EBOS Group Limited/Announcement
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EBOS Announces Opening of Retail Offer

Capital Raise15 December 2021EBOHealthcare

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

15 December 2021

NZX / ASX Code: EBO

EBOS ANNOUNCES OPENING OF RETAIL OFFER

EBOS Group Limited (EBOS) is pleased to announce the opening today of its non-underwritten retail

offer to eligible existing shareholders to raise up to NZ$105 million (A$100 million

1

), with the ability

to accept oversubscriptions at EBOS’ discretion (Retail Offer). The Retail Offer is part of EBOS’ equity

raising announced on 9 December 2021, pursuant to which EBOS also undertook a fully

underwritten approximately NZ$674 million / A$642 million

2

placement of new shares (Placement)

to partly fund the acquisition of LifeHealthcare. The completion of the Placement was announced on

10 December 2021.

Under the Retail Offer, each person who was recorded in EBOS’ share register as being a registered

holder of EBOS ordinary shares and having an address in New Zealand or Australia as at 7:00pm

(NZDT) / 5:00pm (AEDT) on the record date of 8 December 2021 (Eligible Shareholders) can

subscribe for up to NZ$50,000 / A$47,500, respectively, of new fully paid ordinary shares free of any

brokerage, commission and transaction costs.

The maximum application size has been selected with the objective of enabling as many Eligible

Shareholders as possible to apply for their pro rata share of the equity raising via the Retail Offer.

New shares to be issued under the Retail Offer will be issued at the lower of the price under the

Placement (NZ$34.50) and the five-day VWAP of EBOS shares up to, and including, close of the Retail

Offer

3

.

New shares to be issued under the Retail Offer will rank equally with existing EBOS ordinary shares

on issue and will be quoted on the NZX and ASX from the date of Retail Offer allotment.

If the Retail Offer is oversubscribed, applications will be scaled on a pro rata basis having regard to

the applicants’ existing shareholdings (or, in the case of an application made by a custodian, the

relevant beneficial owner(s) named in the schedule submitted) at 7:00pm NZDT / 5:00pm AEDT on

Wednesday, 8 December 2021.

A Retail Offer Document (together with an application form for Australian Eligible Shareholders who

have elected to receive postal copies, as required by Australian law), will be sent or made available

to Australian Eligible Shareholders today. An Entitlement Letter will be sent to New Zealand Eligible

Shareholders today via their preferred method of shareholder communications.


1

Assumes an AUD NZD exchange rate of 1.0499 as at 8 December 2021.

2

Assumes an AUD NZD exchange rate of 1.0499 as at 8 December 2021.

3

The A$ price will be determined with reference to the AUD NZD exchange rate as reported by the Reserve Bank of Australia as at 4pm

AEDT on the date of close of the Retail Offer. Further details of the Retail Offer will be contained in the Retail Offer Document, which has

been sent to Eligible Shareholder today. The proposed target Retail Offer size has been included to provide investors with some visibility

on the expected amount to be raised and level of shares to be issued under the Retail Offer (but may be more or less). This target amount

is considered appropriate to provide the opportunity for the vast majority of shareholders to achieve a pro rata allocation (based on the

proposed total size of the capital raising) having regard to an analysis of EBOS’ share register, and precedent participation rates in other

NZX and ASX share purchase plans/retail offers. EBOS may decide to accept applications (in whole or in part) that result in the Retail Offer

raising more than NZ$105 million (A$100 million), in its absolute discretion.




The Retail Offer Document will also be available to all Eligible Shareholders at

www.shareoffer.co.nz/EBOS. Eligible Shareholders are encouraged to visit that website and apply

online before the closing date at 7:00pm (NZDT) / 5:00pm (AEDT) on Monday, 17 January 2022.

Key dates relating to the Retail Offer are set out in the Appendix to this announcement. A copy of

the Retail Offer Document also accompanies this announcement.

This release was authorised for lodgement with NZX and ASX by the Chief Executive Officer.


For further information, please contact:

Investor Relations:


Martin Krauskopf

General Manager, M&A and Investor Relations

EBOS Group

martin.krauskopf@ebosgroup.com


Media:


New Zealand:

Geoff Senescall

Senescall Akers

+64 21 481 234


Australia:

Patrick Rasmussen

PRX

+61 430 159 690


ABOUT EBOS GROUP

EBOS Group Limited NZBN 9429031998840 (NZX/ASX Code: EBO) is the largest and most diversified

Australasian marketer, wholesaler and distributor of healthcare, medical and pharmaceutical

products. It is also a leading Australasian animal care brand owner, product marketer and

distributor.


NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This market release has been prepared for publication in Australia and New Zealand and may not be

released to US wires services or distributed in the United States. This market release does not

constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or

any other jurisdiction. The securities referred to in this release have not been, and will not be,

registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction

of the United States and, as a result, the securities may not be offered, sold or resold, directly or

indirectly, in the United States or to persons acting for the account or benefit of a person in the




United States (to the extent such persons hold EBOS shares and are acting for the account or benefit

of a person in the United States) except in transactions exempt from, or not subject to, the

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

other jurisdiction of the United States.

You must not send copies of this announcement or any other material relating to the Retail Offer to

any person in the United States or elsewhere outside Australia and New Zealand.


APPENDIX - KEY DATES

Description Date

Record date (for identifying shareholders eligible to

participate in the Retail Offer)

7:00pm (NZDT) / 5:00pm (AEDT)

Wednesday, 8 December 2021

Retail Offer opens and Retail Offer Document is dispatched Wednesday, 15 December 2021

Retail Offer closes

7:00pm (NZDT) / 5:00pm (AEDT)

Monday, 17 January 2022

Retail Offer Issue Price announced Tuesday, 18 January 2022

Retail Offer allotment date Monday, 24 January 2022

Commencement of normal trading of new shares issued under

the Retail Offer on NZX Main Board

Monday, 24 January 2022

Commencement of normal trading of new shares issued under

the Retail Offer on ASX

Tuesday, 25 January 2022

Despatch of holding statements Friday, 28 January 2022

1
EBOS Group Limited | Retail Offer | Offer Document

RETAIL OFFER

OFFER DOCUMENT


EBOS Group Limited

15 December 2021


NOT FOR RELEASE TO U.S. WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES


This is an important document. You should read the whole document before deciding

whether to subscribe for Shares in EBOS Group Limited. If you have any doubts as to what

you should do, you should consult your financial, legal, tax and other professional advisors.

2
EBOS Group Limited | Retail Offer | Offer Document

Key Information

Eligibility

You may participate in this retail offer (via a share purchase plan) (Retail Offer) if you are a shareholder

of EBOS Group Limited (EBOS) as at 7:00pm NZDT / 5:00pm AEDT on Wednesday, 8 December 2021

with a registered address in New Zealand or Australia. You may not participate if you are outside New

Zealand or Australia or acting for the account or benefit of a person in the United States. Similarly,

if you hold Shares on behalf of a person who resides outside New Zealand or Australia, you may not

participate in respect of that person.

Transferability

The offer made under this Retail Offer is personal to you. It cannot be transferred to another person.

Equal

participation

Each Eligible Shareholder has the right to apply for the maximum amount of Shares applicable in the

jurisdiction in which that Eligible Shareholder resides on the same terms and conditions as each other

Eligible Shareholder.

Application amount

If you wish to participate in this Retail Offer, you apply for a dollar amount of Shares, not for a certain

number of Shares. Eligible Shareholders can apply for Shares up to a maximum amount of NZ$50,000 /

A$47,500.

Issue Price of

Shares

The Shares will be issued at the lower of the price paid by investors in EBOS’ recent Placement,

being NZ$34.50 per Share, and the five day volume weighted average price of EBOS Shares traded on

the NZX Main Board during the five trading days up to, and including, the Closing Date. If you apply in

A$, see clause 3 of the Terms and Conditions for further details regarding the A$ Price.

How to apply

You are encouraged to and can apply online at: www.shareoffer.co.nz/EBOS. If you received a hard copy

of this Offer Document, Applications can also be made by filling out the application form accompanying

this physical Offer Document and submitting it per the instructions on the application form. You should

read the instructions in the Application carefully.

If you are a Custodian, you also need to complete and return a Custodian Schedule. To determine

whether you are a Custodian, and how to obtain a Custodian Schedule, refer to clause 4 of the Terms

and Conditions. You need to contact the Share Registrar to obtain a copy and instructions.

When to apply

Applications and payment must be received by the Share Registrar by 7:00pm NZDT / 5:00pm AEDT

on Monday, 17 January 2022 to be accepted (unless the Closing Date is extended). See clause 3 of the

Terms and Conditions for more information about applications.

Receiving your

Shares

You will receive your Shares on or about Monday, 24 January 2022, unless the Closing Date is extended.

Retail Offer size and

scaling

EBOS is seeking to raise NZ$105 million (A$100 million) under this Retail Offer, and may accept

oversubscriptions at its discretion. EBOS may scale back the number of Shares to be allotted under this

Retail Offer to each Applicant having regard to the shareholders’ holding of Shares at the Record Date

(see clause 3 of the Terms and Conditions for more information about scaling). The Retail Offer has

been structured to maximise the number of Eligible Shareholders able to apply for at least a pro rata

allocation of Shares, where possible.

Defined words and expressions used in this document are capitalised – see Glossary for their definition.

2

3
EBOS Group Limited | Retail Offer | Offer Document

Contents

Important information 5

Letter from the Chair 7

Questions and answers 9

Terms and conditions 11

Glossary 16

Directory 18

3

4
EBOS Group Limited | Retail Offer | Offer Document

Key dates

*

DateEventSummary

Wednesday,

8 December 2021

Record DateThe date on which Eligible Shareholders are determined.

Wednesday,

15 December 2021

Retail Offer Opening DateRetail Offer opens for Applications.

Monday,

17 January 2022

Retail Offer Closing DateThe Retail Offer closes at 7:00pm NZDT / 5:00pm AEDT, unless

extended. Applications and payment must be received by the

Share Registrar by this time.

Tuesday,

18 January 2022

Issue PriceIssue Price Announced.

Monday,

24 January 2022

Announce results of Retail Offer Announcement to be made to NZX and ASX.

Settlement and Allotment DateSettlement of the Retail Offer and Shares allotted.

Trading is expected to commence on the NZX Main Board.

Tuesday,

25 January 2022

Commencement of trading

on ASX

Trading is expected to commence on the ASX.

Friday,

28 January 2022

Despatch DateTransaction confirmation despatched to participating shareholders.

* EBOS reserves the right to alter the key dates (subject to the NZX Listing Rules, the ASX Listing Rules and applicable laws).

5
EBOS Group Limited | Retail Offer | Offer Document

Important information

General information

This document has been prepared by EBOS in connection

with an offer of new ordinary Shares by way of a share

purchase plan (Retail Offer).

In New Zealand, the Retail Offer is made to Eligible

Shareholders under the exclusion in clause 19 of Schedule 1

of the Financial Markets Conduct Act 2013. In Australia, the

Retail Offer is made to Eligible Shareholders in accordance

with ASIC Corporations (Share and Interest Purchase Plans)

Instrument 2019/547 (ASIC Instrument), ASIC relief granted to

EBOS on 8 December 2021 and an ASX waiver granted to EBOS

on 8 December 2021.

This document is not a product disclosure statement or

prospectus or other disclosure document and does not

contain all of the information which may be required in order

to make an informed investment decision about the Retail

Offer or EBOS.

Additional Information

EBOS is subject to continuous disclosure obligations under the

NZX Listing Rules and ASX Listing Rules. Market releases by EBOS,

including its most recent financial statements, are available at

www.nzx.com and www.asx.com.au under code EBO.

EBOS may, during the Retail Offer, make additional releases to

NZX and ASX. No release by EBOS to NZX or ASX will permit an

applicant to withdraw any previously submitted application

without EBOS’s consent, whether or not there has been any

permissible variation of the Retail Offer.

The market price for the Shares may change between the

date this Retail Offer opens, the date you apply for Shares

under the Retail Offer, and the date on which the Shares are

allotted to you. Accordingly, the price paid for Shares under

the Retail Offer may be higher or lower than the price at which

Shares are trading on the NZX Main Board or the ASX at the

time Shares are issued under the Retail Offer. The market

price of new Shares following allotment may be higher or

lower than the Issue Price. Your Application will be irrevocable

and unconditional (it cannot be withdrawn or cancelled) even

if the market price of the Shares changes after you submit

your Application.

Offering Restrictions

This document is intended for use only in connection with

the Retail Offer to Eligible Shareholders with a registered

address in New Zealand or Australia. This document does

not constitute an offer or invitation in any place in which,

or to any person to whom, it would not be lawful to make such

offer or invitation. No action has been taken to permit a public

offering of the Shares in any jurisdiction outside New Zealand

and Australia. The distribution of this document (including an

electronic version) in a jurisdiction outside New Zealand and

Australia may be restricted by law and persons who come into

possession of it (including nominees, trustees or Custodians)

should observe any such restrictions.

No person may subscribe for, purchase, offer, sell, distribute

or deliver the Shares, or be in possession of, or distribute to

any other person, any offering material or any documents in

connection with the Shares, in any jurisdiction other than in

compliance with all applicable laws and regulations. Without

limiting the foregoing, this document may not be sent to or

distributed in the United States.

This document does not constitute an offer to sell, or the

solicitation of an offer to buy, any Shares in the United States.

The Shares to be offered and sold under the Retail Offer 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, and may not be offered or sold in the United States

except in accordance with an available exemption from, or

in a transaction not subject to, the registration requirements

of the U.S. Securities Act and any other applicable U.S state

securities laws.

EBOS will not issue Shares to an Applicant under the Retail

Offer if those Shares, either alone or in conjunction with the

issue of Shares under other Applications received by EBOS,

would contravene the NZX Listing Rues, ASX Listing Rules or

applicable laws.

Changes to the Offer

Subject to the NZX Listing Rules, the ASX Listing Rules and

applicable laws, EBOS reserves the right to alter the dates set

out in this document. EBOS reserves the right to withdraw the

Retail Offer and the issue of new Shares at any time before the

Allotment Date at its absolute discretion.

No Guarantee

No person named in this document (nor any other person)

guarantees the Shares to be issued pursuant to the Retail

Offer or warrants the future performance of EBOS or any

return on any investment made pursuant to this document.

Decision to Participate in the Offer

The information in this document does not constitute a

recommendation to acquire Shares or financial product

advice. This document has been prepared without taking

into account the investment objectives, financial, or taxation

situation or particular needs of any Applicant or investor.

You should seek professional advice from your stockbroker,

solicitor, accountant or other independent and qualified

professional advisers when deciding whether or not to

participate in the Retail Offer.

Privacy

Any personal information you provide in your Application

or Custodian Schedule will be held by EBOS and/or the

Share Registrar at the address set out in the Directory.

This information will be used for the purposes of administering

your investment in EBOS. This information will only be

disclosed to third parties with your consent or if otherwise

required by law. Under the Privacy Act 2020 (NZ) or the

6
EBOS Group Limited | Retail Offer | Offer Document

Important information continued

Privacy Act 1988 (Cth) (as applicable), you have the right to

access and correct any personal information held about you.

Enquiries

For enquiries about the Retail Offer, please contact EBOS’s

Share Registrar (refer to page 18 for contact details).

Defined Terms

Capitalised terms used in this document have the specific

meaning given to them in the Glossary at the back of this

document. Words importing the plural include the singular

and vice versa.

7
EBOS Group Limited | Retail Offer | Offer Document

Letter from the Chair

Dear Shareholder,

Purpose of the Retail Offer

On 9 December 2021, EBOS

announced its plans to

acquire LifeHealthcare,

a leading medical devices

distribution business,

for A$1,167 million

1


(the Acquisition) and an

equity raise to partly fund

the Acquisition. The equity

raise comprises a placement of approximately NZ$674 million

(A$642 million) in new fully paid ordinary Shares, which was

completed on 15 December 2021 (Placement) and a

non-underwritten retail offer by way of a share

purchase plan (Retail Offer) to raise up to NZ$105 million

(A$100 million), with the ability to accept oversubscriptions at

EBOS’ discretion (together, the Equity Raise).

LifeHealthcare is one of the largest independent distributors

of third party medical devices, consumables and capital

equipment, and inhouse manufactured allograft material in

Australia, New Zealand and South East Asia. LifeHealthcare

comprises two primary divisions: Australia and New Zealand

(ANZ) Distribution & Allografts and Asia Distribution. For the

12 months ended 30 June 2021, LifeHealthcare generated

A$326 million in pro forma revenue

2

and A$92 million in pro

forma EBITDA

3

. EBOS anticipates LifeHealthcare will generate

between A$110 million – A$114 million EBITDA in calendar year

2022

4

.

The Acquisition is consistent with EBOS’ strategy of investing

for growth. The strategic rationale for the Acquisition is as

follows:

• Substantially accelerates EBOS’ medical devices strategy

and creates scale

• Enhances and diversifies EBOS’ existing medical devices

portfolio while facilitating entry into new therapeutic areas

and introducing new original equipment manufacturer

(OEM) relationships

• Provides EBOS’ medical devices business with sufficient

breadth and depth to service OEMs across the entire Asia

Pacific region

• Expands and diversifies EBOS’ earnings by division and

geography and increases exposure to the high growth

medical devices sector

• Establishes a measured entry into South East Asia for EBOS

• Creates a platform for EBOS to capitalise on additional

future growth opportunities

• Expected to deliver low double digit EPS accretion in CY22

on a pro forma basis

5

The Acquisition is subject to closing conditions including

obtaining warranty & indemnity insurance and certain

original equipment manufacturer and key counterparty

consents in relation to change of control of LifeHealthcare,

as well as regulatory approvals from the Australian Foreign

Investment Review Board and the New Zealand Commerce

Commission and the finalisation of certain restructuring steps

in respect of Transmedic, and is expected to complete before

30 June 2022

6

. EBOS also has a termination right if a material

adverse effect occurs prior to closing.

Further details of the Acquisition are available in the investor

presentation available on www.shareoffer.co.nz/EBOS and on

EBOS’ website.

Retail Offer overview

As noted above, EBOS is seeking to raise up to NZ$105 million

(A$100 million) through the Retail Offer, with the ability to

accept oversubscriptions at its discretion. Shares will be

issued under the Retail Offer at the lower of NZ$34.50 (being

the price investors paid in the Placement) and the volume

weighted average price of EBOS Shares over the five business

day period prior to, and including, the closing date for the

Retail Offer, being 17 January 2022.

7

The new Shares are

expected to be allotted on or around Monday, 24 January

2022. They will rank equally with existing EBOS Shares on issue

at that date and will be eligible for the dividend which will be

declared by EBOS at its half year results in February 2022.

Participation in the Retail Offer is optional, and each Eligible

Shareholder, being a person who was recorded in EBOS’ share

register as at 7:00pm NZDT / 5:00pm AEDT on 8 December

2021 (Record Date) as being a registered holder of Shares with

an address in New Zealand or Australia (Eligible Shareholders)

has the option to apply to invest as much or as little as they

want, up to the cap of NZ$50,000 for New Zealand holders

and A$47,500 for Australian holders (to allow for NZ$ / A$

exchange rate movements up to the closing date of the Retail

Offer). If the Retail Offer is oversubscribed, applications will be

scaled having regard to existing shareholdings at the Record

Date. The Retail Offer provides an opportunity for Eligible

Shareholders to acquire additional EBOS Shares at a price

1

Representing an enterprise value of approximately A$1,275 million on a 100% consolidated basis excluding lease liabilities, subject to customary purchase price adjustments.

2

On a 100% consolidated basis. Pro forma financials include financials from acquired business for FY21.

3

On a 100% consolidated basis. Pro forma financials include financials from acquired business for FY21.

4

On 100% consolidated basis.

5

See section 7 of the Investor Presentation for the key risks that may impact LifeHealthcare’s ability to achieve the CY22 forecast. EPS accretion includes LifeHealthcare for a

full 12 months and is before amortisation of identifiable intangibles recognised as a result of the Acquisition. Excludes any impact of shares that may be issued under the Retail

Offer.

6

If the Acquisition does not complete as a result of a failure to satisfy conditions (or otherwise), EBOS will need to consider alternative uses for the proceeds of the Placement,

or ways to return the proceeds to shareholders if suitable alternatives cannot be identified.

7

Shares applied for held by ASX shareholders will be issued at the A$ Price.

8
EBOS Group Limited | Retail Offer | Offer Document

Letter from the Chair continued

not exceeding the price investors paid for EBOS Shares in the

Placement.

The Retail Offer has been designed so that most Eligible

Shareholders have the potential to preserve their current

relative shareholding, if they choose to participate

8

.

If you decide to participate in the Retail Offer, please complete

the online application at www.shareoffer.co.nz/EBOS or

complete the physical application form, if provided (and if you

are a Custodian, your Custodian Schedule) accompanying

this document by 7:00pm NZDT / 5:00pm AEDT on Monday,

17 January 2022. Online applications are strongly encouraged.

Further information

Details of the Retail Offer, including the terms and conditions

of how Eligible Shareholders can participate, are contained

in this Offer Document and the application form. Further

information relating to the Retail Offer can also be found

in EBOS’s recent announcements, particularly the investor

presentation and other materials released on Thursday,

9 December 2021, which can be accessed online at

www.nzx.com and www.asx.com.au under the ticker code

EBO. We encourage you to read this Offer Document and to

seek investment advice from a suitably qualified professional

adviser before you consider investing.

Reflecting the Board’s commitment, I can confirm that all

EBOS Directors that are eligible intend to participate in the

Retail Offer.

In the Placement, EBOS prioritized allocating Shares to

existing shareholders, pro rata to their current shareholdings,

and over 88% of the Shares issued were allocated to such

shareholders.

If you have any questions about the Retail Offer, please call

EBOS’s share registrar, Computershare, on 0800 650 034

(toll free within New Zealand) or +61 3 9415 5000 (from

Australia) from 8:30am to 5:00pm NZDT Monday to Friday

(excluding public holidays) or contact your financial adviser

or other professional adviser.

On behalf of the Board, I would like to thank you for your

continued support of EBOS and welcome your participation

in the Retail Offer.

Elizabeth Coutts

Chair, EBOS Group Limited

8 The proposed target Retail Offer size has been set at NZ$105 million (A$100 million), and has been included to provide investors with some visibility on the expected amount

to be raised and level of shares to be issued under the Retail Offer (but may be more or less). This target amount is considered appropriate to provide the opportunity for the

vast majority of shareholders to achieve a pro rata allocation (based on the proposed total size of the capital raising) having regard to an analysis of EBOS’ share register,

and precedent participation rates in other NZX and ASX share purchase plans/retail offers. Any scale back of the Retail Offer will be conducted pro rata based on the holdings

of subscribers on the record date for the Retail Offer. The new shares issued will have the same rights and will rank equally with existing shares on issue. EBOS may decide to

accept applications (in whole or in part) that result in the Retail Offer raising more than NZ$105 million (A$100 million), in its absolute discretion.

9
EBOS Group Limited | Retail Offer | Offer Document

Questions and answers

Defined words and expressions used in this Retail Offer are

capitalised - see the glossary for their definition. These

questions and answers are a summary only and you should

refer to the terms and conditions for further information.

1. What is the Retail Offer?

The Retail Offer allows Eligible Shareholders to purchase

Shares in EBOS (via a share purchase plan) without incurring

brokerage or other transaction costs. You are eligible to

participate in the Retail Offer if you are a shareholder of

EBOS and:

(a) you were registered as a holder of fully paid Shares at the

relevant time on the Record Date, which is 7:00pm NZDT /

5:00pm AEDT on 8 December 2021; and

(b) your registered address is in New Zealand or Australia; and

(c) you do not hold the Shares on behalf of another person who

resides outside of New Zealand or Australia.

In particular, shareholders in the United States are not eligible

to participate in the Retail Offer. Similarly, shareholders

(including trustees, Custodians and nominees) who hold

Shares on behalf of persons in the United States, or are acting

for the account or benefit of persons in the United States, are

not eligible to participate in the Retail Offer on behalf of those

persons.

2. What is the price of the Shares and how many can

I purchase?

The Issue Price will be the lower of:

• NZ$34.50, being the price paid by investors in the Placement

(representing a discount of 5.5% to the closing price of EBOS

Shares on the NZX Main Board of NZ$36.50 on 8 December

2021); and

• the five day volume weighted average price of EBOS shares

traded on NZX Main Board during the five trading days up to,

and including, the Closing Date.

The Issue Price determined above is a New Zealand dollar

amount. Please refer to clause 3 of the Terms and Conditions

for further details on how the A$ Price will be set. The market

price of the Shares may change between the Opening Date,

the date you apply for Shares under the Retail Offer, and the

Allotment Date. The risks associated with this potential market

fluctuation are described in question 7 below.

You may apply for a maximum amount of NZ$50,000 /

A$47,500 of new Shares under the Retail Offer, subject to

scaling.

If you wish to participate in the Retail Offer, you should

complete an Application in accordance with the instructions

set out in question 8 below and make payment for the exact

dollar amount applied for in your Application. If you are a

Custodian, you will need to complete and lodge a Custodian

Schedule. To determine whether you are a Custodian, and how

to obtain a Custodian Schedule, refer to clause 4 of the Terms

and Conditions.

EBOS is inviting Applications for up to NZ$105 million

(A$100 million) of Shares in aggregate, with the ability for EBOS

to accept oversubscriptions at its discretion.

EBOS reserves the right to, at its absolute discretion, scale any

Application for Shares under the Retail Offer. EBOS may scale

back all Applications on a proportionate basis having regard

to the number of EBOS Shares held by the Applicant (or, in

the case of an application made by a Custodian, the relevant

beneficial owner(s) named in the schedule submitted with the

Application) on the Record Date. If your Application is scaled

back by EBOS, your Application monies will be greater than

the amount of new Shares you will be allotted at the Issue Price

and a refund without interest will be issued in accordance with

clause 6 of the Terms and Conditions.

Any fractional Shares allocated under the Retail Offer will be

rounded down to the nearest whole Share and EBOS will retain

any difference less than NZ$5 due to rounding.

All Shares issued under the Retail Offer will be ordinary shares

of EBOS. Shareholders who subscribe under the Retail Offer will

be eligible to participate in any future dividends to be declared

by EBOS.

3. I participated in the Placement. Can I also apply in the

retail offer?

Yes. Eligible Shareholders that participated in the Placement

are also entitled to apply for up to NZ$50,000 / A$47,500 of new

Shares under the Retail Offer, subject to scaling and the rules

applying to trustees or Custodians discussed below.

4. What rights will the Shares have?

Shares under the Retail Offer will rank equally with existing

Shares quoted on the NZX Main Board and ASX, with the same

voting rights, dividend rights and other entitlements.

5. What if I own Shares through a trustee or custodian or own

Shares in more than one capacity?

If you own Shares through a trustee or Custodian (and are

otherwise eligible to participate in the Retail Offer), then subject

to certain certification requirements and other conditions, you

may instruct the trustee or Custodian to purchase Shares on

your behalf, up to the NZ$50,000 / A$47,500 limit. If you own

Shares through a trustee or Custodian and also own Shares in

your own name, then you may either purchase Shares yourself

or instruct your trustee or Custodian to purchase Shares on

your behalf. You may not do both.

If you receive more than one copy of this document, or if you

hold Shares in more than one capacity (e.g. because you are

both a sole and joint holder of Shares), the maximum amount

you may apply to invest under the Retail Offer in all capacities,

and in aggregate, is NZ$50,000 / A$47,500. You may not

10
EBOS Group Limited | Retail Offer | Offer Document

purchase some Shares on your own behalf and some Shares

as a joint holder. By applying to purchase Shares under the

Retail Offer, you represent that you have not exceeded this

NZ$50,000 / A$47,500 limit.

If you are an Eligible Shareholder and hold Shares as

Custodian, you may apply for up to NZ$50,000 / A$47,500

of new Shares for each beneficiary for whom you, directly or

indirectly, act as Custodian provided that you complete, and

submit a certificate (Custodian Schedule) certifying each of the

matters set out in clause 4.4 of the Terms and Conditions of this

Retail Offer.

Each trustee and Custodian must not participate in the Retail

Offer on behalf of, and must not distribute this Offer Document

or any other document relating to the Retail Offer to, any

person in the United States.

6. Is this offer transferable to another person?

No. This Retail Offer is personal to you and non-renounceable,

so if you elect not to purchase any Shares under the Retail

Offer you may not transfer your right to purchase Shares under

the Retail Offer to anyone else.

7. What are the risks of investing in the Retail Offer and what if

I choose not to participate in the Retail Offer?

The market price for the Shares may change between the

Opening Date, the date you apply for Shares under the Retail

Offer, and the Allotment Date. Accordingly, the price paid under

the Retail Offer may be higher or lower than the price at which

the Shares are trading on the NZX Main Board and ASX at the

time the Shares are issued to you under the Retail Offer.

The Share price is quoted on the NZX website: www.nzx.com

and ASX website: www.asx.com.au.

While EBOS has attempted to make the Retail Offer as fair as

possible for Eligible Shareholders by providing for the individual

application cap to be NZ$50,000 / A$47,500 of Shares, and by

providing that any scaling will be having regard to individual

shareholdings at the Record Date, the Retail Offer is not in

accordance with your proportionate shareholding. Even if you

participate in the Retail Offer, your proportionate shareholding

in EBOS may change. Large shareholders may not be able

to obtain sufficient Shares to maintain their percentage

shareholding, while smaller shareholders may be able to

increase their percentage shareholding.

If you do not subscribe for any Shares under the Retail Offer

(in which case no action is required on your part), and other

shareholders do subscribe for Shares, then your percentage

shareholding in EBOS will be reduced.

8. How do I apply for Shares under the Retail Offer?

If you wish to participate in the Retail Offer, you can do

so online at www.shareoffer.co.nz/EBOS or by filling out

the application form accompanying this Offer Document,

if provided (and submitted it per the instructions on the

application form).

By applying to purchase Shares under the Retail Offer,

you represent that you have not exceeded the NZ50,000

/ A$47,500 limit.

If the exact amount of money is not tendered, EBOS reserves

the right not to accept all or part of your payment. In those

circumstances, EBOS will refund all or part of your payment

without interest.

If an Application is rejected, all of the amounts paid will be

refunded to the relevant Applicant. If Applications are scaled

back, the Applicant will receive the number of Shares at the

Issue Price accepted by EBOS following scaling and a refund

of the balance of the relevant payment amount. All refunds

will be made without interest. Any amount less than NZ$5 due

to scaling or rounding will be retained by EBOS. Refunds will

be issued within five business days following the Allotment

Date (see clause 6 of the Terms and Conditions for more

information).

You will not be able to withdraw or revoke your Application once

you have sent it in.

9. How long is the Retail Offer open and when will I receive my

Shares?

The Retail Offer opens on 15 December 2021 and is expected

to close at 7:00pm NZDT / 5:00pm AEDT on 17 January 2022,

unless extended. If you want to participate, you should ensure

you apply with an Application and make payment by 7:00pm

NZDT / 5:00pm AEDT on 17 January 2022.

You will receive Shares issued to you under the Retail Offer on

the Allotment Date, which is currently expected to be on or

around 24 January 2022. Confirmation of the number of Shares

issued to you under the Retail Offer will be sent on the Despatch

Date, currently expected to be on or around 28 January 2022.

Questions and answers continued

11
EBOS Group Limited | Retail Offer | Offer Document

Terms and conditions

If you apply to participate in the Retail Offer by completing the

Application (and, if applicable, a Custodian Schedule), you are

accepting the risk that the market price of Shares may change

between the Opening Date, the date you apply for Shares

under the Retail Offer, and the Allotment Date. This means that

it is possible that up to or after the Allotment Date, you may be

able to buy Shares on the NZX Main Board or the ASX at a lower

price than the Issue Price.

We encourage you to seek your own financial, legal, tax and

their professional advice regarding your participation in the

Retail Offer.

Consistent with the representations, warranties and

acknowledgements contained in these Terms and Conditions

and in the Application, you may not submit any completed

Applications for any person outside Australia or New Zealand.

Failure to comply with these restrictions may result in a

violation of applicable securities laws.

Record Date

Eligible Shareholders registered at 7:00pm NZDT / 5:00pm AEDT on 8 December 2021 may participate in

the Retail Offer.

Opening Date

The Retail Offer opens on 15 December 2021. This document has been mailed to Eligible Shareholders

(who have elected to receive communications in that way) on 15 December 2021, with an accompanying

application form. Online Applications are strongly encouraged.

Closing Date

The Retail Offer closes at 7:00pm NZDT / 5:00pm AEDT on 17 January 2022, unless extended. Applications

and payment in accordance with the instructions provided must be received by the Share Registrar by

this time. Applications may, at EBOS’s option, not be processed or held to be valid if they have not been

received by this time.

Announcement

of Results Date

The completion and results of the Retail Offer will be announced to NZX and ASX on 24 January 2022.

Settlement Date

Settlement of the Retail Offer on 24 January 2022.

Allotment Date

The Shares are proposed to be allotted on or around 24 January 2022, unless the Closing Date is extended.

Commencement

of trading

EBOS expects the Shares will commence trading on the NZX Main Board on 24 January 2022 and ASX on

25 January 2022.

Despatch Date

EBOS expects that a transaction confirmation will be despatched to you on or around 28 January 2022.

1. Offer timetable

EBOS has a discretion to change, at any time, any of the Closing Date, the Allotment Date and the Despatch Date (notwithstanding

that the Retail Offer has opened, or Applications have been received) by lodging a revised timetable with NZX and ASX.

12
EBOS Group Limited | Retail Offer | Offer Document

2. Eligible Shareholders

2.1. You may participate in the Retail Offer if you are an Eligible

Shareholder. An Eligible Shareholder is a person who,

at 7:00pm NZDT / 5:00pm AEDT on the Record Date,

was recorded on EBOS’ share register as being a registered

holder of Shares in EBOS and having an address in New

Zealand or Australia, unless that person holds Shares

on behalf of another person who resides outside New

Zealand or Australia. Joint holders of Shares are taken to

be a single registered holder of Shares for the purposes of

determining whether they are an Eligible Shareholder and

the certification on the Application is taken to have been

given by all of them.

2.2. If you are an Eligible Shareholder, your rights under this

Retail Offer are personal to you and non-renounceable,

so you may not transfer them.

2.3. EBOS accepts no liability where an Eligible Shareholder

does not receive any document relating to the Retail Offer

in time.

2.4. Shareholders who are in the United States or are elsewhere

outside of New Zealand or Australia are not entitled to

participate in the Retail Offer. Similarly, Shareholders who

hold Shares on behalf of persons who are in the United

States, or on behalf of persons who reside elsewhere outside

New Zealand or Australia, are not entitled to participate in

the Retail Offer on behalf of those persons.

3. Issue Price and number of Shares

3.1. The Issue Price for Shares under the Retail Offer is the lower of:

(a) NZ$34.50, being the price payable by investors in the

Placement (representing a discount of 5.5% to the closing

price of EBOS Shares on the NZX Main Board of NZ$36.50

on 8 December 2021); and

(b) the five day volume weighted average price of EBOS

Shares traded on NZX Main Board during the five trading

days up to, and including, the Closing Date.

3.2. The Issue Price and the A$ Price will be fixed as at 6:00pm

NZDT / 4:00pm AEDT on the Closing Date of 17 January 2022

and EBOS expects to announce the Issue Price to NZX and

ASX on 18 January 2022.

3.3. Eligible Shareholders may elect to purchase an amount of

Shares up to a maximum amount of NZ$50,000 / A$47,500,

subject to scaling, by completing an Application. Any

fractional Shares allocated under the Retail Offer will be

rounded down to the nearest whole number of Shares.

3.4. The Issue Price is a New Zealand dollar amount. The market

price of the Shares may change between the Opening Date,

the date you apply for Shares under the Retail Offer, and

the Allotment Date.

3.5. Eligible Shareholders may only make a single application

for Shares under the Retail Offer. This applies to all Eligible

Shareholders, including those who receive more than one

offer under the Retail Offer (for example, because they hold

Shares in more than one capacity) and including whether

the Eligible Shareholder is applying through a Custodian

or on his or her own behalf. Accordingly, if you own Shares

through a trustee or Custodian and also own Shares in your

own name, then you may either purchase Shares yourself

or instruct your trustee or Custodian to purchase Shares on

your behalf. You may not do both.

3.6. EBOS is inviting Applications for up to NZ$105 million

(A$100 million) of Shares. EBOS reserves the right to

accept oversubscriptions to the extent it is able to do so.

EBOS reserves the right to scale back Applications having

regard to the number of EBOS Shares held by the Applicant

(or, in the case of an application made by a Custodian,

the relevant beneficial owner(s) named in the schedule

submitted) on the Record Date.

4. Custodians

4.1. Under the Retail Offer, a Custodian is any Eligible

Shareholder:

(a) in the case of any Eligible Shareholder having a

registered address in New Zealand, that:

(i) is a trustee corporation or a nominee company and

holds Shares in EBOS by reason only of acting for

another person in the ordinary course of business of

that trustee corporation or nominee company; or

(ii) holds Shares in EBOS by reason only of being a bare

trustee of a trust to which the Shares are subject.

(b) in the case of any Eligible Shareholder having a

registered address in Australia, provides a custodial or

depository service in relation to Shares of EBOS and who:

(i) holds an Australian financial services licence covering

the provision of a custodial or depository service;

(ii) is exempt from the requirement to hold an Australian

financial services licence covering the provision of a

custodial or depository service;

(iii) holds an Australian financial services licence covering

the operation of an IDPS (as defined in ASIC Class

Order [CO 13/763]) or is a responsible entity of an

IDPS-like scheme (as defined in ASIC Class Order

[CO 13/762]);

(iv) is a trustee of a self-managed superannuation fund

or a superannuation master trust; or

(v) is a registered holder of Shares and is noted on the

register of members of EBOS as holding the Shares on

account of another person.

Terms and conditions continued

13
EBOS Group Limited | Retail Offer | Offer Document

4.2. Custodians may apply to purchase Shares for an amount

greater than NZ$50,000 / A$47,500, provided that the

Custodian only applies for no more Shares than collectively

have an aggregate application price of NZ$50,000 /

A$47,500 for each beneficial owner for whom the Custodian

acts as a Custodian. Each beneficial owner may only direct

the Custodian to apply on behalf of that beneficial owner

for a single Share parcel.

4.3. Custodians must confirm to EBOS that they are holding

Shares as a Custodian for one or more beneficial owners

and certify the matters described in clause 4.4 below by

providing a Custodian Schedule. To request a Custodian

Schedule, or if you would like further information on how to

apply for Shares as a Custodian, you should contact EBOS’

Share Registrar at any time from 8:30am to 5:00pm NZDT

/ 6:30am to 3:00pm AEDT (Monday to Friday) prior to the

Closing Date at EBOS@computershare.co.nz.

4.4. If a Custodian applies to purchase Shares on behalf of

one or more beneficial owners, the Custodian must certify

to EBOS in writing the following matters in the form and

manner set out in the Custodian Schedule (available

on request from the Share Registrar) that satisfies the

requirements under the ASIC Instrument:

(a) that the Custodian holds Shares on behalf of:

(i) one or more other persons (who would be Eligible

Shareholders if they held Shares directly) that are not

Custodians; and/or

(ii) another Custodian (Downstream Custodian) that

holds beneficial interests in Shares on behalf of

one or more other persons (who would be Eligible

Shareholders if they held Shares directly) to which

those interests relate, 7:00pm NZDT / 5:00pm AEDT on

the Record Date, each, a “Participating Beneficiary”,

who have subsequently instructed the Custodian, and/

or the Downstream Custodian, to apply for Shares

under the Retail Offer on their behalf;

(b) the number of Participating Beneficiaries and their

names and addresses;

(c) the number of Shares that the Custodian holds on behalf

of each Participating Beneficiary;

(d) the dollar amount of Shares that each Participating

Beneficiary has instructed the Custodian, either directly

or indirectly through a Downstream Custodian, to apply

for on their behalf;

(e) that there are no Participating Beneficiaries in respect of

which the total of the Application price for the following

exceeds NZ$50,000 / A$47,500:

(i) new Shares applied for on their behalf under the Retail

Offer; and

(ii) in respect of Participating Beneficiaries with a registered

address in Australia, any other Shares issued to the

Custodian (as a result of an instruction given to the

Custodian or a Downstream Custodian) for that

Participating Beneficiary under any arrangement

similar to the Retail Offer in the 12 months prior to the

Application for new Shares under the Retail Offer;

(f) that a copy of this document was given to each

Participating Beneficiary;

(g) where the Custodian holds Shares on behalf of a

Participating Beneficiary indirectly, through one or more

Downstream Custodians, the name and address of each

Downstream Custodian; and

(h) that the beneficial owner on whose behalf the Custodian

is submitting an Application is not making an application

as an Eligible Shareholder for Shares under the

Retail Offer, and no other Custodian is submitting an

Application under the Retail Offer for that beneficial

owner.

4.5. A Custodian must not participate in the Retail Offer on

behalf of, or distribute this Offer Document or any other

document relating to the Retail Offer to, any person in the

United States.

5. Completing an Application and paying for Shares

5.1. If you are an Eligible Shareholder and you wish to

participate in the Retail Offer, you must complete an

Application at www.shareoffer.co.nz/EBOS or by completing

the application form (accompanying this Offer Document,

where posted) and make payment in accordance with the

instructions provided (including using the unique identifier,

when making payment, noted in the Application). If you are

a Custodian, you must also complete a Custodian Schedule

which may be obtained from EBOS’s Share Registrar as

noted in clause 4.3 above.

5.2. Eligible Shareholders must make payment for the exact

dollar amount applied for on their Application.

5.3. To be valid, your Application (and, if applicable,

Custodian Schedule) and payment must be received by

Computershare Investor Services Limited by 7:00pm NZDT /

5:00pm AEDT on the Closing Date.

6. EBOS’ discretion to accept or reject Applications

6.1. EBOS has discretion to accept or reject your Application to

purchase Shares under the Retail Offer, including (without

limitation) if:

(a) your Application or Custodian Schedule (if applicable)

is incorrectly completed or incomplete or otherwise

determined by EBOS to be invalid;

(b) your payment is dishonoured or has not been completed

correctly;

Terms and conditions continued

14
EBOS Group Limited | Retail Offer | Offer Document

(c) your payment is not in New Zealand or Australian dollars

for the exact dollar amount of Shares that you have

specified in your Application;

(d) it appears that you are applying to buy more than

NZ$50,000 / A$47,500 (in aggregate) of Shares (except if

you are a Custodian applying on behalf of more than one

beneficial owners in accordance with clause 4.2);

(e) your Custodian Schedule (if applicable) or payment is

received after the Closing Date. While EBOS has discretion

to accept late Applications, Custodian Schedules (if

applicable) and payments, there is no assurance that

it will do so. Late Applications, Custodian Schedules

(if applicable) and payments, if not processed, will be

returned to you at your registered address. No interest will

be paid on any application money returned to you;

(f) EBOS believes that you are not an Eligible Shareholder or

Custodian; or

(g) EBOS considers that your Application does not comply

with these Terms and Conditions.

6.2. EBOS reserves the right to scale back at its absolute

discretion any Application for Shares under the Retail Offer.

EBOS may scale back Applications having regard to the

number of EBOS Shares held by the Applicant (or, in the

case of an application made by a Custodian, the relevant

beneficial owner(s) named in the schedule submitted) on

the Record Date.

6.3. If an Application is rejected, all of the relevant amounts

will be refunded to the Applicant. If Applications are scaled

back, the Applicant will receive the number of Shares at the

Issue Price in respect of which the Application is accepted

and a refund of the balance of the relevant application

payment. All refunds will be made without interest.

6.4. Any difference less than NZ$5 due to scaling or rounding

will be retained by EBOS and not refunded.

6.5. Refunds will be made by direct credit to the bank account

held by EBOS’s Share Registrar. Refunds will be issued within

five business days following the Allotment Date. If no bank

account is held by the Share Registrar, then the refund

payment will be withheld until a bank account is provided.

7. Significance of submitting an Application

7.1. If you apply to participate in the Retail Offer by completing

an Application (and, if applicable, a Custodian Schedule):

(a) your application, on these Terms and Conditions, will be

irrevocable and unconditional (i.e. it cannot be withdrawn);

(b) you certify to EBOS that you are an Eligible Shareholder

entitled to apply for Shares under these Terms and

Conditions and you agree to indemnify, among others,

EBOS for any loss suffered as a result of any breach by

you of the selling restrictions contained in these Terms

and Conditions;

(c) you agree to be bound by the Constitution of EBOS;

(d) you certify to EBOS that you are not applying for Shares

under the Retail Offer with a total Application price in

excess of NZ$50,000 / A$47,500 from the following:

(i) the Shares under the Retail Offer the subject of the

Application;

(ii) in the case of Eligible Shareholders with a registered

address in Australia, any other Shares applied for by

you under a similar arrangement in the 12 months

before the Application; and

(iii) any other Shares under the Retail Offer which you have

instructed a Custodian to acquire on your behalf under

the Retail Offer or, in the case of Eligible Shareholders

in Australia, under a similar arrangement in the

12 months before the Application;

(e) without limiting EBOS’s discretion to accept or reject

Applications in clause 6 above, you authorise EBOS

(and its officers or agents) to correct any error in, or

omission from, your Application (and, if applicable,

your Custodian Schedule) and to complete the

Application (and, if applicable, the Custodian Schedule)

by the insertion of any missing details;

(f) you acknowledge that EBOS may at any time irrevocably

determine that your Application (and, if applicable, your

Custodian Schedule) is valid, in accordance with these

Terms and Conditions, even if your Application (or, as

applicable, your Custodian Schedule) is incomplete,

contains errors or is otherwise defective;

(g) you acknowledge that none of EBOS, its advisers or

agents has provided you with investment advice or

financial product advice, and that none of them has an

obligation to provide advice concerning your decision to

apply for and purchase Shares under the Retail Offer;

(h) you acknowledge the risk that the market price for the

Shares may change between the Opening Date, the

date you apply for Shares under the Retail Offer, and

the Allotment Date. A change in market price during this

period may affect the Issue Price or value of the Shares

you receive under the Retail Offer;

(i) you acknowledge that EBOS is not liable for any exercise of

its discretions referred to in these Terms and Conditions;

(j) you irrevocably and unconditionally agree to these Terms

and Conditions and agree not to do any act or thing

which would be contrary to the spirit, intention or purpose

of the Retail Offer;

(k) you represent that you are not in the United States and

you are not acting for the account or benefit of a person

in the United States (or, in the event that you do act for

the account or benefit of a person in the United States,

you are not participating in the Retail Offer in respect of

that person);

Terms and conditions continued

15
EBOS Group Limited | Retail Offer | Offer Document

(l) you acknowledge that the 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 in the

United States, except in accordance with an available

exemption from, or in a transaction not subject to, the

registration requirements of the U.S. Securities Act and

any other applicable U.S. state securities laws;

(m) you acknowledge that the Shares may only be

offered and sold outside the United States in “offshore

transactions” (as defined and in reliance on Regulation

S under the U.S. Securities Act);

(n) you represent that you have not, and you agree that you

will not, send this Offer Document or any other materials

relating to the Retail Offer to any person in the United

States or elsewhere outside Australia and New Zealand;

(o) you acknowledge and agree that if in the future you

decide to sell or otherwise transfer the Shares, you will

only do so in standard brokered transactions on the NZX

Main Board or ASX, where neither you nor any person

acting on your behalf knows, or has reason to know, that

the sale has been pre-arranged with, or the purchaser is,

a person in the United States; and

(p) if you are acting as a trustee, nominee or Custodian,

each beneficial holder on whose behalf you are

participating is resident in Australia or New Zealand.

7.2. If a Custodian applies to purchase Shares under the Retail

Offer for a beneficial owner pursuant to clause 4.2:

(a) the certification referred to in clause 7.1(d) will be taken

to be given by the beneficial owner on whose behalf the

Custodian is applying to purchase Shares; and

(b) in addition to the matters referred to in clause 7.1,

the Custodian also certifies each of the matters set out

in the Custodian Schedule.

8. The Shares

8.1. Shares issued under the Retail Offer will rank equally in all

respects with existing Shares quoted on the NZX Main Board

and ASX, with the same voting rights, dividend rights and

other entitlements. The Shares to be issued under the Retail

Offer have been accepted for quotation on the NZX Main

Board, and an Application will be made for their quotation

on the ASX, and it is expected that the Shares will be quoted

upon completion of the allotment procedures. However,

neither NZX nor ASX accepts any responsibility for any

statement in this document.

8.2 The issue of new Shares under the Retail Offer is undertaken

in accordance with the NZX Listing Rules and ASX Listing

Rules. This means that Eligible Shareholders in New

Zealand will be eligible to participate in this Retail Offer,

notwithstanding that their participation may exceed

the NZ$15,000 per shareholder 12 month limit that would

otherwise apply. The issue of new Shares under the Retail

Offer up to a maximum amount of A$47,500 per Eligible

Shareholder (or per beneficial owner, in the case of holdings

by Custodians) in Australia, is being undertaken pursuant

to the ASIC Instrument, the ASIC relief granted to EBOS on

8 December 2021 and the ASX waiver granted to EBOS on

8 December 2021.

9. Financial statements

9.1. You may obtain free of charge the most recent annual

report and financial statements of EBOS by contacting

EBOS’s Share Registrar, Computershare Investor Services

Limited, or you may download the reports from the EBOS

website: https://investor.ebosgroup.com/

10. Amendments to the Retail Offer and waiver of compliance

10.1. Notwithstanding any other term or condition of the Retail

Offer and/or the Application, EBOS may, at its discretion:

(a) make non-material modifications to the Retail Offer or

these Terms and Conditions without notice (in which

case Applications for Shares under the Retail Offer will

remain binding on all Applicants notwithstanding such

modification and irrespective of whether an Application

and/or payment was received by the Share Registrar

before or after such modification is made); and/or

(b) suspend or terminate the Retail Offer at any time prior

to the issue of the Shares under the Retail Offer. If the

Retail Offer is terminated, Application monies will be

refunded to Applicants without interest.

10.2. EBOS reserves the right to waive compliance with any

provision of these Terms and Conditions (either generally,

or in respect of a particular Applicant or Applicants).

11. Governing law

11.1. These Terms and Conditions shall be governed by and

construed in accordance with the laws of New Zealand and

Australia (to the extent applicable).

12. Disputes

12.1. If any dispute arises in connection with the Retail Offer,

EBOS may settle it in any manner it thinks fit. It may do

so generally or in relation to any Applicant, Application or

Share. EBOS’s decision will be final and binding.

13. Inconsistency

13.1. Unless otherwise determined by the directors of EBOS,

in the event of any inconsistency between the Terms and

Conditions of the Retail Offer and:

(a) the accompanying letter from the Chair and Questions and

Answers, the Terms and Conditions take precedent; and

(b) EBOS’s constitution, EBOS’s constitution shall prevail.

Terms and conditions continued

Glossary
A$

Australian dollars, being the lawful currency of Australia.

A$ Price

The A$ equivalent of the Issue Price determined using the Exchange Rate and rounded to the

nearest cent, which is expected be announced by EBOS on 18 January 2022.

Acquisition

The acquisition of LifeHealthcare from funds advised by Pacific Equity Partners and other

minority holders.

AEDT

Australian Eastern Daylight Time.

Allotment Date

On or around 24 January 2022, unless extended.

Applicant

An applicant for Shares in the Retail Offer.

Application

An application for Shares under the Retail Offer made either online through

www.shareoffer.co.nz/EBOS or through submitting a completed application form, if provided.

ASIC

The Australian Securities and Investments Commission.

ASIC Instrument

ASIC Corporations (Share and Interest Purchase Plans) Instrument (2019/547).

ASX

ASX Limited or the market it operates (as the context requires).

ASX Listing Rules

The official listing rules of the ASX.

Board

The board of directors of EBOS.

Closing Date

17 January 2022, unless extended.

Custodian

See clause 4.1 of the Terms and Conditions for the definition of “Custodian”.

Custodian Schedule

The schedule that satisfies the requirements set out in clause 4.4 of the Terms and Conditions

and must be submitted by an Applicant that is a Custodian (available on request from the Share

Registrar).

Despatch Date

On or around 28 January 2022, unless extended.

Downstream Custodian

See clause 4.4 of the Terms and Conditions for the definition of “Downstream Custodian”.

Eligible Shareholder

A person who was recorded in EBOS’s share register as being a registered holder of Shares and

having a registered address in New Zealand or Australia as at 7:00pm NZDT / 5:00pm AEDT on

8 December 2021. A person who holds Shares on behalf of a person who resides outside New

Zealand or Australia is not eligible to participate in the Retail Offer in respect of that person.

Similarly, a person in the United States, or acting for the account or benefit of a person in the

United States, is not eligible to participate in the Retail Offer.

EBOS

EBOS Group Limited, a company listed on the NZX Main Board and ASX.

Exchange Rate

The NZ$:A$ exchange rate published by the Reserve Bank of Australia on its website at 4:00 pm

AEDT / 6:00pm NZDT on the Closing Date.

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EBOS Group Limited | Retail Offer | Offer Document

Glossary continued
Investor Presentation

The investor presentation published in connection with the Placement and the Retail Offer on

9 December 2021.

Issue Price

The price at which the Shares will be issued pursuant to the Retail Offer, being the lower of:

(a) NZ$34.50 per Share (being the price paid by investors in the Placement); and

(b) the five day volume weighted average price of EBOS shares traded on NZX Main Board during

the five trading days up to, and including, the Closing Date.

NZDT

New Zealand Daylight Time.

NZX

NZX Limited

NZX Listing Rules

The listing rules of NZX applying to the NZX Main Board.

NZX Main Board

The NZX Main Board equity securities market operated by NZX.

Opening Date

15 December 2021.

Participating

Beneficiary

See clause 4.4 of the Terms and Conditions for the definition of “Participating Beneficiary”.

Placement

The placement of Shares announced to NZX / ASX on 9 December 2021.

Record Date

7:00pm NZDT / 5:00pm AEDT on 8 December 2021.

Retail Offer

The share purchase plan detailed in this Offer Document.

Shares

Ordinary shares of EBOS Group Limited.

Share Registrar

EBOS’s share registrar, Computershare Investor Services Limited.

Terms and Conditions

The terms and conditions of the Retail Offer detailed in this document.

U.S. Securities Act

The U.S. Securities Act of 1933, as amended.


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EBOS Group Limited | Retail Offer | Offer Document

Directory
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EBOS Group Limited | Retail Offer | Offer Document

EBOS Group Limited is a company incorporated with limited liability under the New Zealand Companies Act 1993, with the

New Zealand company number 120844.

For investor relations queries contact: ebos@ebosgroup.com

Directors of EBOS

Liz Coutts (Chair)

Tracey Batten

Nick Dowling

Stuart McGregor

Stuart McLauchlan

Sarah Ottrey

Peter Williams

Issuer

EBOS Group Limited

108 Wrights Road,

Christchurch 8024

New Zealand

Phone +64 3 338 0999

https://investor.ebosgroup.com/

Share Registrar

Computershare Investor Services Limited

Level 2, 159 Hurstmere Road

Takapuna, Auckland 0622

New Zealand

Private Bag 92119

Victoria Street West

Auckland 1142

Email: ebos@computershare.co.nz

Phone: 0800 650 034 (within NZ) or +64 9 488 8777 (outside NZ)

www.investorcentre.com/nz

New Zealand legal advisers

Chapman Tripp

Australian legal advisers

King & Wood Mallesons

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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.