EBOS Group Limited/Announcement
EBOS Group Limited logo

EBOS announces a ~NZ$150 million equity raising

Capital Raise29 April 2019EBOHealthcare

EBOS Group Limited. NZBN 9429031998840
Level 7, 737 Bourke Street, Docklands, Victoria 3008, Australia. PO Box 7300, Melbourne, Victoria 3004, Australia.

Phone: +61 3 9918 5555, Fax: +61 3 9918 5599.

www.ebos.co.nz

Not for release or distribution in the United States

30 April 2019

NZX/ASX Code: EBO


EBOS announces a ~NZ$150 million equity raising to

provide further capacity for growth


EBOS Group Limited ("EBOS") is pleased to announce that it is conducting a fully underwritten,

approximately NZ$150 million Placement (the "Placement") to provide further capacity for

growth. Proceeds from the Placement will initially be used to pay down bank debt and reduce

gearing, before being used for strategic acquisitions, organic growth initiatives and general

corporate purposes as they arise.

Strategic rationale and use of proceeds

EBOS continues to focus on delivering shareholder value through disciplined investments in a

diverse portfolio of health and animal care related activities. Over the last 12 months, EBOS

has generated significant business momentum, including:

 Executing an agreement with Chemist Warehouse Group (CWG) for the exclusive

wholesale distribution of pharmaceutical products to more than 450 CWG stores

throughout Australia

 Moving to 100% ownership of the Terry White Group

 Expanding our presence in the Australian medical and surgical supplies wholesale

market with the acquisition of Warner & Webster

 Completing the smaller strategic acquisitions of Therapon and Quitnits

EBOS continues to believe that these initiatives will deliver a strong return on capital

employed (ROCE) for all shareholders.

Following the Placement, EBOS' pro-forma Net Debt / EBITDA as at 31 December, 2018, will

decrease to approximately 1.60x (from 2.16x).

1


With a reduced level of gearing following the Placement, EBOS will have greater flexibility to

pursue strategic acquisitions and organic growth initiatives.



1

Proforma Net Debt : EBITDA ratio is calculated as the net debt at period end to the last 12 months EBITDA, adjusting for pre-

acquisition earnings of acquisitions for the period and excluding one-off items


2

EBOS track record of acquisitions

EBOS has a long history of successfully acquiring high quality businesses which have delivered

attractive levels of growth, such as Black Hawk, Red Seal and HPS. EBOS has completed 20

deals since 2000 and has invested over A$600 million in acquisitions and capital expenditure

since FY14.

EBOS Chief Executive Officer, John Cullity, said that EBOS currently has an attractive pipeline

of potential acquisitions.

"Our diversified platform and track record of delivering accretive acquisitions to our

shareholders has made acquisitions core to EBOS' growth strategy. EBOS is assessing several

acquisition targets within our core segments that will add greater diversification to the Group

and provide synergies through the use of EBOS' existing network and capabilities."

In assessing these potential acquisitions, EBOS will continue to apply the same financial

discipline that it has done with prior successful acquisitions, targeting a ROCE in excess of 15%.

Placement overview

The Placement will comprise the issue of approximately 7.7 million new ordinary shares at an

issue price of NZ$19.70 per share to institutional investors in Australia, New Zealand and

selected jurisdictions

2

to raise approximately NZ$150 million.

The issue price of NZ$19.70 per share represents an 8.0% discount to the closing price on NZX

of NZ$21.42 on Monday 29 April, 2019. The Placement is fully underwritten by UBS New

Zealand Limited, who is acting as Sole Lead Manager and Underwriter for the Placement. The

new EBOS shares to be issued under the Placement will rank equally with existing EBOS shares.

Timetable

Key dates in relation to the Placement are as follows:







2

The investor presentation released to the NZX and ASX today includes the list of offer jurisdictions

Event Date

Trading halt on NZX and ASX 30 April 2019

Placement completion announcement lodged with NZX /

ASX and EBOS recommences trading on NZX and ASX

1 May 2019

ASX Settlement 3 May 2019

NZX Settlement 6 May 2019

Allotment and trading of Placement Shares 6 May 2019


3

Further details


Further details of the Placement are set out in the Investor Presentation lodged with the NZX

and ASX today. The Investor Presentation contains important information including key risks

and international offer restrictions with respect to the Placement.



For further information, please contact:

Media:

New Zealand

Geoff Senescall, Senescall Akers

+64 21 481 234

Investor Relations:

Mark Connell

Investor Relations Manager, EBOS Group Ltd

+61 402 995 519

Australia

James Aanensen, PRX

+61 410 518 590


About EBOS Group

EBOS Group Limited is the largest and most diversified Australasian marketer, wholesaler and

distributor of healthcare, medical and pharmaceutical products. It is also a leading marketer

and distributor of recognised consumer products and animal care brands.

Important Notice

Nothing contained in this announcement constitutes investment, legal, tax or other advice.

You should make your own assessment and take independent professional advice in relation

to the information and any action on the basis of the information.

Not for distribution or release in the United States

This announcement may not be released to US wire services or distributed in the United

States.

This announcement does not constitute an offer to sell, or the solicitation of an offer to buy,

any securities in the United States or any other jurisdiction in which such an offer would be

illegal. The new shares of EBOS have not been, and will not be, registered under the U.S.

Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any

state or other jurisdiction of the United States. Accordingly, the new shares may not be

offered or sold, directly or indirectly, to persons in the United States except in a transaction

exempt from, or not subject to, the registration requirements of the U.S. Securities Act and

applicable securities laws of any state or other jurisdiction of the United States.

---

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
EQUITY CAPITAL

RAISING

30 April 2019

NOT FOR RELEASE TO US WIRE SERVICES OR

DISTRIBUTION IN THE UNITED STATES

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
2

IMPORTANT NOTICE AND DISCLAIMER

The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or

any information contained in this Presentation. By accepting this presentation you represent and warrant that you are entitled to receive the Presentation in accordance with the above restrictions and

agree to be bound by the limitations contained herein.

This Presentation has been prepared by EBOS Group Limited (EBOS orthe Company). This Presentation has been prepared in relation to an equity raising by EBOS comprising a placement of new fully-paid

ordinary shares in EBOS (New Shares) to institutional investors (the Placement).

Summary information

This Presentation contains summary information about EBOS and its activities which is current only as at the date of this Presentation. The information in this Presentation is of a general nature and does

not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in EBOS or that would be required to be included in a

prospectus or product disclosure statement prepared in accordance with the requirements of the New Zealand Financial Markets Conduct Act 2013 or the Australian Corporations Act 2001.

EBOS's historical information in this Presentation is, or is based upon, information that has been released to the NZX Main Board operated by NZX Limited (NZX) and the Australian Securities Exchange

(ASX). This Presentation should be read in conjunction with EBOS's other periodic and continuous disclosure announcements lodged with theNZX and ASX, which are available at www.nzx.comand

www.asx.com.au.

Not an offer

This Presentation is not a prospectus, product disclosure statement or other offering document under New Zealand, Australian law (and will not be lodged with the New Zealand Companies Office or the

Australian Securities and Investments Commission (ASIC)) or any other law. This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale

in any jurisdiction.

The release, publication or distribution of this Presentation (including an electronic copy) outside New Zealand or Australiamay be restricted by law. If you come into possession of this Presentation, you

should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws. Refer to the 'International

offer restrictions' section in the Appendix of this Presentation for more information.

Not for release to US wire services or distribution in the United States of America

This Presentation may not be released or distributed in the United States.

This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal. The New

Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the U.S Securities Act) or the securities laws of any state or other jurisdiction of the United States.

Accordingly, the new shares may not be offered or sold, directly or indirectly, to persons in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S.

Securities Act and applicable securities laws of any state or other jurisdiction of the United States.

Not investment advice

This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation by EBOS or its advisers to acquire New Shares and does not and

will not form any part of any contract for the acquisition of New Shares. Each recipient of this Presentation should make itsown enquiries and investigations regarding all information in this Presentation

including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of EBOS and theimpact that different future outcomes may have on EBOS.

This Presentation has been prepared without taking account of any person’s individual investment objectives, financial situationor particular needs. Before making an investment decision, prospective

investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate

to their jurisdiction. EBOS is not licensed to provide financial product advice in respect of EBOS shares.

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3

IMPORTANT NOTICE AND DISCLAIMER

Future performance

Certain statements made in this Presentation are forward-looking statements. These forward-looking statements are not historical facts but rather are based on EBOS' current expectations, estimates and

projections about the industry in which it operates, and beliefs and assumptions. Forward looking statements can generally beidentified by the use of forward looking words such as “anticipate“,

“believe“, “expect“, “project“, “forecast“, “estimate“, “likely“, “intend“, “should“, “will“, “could“, “may“, “target“, “plan“ and other similar expressions within the meaning of securities laws of applicable

jurisdictions, and include statements regarding outcome and effects of the equity raising. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are

also forward looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors,some of which are beyond the

EBOS' control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. EBOS cautions shareholders and prospective

shareholders not to place undue reliance on these forward-looking statements, which reflect EBOS's views only as of the date of this release. There can be no assurance that actual outcomes will not differ

materially from these forward-looking statements.

The forward-looking statements made in this release relate only to events as of the date on which the statements are made. EBOS will not undertake any obligation to release publicly any revisions or

updates to these forward looking statements to reflect events, circumstances or unanticipated events occurring after the dateofthis release except as required by law or by any appropriate regulatory

authority.

Investment risk

An investment in EBOS shares is subject to known and unknown risks, some of which are beyond the control of EBOS. EBOS does not guarantee any particular rate of return or the performance of EBOS.

Investors should have regard to the risk factors outlined in this Presentation, including the 'Key Risks' in the Appendix when making their investment decision.

Financial data

All currency amounts are in Australian dollars unless stated otherwise.

Investors should be aware that certain financial measures included in this presentation are ‘non-GAAP financial information’ under the Financial Market Authority's guidance note and ‘non-IFRS financial

information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ published by ASIC and also 'non-GAAP financial measures' within the meaning of Regulation G under the U.S.

Securities Exchange Act of 1934, as amended, and are not recognised under NZIFRS and IFRS. The non-IFRS financial information/non-GAAP financial measures include EBITDA, ROCE, Net Debt and

Shareholder return. EBOS believes the non-IFRS financial information/non-GAAP financial measures provide useful information to users in measuring the financial performance and condition of EBOS. The

non-IFRS financial information/non-GAAP financial measures do not have a standardised meaning prescribed by NZIFRS and IFRS. Therefore, the non-IFRS financial information is not a measure of financial

performance, liquidity or value under the IFRS and may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial

measures determined in accordance with NZIFRS or IFRS. Investors are cautioned, therefore, not to place undue reliance on anynon-IFRS financial information/non-GAAP financial measures included in

this Presentation.

Effect of rounding

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject tothe effect of rounding. Accordingly, the actual calculation of these figures may

differ from the figures set out in this Presentation.

Past performance

Investors should note that past performance, including past share price performance of EBOS and pro forma historical informationin this Presentation, is given for illustrative purposes only and cannot be

relied upon as an indicator of (and provides no guidance as to) future EBOS performance including future share price performance. The pro forma historical information is not represented as being

indicative of EBOS's views on its future financial condition and/or performance.

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IMPORTANT NOTICE AND DISCLAIMER

Disclaimer

None of the underwriter, nor its or EBOS‘ respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employeesand agents have authorised, permitted or

caused the issue, submission, dispatch or provision of this Presentation and, for the avoidance of doubt, and except to the extent referred to in this Presentation, none of them makes or purports to make

any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them.

To the maximum extent permitted by law, EBOS, the underwriter and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim

all liability, including without limitation for negligence or for any expenses, losses, damages or costs incurred by you as aresult of your participation in or failure to participate in the Placement and the

information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise.

To the maximum extent permitted by law, EBOS, the underwriter and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no

representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in thisPresentation and, with regards to the underwriter, its advisers, affiliates,

related bodies corporate, directors, officers, partners, employees and agents take no responsibility for any part of this Presentation or the Placement.

The underwriter and its advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents makeno recommendations as to whether you or your related parties should

participate in the Placement nor do they make any representations or warranties to you concerning the Placement, and you represent, warrant and agree that you have not relied on any statements made

by the underwriter, or any of its advisers, affiliates, related bodies corporate, directors, officers, partners, employees oragents in relation to the Placement and you further expressly disclaim that you are

in a fiduciary relationship with any of them.

Statements made in this Presentation are made only asat the date of this Presentation. The information in this Presentation remains subject to change without notice.

EBOS reserves the right to withdraw, or vary the timetable for, the Placement without notice.

Acceptance

By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation, you acknowledge and agree to the terms set out in this 'Important Notice and Disclaimer'.

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About EBOS

EBOS Group Limited (“EBOS”) is the largest and most diversified Australasian marketer, wholesaler and distributor

of healthcare, medical and pharmaceutical products

EBOS is also a leading marketer and distributor of recognised consumer products and animal care brands

FY18& 1H

FY19 results &

strategic recap

EBOS generated FY2018 Revenue of A$7.0 billion, FY2018 EBITDAof A$250.1 million and 1H FY2019 Underlying

EBITDA of A$131.4 million, up 4.0% on the prior corresponding period

Following 1H FY2019 investments of A$92.5 million which included the acquisitions of Warner & Webster,

Therapon, Quitnitsand the minority shares in Terry White Group, EBOS’ gearing modestly increased to 2.16x at 31

December 2018. EBOS also expects an inventory build of approximately A$100 million (in relation to servicing the

Chemist Warehouse Group contract) in Q4FY19, before wholesale operations commence 1 July 2019

EBOS currently has a range of organic growth opportunities and is also actively considering a number of potential

strategic acquisition opportunities

FY19 Outlook

EBOSconfirms FY19 guidance of underlying earnings growth in FY19 with further growth forecast into FY20 as we

commence servicing Chemist Warehouse contract volumes

Equityraising

EBOS plans to raise approximately NZ$150 millionvia a fully underwritten placement at a price of NZ$19.70 per

share (“Placement”)

Funds raised will initially pay down bank debt and reduce gearing before being used for strategic acquisitions,

organic growth initiatives and general corporate purposes

EBOS is assessing several acquisition targets and organic growth opportunitieswithin its core markets that will add

greater diversification to the Group and provide synergies through the use of EBOS' existing network and

capabilities.EBOS will continue to apply the same financial discipline that it is has done with prior successful

acquisitions, targeting a ROCE in excess of 15%

EBOS’ ProformaNet Debt : EBITDA¹(31 December 2018) will decrease to ~1.60x following the Placement, prior to

the estimated A$100 million inventory build in relation to the Chemist Warehouse Group contract

EBOS will continue to target a long term Net Debt / EBITDA range of 1.7x –2.3x

~NZ$150 MILLION EQUITY RAISING

(1)ProformaNet Debt : EBITDA ratio is calculated as the net debt at period end to the last 12 months EBITDA, adjusting for pre acquisition earnings of acquisitions

for the period and excluding one-off items.

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All currency amounts are in Australian dollars unless stated otherwise

(1)Calculated as total shareholder return from 1 January 2015 to 31 December 2018 assuming dividends are reinvested

$137.3 million

FY18 NPAT

52

locations in Australia and

New Zealand

market capitalisation

(NZX and ASX dual listed)

NZ$3.3 billion

FY18 Revenue

Australia 79%, NZ 21%

$7.0 billion

FY18 EBITDA

$250.1 million

employees

3,300+

23.8% annualised

Shareholder return

1

83% Healthcare

17% Animal Care

last 4 calendar years

FY18 EBITDA Split

BUSINESS SNAPSHOT

EBOS Group is the largest and most diversified Australasian marketer, wholesaler and

distributor of healthcare, medical and pharmaceutical products. It is also a leading

marketer and distributor of recognised consumer products and animal care brands

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GROUP OVERVIEW

ANIMAL CARE

HEALTHCARE

COMMUNITY

PHARMACY

INSTITUTIONAL

HEALTHCARE

CONTRACT

LOGISTICS

CONSUMER

PRODUCTS

RETAIL

PRODUCT &

BRANDS

VET

WHOLESALE

Diversification within Healthcare & Animal Care is a key signature of our approach

Wholesale

Retail

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Chief Executive

Officer

John Cullity

CEO, Symbion

Brett Barons

CEO Animal Care &

Consumer Brands

Sean Duggan

Chief Financial

Officer

Shaun Hughes

Chief Information

Officer

Andrea Bell

General Counsel

Janelle Cain

Group Human

Resources Officer

Tim Goldenberg

Executive General

Manager, Strategy

David Lewis

EBOS EXECUTIVE LEADERSHIP TEAM

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LEADING MARKET POSITIONS

Combined pharmacy and

hospital pharmaceutical

wholesaler in Australia and

New Zealand

Pharmacy wholesaler in

New Zealand

To be the #1 Community

Pharmaceutical wholesaler

in Australia from July 2019

following the

commencement of trading

with the Chemist

Warehouse Group

No.1

Hospital pharmaceutical

wholesaler in Australia and

New Zealand

3PL/4PL Pharmaceutical

provider in New Zealand.

Full range of services in

Australia

Comprehensive

distribution network in the

animal care market, with

pet brands, speciality retail

outlets in NZ, and a leading

veterinary wholesaler

EBOS has leading market positions across the Group in particular in hospital pharmaceutical

wholesale and community pharmaceutical wholesale in both Australia and New Zealand

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12.9%

14.6%

16.7%

17.1%

16.3%

16.1%

FY14FY15FY16FY17FY18H1 FY19

Return on capital employed ³

158.9

182.3

207.7

228.2

250.1

FY14

FY15

FY16

FY17

FY18

5 Year Underlying EBITDA

A$m

56.9

65.6

77.4

86.3

90.4

FY14

FY15

FY16

FY17

FY18

5 Year Underlying Earnings Per Share (EPS)

cents per share

EBOS’ FINANCIAL PERFORMANCE

EBOS has delivered significant value to shareholders with a strong return on capital employed

and consistent growth in EBITDA, earnings per share and dividends per share

5 Year

CAGR

+12.0%

5 Year

CAGR

+12.2%

(1)Underlying EBITDA is earnings before interest, tax, depreciation, amortisation and before one-off items.

(2)Underlying EPS is calculated as net profit after tax excluding one-off items, divided by the weighted average number of shares on issue during the period in

accordance with IAS 33 ‘Earnings per share’

(3)Measured as underlying earnings before interest, tax and amortisation of finite life intangibles for 12 months divided by closing capital employed (including a pro-rata

adjustment for entities acquired and excluding amounts for significant capital projects yet to complete and strategic investments)

1

2

20.5

22.0

26.0

30.0

33.0

34.5

20.5

25.0

32.5

33.0

35.5

FY14FY15FY16FY17FY18FY19

NZ$ cents per share

5 Year Dividends per share (DPS)

NZ$ cents per share

H1H2

5 Year

CAGR

+13.7%

A$

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HISTORICAL FINANCIALS

(1)Includes corporate costs

(2)FY17 EBITDA is presented on an underlying basis and excludes $6.7m in transaction costs incurred on acquisitions

(3)Ungeared cash flow from operating activities before capexexcludes net interest and tax paid

Healthcare

CAGR: +11.8%

Animal Care

CAGR: +14.4%

Group CAGR:

+12.0%

EBOS has delivered consistently strong cash flows and earnings growth

FY14FY15FY16FY17FY18

UngearedCash flow from

Operating activities before

interest, tax and capex(A$m)³

154.8193.2275.1216.0243.1

UngearedCash flow from

Operating activities before

interest, tax capex/ EBITDA (%)

97.4%105.9%132.5%94.7%97.2%

138.6

157.6

179.6

197.3

216.6

26.7

34.6

39.0

42.2

45.7

158.9

182.3

207.7

228.2

250.1

FY14FY15FY16FY17²FY18

EBITDA

(

A$m

)

HealthcareAnimal CareGroup¹

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30.9

13.7

11.5

35.5

58.0

16.9

3.2

65.7

81.1

192.4

30.9

92.5

FY13FY14FY15FY16FY17FY181H19

Capital expenditureAcquisitions and investments

EBOS’ TRACK RECORD

EBOS has a proven track record of successfully completing strategic acquisitions and accretive

capital works programs having deployedover A$600m since FY14

Investments made (A$m)

Over A$600m invested since FY14

2

(1)EBOS currently has a 25.77% interest in Good Price Pharmacy Warehouse

(2)Terry White Group investment in FY17 relates to the initial majority investment in Terry White Group

(3)EBOS currently has a 13.6% interest in MedAdvisor

(4)Terry White Group investment in H1FY19 relates to the acquisition of the minority interests completed in December 2018

4

1

3

$1.0bn

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EBOS STRATEGIC APPROACH

Investing for Growth

Our Healthcare and Animal Care strategic focus is centred on

We focus on delivering profitable growth and superior returns

Leading Market

Positions

Disciplined Capital

Management

Two types of investments:

Acquisitions:we have a

successful track record of deal

execution (EBOS has

completed 20 deals since

2000)

Internal Capex:investment to

lift productivity, manage costs

and deliver better customer

service

Cash generation to drive

scope for further

investment which allows

for dividends to be paid in

the range of 60-70% of

Net Profit After Tax

Acquisitions and new

business focus on

supporting the Group’s

long term return on

capital employed

We aim to have positions of

scale in the markets we

operate in and maximise

opportunities across our wide

range of businesses wherever

possible

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INVESTING FOR GROWTH: CAPEX

2015

New Keysborough (VIC)

Distribution Centre

11,500 sqm

2015

New Onelink Australia

Distribution Centre (NSW)

13,000 sqm

Oct-18

New Brisbane

Distribution Centre

10,000 sqm

Jul-18

New Sydney Contract

Logistics Distribution

Centre. 25,000 sqm

Advanced automation

technology is a key

feature across a number

of our facilities

Over the past five years, EBOS has invested ~A$160m, principally in its Healthcare distribution

infrastructure to increase the Group’s capacity, reduce its cost to serve and improve productivity

Further productivity and cost improvements are expected from the new Brisbane warehouse consistent with our

investment in automation at the Sydney and Melbourne wholesale sites. Volume increases from 1 July 2019 are expected to

further improve the Group’s national productivity

EBOS’ major Healthcare capital

expenditure program is largely

complete

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•Established capabilities to evaluate and execute M&A opportunities for long-term growth, targeting EPS/ROCE

accretive acquisitions

•Encourage new business initiatives and leverage existing assets

Case studies

INVESTING FOR GROWTH: ACQUISITIONS

EBOS has a long history of successfully acquiring high quality businesses which have delivered

attractive levels of growth

Acquisition of HPSfor A$154m (Jun-17).

Leading provider of outsourced

pharmacy services to Australian Private

Hospitals

Demonstrates EBOS’ ability to move into

markets adjacent to its Healthcare

wholesaling business

Acquisition of BlackHawk for A$57m

(Oct-14). Premium pet food business

sold through pet specialty stores in

Australia and NZ

Under EBOS ownership BlackHawkhas

become one of Australia’s most loved

premium pet food brands with a

leading position in the pet specialty

retail channel

Acquisition of Red Seal for NZ$80m (Nov-

15). New Zealand natural health products

business

Since acquisition, Red Seal has delivered

high single digit sales growth with strong

New Zealand supermarket market share

and expanding in Asian markets

(1)Data based on IRI scanned sales market share data Mar-19

FY14FY15FY16FY17FY18

23%

55%

48%

23%

BlackHawkSales

Red Seal's NZ Grocery Market share ¹

CategoryRed SealOthers

Vitamins22%78%

Specialty Teas32%68%

Natural Toothpaste79%21%

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USE OF PROCEEDS

The proceeds from the placement will initially pay down bank debt and reduce gearing,

before being used for strategic acquisitions, organic growth initiatives and general corporate

purposes as they arise

Organic growth initiativesStrategic acquisition opportunities

There are a wide range of organic growth

opportunities within the Group, including somethat

mayrequire investment of capital, as we:

Invest and drive continued growth in the existing

portfolio ofHealthcare and Animal Care

businesses

Fund the development of our existing brands into

new growth markets (e.g. Asia)

EBOS’ potential acquisition pipeline is strong with

the group actively considering a number of bolt-on

M&A opportunities across both our Healthcare and

Animal Care segments, which include:

Opportunities to acquire Healthcare consumer

brands to take advantage of our existing

infrastructure

Opportunities in the medical devices and

consumables sectors

Pharmacy segment expansion opportunities

across Australia and New Zealand

Opportunities for expansion in the Animal Care

sector

1

2

3

4

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EQUITY RAISING OVERVIEW

Placement

Approximately NZ$150millionPlacement ofapproximately 7.7 millionnew ordinary

shares (“New Shares”)

Placement is to be underwritten ata fixed price of NZ$19.70 per New Share,

representing an8.0%discount to the closing price on the NZX of NZ$21.42 on

Monday 29

th

April 2019

Ranking

AllNew Shares issued will rank equally with existing EBOS shares

Risks

Investors are encouraged to review the risk factors in the Appendix to this

presentation

Leadmanager and

Underwriter

UBS New Zealand Limited

The Placement is being offered under clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013 (NZ) and section s 708 and708A of the

Corporations Act 2001 (Australia)

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
18

TIMETABLE

EventDate

Trading halt on NZX and ASXTuesday 30

th

April 2019

Placement announcementTuesday 30

th

April 2019

Placement completionannouncement lodged with NZX / ASX and

EBOS recommences trading on NZX and ASX

Wednesday 1

st

May 2019

ASX SettlementFriday 3

rd

May 2019

NZX SettlementMonday6

th

May 2019

Allotment and trading of Placement SharesMonday6

th

May 2019

The timetable (and each reference in this presentation to a date specified in the timetable) is indicative only and EBOS may,atits discretion, vary any of the above

dates by lodging a revised timetable with the NZX/ASX

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Key Risks &

International Offer Restrictions

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
20

KEY RISKS

RiskDescription

Product liability

exposure

EBOS may, from time to time, experience product defects or other claims relating to its products or services. Defects in products that EBOS markets, sells or

distributes could be difficult or costly to correct, cause significant customer relations and business reputation problems, harmEBOS' financial results and

result in damage to or claims by its customers. Any such claim could also result in increased challenges in obtaining insurance on comparatively reasonable

terms.

Currency riskEBOS' operations are primarily in New Zealand and Australia. Foreign exchange risk arises when future commercial transactionsand recognised assets and

liabilities are denominated in a currency that is not the primary currency for EBOS' operations. EBOS makes purchases in foreigncurrencies such as the US

dollar and the Euro and is therefore exposed to foreign exchange risk arising from movements in exchange rates.

To manage the currency risk in respect of both revenue and expenses, EBOS may hedge a percentage of its net foreign currency exposures using forward

foreign exchange contracts and/or foreign exchange options to reduce the variability from any changes in EBOS' net operating income and cash flows to

acceptable parameters. Such hedging does not, however, guarantee a more favourable outcome than that achieved by not hedging.

CompetitionEBOS operates in a highly competitive environment. This competitive environment can be significantly affected by local market forces, generalcompetitive

dynamics, new market entrants, changes in economic conditions and product demand. Contracts with pharmacy wholesale customers tend to be for periods

of between 2 to 5 years.For this reason at any point in time EBOS is engaged in customer negotiations and tender processes. Any increased competition from

new and existing competitors can impact on EBOS' ability to generate sales, lead to a loss of market share, and cause a decline in profitability. Such changes to

the competitive environment in which EBOS operates may have an adverse impact on EBOS' financial position, performance and prospects.

Counterparty risk There is a risk that counterparties (including customers) may fail to meet their contractual obligations resulting in loss toEBOS and impacting on EBOS'

business relationships and operations. EBOS cannot guarantee that its counterparties will fulfil these obligations or that EBOS will successfully manage

counterparty risk (including credit risk). The failure of customers to meet their obligations to EBOS may adversely impact on EBOS' revenue and the financial

position, performance and prospects of EBOS.

Reliance on key

suppliers

EBOS' ability to supply products to its customers is highly dependent on securing products from third party suppliers. The business of EBOS would be

materially impacted if any of those suppliers were unwilling or unable to provide products as contracted or made a decision to supply products on

unfavourable terms. If suppliers failed to supply the products, terminated the contracts connected with the supply of products (or allowed them to expire

without renewing them) or changed terms to be less favourable than those currently offered, and EBOS was unable to arrange for the supply of replacement

products from another supplier on terms acceptable to EBOS or at all, this change may materially impact the financial position, performance and prospects of

EBOS.

Impairment riskEBOS carries significant goodwill and indefinite life intangible assets on its balance sheet. Accounting policies require that these assets be regularly tested for

impairment and that the underlying assumptions supporting their carrying value be confirmed. There is a risk that the carrying balances for goodwill and/or

intangibles may become impaired in the future, which would have an adverse impact on the financial position, performance and prospects of EBOS.

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
21

KEY RISKS (CONT’D)

RiskDescription

Regulatory risk and

changes in law

EBOS operates in a number of highly regulated industry segments, including in relation to the distribution and supply of pharmaceutical, medical and related

products.

EBOS is exposed to the risk of new government policies, regulations and legislation that may impact on both the pricing of products and, accordingly, EBOS’

profitability. For example, the Australian Government’s reforms to the Pharmaceutical Benefits Scheme (PBS) over many years has had and continues to have

the effect of lowering the prices paid for medicines, thereby lowering the distribution margin earned by the Group.

Additionally, the financial performance of EBOS may be materially affected by changes in government regulations with respect to the pharmacy industry in

New Zealand and Australia, including the Community Service Obligation (CSO). Symbion Pty Ltd (a wholly-owned subsidiary of EBOS)is a signatory to a CSO

deed which governs the arrangements under which Symbion distributes PBS medicines around Australia, in return for access to a pool of funding that

subsidises the distribution of PBS medicines to rural and remote parts of Australia. Any material adverse change in the CSO arrangements could have a

material negative impact on the financial performance of EBOS Group. These changes could include: changes to the basis of the CSO funding (including a

reduction in the overall CSO funding pool or the way in which payments to eligible wholesalers are calculated), changes to the performance criteria, or the

termination or expiry of Symbion’s CSO deed.In addition, Symbion could fail to achieve the performance criteria resulting in restricted or no access to the

CSO funding pool.

More broadly, changes to government policy, law or regulations, or the introduction of new regulatory regimes (for example, in relation to climate change),

may lead to an increase in operational costs, reduce margin and may have a materially adverse effect on the financial position, performance and prospects of

EBOS.

Failure to comply with applicable laws and regulations may result in enforcement actions, including orders issued by regulatory or judicial authorities causing

operations to cease or be curtailed, and may include civil or criminal fines or penalties.

Cyber riskEBOS operates a number of information technology systems. These systems may be subject to internal or external security breaches. A security breach could

result in significant business disruption and cost, misappropriation of funds, loss of intellectual property and disclosure of sensitive business information or

personal data. Other consequences as a result of a security breach could include legal or regulatory liability, loss of businessand reputational damage.

Any damage to EBOS' information technology systems could lead to extended downtime of EBOS' websites or corporate systems. This could adversely affect

EBOS' operations and financial position, performance and prospects.

Privacy riskThe protection of customer, employee, third party and company data is critical to EBOS' operations. The legal and regulatory environment surrounding

information security and privacy is increasingly complex and demanding. Customers, employees and third parties such as suppliersalso have an expectation

that EBOS will adequately protect their personal information. A breach of customer, employee, third party or company data could attract significant media

attention, damage EBOS’ reputation and customer or supplier relationships and ultimately result in lost sales, legal or regulatory liability or litigation. This

could have a material adverse effect on EBOS’ future financial position, performance and prospects.

Supply chain riskDisruptions to EBOS’ supply chain may have a material adverse effect on the productivity and results of EBOS’ operations during the affected period. Any

material damage or disruption to EBOS’ supply chain will impair EBOS’ ability to provide products and services and result in significant disruption to the

business and EBOS’ customers.

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
22

KEY RISKS (CONT’D)

RiskDescription

Future dividends and

franking

No assurance can be given in relation to the payment of future dividends. Future determinations as to the payment of dividends by EBOS will be at the

discretion of the directors and will depend upon the availability of profits, the operating results and financial condition of EBOS, future capital requirements,

covenants in relevant financing agreements, general business and financial conditions and other factors considered relevant by the directors. No assurance

can be given in relation to the level of imputation and/or franking credits attaching to future dividend payments.The level of imputation and/or franking

credits attaching to future dividend payments will largely depend upon the Group’s ability to carry forward the existing balanceof imputation and franking

credits, the amount of tax paid in Australia and New Zealand in the future, and other factors.

Health and safety riskDue to the nature of some of the industries in which EBOS operates, there is a risk of accidents or unsafe operations. Notwithstanding the preventative

measures which EBOS has taken or may take, there can be no assurance that accidents or unsafe operations will not occur and injure EBOS’ own personnel or

third parties. Such events may result in additional costs and fines, and may jeopardise EBOS’ reputation and credibility.

Interest rate riskEBOS is subject to the risk of rising interest rates associated with borrowing on a floating rate basis. EBOS seeks to managepart of its exposure to adverse

fluctuations in floating interest rates through interest rate hedging arrangements, including derivative financial instruments. Such arrangements involve risk,

such as the risk that counterparties may fail to honour their obligations under these arrangements, and that such arrangements may not be effective in

reducing exposure to movements in interest rates. To the extent that EBOS does not hedge effectively (or at all) against movements in interest rates, such

interest rate movements may adversely affect EBOS’ results.

Litigation riskDisputes or litigation may arise from time to time in the course of the business activities of EBOS. There is a risk that anymaterial or costly dispute or

litigation could adversely affect EBOS’ reputation, financial position, performance or prospects.

Insurance riskAlthough EBOS maintains insurance coverage that it believes is appropriate to protect against major operating and other risks, not all risks are insured or

insurable. EBOS cannot be sure that adequate insurance coverage for potential losses and liabilities will be available in the future on commercially reasonable

terms, and may also carry large deductibles and premiums. If EBOS experiences a loss in the future, the proceeds of the applicable insurance policies, if any,

may not be adequate to cover replacement costs, lost revenues, increased expenses or liabilities to third parties. This may havea materially adverse effect on

EBOS’ financial position, performance and prospects.

Taxation risksFuture changes in New Zealand or Australian taxation law, including changes in interpretation or application of the law by the courts or taxation authorities in

New Zealand or Australia, may affect the taxation treatment of an investment in EBOS shares or the holding and disposal of thoseshares. Further, changes in

tax law, or changes in the way tax law is expected to be interpreted, in the jurisdictions in which EBOS operates (in particular, New Zealand and Australia),

may impact the future tax liabilities of EBOS.

Changes to accounting

standards

Changes to accounting standards that apply to EBOS could materially adversely affect the financial position and performance reported in EBOS’ financial

statements.

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
23

INTERNATIONAL OFFER RESTRICTIONS

This presentation does not constitute an offer of shares (New Shares) of EBOS Group Limited (the Company)in any jurisdiction in which it would be unlawful. In particular, this document may not be

distributed to any person, and New Shares may not be offered or sold, in any country outside New Zealand except to the extent permitted below.

Australia

The offer of New Shares in Australia is only being made to “sophisticated investors” or “professional investors” within the meaning of sections 708(8) and 708(11) of the Australian Corporations Act 2001

(Cth) (“Corporations Act”).

This document is not a prospectus, product disclosure statement or any other formal “disclosure document” for the purposes ofthe Corporations Act and is not required to, and does not, contain all the

information which would be required to be in a “disclosure document” under the Corporations Act. This document has not been, and will not be, lodged or registered with the Australian Securities and

Investments Commission.

Prospective investors should not construe anything in this document as legal, business or tax advice nor as financial productadvice for the purposes of Chapter 7 of the Corporations Act.Prospective

investors in Australia should be aware that the offer of New Shares for resale in Australia within 12 months of their issue may, under section 707(3) of the Corporations Act, require disclosure to investors

under Part 6D.2 if none of the exemptions in section 708 of the Corporations Act apply to the re-sale.

Hong Kong

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong, nor has it been

authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong

Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connectionwith it. Accordingly, the New Shares have not been and will not be offered

or sold in Hong Kong other than to "professional investors" (as defined in the SFO and any rules made under that ordinance).

No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in thepossession of any person for the purpose of issue, in Hong Kong or elsewhere

that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permittedto do so under the securities laws of Hong Kong) other than with respect to the

New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors. Noperson allotted New Shares may sell, or offer to sell, such securities in

circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this

document, you should obtain independent professional advice.

Singapore

This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly,

this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the

New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with

exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other

applicable provisions of the SFA.

This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) an "accredited investor" (as defined

in the SFA). In the event that you are not an investor falling within any of the categories set out above, please return thisdocument immediately. You may not forward or circulate this document to any

other person in Singapore.

Any offer is not made to you with a view to New Shares being subsequently offered for sale to any other party. There are on-salerestrictions in Singapore that may be applicable to investors who acquire

New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
24

INTERNATIONAL OFFER RESTRICTIONS (CONT’D)

United Kingdom

Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no prospectus (within the meaning of

section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares.

This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of the FSMA) inthe United Kingdom, and these securities may not be offered or sold in the

United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do notrequire the publication of a prospectus pursuant to section 86(1) of the

FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares has only been communicated

or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of the FSMA does not apply to the Company.

In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment

professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall withinthe categories of persons referred to in Article 49(2)(a) to (d) (high net worth

companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are

available only to, and any offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its

contents.

Norway

This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian SecuritiesTrading Act of 29 June 2007. Accordingly, this document shall not be

deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007.

United States

This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, except "qualified institutional buyers" (as that term is defined in Rule 144A under the

US Securities Act of 1933).

The New Shares have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the

registration requirements of the US Securities Act and applicable US state securities laws.

---

EBOS Group Limited. NZBN 9429031998840
Level 7, 737 Bourke Street, Docklands, Victoria, Australia. PO Box 7300, Melbourne, Victoria 8004, Australia.

Phone: +61 3 9918 5555, Fax: +61 3 9918 5599.

www.ebos.co.nz


Not for release to US wire services or distribution in the United States

30 April 2019

NZX/ ASX Code: EBO


NZX Limited ASX Limited

Level 1, NZX Centre 20 Bridge Street

11 Cable Street Sydney NSW 2000

Wellington


NOTICE PURSUANT TO CLAUSE 20(1)(A) OF SCHEDULE 8 TO THE FINANCIAL

MARKETS CONDUCT REGULATIONS 2014: PLACEMENT


1 EBOS Group Limited (NZX:EBO) (EBOS) has announced that it will undertake a placement of

new fully paid ordinary shares of the same class as already quoted on the NZX Main Board of

NZX Limited and the Australian Securities Exchange operated by ASX Limited (the

Placement).

2 Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct Regulations 2014

(FMC Regulations) and the Financial Markets Conduct Act 2013 (FMC Act), EBOS states that:

2.1 EBOS is making the Placement in reliance upon the exclusion in clause 19 of Schedule

1 to the FMC Act and is giving this notice under clause 20(1)(a) of Schedule 8 to the

FMC Regulations.

2.2 As at the date of this notice, EBOS is in compliance with the continuous disclosure

obligations that apply to it in relation to ordinary shares in EBOS. There is no

information that is "excluded information" as defined in clause 20(5) of Schedule 8 to

the FMC Regulations.

2.3 As at the date of the notice, EBOS is in compliance with its financial reporting

obligations.

2.4 The Placement is not expected to have any material effect or consequence on the

control of EBOS.

3 A separate notice will be given under s 708A(5)(e) of the Corporations Act 2001 (Cth)

following allotment of shares pursuant to the Placement.


Yours faithfully



Janelle Cain

General Counsel

EBOS Group Limited

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.