SPH Notice - Craigs Investment Partners Limited

Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013

To NZX Limited
and
To Scales Corporation Limited (SCL)
Date this disclosure made: 24 October 2024
Date on which substantial
holding began:
23 October 2024

Substantial product holder(s) giving disclosure
Full name(s): Craigs Investment Partners Limited

Summary of substantial holding
Class of quoted voting
products:
Ordinary shares
Summary for: Craigs Investment Partners Limited
For this
disclosure -
(a) total
number held
in class:
25,058,270

(b) total in
class:
143,571,527

(c) total
percentage
held in class:
17.454%

Details of relevant interests

Details for: Craigs Investment Partners
Limited (as Underwriter)
Craigs Investment Partners
Limited
Nature of relevant interest(s):
As Underwriter of financial
products pursuant to the
attached Block Trade
Agreement.
As discretionary
investment manager, the
power to exercise a right
to vote attached to, and
power to acquire or
dispose of, the products
under powers contained in
investment management
contracts with clients (the
beneficial owners of the
products).

For that
relevant
interest -
number held in
class:
21,250,000

3,808,270

percentage
held in class:
14.801%

2.653%

current
registered holder
of financial
products:
China Resources
Enterprise, Limited

Custodial Services Limited
registered holder
of financial
products once
transfer is
registered:
Unknown

Relevant agreement
attached pursuant to
regulation 139
Custodial Services Limited

No relevant agreement
needs to be attached
under regulation 139


Details of transactions and events giving rise to relevant event
Details of the transactions or
other events requiring
disclosure:
On 23 October 2024, Craigs Investment Partners Limited
entered into a Block Trade Agreement attached to this
disclosure with China Resources Enterprise, Limited (CRE),
under which Craigs Investment Partners Limited were
appointed to manage and underwrite the sale of
21,250,000 ordinary shares in SCL held by CRE for a price to
be determined under the procedures set out in the Block
Trade Agreement.
In entering into the Block Trading Agreement, Craigs
Investment Partners Limited acquired a relevant interest,
being the power to acquire and dispose of, or to control the
acquisition or disposal of 21,250,000 SCL shares.
Nature of Relevant Interest: The power to acquire and dispose of, or to control the
acquisition or disposal of 21,250,000 SCL shares to which this
notice relates as a manager and underwriter under the
Block Trade Agreement attached to this notice.

Additional information
Address(es) of substantial
product holder(s):
158 Cameron Road, Tauranga, New Zealand
Contact details:
Regan Carey, + 64 7 927 7926, Regan.Carey@craigsip.com
Nature of connection
between substantial product
holders:
N/A

Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to
which this disclosure relates: China Resources Enterprise, Limited.
Certification
I, Regan Carey, certify that, to the best of my knowledge and belief, the information contained
in this disclosure is correct and that I am duly authorised to make this disclosure by all persons
for whom it is made.

( ~ chapman tripp
Block trade
agreement over
Scales Corporation
Limited stake
China Resources Enterprise, Limited
Craigs Investment Partners Limited
½l"JQil'<, [ (2022) ½l"J CCSD) 'l'll! (0086) '< l

CONTENTS
1 CONSTRUCTION 1
2.
SALE OF SHARES 2
3. SALE AND PURCHASE OF SALE SHARES 3
4. FEES 4
5.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 4
6. UNDERTAKINGS OF THE SELLER 8
7. INDEMNITY
8
8. TERMINATION EVENTS
10
9. PUBLICITY 11
10. NOTICES
12
11. GENERAL
13
SCHEDULE 1: TIMETABLE 17

BLOCK TRADE AGREEMENT OVER SCALES CORPORATION LIMITED STAKE
Date: 23 October 2024
PARTIES
China Resources Enterprise, Limited
Craigs Investment Partners Limited
BACKGROUND
The Seller has requested that CIP underwrite, and arrange, the Sale, and CIP has agreed
to do so, on the terms and subject to the conditions set out in this agreement.
THE PARTIES AGREE as follows:
1 CONSTRUCTION
In the construction of this agreement, unless the context requires otherwise:
(a) business days: anything required by this agreement to be done on a day
which is not a business day may be done effectually on the next business day;
(b) Clauses and Schedules: a reference to a clause or a schedule is to a clause or
schedule of this agreement, and a reference in a schedule to a clause is a
reference to a clause in that schedule;
(c) Currency: a reference to any monetary amount is to New Zealand currency;
(d) Defined Terms: words or phrases appearing in this agreement, including in
the Background, with capitalised initial letters are defined terms and have the
meanings given to them in this agreement;
(e) Documents: a reference to any document, including this agreement, includes
a reference to that document as amended or replaced from time to time;
(f) Headings: headings appear as a matter of convenience and do not affect the
construction of this agreement;
(g) Parties: a reference to a party to this agreement or any other document
includes that party's personal representatives/successors and permitted
assigns;
(h) Person: a reference to a person includes an individual, body corporate, an
association of persons (whether corporate or not), a trust and a state and
agency of a state (in each case, whether or not having separate legal
personality and whether incorporated or existing in New Zealand or
elsewhere);
(i) Related Terms: where a word or expression is defined in this agreement,
other parts of speech and grammatical forms of that word or expression have
corresponding meanings;
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1

U) Schedules: the schedules form part of this agreement;
(k) Singular, Plural and Gender: the singular includes the plural and vice versa,
and words importing one gender include the other genders;
(I) Statutes and Regulations: a reference to an enactment or any regulations is
a reference to that enactment or those regulations as amended, or to any
enactment or regulations substituted for that enactment or those regulations;
(m) Time: a reference to time is to New Zealand time; and
(n) Writing: a reference to "written" or "in writing" includes all modes of
presenting or reproducing words, figures and symbols in a tangible and
permanently visible form.
2. SALE OF SHARES
2.1 China Resources Enterprise, Limited (the Seller) wishes to sell 21,250,000 shares
(Sale Shares) in Scales Corporation Limited (the Company). Craigs Investment
Partners Limited, its affiliates, successors and assigns, as appropriate (CIP) have
agreed to procure the disposal of the Sale Shares (the Sale).
2.2 The Seller must comply with the timetable set out in Schedule 1 to this agreement
(the Timetable) (which may be amended by the Seller with the prior written
consent of CIP). All references to dates in this agreement have the same meaning
as in the Timetable and any defined terms not otherwise defined in this agreement
but defined in the Timetable have the meaning given to them in the Timetable.
2.3 To effect the Sale:
(a) The Seller agrees to sell the total number of the Sale Shares and, subject to
clause 2.3(c), CIP agrees to procure purchasers for the Sale Shares.
(b) Subject to clause 2.3(c), CIP agrees to arrange the sale of the Sale Shares by
procuring purchasers for the Sale Shares at the final per share price for the
Sale Shares (Sale Price) determined under clause 2.4. Purchasers may
include CIP's related companies (as that term is defined in the New Zealand
Companies Act 1993, read as if the expression company includes any body
corporate, wherever incorporated, each a Related Company) and will be
determined by CIP in its discretion.
(c) CIP agrees to underwrite the Sale by purchasing at the Sale Price, which must
not be less than $3.52 per Sale Share (Underwritten Floor Price), the
number of Sale Shares which have not been purchased by third party
purchasers (or CJP's Related Companies) in accordance with clause 2.3(b), or
in respect of which settlement of such purchase (including payment of the
Sale Price) has not occurred, as at 5.00pm (New Zealand time) on the
Settlement Date.
2.4 CJP, in consultation with the Seller, will determine the Sale Price for the Sale Shares
via a bookbuild process (Bookbuild) to be conducted in accordance with the
100554453/3456-8551-3009.1
2

Timetable in Schedule 1 (the closing time of which may be varied by CIP by
agreement with the Seller). The Sale Price must not be less than the Underwritten
Floor Price.
2.5 CIP agrees to provide the Seller with regular updates in relation to the progress of
the Bookbuild, including:
(a) updates on the orders for the Sale Shares obtained throughout the Bookbuild;
(b) the names of the accounts placing orders;
(c) the details of the orders, including sizes of orders, coverage ratios at different
prices, the price of any orders and/or any price limits associated with such
orders and the time of the orders; and
(d) such other information as reasonably requested by the Seller from time to
time.
2.6 In consideration of CIP performing its obligations under this agreement, the Seller
agrees to pay to CIP fees in accordance with clause 5.
2.7 CIP may perform its obligations through any branch or Related Company of CIP.
3. OFFER RESTRICTIONS
3.1 CIP and the Seller will conduct the Sale by way of an offer only to persons in New
Zealand, or to persons outside New Zealand who are institutional or professional
investors in such jurisdictions (but, to avoid doubt, not the United States) to whom
CIP is reasonably satisfied that offers for sale of securities may lawfully be made
without requiring the preparation, delivery, lodgement or filing of any prospectus or
other disclosure document or any other lodgement, registration of riling with, or
approval by, a government agency (other than any such requirement with which the
Seller, in its sole and absolute discretion, is willing to comply), as determined by this
agreement between the Seller and CIP.
The Sale Shares shall only be offered and sold to persons that are not in the United
States and acquire Sales Shares in "offshore transactions" (as defined in Rule 902(h)
under the U.S. Securities Act) in reliance on Regulation Sand including persons that
are dealers or other professional fiduciaries organised, incorporated or (if an
individual) resident in the United States that are acting for an account (other than
an estate or trust) held for the benefit or account of persons that are not "U.S.
persons" (as defined in Regulation S) for which they have, and are exercising,
investment discretions within the meaning of Rule 902(k)(2)(i) of Regulation S in
reliance on Regulation S.
4. SALE AND PURCHASE OF SALE SHARES
4.1 The sale of the Sale Shares will be effected on the Settlement Date in accordance
with New Zealand Clearing Limited's Clearing and Settlement Rules (the Clearing
and Settlement Rules), with settlement to follow the trade date on a T +2 basis
(the date of settlement will be referred to as the Settlement Date).
100554453/3456-8551-3009.1 3

4.2 Subject to clause 9, on the Settlement Date, the Seller shall take all steps
reasonably necessary to procure settlement and CIP shall arrange for the payment
to the Seller, or as the Seller directs, by 4.30pm on the Settlement Date of an
amount equal to the Sale Price multiplied by the number of Sale Shares, less any
fees payable under clause 5, by transfer to the account nominated by the Seller in
writing for value (in cleared funds) against delivery of Sale Shares.
5. FEES
5.1 In consideration of performing its obligations under this agreement, CIP will be
entitled to the fee set out in the engagement letter between CIP and the Seller.
5.2 The fees payable under this clause 5 are payable in New Zealand dollars on (and are
conditional upon) receipt by the Seller of the proceeds of sale of the Sale Shares to
which the fees relate and may be retained by CIP from any amount received as
agent, or deducted from any amount which it is otherwise obliged to pay the Seller,
in respect of that sale. Beneficiary bank handling charges will be borne by the Seller
and remitting bank handling charges will be borne by CIP.
6. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
6.1 Seller
The Seller represents, warrants and undertakes to CIP only at the date of this
agreement and on each date until and including the Settlement Date that each of
the following statements is true, accurate and not misleading:
(a) Body corporate: it is a body corporate validly existing and duly established
under the laws of its place of incorporation;
(b) Capacity: the Seller has full legal capacity and power to enter into this
agreement and to carry out the transactions that this agreement
contemplates;
(c) Authority: the Seller has taken, or will have taken by the time required, all
corporate action that is necessary or desirable to authorise its entry into this
agreement and its carrying out of the transactions that this agreement
contemplates and it has the appropriate authorities to enter into and perform
its obligations under this agreement;
(d) Agreement effective: this agreement constitutes the Seller's legal, valid and
binding obligations, enforceable against it in accordance with its terms;
(e) Sole owner, no encumbrance: the Seller is the holder and sole legal and
beneficial owner of the Sale Shares and owns the Sale Shares free and clear
of all liens, charges, security interests, claims, equities and pre-emptive
rights;
(f) Shares rank equally: following sale by the Seller, the Sale Shares will rank
equally in all respects with all other outstanding ordinary shares of the
Company, including their entitlement to dividends;
100554453/3456-8551-3009.1
4

(g) Power to sell: the Seller has the corporate authority and power to sell the
Sale Shares under this agreement and no person has a conflicting right,
whether contingent or otherwise, to purchase or to be offered for purchase
the Sale Shares, or any of them;
(h) Information true and correct: all information provided by the Seller to CIP in
writing, in relation to the Sale is true and correct in all material respects and
not misleading or deceptive, whether by omission or otherwise in any material
respect;
(i) No contravention: compliance by the Seller with all of the provisions of this
agreement will not conflict with, result in a breach or violation of, or
constitute a default under:
(i) any agreement or instrument to which the Seller is a party or by which
it or any of its properties or assets are bound; or
(ii) any statute, rule or regulation applicable to, or any order of any court
or governmental agency with jurisdiction over, the Seller, its assets or
its properties;
U) No inside information: the Seller (excluding any knowledge of any of its
directors, officers or employees who are not involved in or aware of the Sale)
does not at the date of this agreement have any information relating to the
Company or its securities that is not generally available to the market and
that a reasonable person would expect, if it were generally available to the
market, to have a material effect on the price of the Company's quoted
securities (other than knowledge that it proposes to enter into this agreement
and the transactions contemplated by it) (Inside Information), and the Sale
will not constitute a violation by the Seller of applicable insider trading laws
for which there is no applicable defence;
(k) Information barriers: notwithstanding the warranty provided at 6.l(j), if the
Seller was in possession of Inside Information, in relation to the Sale, the
Seller would be able to rely upon the defence set out in, and is satisfying the
requirements of, section 261(1) of the Financial Markets Conduct Act 2013
(FMCA);
(I) No stabilisation or manipulation: neither the Seller nor any of its Affiliates has
taken or will take, directly or indirectly, any action designed to, or that might
reasonably be expected to, cause or result in the stabilisation or manipulation
of the price of the Sale Shares in violation of any applicable law;
(m) NZX listing: the Sale Shares are quoted on the financial market operated by
NZX Limited known as the NZX Main Board;
(n) No general solicitation or general advertising: none of the Seller, any of its
affiliates (as that term is defined in Rule 501 under the US Securities Act of
1933 (the US Securities Act)) (Affiliates), any person acting on behalf of
any of them (other than CIP or its Affiliates or any person acting on behalf of
any of them, as to whom the Seller makes no representation) has offered or
100554453/3456-8551-3009.1
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sold, or will offer or sell, any Sale Shares in the United States using any form
of "general solicitation" or "general advertising" within the meaning of Rule
502(c) under the US Securities Act; and
(o) No directed selling efforts: with respect to those Sale Shares sold, or to be
sold, in reliance on Regulation S under the US Securities Act (Regulation S),.
none of the Seller, any of its Affiliates, any person acting on behalf of any of
them (other than CIP or its Affiliates or any person acting on behalf of any of
them, as to whom the Seller makes no representation) has engaged or will
engage in any "directed selling efforts" (as that term is defined in Rule 902(c)
under the US Securities Act) and each of the Seller, its Affiliates, and any
person acting on behalf of any of them ( other than CIP or its Affiliates or any
person acting on behalf of any of them, as to whom the Seller makes no
representation) has complied and will comply with the offering restrictions
requirement of Regulation S.
For the purposes of this clause 6.1, the term Affiliate does not include (i) the Seller
and its Affiliates other than the Seller and its Affiliates that it controls or (ii) the
Company and its Affiliates that it controls.
6.2 Craigs Investment Partners Limited
CIP represents, warrants and undertakes to the Seller at the date of this agreement
and on each date until and including the Settlement Date, in respect of itself and
any branch or Related Company of CIP which performs CIP's obligations under this
agreement in accordance with clause 2.7, that each of the following statements is
correct:
(a) Body corporate: it is a body corporate validly existing and duly established
under the laws of its place of incorporation;
(b) Capacity: it has full legal capacity and power to enter into this agreement
and to carry out the transactions that this agreement contemplates;
(c) Authority: it has taken all corporate action that is necessary or desirable to
authorise its entry into this agreement and its carrying out of the transactions
that this agreement contemplates and it has the appropriate licensing,
permits and authorities to enter into and perform its obligations under this
agreement;
(d) Agreement effective: this agreement constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms;
(e) Compliance: it and its Affiliates will perform their obligations under this
agreement, and the Sale will be conducted by it and its Affiliates (including
the making of each offer or invitation to acquire Sale Shares), in accordance
with all applicable laws and regulations in any relevant jurisdiction, including
without limitation any applicable trade sanction or anti-money laundering laws
or regulations, provided that there shall not be a breach of this warranty to
the extent any breach is caused by an act or omission which constitutes a
breach by the Seller of its representations, warranties and undertakings in
clause 6.1 or to the extent that an offer or invitation is made to a person in a
10 0 5544 53/34 56-8551-30 09 .1 6

jurisdiction listed in Section 5 of Schedule 4 of the Master ECM Terms
published by the New Zealand Financial Markets Association whom CIP
reasonably believes having followed the practice typically complied with by
investment banks of international standing in connection with a transaction of
this nature in the relevant jurisdiction, to be a person who is able to give the
warranties and representations listed in that Section for the relevant
jurisdiction and those set out under the heading "Regulation S Offer -
Category 1 - excluding Eligible U.S. Fund Managers" in Section 2 of that
Schedule;
(f) Status: it is a "qualified institutional buyer" (as defined in Rule 144A under
the US Securities Act (QIB)) or is not a "US person" (as defined in Rule
902(k) under the US Securities Act);
(g) No US registration: it acknowledges that the Sale Shares have not been
registered and will not be registered under the US Securities Act and they
undertake to offer and sell the Sale Shares only in accordance with (i) the
provisions of Rule 903 or Rule 904 under the US Securities Act and (ii) Rule
144A under the US Securities Act;
(h) No solicitation: it, its Affiliates and any person acting on behalf of any of it,
has not solicited offers for or offered to sell, and will not solicit offers for, or
offer or sell, the Sale Shares in the "United States" (as defined in Rule 902(1)
under the US Securities Act) using any form of "general solicitation" or
"general advertising" within the meaning of Rule 502(c) under the US
Securities Act;
(i) Broker-dealer requirements: all offers and sales of Sale Shares in the United
States by it and any of its Affiliates will be effected in accordance with all
applicable US broker-dealer requirements;
U) Non-US offers: it, its Affiliates and any person acting on its behalf has offered
the Sale Shares, and will offer and sell the Sale Shares, only in offshore
transactions (as defined in Rule 902(h) under the US Securities Act) in
compliance with Regulation S. With respect to those Sale Shares sold or to be
sold in reliance on Regulation S, none of CIP, its Affiliates nor any person
acting on behalf of any of them has engaged or will engage in any "directed
selling efforts" (as that term is defined in Rule 902(c) under the US Securities
Act);
(k) No stabilisation or manipulation: none of CIP or any of its Affiliates or any
person acting on behalf of any of them has taken or will take, directly or
indirectly, any action designed to, or that might reasonably be expected to,
cause or result in the stabilisation or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Sale Shares in violation
of any applicable law; and
(I) Takeovers Code matters: CIP (or its relevant Affiliates) is a professional
underwriter (in terms of the Takeovers Code (Professional Underwriters)
Exemption Notice 2004) and is entering into this agreement in order to earn
underwriting fees. None of CIP or its Affiliates has a collateral purpose or
100554453/3456-8551-3009.1 7

intention, in respect of CIP's entry into this agreement, of enabling CIP or any
of its Affiliates to increase their control percentage in the Company.
Immediately before CIP's entry into this agreement, the aggregate of the
control percentages of CIP and its Affiliates did not exceed 5% of the voting
rights of the Company.
6.3 Representations and warranties continue in force
The above representations and warranties continue in full force and effect
notwithstanding completion of this agreement.
6.4 Acknowledgement of reliance on representations and warranties
The party or parties giving the above representations and warranties acknowledge
that the other party or parties have relied on these representations and warranties
in entering into this agreement and will rely on these representations and warranties
in performing their respective obligations under this agreement.
6.5 Notification
Each party agrees that it will tell the other parties promptly upon becoming aware of
any of the following occurring prior to the completion of the sale of the Sale Shares:
(a) any material change affecting any of the foregoing representations and
warranties; or
(b) any of the foregoing representations or warranties becoming materially untrue
or materially incorrect.
7. UNDERTAKINGS OF THE SELLER
7.1 The Seller undertakes, prior to the settlement of purchases in accordance with this
agreement and the Clearing and Settlement Rules, not to carry out any activity in
relation to the Sale which breaches:
(a) the FMCA or the Takeovers Regulations 2000;
(b) any other applicable laws or regulations in New Zealand or otherwise;
(c) the NZX Listing Rules;
( d) its constitution; or
(e) any legally binding requirement of the Financial Markets Authority (FMA) or
the. NZX; and
in each case to the extent such breach impacts or could reasonably be expected to
impact on the sale of the Sale Shares, this agreement or the Company, each of
these undertakings being material terms of this agreement.
8. INDEMNITY
8.1 The Seller will keep CIP and their Related Companies and their respective directors,
officers, partners, employees, representatives and agents (Indemnified Parties)
100554453/3456-8551-3009.1 8

indemnified against any losses, damages, liabilities, reasonable costs, claims,
actions and demands (including any properly incurred expenses arising in connection
therewith) (Losses) sustained or incurred in connection with this agreement, the
Sale or any breach of this agreement by the Seller (including any breach of any of
the above representations or warranties given by the Seller) and will reimburse an
Indemnified Party for all reasonable out of pocket costs, charges and expenses
which it may properly pay or incur in connection with investigating, disputing or
defending in good faith and on reasonable grounds any such action, demand or
claim for which it is indemnified under this agreement.
8.2 The indemnity in clause 8.1 does not extend to and is not to be taken as an
indemnity against any Losses of an Indemnified Party to the extent those Losses
result from:
(a) any fraud, recklessness, wilful misconduct or gross negligence of an
Indemnified Party as determined by a judgment of a Court of competent
jurisdiction;
(b) any penalty or fine which the Indemnified Party is required to pay for any
contravention of any law; or
(c) any amount in respect of which the indemnity would be illegal, void or
unenforceable under applicable law as determined by a judgment of a Court
of competent jurisdiction; or
(d) each party paying its own out of pocket costs and expenses (including any
advisers' fees and bookbuild software usage costs) incurred by it in
connection with this agreement or the Sale; or
(e) any tax in respect of fees payable under this agreement,
and provided further that the indemnity in clause 8.1 does not extend to (and will
not be deemed to be an indemnity against) any Losses suffered by an Indemnified
Person solely as a result of the Indemnified Person performing its obligations under
clause 2.3, which includes without limitation:
(f) loss that has resulted from any loss of any fee (as agreed under clause 5 of
the agreement) or other fees and expenses which may have been (but had
not yet become) payable under this agreement, if this agreement had not
been terminated in accordance with its terms; or
(g) loss that is the direct cost of CIP being transferred the Sale Shares under
clause 2.3( c) or is directly attributable to any loss suffered by an Indemnified
Person as a result of a change in the value of the Sale Shares following the
transfer.
8.3 If CIP becomes aware of any suit, action, investigation, proceedings, demand or
claim in respect of which an Indemnified Party wishes to claim for indemnification
under the indemnity contained in this clause 8, CIP must promptly notify the Seller
of the substance of that matter. The failure of CIP to notify the Seller pursuant to
this clause will not release the Seller from any obligation or liability which it may
100554453/3456-8551-3009.1
9

have pursuant to this agreement except that such liability will be reduced to the
extent to which the amount the subject of the indemnity under clause 8 has
increased, as a result of the failure to so notify.
8.4 The Seller also agrees that no Indemnified Party will have any liability to the Seller,
any of its Related Companies and their respective directors, officers, partners,
employees, representatives and agents of any of them or any of the Seller's security
holders or creditors for any Loss suffered by any of them in relation to any event to
which the indemnity at clause 8.1 applies. This release does not apply to the extent
that any Losses are finally judicially determined to have resulted from any fraud,
recklessness, wilful misconduct or gross negligence of the Indemnified Party.
8.5 An Indemnified Party must not admit liability in respect of all or part of, or settle,
compromise, consent to the entry of any judgment in or otherwise seek to terminate
any suit, action, investigation, proceeding, demand or claim to which the indemnity
in clause 8.1 relates without the prior written consent of the Seller, such consent not
to be unreasonably withheld.
8.6 The indemnity in clause 8.1 is a continuing obligation, separate and independent
from the other obligations of the parties under this agreement and survives
termination or completion of this agreement. It is not necessary for an Indemnified
Party to incur expense or make payment before enforcing that indemnity, provided
always that CIP shall repay to the Seller all amounts received under the indemnity to
the extent that such amount exceeds the amount of any Losses actually incurred or
paid by CIP.
8.7 The parties agree that, for the purposes of the Contract and Commercial Law Act
2017, the indemnity in clause 8.1 (as limited by clause 8.2) and the release in
clause 8.4 is intended to confer a benefit on, and be enforceable by, each
Indemnified Party (provided that this agreement may be varied by the parties to it
without the consent of any Indemnified Party).
9. TERMINATION EVENTS
9.1 CIP termination events
CIP may, without costs or liability, terminate its obligations under this agreement by
giving written notice to the Seller at any time, up to and including, 10.00am on the
Settlement Date in any of the following circumstances:
(a) the NZX 50 index declines by an amount equivalent to 10% or more of the
level of that index as at the close of trading on the Business Day immediately
preceding the date of this agreement;
(b) the Seller contravenes any applicable provisions of the FMCA or any other
applicable laws or regulations in New Zealand or otherwise or any
requirement of the FMA or the NZX, other than to the extent that the Seller
has the benefit of a waiver or exemption under applicable laws or a defence
under section 261(1) of the FMCA in relation to any such provision or
regulation or requirement;
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(c) the FMA issues or threatens to issue proceedings in relation to the Sale or
commences, or threatens to commence any inquiry or investigation in relation
to the Sale (other than in respect of the actions of CIP where such actions are
not contemplated by this agreement);
(d} the NZX suspends trading of ordinary shares in the Company on the NZX Main
Board, unless only as a consequence or in contemplation of the Sale, either by
their own initiative or at the request of the Company or the NZX removes the
Company from the official list of NZX, or the NZX announce any intention to
do any of the foregoing;
(e) the Seller defaults in the performance of any of its material obligations under
this agreement; or
(f) a representation, warranty or undertaking given by the Seller in this
agreement is not true or correct,
provided that CIP may only terminate its obligations in any of the above
circumstances if, in its reasonable opinion, the circumstances or combinations
thereof:
(g) have or would reasonably be expected to have, a material adverse effect on:
(i) the willingness of persons to purchase the Sale Shares; or
(ii) the price at which ordinary shares in the Company are traded on the
NZX Main Board; or
(h) would reasonably be expected to give rise to a material liability for CIP under
the FMCA or other applicable law.
9.2 Seller termination events
The Seller may, without costs or liability, terminate its obligations under this
agreement by giving written notice to CIP at any time up to and including 10.00am
on the Settlement Date if the NZX SO index increases by an amount equivalent to
10% or more of the level of that index as at the close of trading on the Business Day
immediately preceding the date of this agreement.
9.3 Effect of termination
Subject to clause 8.6, if this agreement is terminated, neither CIP nor the Seller will
have any obligations under this agreement. Any termination of this agreement will
be without prejudice to any accrued rights or obligations arising before or in relation
to such termination.
10. PUBLICITY
The Seller and CIP will consult with each other in respect of any material public •
releases by any of them concerning the Sale. The prior written consent of the other
party (such consent not to be unreasonably withheld or delayed) must be obtained
prior to any party making any release or announcement or engaging in publicity in
relation to the Sale on or before the Settlement Date, and such release,
100554453/3456-8551-3009.1
11

announcement or engagement must be in compliance with all applicable laws,
including the securities laws of New Zealand and any other jurisdiction.
11. NOTICES
A notice, approval, consent or other communication in connection with this
agreement must be:
(a) in writing;
(b) marked for the attention of the person specified in this clause; and
(c) left at the address of the addressee, or sent by email to the email address of
the addressee which is specified in this clause or if the addressee notifies
another address or email address then to that address or email address.
The address, email address and addressee of each party is:
The Seller
Address: 39/F, China Resources Building
26 Harbour Road
Wanchai, Hong Kong
Email: cre.csd@cre.com.hk
Attention: General Manager of Corporate Strategy and Development Department
With a copy to:
Attention: Ian Beaumont/ General Counsel of China Resources Enterprise, Limited
Email: ian.beaumont@russellmcveagh.com / cre.lcd.@cre.com.hk
CIP
Craigs Investment Partners ·Limited
Address:
Level 36
Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Email: William.Rattray@craigsip.com
Attention: William Rattray
with a copy (which will not constitute notice) to: roger.wallis@chapmantripp.com
A notice, approval, consent or other communication takes effect from the time it is
received unless a later time is specified in it, but if it is received after 5.00pm in the
100554453/3456-8551-3009. I 12

place of receipt or on a non-business day in that place, it is to be deemed received
at 9.00am on the next business day in that place. A notice, approval, consent or
other communication is shall be deemed to have been received, if sent by email,
four business hours after the time sent (as recorded on the device from which the
sender sent the email) unless the sender receives an automated message that the
email has not been delivered.
12. GENERAL
12.1 Governing Law
The laws of New Zealand shall govern this agreement. The parties submit to the
non-exclusive jurisdiction of the New Zealand courts.
12.2 Severability
Each provision of this agreement is severable. If the whole or part of any provision
is or becomes void, unenforceable or illegal in a jurisdiction, it is severed for that
jurisdiction. The remaining provisions will not be affected.
12.3 Entire Agreement
This agreement comprises the entire agreement between the parties in relation to its
subject matter and supersedes all previous understandings, agreements or
arrangement whether written or oral.
12.4 Waiver and Variation
A provision of or a right created under this agreement may not be:
(a) waived except in writing signed by the party granting the waiver; or
(b) varied except in writing signed by the parties.
12.5 Remedies Cumulative
The rights, powers and remedies provided in this agreement are cumulative with
and not exclusive of the rights, powers or remedies provided by law independently
of this agreement.
12.6 Assignment
The rights and obligations of each party under this agreement cannot be assigned
without the prior written consent of the other party.
12.7 Counterparts
This agreement may be executed in any number of counterparts and all
counterparts taken together will be regarded as one instrument.
12.8 Further Assurances
Each party agrees, at its own expense, on the request of the other parties, to do
everything reasonably necessary to give effect to this agreement and the
transactions contemplated by it, including, but not limited to, the execution of
documents.
100554453/3456-8551-3009.1 13

12.9 Approvals and Consents
A party may give conditionally or unconditionally or withhold its approval or consent
in its absolute discretion unless this agreement expressly provides otherwise.
12.10 Time
All dates and times referred to in this agreement are New Zealand dates and times.
12.11 Goods and services tax
If goods and services tax (GST) is payable in respect of any supply made or deemed
to be made by a party under this agreement, then that party may recover from the
recipient of the supply an amount equal to the GST payable, in addition to and at
the same time as any payment or other consideration for the supply. The supplier
must provide a tax invoice for the supply to which the GST relates. CIP
acknowledges that any supplies by CIP to the Seller under this agreement are zero-
rated for GST purposes.
12.12 Acknowledgement
The Seller acknowledges that CIP is not obliged to disclose to the Seller or utilise for
the benefit of the Seller, any non-public information which CIP obtains in the normal
course of its business where such disclosure or use would result in a breach of any
obligation of confidentiality or any internal Chinese wall policies of CIP.
12.13 No fiduciary duty
The Seller acknowledges and agrees that:
(a) CIP is engaged solely as an independent contractor;
(b) CIP will be acting solely pursuant to a contractual relationship on an arm's
length basis with respect to the transactions contemplated by this agreement;
and
(c) CIP will not act as a financial advisor or a fiduciary to the Seller or any other
person.
100554453/3456-8551-3009.1 14

EXECUTION
Craigs Investment Partners Limited
h\J•
Signature of Authorised Signatory
Justin Queale
Name of Authorised Signatory
100554453/3456-8551-3009.1
Signature of Authorised Signatory
William Rattray
Name of Authorised Signatory
15

China Resources Enterprise, Limited
by:
to
sed Signatory
Name of Authoris~ Signatory
100554453/3456-8551-3009 .1
16

SCHEDULE 1: TIMETABLE
Execute Agreement
Book opens
Book closes and Sale Price determined
Settlement Date (T +2)
100554453/3456-8551-3009.1
5.00pm, 23 October 2024
By 5.15pm, 23 October 2024
On or around 7.00pm, 23 October 2024
25 October 2024
17