pearl. As of 30th of September, annual recurring revenue reached NZD 19.5 million, up 87% year-on-year and 39% quarter-on-quarter. It was our first quarter with all four growth drivers. Pearl Diver, BBOP, B2B Rocket, and Wholesale operating in parallel, delivering strong broad-based momentum. We acquired and integrated B2B Rocket and launched our ASX dual-listing application, setting the stage for the company's next phase. Blackp earl continues to execute on its strategy and build leadership in marketing and sales, AI for the U.S. small to mid-size business market. As a board, we're very conscious of how we use shareholder capital.
We built a reputation for being careful with dilution, and that discipline remains central to how we operate. It's something we're proud of and something we'll continue to uphold. At the same time, we compete in and win in the U.S. market, where the pace and scale of investments are very different. To stay competitive, we need to keep our options open and ensure the company can move quickly when the right opportunities come along. Today's resolution is simply about maintaining that flexibility. It ensures that we're well-positioned to act if and when it makes sense in a way that protects and supports shareholder value. We're encouraged by the progress the team is making and remain focused on sustainable long-term growth. On behalf of the board, I want to thank our people for their hard work and innovation and all our shareholders for your continued confidence in the company.
Now, on to the resolution and voting restriction. There is one ordinary resolution before shareholders today, as set out in the notice of meeting. Under NZX Rule 6.3.1, any shareholder and their associated persons who acquired shares in the placement on 19th of August, 21st of August, or October 9th, 2025, is prohibited from voting those shares on this resolution. Any discretionary proxies given to persons disqualified from the voting are not valid. Resolution One. Ratification of previous share issue under placement. In accordance with NZX Rule 4.5.1, Subsection C, shareholders ratify the issue of 9,267,979 fully paid ordinary shares of BPG on 19th of August, 21st of August, and 9th of October 2025. These shares were issued under placements. All placement shares were issued at NZD 0.95 per share and ranked equally with existing fully paid ordinary shares.
Ratification replenishes BPG's placement capacity under Rule 4.5.1, restoring the flexibility to issue up to 15% of issued capital in any 12-month period without prior shareholder approval. This enables BPG to move quickly on growth opportunities if appropriate. Failure to pass the resolution would leave BPG with significantly reduced placement capacity until automatic refresh 12 months after the last placement date, limiting any issuance of substance until prior shareholder approval is separately obtained. BPG expects its shares to commence trading on the ASX as a foreign-exempt listing by the end of November. BPG has been engaging with Australian investors ahead of the ASX listing and may capitalize on excessive investor demand if an opportunity arises. Before we move to voting, we'll take questions on the resolutions. Shareholders can use the platform's question feature to submit questions for today's meeting. If you lodged a question with your proxy form or via the MUFG portal ahead of time, it will be aggregated and addressed. Alex, are there any questions?
There are no questions.
We'll give it a second here. Thank you, Alex. We now open the poll on the resolution. Please record your vote for, against, or abstain via the virtual platform. This is an ordinary resolution and will be passed if more than 50% of the votes cast by shareholders entitled to vote and voting are in favor. Voting will remain open until five minutes after the conclusion of the meeting. Results of the vote will be announced via NZX.
We have a question from Paul Fraser. Paul asks, you indicated that you are actively working to prevent dilution, yet with every capital raise, dilution is apparent. Can you please talk to how you expect to look after existing shareholders?
Yeah, I'll jump in and answer that, Tim, if that's all right. In every share raise we've done, we've given existing shareholders the opportunity to contribute, Paul. That's a big part of what we've done along the way. Now, obviously, with private placements coming through, they don't necessarily extend that right to all shareholders. That's a balance that we have to look at all the time because private placement is the most cost-effective, streamlined, easiest way of raising capital. We've recently just gone with a round which has given everyone the ability of participating at what we considered a very good share price, which I think was good for everyone at that point in time. These are the sort of tensions we're straddling all the time. It's making sure we have enough capital. We do give people the right. As frequently and openly as we can to participate, then thus avoid dilution. That is how we think about that.
Any more questions, Alex?
No further questions at this stage.
Thank you. I think that concludes the formal business of today's meeting. On behalf of the board, thank you for your attendance and continued support. I now declare the special meeting.