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BIF - Updated Offer Document

Regulatory11 December 2024BIFFinancials

Booster
Innovation

Fund

Product Disclosure Statement

Offer of units in the Booster Innovation Fund

of the Booster Innovation Scheme

Issuer: Booster Investment Management Limited

This document replaces the Product Disclosure Statement dated 21 December 2023.

This document gives you important information about this investment to help you decide whether you want to invest. There is other

useful information about this offer on www.disclose-register.companiesoffice.govt.nz. Booster Investment Management Limited

has prepared this document in accordance with the Financial Markets Conduct Act 2013. You can also seek advice from a financial

advice provider to help you to make an investment decision.

11 December 2024

Booster Innovation Fund2
1. Key information summary

What is this?

This is an offer of units in the Booster Innovation Fund

(Fund) of the Booster Innovation Scheme (Scheme).

Your money will be pooled with other investors’ money

and invested. Booster Investment Management Limited

(Booster, we, our or us) invests the money in assets, such

as unlisted shares in early-stage companies (directly or

indirectly), and takes fees.

The assets and fees are described in this document. By

investing in the Fund, you are relying on the investment

decisions of Booster and returns from the assets that the

Fund invests in. There is a risk that you may lose some or all

of the money you invest.

Who manages this Scheme?

We, Booster Investment Management Limited, are the

manager of the Scheme. The Fund is currently the only

investment option in the Scheme.

You’ll learn more about us in Section 9 – About Booster and

others involved in the Fund.

What are you investing in?

The Fund is a managed investment scheme established

to invest in a portfolio of early-stage companies founded

on intellectual property originated or developed in New

Zealand that are selected on the basis that they have the

potential to become commercially successful globally. The

Fund is listed on the NZX Main Board (with the code BIF).

Early-stage company investing is generally considered

the riskiest type of equity investing because many more

early-stage companies fail than mature companies. It can

take many years before a company becomes successful,

and most externally funded companies have years of

unprofitable activity before they reach the point of making

money. Early-stage company investing requires patience.

However, those companies that do succeed tend to greatly

reward their investors through high returns. Because the

Fund holds investments in a number of companies as part

of a portfolio, it is to be expected that some companies will

gain in value while others will lose some or all of their value.

Despite the benefit of this portfolio approach, significant

investment losses can occur. If you are unsure whether this

investment is suitable for you or how much to invest, we

recommend you seek professional advice.

This is a continuous offer meaning the Fund will accept

applications from investors on an ongoing basis, though these

applications will generally only be processed by us monthly.

Money raised from investors will be used to acquire an

interest in additional early-stage companies or make follow-on

investments in existing companies that are seeking expansion

capital.

Investment Objective - the Fund aims to provide investors

with an exposure to a diversified portfolio of early-stage

companies founded on intellectual property originated or

developed in New Zealand.

Investment Strategy - the Fund will seek to invest in a

diversified portfolio of investments in conjunction with a

range of other specialist investors, across a range of different

business sectors and stages of development to optimise the

expected returns from early-stage investments.

As at the date of this document the Fund invests in a

specialised portfolio of over 30 early-stage companies,

either directly or through its interest in NZ Innovation

Booster Limited Partnership (NZIB). NZIB is a partnership

between Booster Financial Services Limited (our parent

company), Victoria Link Limited (Wellington UniVentures)

and Otago Innovation Limited (OIL) which are the technology

commercialisation arms of Victoria University of Wellington

and University of Otago respectively. The portfolio includes

companies ranging in their stage of development, industry

sectors and innovation types. It includes:

• companies developing healthcare solutions to improve

clinical outcomes, to prevent or treat disease or improve

health and wellbeing,

• companies developing software solutions to improve user

outcomes,

• companies developing technologies to advance

electrification, energy efficiency or decarbonisation,

• companies developing solutions to improve food security

and supply, and

• companies developing other advanced technology and

science solutions.

See Section 2 - What the Booster Innovation Fund invests in for

an overview of each of the companies currently invested in.

The Fund is not permitted to borrow, either directly or via its

underlying funds.

ProductUnits in the Booster Innovation Fund.

How you investYou can invest in the Fund by completing and submitting an application form to us or through your

financial advice provider.

Alternatively, you can purchase units on market at the quoted price through an NZX participant

(such as a broker) or by arrangement through us.

Unit PriceIf units are purchased directly from the Fund, the price for the units will be the Unit Price applicable

for the day on which your investment money is processed (generally the first business day of the

month). The Unit Price is the net asset value of the Fund (being the value of all assets less the value

of all liabilities) divided by the number of units on issue. There is no fixed price for the units and no

fixed or indicative range within which that price may be fixed.

If you buy or sell units on the NZX Main Board, the price you pay may be higher or lower than the

Fund’s published Unit Price.

Key terms of the offer

Booster Innovation Fund3
How can you get your money out?

Units in the Fund are quoted on the NZX Main Board. This

means you may be able to sell your investments on the NZX

if there are interested buyers. The amount you get may be

less than the amount that you invested.

The Fund will also aim to make a limited amount of cash

available for withdrawals on a quarterly basis. However,

due to the limited cash available for withdrawals and

uncertain demand for withdrawals by other investors, you

should regard an investment in this Fund as not readily

redeemable when making your investment decision and the

Fund has no fixed date on which you may get your money

back. Refer to Section 3 – Terms of the Offer for further

details on withdrawals. It is recommended that you only

invest money that you do not expect to need access to for a

number of years. A withdrawal charge of up to 10% applies

to amounts that are redeemed. See the What fees will you

pay? section below for further details.

In the event of a sale of an investment by the Fund (or by an

underlying fund and where the proceeds of the sale have

been distributed to the Fund), we may, at our discretion,

make some or all of the proceeds available for withdrawal

from the Fund. While infrequent and unpredictable, this

may provide an opportunity for investors to redeem some

of their units at the Fund’s Unit Price which would not be

subject to the withdrawal charge.

All withdrawals are processed at the Unit Price applicable

on the day of withdrawal. The Unit Price is calculated as

described in the table above.

Key drivers of returns

The key drivers of returns on your investment in the Fund

are:

Success of the investee business. An early-stage business

is a high-risk investment. Many early-stage businesses fail

to achieve their objectives or to reach profitability. Key

drivers of a successful early-stage business are typically:

• Success in proving the effectiveness of their

technology and product market fit;

• Success in establishing a strong customer base;

• Degree of protection of the intellectual property from

imitation; and

• A strong senior team.

In order to improve expected investment outcomes,

we utilise a partnership or co-investing model, where

investments are made, directly or indirectly, in conjunction

with other investors who have relevant experience and

expertise in investing in early-stage businesses.

Access to diversity of investment opportunities.

The spreading of investment risk through diversification is

a critical element of successful investing in a portfolio of

early-stage businesses. Capital contributions from new and

existing investors are required to provide the Fund with the

capital necessary to enable it to expand from its current

investment portfolio of over 30 active investments to a

broader portfolio of more than 40 investments. We have

extensive networks within New Zealand across universities,

the public and private sectors to enable the Fund to have

access to a good flow of investment opportunities to

achieve a broad range of investments within its portfolio.

Performance-based fee only, with low fixed costs.

Investing in early-stage companies is traditionally expensive

and often associated with high fixed fees and costs, which

can quickly erode the value of a fund that is not consistently

delivering high investment returns. In this Fund, we only

charge a performance-based fee on returns above a

hurdle return. This aligns the interests of the manager

and the investor and means we may earn high fees for

high performance, but will earn no fees for investment

performance below 10% per annum. See Section 7 – What

are the Fees? For further details.

Portion of the capital of the Fund deployed. As a

continuous issuer, the Fund anticipates it will issue new

units on a monthly basis and may undertake specific capital

raising activities. The extent to which suitable investment

opportunities are found will impact the level of uninvested

cash, which will have an effect on the Fund’s return because

the cash is not committed to an investment. We monitor

the level of cash held by the Fund to ensure that, so far as

practicable, it is appropriate for the level of future expected

investment opportunities.

Further information about the key drivers of returns for the

Fund and the key strategies and plans we take in respect

of those drivers is provided in Section 2 – What the Booster

Innovation Fund invests in under the heading ‘Future

Performance of the Fund’.

How much you

can invest

The minimum initial investment in the Fund is $1,000. While you’re not required to make any further

investments, you can invest more by making additional investments (minimum $500).

For trading on the NZX, your broker will be able to advise on the minimum parcel size.

While the amount you invest is up to you, we may refuse to accept, or may reduce, your initial or

additional investment in the Fund to ensure the Fund does not hold excessive levels of cash.

Offer dates and

NZX Quotation

The Fund was first registered on 11 November 2021 and quoted on the NZX Main Board on 2 March

2022. As a continuous offer, there is no close date for this offer, though this Product Disclosure

Statement may be updated from time to time.

For further details on the terms of this offer, see Section 3 – Terms of the Offer.

Booster Innovation Fund4
Key risks of this investment

Investments in managed investment schemes are risky.

You should consider whether the degree of uncertainty

about the Fund’s future performance and returns is suitable

for you. The price of the Fund’s units should reflect the

potential returns and the particular risks of these units.

We consider that the most significant risk factors that could

affect the value of the Fund’s units are:

A business fails to successfully commercialise its

intellectual property. This is the risk that an early-stage

company in which the Fund has invested does not meet

expectations, resulting in a low investment return or total

loss of capital invested, which may reduce the return of the

Fund’s portfolio overall.

Higher volatility of returns than traditional equity

investments. Due to the high risk of early-stage businesses,

their value can fluctuate widely over short timeframes,

depending on the progress they make against their business

plans, the confidence of their shareholders in the likelihood

of their success, and the willingness of existing and

potential investors to contribute more capital to continue to

support the business. This means the value of investments

may go up and down faster and further in comparison to

investing in many other investment classes (including listed

equities).

Liquidity and withdrawal risk. This is the risk that, due to

the Fund facilitating limited and infrequent withdrawals,

an investor is unable to sell their investment at a time that

suits them or that when seeking to sell through the NZX

they are unable to find a buyer, or that the NZX quoted

price of the units is lower than the Unit Price, or in certain

circumstances, trading of the Fund’s units on the NZX is

suspended. This may affect the timing or value obtained by

an investor wishing to sell their investment.

Concentration of investments. This is the risk that the

value of the Fund’s investment returns do not meet the

long run expectations of a well-diversified portfolio of

early-stage investments due to the investments being

concentrated in particular sectors, or concentrated in a

particular stage of business development, or by holding a

relatively small number of investments. Currently the Fund

has over 30 active investments and as a result, the returns

of the Fund may be more volatile compared to when a more

diversified portfolio (indicatively more than 40) is achieved.

Concentration could also occur following a significant

upward revaluation of an investment due to its success,

resulting in a single company becoming a large portion of

the Fund value.

Booster Innovation Fund’s financial information

Selected historic financial information is presented for the period 1 April 2023 to 31 March 2024 from audited annual

financial statements.

1

These investments are presented at their fair value as at the relevant balance date.

Since 31 March 2024 the Fund has acquired additional investments which as at 4 December 2024 are valued at $0.963

million, of which $0.094 million is by way of additional units in NZIB. The Fund is expected to acquire two additional

investments during December 2024 which it has assigned an expected value as at 4 December 2024 of $0.512m. An

independent valuation has not been obtained in respect of these investments, as we (in conjunction with our investment

partners) consider we have sufficient information to assess their value. See Section 4 – How the Booster Innovation Fund

works for more details of the valuation of investments.

For a summary of the Fund’s investment exposures as at 4 December 2024, see Section 2 – What the Booster Innovation

Fund invests in.

Statement of Financial Performance of the Fund

For the period 1 Apr 2023

to 31 Mar 2024

$'000

Investment income1,628

Fees and expenses(35)

Net income before tax 1,593

Statement of Financial Position of the Fund

As at 31 Mar 2024

$’000

Cash350

Investments held at fair value

1

19,139

Performance fee payable-

Other Payables(34)

Net assets19,455

Booster Innovation Fund5
What fees will you pay?

The table below summarises the fees and expenses that you will be charged to invest in this Fund. Further information about

fees is set out in Section 7 – What are the fees?

A summary of the fees and expenses and the basis on which they are charged is:

2

Goods and Services tax (GST) is not included in any of the fees stated. GST will be added to any fees where applicable, including to the performance-based fee.

Fee Category

2

Fee Type and rateBased onPaid to

Performance

based fee

Where the Fund’s performance exceeds the hurdle rate

of return (of 10% per annum), we are paid an annual

performance-based fee (in units in the Fund) equal to 20%

of the excess return.

Excess return

above the hurdle

rate of return.

Booster

Capital raising

expenses

Direct expenses incurred in securing the commitment

of future capital to the Fund such as brokerage or

underwriting fees.

Actual expenses

incurred.

External parties

such as brokers.

Other fund

administration

expenses

Direct expenses of the Fund up to $30,000 + GST per year

may be charged to the Fund. These expenses include the

costs related to the supervisor, audit, Fund related legal

fees, NZX listing related fees and independent valuations.

Any direct expenses above $30,000 + GST per annum are

paid by Booster.

Actual expenses

incurred (capped

at $30,000 +GST

per annum).

External parties

such as the

supervisor, auditor,

valuers, NZX and

legal advisers.

Other fund

administration

expenses from

underlying funds

The Fund holds units in NZIB and may, in future, hold

interests in other underlying funds. NZIB and these other

underlying funds may also incur fund administration costs

such as audit, independent valuations, legal fees and

independent director fees (if any).

These are not subject to the $30,000 + GST per annum cap

referred to above.

Actual expenses

incurred.

External parties

such as the

trustee/supervisor,

auditor, valuers,

legal advisers

and independent

directors (if any).

Management feeNo management fees are chargedn/an/a

Withdrawal chargeFor withdrawals made directly from the Fund, a withdrawal

charge will be applied.

After the 5th anniversary of your acquisition of the units

being redeemed, the withdrawal charge is capped at 5% of

the amount redeemed.

Withdrawals before the fifth anniversary of your acquisition

of the units being redeemed incur a higher charge, starting

at 10% of the amount redeemed, and reducing by 1% for

each complete year since the units being redeemed were

acquired.

Note this charge does not apply where the Fund has made

funds available for withdrawal from the proceeds of the

sale of an investment, nor to sales of units on the NZX.

Value of amount

withdrawn from

the Fund

Retained by the

Fund to cover the

funding cost of the

cash available for

withdrawals.

NZX brokerage feeIf you buy or sell units in the Fund through an NZX

Participant (such as a broker), they may also charge you a

fee for their services.

Value of

transaction

(minimums may apply)

NZX Participant

We have not provided any prospective financial information in respect of this Fund, and as a result are unable to provide

any estimates in respect of the performance-based fees to be charged. It is estimated that total other fund administration

expenses (including from underlying funds) of $52,000 (plus GST) will be incurred for the current financial period.

Valuation uncertainty. This is the risk that the fair value of

each of the investments is inherently uncertain due to the

subjective nature of valuations, meaning our assessment of

the fair value of the investments (reflected by the Unit Price)

may be different to other assessments of the fair value of

the Fund’s investments and may impact an investor’s ability

to buy or sell units at their own assessment of the fair value.

Capital contributions are insufficient to achieve

diversification. This is the risk that the Fund does not raise

sufficient capital to allow it to obtain a diverse portfolio of

investments within a reasonable timeframe.

This summary does not cover all of the risks. You should also

read Section 6 – Risks to returns from the Booster Innovation

Fund.

Booster Innovation Fund6
How will your investment be taxed?

The Fund is a Listed PIE. The amount of tax that the Fund pays is calculated at the rate of 28% on its taxable income, which

includes interest, dividends, and deemed dividends for foreign investments, but excludes capital gains it makes on the sale

of its share interests. See Section 8 – Tax for more information.

Fees and expenses to 31 March 2024

As a dollar

value

As a percentage

of average net

asset value

3

Fees and expenses charged by the manager and its associated persons

4

$00%

Fees and expenses charged by other persons

Includes costs paid to the supervisor, auditor, Fund related legal fees, independent valuations (direct and

through underlying funds)

$58,9120.30%

Total$58,9120.30%

3

The percentage is calculated based off the dollar amount divided by the average net asset value of the Scheme’s Fund for the relevant period.

4

The performance-based fee is calculated and paid (in units) for the financial period ended 31 March each year.

If you acquire units on the NZX, you cannot automatically redeem them from the fund. To be able to redeem them you will

need to apply to Booster to transfer the holding of those units to the custodian Asset Custodian Nominees Limited (ACNL)

– contact Booster if you want to explore this. If this transfer is done and you then seek to redeem your units from the fund,

in the absence of satisfactory proof of the date you acquired the units on NZX we will take the acquisition date for the

purposes of calculating the withdrawal charge as the date the units transferred to ACNL.

Booster Innovation Fund7
Table of contents

Section 1Key information summaryPage 2

Section 2What the Booster Innovation Fund invests in Page 9

Section 3Terms of the offerPage 42

Section 4How the Booster Innovation Fund works Page 44

Section 5Booster Innovation Fund’s financial information Page 48

Section 6Risks to returns from Booster Innovation Fund Page 49

Section 7What are the fees? Page 52

Section 8TaxPage 55

Section 9About Booster and others involved in FundPage 56

Section 10How to complainPage 57

Section 11Where you can find more informationPage 57

Section 12How to applyPage 57

Booster Innovation Fund8
New Zealand has a reputation for ingenuity and resourcefulness. This practical problem-solving mentality of the past has

been replaced by modern day innovators and researchers seeking to solve global problems and build great businesses

which gives the Fund the potential to positively impact the world we live in.

We believe it is important that we support these ambitious Kiwi businesses with funding that allows them to stay Kiwi

owned for longer, so we can keep jobs and intellectual property here. We want to see these companies realise their growth

potential in international markets and enhance their performance by providing them much needed investment capital.

Since 2018 we have invested in innovation originating from Victoria University of Wellington, expanding in 2021 to include

the University of Otago, and from 2021 a wider community of New Zealand innovators, to build a diverse portfolio that

can have a meaningful global impact. Through our investment partnerships, we have seen first-hand how our collective

experience alongside our co-investors can help build exciting businesses of the future.

Businesses in the investment portfolio are developing many important solutions to a variety of problems including aiming to

improve human health and animal welfare, reduce environmental impact, offer clean energy or improve energy efficiency,

improve food security and supply and many other global challenges.

We consider that a small allocation of higher risk/ potentially higher return investment opportunities such as in

early-stage businesses is appropriate for Booster’s long-term investment portfolios. And for that reason, we have made a

long-term commitment to support more young businesses become sustainable, and to build more valuable partnerships

with research organisations and likeminded investors. Most importantly we are also providing all Kiwis the opportunity to

invest in the future of these young companies, which are traditionally only available to wholesale investors. To demonstrate

our commitment, we share in the investment returns when you do. We don’t charge a base management fee. We will

receive a performance-based fee if the performance of the fund exceeds 10% per annum.

The Fund is listed on the NZX. Traditionally, the lack of liquidity in investing directly in early-stage companies or in specialist

investment funds has been a significant barrier for potential investors. While providing liquidity will continue to be

challenging given the nature of the underlying investments, quotation on the NZX provides an important additional avenue

for our investors.

By pooling funds and investing into these businesses together, we can help keep jobs and the financial benefits of

innovation in New Zealand for longer and recycle Kiwi money back into great Kiwi businesses.

Allan Yeo

Managing Director, Booster

At Booster, we’re passionate about

supporting New Zealand ingenuity

and innovation, and creating funds

that are available to all Kiwi investors.

— Allan Yeo

Booster Innovation Fund9
2. What the Booster Innovation Fund invests in

Key Features of the Fund

The Fund provides investors with an opportunity to invest

in a specialised portfolio of early-stage companies founded

on intellectual property originated or developed in New

Zealand that are selected on the basis that they have the

potential to become commercially successful globally.

The Fund aims to support the development of viable

companies based on intellectual property that create high

value jobs, exports and international opportunities for

New Zealand. The Fund seeks to make it possible for these

companies to continue to grow from New Zealand.

Research, summarised below, has shown that a portfolio

of early-stage companies potentially delivers significantly

higher returns than broader listed equity markets. The

Fund’s investment strategy is to seek to hold a diversified

portfolio of early-stage businesses to maximise the potential

for achieving such a return.

The Fund intends to invest in all stages of company

development from formation through to being an

established business (which are collectively referred to as

‘early-stage’ in this document):

Company formation (or sometimes referred to as ‘seed’).

This is the pre-revenue company establishment stage once

the intellectual property is ready for commercialisation.

It involves the employment of initial staff, formation of

the Board, confirmation of the business model including

product development, market validation and initiating

the company intellectual property strategy. Typically, the

company secures initial investment in the order of $1 million

and this takes the company through the first 18 months of

its existence.

Early stage (or sometimes referred to as ‘start-up’).

This stage frequently involves more than one investment

which provides funding for product development, pilot

production, team expansion and the first sales. Capital

funding typically provides the business with sufficient cash

for 2-4 years.

Expansion (or sometimes referred to as Series A, B etc.)

At this stage the company has proven its technology and is

seeking to expand its market share and scale its business

operations and capability.

As a company progresses through these stages, its risk is

normally reduced, particularly the technology and market

risks, the time to profitability reduces, and valuations

typically increase to reflect this.

The Fund’s investments all have a common element –

intellectual property originated or developed in New

Zealand and are seeking to solve global problems and build

great businesses which gives the Fund the potential to

positively impact the world we live in. We (together with

our co-investment partners) have strong networks and

experience in both the public and private sector. We have

established an initial portfolio of investments in a range

of sectors and industries and underpinned by a range of

technology and science capabilities.

5 The (US) Refinitiv Venture Capital index is constructed based on observed valuations of venture-backed firms at discrete points in time, such as during

funding rounds, acquisitions, and exits. The data is extended in a model which then provides more frequent estimates of value based on observable market

indicators, and has a return history dating back more than 25 years. The NZ experience may differ from the US experience, although US investors are

participants in the New Zealand venture capital market.

6 The Wall Street Journal 19 September 2012 – The Venture Capital Secret: 3 Out of 4 Start-Ups Fail, quoting a research paper by Shikhar Ghosh, a senior

lecturer at Harvard Business School.

7 New Zealand Venture Investment Fund report – NZ early stage company investment valuations December 2018.

Investing in Early Stage Businesses

Investment Returns

Guidance on the return potential from early-stage private

company investment can be taken at a high level by

performance analysis of the (US) Refinitiv Venture Capital

Index (previously known as the Thomson Reuters Venture

Capital Index)

5

. While this established index is well diversified

and focused on venture capital (which in the US can range

from start-up companies through to listing or sale to a larger

company), it does provide some insight into the enhanced risks

and potential rewards of investing in this sector.

Since its inception in 1995, the Venture Capital Index has risen

well ahead of the equivalent listed market (using the S&P 500

as a proxy), with the excess returns averaging 10% p.a. On a

medium term (rolling 5 year) basis, the only notable period of

the venture capital index materially underperforming the listed

market was following the bursting of the ‘technology bubble’,

where index returns were behind the S&P 500 for five-year

periods ending between 2004 and 2007 while, there was some

less material lag in returns for five-year periods ending in 2023

(albeit returns were still positive).

Investment Risks

Early-stage equity investing comes with higher risk on an

individual company basis:

• Volatility. The data referred to above also showed that

volatility of returns (the amount of annual variation of

returns) was on average approximately three times higher

than for the listed equity market.

• Failure Rate. As an illustration of high failure rates in

early-stage businesses, the United States National Venture

Capital Association has estimated that 25%-30% of

venture-backed businesses fail, while Harvard Business

School research in 2012

6

estimated that 75% either fail or

only partially return the capital committed by investors.

Both are consistent with typical rules of thumb in venture

capital investment, where two to three investments out

of ten make some capital return and one or two out of ten

investments would be expected to produce substantial

returns, driving overall results.

Data from New Zealand Venture Investment Fund

7

is

somewhat consistent and indicates that 28% of start-up

investments fail after an average of 4 years. Therefore,

there is a risk that you may not be able to recover your

original investment in part or in whole and/or you may not

receive the returns you expect due to the inherent risk of

early-stage equity investment.

Diversification or investing in a diversified fund, is therefore

key to ensuring the specific investment risk is adequately

mitigated. We utilise our extensive professional networks

to access investment opportunities to help build a diverse

portfolio of investments.

Booster Innovation Fund10
Statement of Investment Policy and

Objectives and Investment Strategy

The Statement of Investment Policy and Objectives (SIPO)

of the Fund and its investment strategy are summarised

below.

Investment Objective

The Fund aims to provide investors with an exposure to a

diversified specialised portfolio of early-stage companies

founded on intellectual property originated or developed in

New Zealand.

Investment Strategy

The Fund will seek to invest in a diversified portfolio of

investments in conjunction with a range of other specialist

investors, across a range of different business sectors and

stages of development to optimise the expected returns

from early-stage investments.

The key elements of the Fund’s strategy are:

• Partnering;

• Diversification; and

• Co-investing.

• Partnering. The Fund will seek to partner with entities

that have expertise in developing and commercialising

intellectual property. For example, we have a close

relationship with Victoria University of Wellington and

University of Otago (through NZIB) and are developing

other similar relationships. We (together with our

investment partners) have extensive experience and

networks in the public and private research sectors in

New Zealand, which gives the Fund greater visibility

and access to investment opportunities as they arise.

• Diversification. The Fund will seek to diversify its

portfolio by investing in many businesses, and intend

for those investments to be spread across a range

of business sectors and technologies and across the

different stages of a company’s development. As we

extend our professional networks with different entities

that have specialised areas of focus or expertise, such

as biotechnology, software or plant research, this

provides increased diversification opportunities.

• Co-investing. The Fund will seek to invest alongside

other investors or companies with relevant expertise

in the field of each new venture to provide the Fund

access to additional investment opportunities and

expertise. For example, we have formed a relationship

with Matū, a New Zealand fund manager specialising

in funding and supporting companies founded on

scientific discoveries. Co-investing has the benefit of

reducing risk (as a greater number of investments can

be made with lower capital committed to any individual

business) and reducing acquisition costs (as due

diligence is performed by those with relevant expertise

and shared across the partners).

Investment opportunities are identified either directly by

us or via our investment partners and co-investors. We

proactively engage our network to identify opportunities at

regular pipeline meetings with co-investors, attendance at

innovation and investment events and discussions with tech

transfer and commercialisation offices at New Zealand’s

Universities and Crown Research Institutes.

The investments are assessed against a range of investment

criteria that consider the quality of the New Zealand

innovation, the quality of the company leadership, market

access, the commitment obtained from a specialist third

party investor and the capital required to build a sustainable

business.

The Fund will balance allocations of capital between seed/

early-stage investment rounds and subsequent expansion

investment rounds to construct its portfolio. Seed/early-

stage investment rounds into any one company will on

average be at a lower amount than placements in expansion

rounds, which could be up to two times higher. The Fund

will have further information about a company’s progress

since the Fund’s seed/early-stage investment and will

be able to review the company’s ability to deliver on its

business plan. This will inform the Fund’s subsequent

investment decision to support companies that are

demonstrating good progress against milestones. The Fund

will typically allocate a larger portion of its total funds to

expansion investment rounds compared to seed/early-stage

investment rounds to help mitigate overall investment risk.

Return Objective

The Fund aims to deliver a significant total rate of return

(net of fees but before tax) that outperforms the NZX 50

Index over rolling 15-year periods.

Investments

While the Fund’s main investments are intended to be in

New Zealand equity securities (including instruments that

provide an equity-like exposure), its permitted investments

also include cash, cash equivalents or loans, and to invest

overseas where the business is commercialising intellectual

property originated or developed in New Zealand. The Fund

can obtain these investment exposures either by investing

directly in these investments, or indirectly by investing

in NZIB and other underlying funds such as managed

investment schemes and limited partnerships.

The Fund’s benchmark asset allocation and ranges are as

follows:

Sector

8

BenchmarkRange

Cash and cash

equivalents

9

2%0% - 100%

Equities

9

98%0% - 100%

Fixed Interest0%0% - 25%

8 The Fund can invest in these sectors either by investing directly in these investments, or indirectly by investing in NZIB and other underlying funds such as managed

investment schemes and limited partnerships.

9 The Fund may hold a large proportion of cash for a period of time following receipt of application monies as it seeks to acquire interests in businesses that meet

the investment criteria of the Fund, or following the sale of an investment. Equities includes securities that provide an equity-like exposure such as convertible notes,

limited partnership interests and Simple Agreement for Future Equity (SAFE) notes.

As at 4 December 2024, the Fund holds 57.7% of its

investment through NZIB and it is through that investment

that the Fund obtains exposures to NZIB’s portfolio of early-

stage companies to meet the Fund’s benchmark investment

objective and strategy. For a summary of the Fund’s

investment exposures through NZIB as at 4 December

2024, see Section 2 – What the Booster Innovation Fund

invests in.

Borrowing

The Fund is not permitted to borrow, either directly or via

its underlying funds, though this does not preclude the

investee entities themselves from borrowing in the ordinary

course of their business.

Booster Innovation Fund11
Changes to the SIPO and Investment

Strategy

The SIPO and investment strategy for the Fund are

reviewed on at least an annual basis by us or where a

significant event has occurred that would necessitate a

review, such as a change in legislation.

Any changes are formally approved by Booster’s Investment

Committee.

We may change the SIPO and the investment strategy

from time to time without notifying you. We will consult

with the Supervisor of the Scheme, Public Trust, and give

them written notice of any changes before they take effect.

Investors will be advised of any material changes in the

Scheme’s annual report.

The most current version of the SIPO can be found on our

website www.booster.co.nz

Investment Structure

The Fund invests in a range of early-stage businesses either

directly or via underlying funds.

For example, the Fund currently holds 24 investments

directly and its other 15 investments are via units in NZIB.

The current investment structure of the Fund is outlined

below:

Other underlying fund structures may be established as new relationships are formed for the origination of investments

or to support investment partnering arrangements that the Fund may develop. Any investments that have gone into

liquidation have been excluded, but those not in liquidation but not currently active (six as at the date of this document) are

included.

Direct holdingsInvestments held via Matū Fund

Advemto Ltd

Allegro Energy Pty Ltd

Amaroq Therapeutics Ltd

B.Spkl Ltd

InSitugen Ltd

Jaipuna Ltd

Orbis Diagnostics Ltd

Wellumio Ltd

XFrame Ltd

Opo Bio Ltd

Whole Fish Ltd

ZeroJet Ltd

Mars BioImaging Ltd

My Better Breathing

OrbViz Holdings Ltd

Tectonus Ltd

The Sustainable Care Comany Ltd

Zincovery Process Technologies Ltd

Ferronova Pty Ltd

Calocurb Ltd

Marama Labs Ltd

MACSO Technologies Ltd

Scentian Bio Ltd

Sensor Holdings Ltd

Chitogel Ltd

Captivate Technology Ltd

Liquium Ltd

Komodo Wellbeing Ltd

Inhibit Coatings Ltd

Hot Lime Labs Ltd

Upstream Medical Technologies Ltd

TamorX Ltd

Woolchemy Ltd

Tasmanlon Ltd

Avasa Ltd

BioLumic Inc

Alimetry Ltd

Codify Asset Solutions Ltd

Investments held via NZIB

Booster Innovation Fund (BIF)

NZ Innovation Booster LP (NZIB)

Booster Innovation Fund12
Investments

A summary of the Fund’s holdings as at 4 December 2024 is as follows:

CompanyBusiness SectorBusiness Sub-Sector

Business

Development

Stage

Advemto Limited

10

Materials and technologiesScientific InstrumentationEarly stage

Alimetry Limited

10,11

Life sciences and medical

technologies

Screening and diagnostics –

human health

Expansion

Allegro Energy Pty Limited

10

Energy and clean technologiesEnergy storageExpansion

Amaroq Therapeutics Limited

10

Life sciences and medical

technologies

Life sciences – human health Seed

Avasa Limited

12

Life sciences and medical

technologies

Medical devicesSeed

BioLumic IncMaterials and technologiesAgriculture technologiesExpansion

B.Spkl LimitedEnergy and clean technologiesGreen hydrogen technologiesSeed

Calocurb Limited

Life sciences and medical

technologies

Health supplementsExpansion

Captivate Technology LimitedEnergy and clean technologiesCarbon captureSeed

Chitogel Limited

10

Life sciences and medical

technologies

Biotechnology – human healthExpansion

Codify Asset Solutions (CAS)

Limited

10,11

Information technology

services

Building industry softwareEarly stage

Ferronova Pty Limited

10

Life sciences and medical

technologies

Screening and diagnostics –

human health

Expansion

Hot Lime Labs LimitedEnergy and clean technologiesCarbon capture for horicultureEarly stage

Inhibit Coatings Limited

10,11

Materials and technologiesMaterial coatingsEarly stage

InsituGen Limited

10

Life sciences and medical

technologies

Screening and diagnostics –

animal and human health

Expansion

Jaipuna Limited

(trading as Amy.app)

Information technology

services

Education technologiesEarly stage

Komodo Holdings LimitedInformation technology servicesEducation TechnologyEarly stage

Liquium Limited

10

Energy and clean technologiesAmmonia productionSeed

MACSO Technologies Limited

12

Information technology servicesAnimal healthSeed

Marama Labs Limited

10

Information technology

services

Software and measurement

hardware

Early stage

Mars Bioimaging Limited

Life sciences and medical

technologies

Medical diagnosticsExpansion

My Better Breathing Limited

(trading as Good Air)

Life sciences and medical

technologies

Medical devicesExpansion

Opo Bio LimitedMaterials and technologiesCellular agricultureSeed

Orbis Diagnostics Limited

Life sciences and medical

technologies

Screening and diagnostics –

human health

Early stage

OrbViz LimitedInformation technology services

Analytics and business

intelligence

Early stage

Scentian Bio Limited

Information technology

services

Smart sensorsEarly stage

Booster Innovation Fund13
A summary of the assets the Fund has committed to acquire in December 2024 but has not yet acquired as at 4 December

2024 is as follows:

CompanyBusiness SectorBusiness Sub-Sector

Business

Development

Stage

BioOra Limited

Life sciences and medical

technologies

Life sciences – human healthEarly stage

Solros Therapeutics

Life sciences and medical

technologies

Life sciences – human health Seed

10 Investments are held indirectly via an interest in NZIB.

11 Investments are held indirectly via NZIB which has an interest in the specific investees through an agreement with the Matū Karihi fund.

12 A portion of the Investments are currently held via convertible notes or securities convertible to equity.

Sensor Holdings Limited

(trading as StretchSense)

Information technology

services

Augmented and

virtual reality

Expansion

The Sustainable Care Company

Limited (trading as Cleanery)

Life sciences and medical

technologies

Consumer productsExpansion

TamoRx Limited

Life sciences and medical

technologies

Life sciences – human healthSeed

TasmanIon Limited

10

Energy and clean technologiesEnergy storageSeed

Tectonus LimitedMaterials and technologiesConstruction materialsExpansion

Upstream Medical

Technologies Limited

12

Life sciences and medical

technologies

Screening and diagnostics –

human health

Early stage

Wellumio Limited

10

Life sciences and medical

technologies

MRI scannersSeed

WholeFish Limited (trading as

Nutrition from Water, Inc.)

Materials and technologiesFood nutritionEarly stage

Woolchemy LimitedMaterials and technologiesNatural materialsEarly stage

XFrame Pty Limited

10

Materials and technologiesConstruction materialsExpansion

ZeroJet LimitedEnergy and clean technologiesElectric SystemsExpansion

Zincovery LimitedEnergy and clean technologiesMaterials recyclingEarly stage

50% Expansion

35% Early Stage

Portfolio value by business stagePortfolio value by sector

14% Information

services

technology

37% Materials &

technologies

20% Life sciences

& medical

technologies

10% Seed

24% Energy & clean

technologies

5% Cash

5% Cash

Portfolio value by individual holding

This chart shows the relative size of each investment in which the Fund held an interest in as at 4 December

(as a proportion of NAV). Commercial confidentiality obligations restrict the identification of each investment.

0%25%

100%

50%

75%

Booster Innovation Fund14
The net asset value of the Fund at 4 December was $20.0 million.

Each investment is founded on intellectual property and inventions from one of New Zealand’s leading research institutions

and New Zealand private sector.

Information on each of the investments held by the Fund as at the date of this document, or proposed to be acquired in

December 2024 are provided below. Further information is available on the website of each of the companies, which you

can reach by following the links below, or from our website at: www.booster.co.nz.

Booster Innovation Fund15
Life Sciences and Medical Technologies Company Summaries

The Fund has holdings in the following companies developing technologies discovered in New Zealand to improve

healthcare and patient outcomes.

Alimentry Limited

Fund shareholding0–5%

Company establishment2019

Sub-Sector

Screening and diagnostics –

human health

Company stageExpansion

Key people

Greg O'Grady, Armen

Gharibans, Hanie Yee

Directors

Erik Engelson, Armen

Gharibans, Vignesh Kumar,

Gregory O'Grady, Siro Perez,

Mark Stuart

Websitealimetry.com

Technology originUniversity of Auckland

Alimetry has developed a US FDA approved

wearable, non-invasive medical device and

software platform for the rapid and detailed

diagnosis of a range of gastrointestinal (GI)

disorders. Their objective measurement

approach improves the traditional “symptoms

approach” diagnostics, reducing uncertainties,

time, and cost, to both patients and clinicians.

Developed at the University of Auckland’s

Bioengineering Institute, Alimetry is built on

more than a decade of fundamental research

in both clinical and academic settings,

led by Professor Greg O’Grady as CEO.

The company is working closely with Key

Opinion Leaders (KOLs) within the GI field to

establish their presence within the market.

Amaroq Therapeutics Limited

Fund shareholding5–10%

Company establishment2021

Sub-SectorLife sciences – human health

Company stageSeed

Directors

David Christensen,

Phil Kearney, Alexandra

Tickle

Websiteamaroqtx.com

Technology originUniversity of Otago

Amaroq Therapeutics, a biotech spun

out of University of Otago, is advancing

its programs to develop next-generation

RNA therapy to target cancer.

The Amaroq Therapeutics team, led by Chief

Scientific Officer and founder, Dr Sarah

Diermeier, are exploring the use of lncRNA

molecules as therapeutic targets and diagnostic

markers in the treatment of cancer. They are

working on therapies to treat common cancers

such as breast, colorectal and liver cancer.

The study of long non-coding RNAs (lncRNAs),

often referred to as “dark matter” of the

genome, are molecules naturally present

in cells. They have become a focus of

research globally as they can act as key cell

regulators despite not coding for proteins.

Booster Innovation Fund16
Avasa Limited

Fund shareholding0–5%

Company establishment2018

Sub-SectorMedical devices

Company stageSeed

Key people

Nandoun Abeysekera,

A/Prof Jon Mathy

Directors

Nandoun Abeysekera,

John Robson, Saum Vahdat

Websiteavasa.io

Technology originUniversity of Auckland

Avasa was established in 2018 to commercialise a

novel implantable medical device, initially backed

by the University of Auckland, that aids in complex

microvascular artery and vein reconstruction.

This process of artery and vein reconstruction has

historically been done by surgeon’s hand sewing,

leaving an opportunity for Avasa’s innovation to

disrupt the current ‘normal’. Avasa advise that

early testing of it’s unique product has shown

the benefits by improving safety and reversibility

of the procedure, whilst making the process

faster and easier for surgeons to complete.

BioOra Limited (acquisition of shareholding to be completed post 11 December 2024)

Fund shareholding0–5%

Company establishment2021

Sub-SectorLife sciences – human health

Company stageEarly stage

Key people

John Robson, Karen Johnson,

Alex Galbon

Directors

Laurence Cooper, Peter

Crabtree, Carl June, Cyrus

Mirsaidi, John Robson, Saum

Vahdat

Websitebioora.com

Technology origin

Malaghan Institute of

Medical Research (MIMR)

BioOra aims to make personalised cell therapies

known as Chimeric Antigen Receptor (CAR T)

therapies accessible to all. CAR T-cell therapy

is a treatment that has the potential to cure

certain cancers by modifying a patient’s own

immune cells (T-cells) to fight cancer cells.

However, treatment is costly and not

yet available in New Zealand.

BioOra was founded in collaboration with

Malaghan Institute of Medical Research to break

down these barriers by commercialising an

automated manufacturing process that seeks to

significantly reduce patient costs and improve

accessibility to this transformative treatment.

Booster Innovation Fund17
Chitogel Limited

Fund shareholding0–5%

Company establishment2014

Sub-Sector

Biotechnology – human

health

Company stageExpansion

Key people

Edward Lamb,

Stephen Meyer

Directors

Victoria Crone,

Simon Robinson,

Nickolaos Samaras, Kevin

Schimelfenig, Peter Wormald

Websitechitogel.com

Technology originUniversity of Otago

Chitogel is a medical device company with

an advanced manufacturing facility based

in Lower Hutt. They sell medical kits in

multiple international markets that optimise

the wound healing environment and improve

patient outcomes following sinus surgery.

Originating from University of Otago

research, Chitogel’s developments are backed

by over 10 years of research and clinical

evidence, including 17 published studies

and scientific papers and the observation of

successful outcomes of sinus surgeries.

Calocurb Holdings Limited

Fund shareholding0–5%

Company establishment2017

Sub-SectorNatural supplements

Company stageEarly stage

Key peopleSarah Kennedy, Paul Martin

Directors

Brigette De Lambert,

James Draper, Lei Wang,

Sarah Kennedy

Websitecalocurb.co.nz

Technology originPlant and Food Research

Calocurb was established in 2017 to commercialise

a bioactive ingredient, sourced from New Zealand

hops, which has been developed in collaboration

with Plant and Food Research of New Zealand. The

products Calocurb have developed are targeting

appetite management to assist people with chronic

and debilitating obesity, a growing health epidemic

internationally. Calocurb believe the active

ingredient is the only natural, non-prescriptive

alternative to highly expensive prescription drugs

designed to assist this cohort of individuals.

Calocurb state their products are scientifically

researched, 100% plant-based and provide

individuals with an affordable alternative

to support their health needs.

Booster Innovation Fund18
InsituGen Limited

Fund shareholding10–15%

Company establishment2020

Sub-Sector

Screening and diagnostics –

animal and human health

Company stageExpansion

Key people

Alison Heather,

Aaron Venables

Directors

Thomas Bechter,

Oliver Gehrig, Gary Pace,

Roland Toder

Websiteinsitugen.com

Technology originUniversity of Otago

InsituGen has developed bioassays for

the detection of steroid hormones, a

new testing platform for the detection of

anabolic drugs in biological samples.

The initial product focus for their technology is

directed towards detecting doping in the equine

industry and they have partnered with Berlinger

Special AG, a global supplier of doping control

equipment to extend their market reach.

Insitugen have expanded their focus and is

developing veterinary tests for measuring

hormone activity in companion animals. These

wellness tests aim to provide a holistic overview

of pet health and wellbeing, enabling early

diagnosis and proactive prevention of illness.

Ferronova Pty Limited

Fund shareholding0–5%

Company establishment2016

Sub-Sector

Screening and diagnostics –

human health

Company stageExpansion

Key peopleStewart Bartlett

Directors

Stewart Bartlett, Dr John

Parker, Tamara Mills,

Declan Cassells, Stephanie

Morris, Liza Yeo

Websiteferronova.com.au

Technology origin

Victoria University of

Wellington, University

of South Australia and

University of Sydney

Ferronova is a cancer diagnostics company,

developing surgical oncology tracer systems

for improving the staging of complex cancers.

More than 40% of people will be diagnosed with

cancer during their lifetime. Successful cancer

treatment relies on accurate staging of how far,

and where cancer has spread from a primary

tumour. Ferronova state that studies in gastric and

oesophageal cancer show up to 56% of patients

with early-stage disease have micro-metastasis

in lymph nodes that are currently undetected.

Ferronova’s injectable magnetic and fluorescent

tracers are designed to less invasively, more

quickly, and more accurately map the pathways of

the spread of cancer to lymph nodes.

Booster Innovation Fund19
Mars BioImaging Limited

Fund shareholding0–5%

Company establishment2007

Sub-SectorMedical diagnostics

Company stageExpansion

Key people

Mark Figgitt, Anthony Butler,

Bob Senzig

Directors

Anthony Butler, Colin

Dawson, Christopher

Stoelhorst

Websitemarsbioimaging.com

Technology origin

University of Canterbury,

CERN

MARS Bioimaging (MBI) was founded to

commercialise cutting-edge bioimaging

technology in spectral molecular imaging.

This combines features of X-ray, CT, MRI &

PET in 3D, high resolution, quality, colour

images for point-of-care diagnosis.

This system is based on the next generation

of x-ray detectors which were originally

developed in collaboration with CERN,

University of Canterbury, University of Otago,

and other partners. They have recently

partnered with Hospital for Special Surgery

(HSS) in the US to advance musculoskeletal

imaging and diagnostics in clinical settings.

My Better Breathing Limited

Fund shareholding0–5%

Company establishment2021

Sub-SectorMedical device

Company stageSeed

Key peopleKerri McMaster, David White

DirectorsCarl Jones, Kerri McMaster

Websitegoodairnosebuds.com

Technology origin

Auckland University

of Technology

My Better Breathing Limited, is a patented

mechanical breathing technology, known as

Goodair Nosebuds. The nose buds provide a non-

invasive, non-drug, effective nasal congestion

solution, which allows natural function and

improved nasal patency. The nose buds apply

frequencies and airflow control to individual sides

of the nose to correctly sense nasal airflow and

deliver nasal breathing neurotherapies offering

individuals an alternative to nasal decongestants

or antihistamines. The technology was developed

by Professor David White, from the BioDesign

Lab at Auckland University of Technology (AUT).

Booster Innovation Fund20
Orbis Diagnostics Limited

Fund shareholding0–5%

Company establishment2016

Sub-Sector

Screening and diagnostics –

human health

Company stageEarly stage

Key people

Miriam Cather Simpson,

David Williams

Directors

Allan Goldberg, Brent Oglive,

Sarah Park, Miriam Cather

Simpson

Websiteorbisdiagnostics.com

Technology originUniversity of Auckland

Orbis is addressing global healthcare challenges

by making personalised diagnostic testing

simple and accessible in multiple settings.

Orbis is developing, a ‘lab on a disk’ testing

platform that uses proprietary microfluidic

technology to miniaturise and automate accurate

lab testing for use at the point of care. Orbis

recognised how the unique features of the

system could help people determine their relative

level of immunity. With their first application

in Covid-19 testing, Orbis have now adapted

to a broader system for the platform, enabling

Orbis to take on infectious diseases and various

types of assays. The company is working with

pharmacy chains and partners to bring its tests

to market in New Zealand and overseas.

Solros Therapeutics Limited (acquisition of shareholding to be completed post 11 December 2024)

Fund shareholding0–5%

Company establishment2024

Sub-SectorLife sciences – human health

Company stageSeed

DirectorsDavid Christensen

WebsiteN/A

Technology originUniversity of Otago

Solros Tx Limited is seeking to commercialise

brain health focused therapies that take advantage

of novel mechanisms of action. They believe

that neurology and brain health are of interest

to global pharmaceutical companies. Founded

on research from Otago University, the team

aim to advance more effective treatments for

patients suffering from neurological conditions.

Booster Innovation Fund21
Upstream Medical Technologies Limited

Fund shareholding

0–5%

(indicative holding as investment held

as securities convertible to equity)

Company establishment2015

Sub-SectorDiagnostics

Company stageEarly stage

Key people

Kieran Jina, Prof Chris

Pemberton, Dr Jan Powell

Directors

Colin Dawson, David

Christensen, Roland Toder

Websiteupstreamdx.com

Technology originUniversity of Otago

Upstream Medical Technologies was established

in 2015 to commercialise novel cardiac biomarkers

which are designed to diagnose specific heart

conditions rapidly and accurately. Using research

from the Christchurch Heart Institute, Upstream

Medical are developing a tool that fills a gap in

the diagnostics field, where clinicians have limited

tools available to confidently triage around a third

of patients that present with chest pains. These

undiagnosed patients may be at risk of heart

attack and clinicians are faced with the decision

to discharge or hold for additional monitoring.

With potential to fill this gap, Upstream

Medical Technologies aims to have a

measurable impact on these patients lives.

TamoRx Limited

Fund shareholding0–5%

Company establishment2021

Sub-SectorLife sciences – human health

Company stageSeed

Key people

Dr Joanna Mathy,

Professor Rod Dunbar

Directors

Elliott Dunn, Kimberlee

Jordan, Duncan Mackintosh

WebsiteN/A

Technology originUniversity of Auckland

TamoRx’s founding inventors, from University of

Auckland, School of Biological Sciences, aim to

develop an immunotherapy medicine to help a

patient’s immune systems destroy cancer cells.

They have identified a novel biological mechanism

within cells that restricts the immune system from

fighting cancer. The research team is developing

a new therapy that aims to free patient’s immune

systems from this restriction, increasing immune

attacks on cancer cells within tumours.

Booster Innovation Fund22
Wellumio Limited

Fund shareholding5–10%

Company establishment2019

Sub-SectorMRI Scanners

Company stageSeed

Key people

Dr Shieak Tzeng,

Dr Sergei Obruchkov

Directors

Angus Blair, Siavosh

Moussavi, Dr Yu-chieh Tzeng,

Dr Sergei Obruchkov

Websitewellumio.com

Technology origin

Otago University & Victoria

University of Wellington

Wellumio was established to commercialise a

unique, world-first, portable magnetic resonance

imaging (MRI) device that will bring brain scans

to where the stroke happens. The company was

established in September 2019 and the team

are aiming to revolutionize the stroke treatment

model to offer diagnosis in the critical ‘golden

hour’ (first hour following the stroke). The solution

aims to offer cost effective treatment that is

accessible everywhere, with technology based

on Intellectual Property developed at Otago

University and Victoria University of Wellington.

Booster Innovation Fund23
Information Technology Services Company Summaries

The Fund has holdings in the following companies developing software solutions to maximise the use of data to improve

customer outcomes and value.

Codify Asset Solutions Limited

Fund shareholding0–5%

Company establishment2018

Sub-SectorBuilding industry software

Company stageEarly stage

Key peopleJohannes Dimyadi

Directors

Robert Amor, Craig Brown,

Kenneth Erskine

Websitecas.net.nz

Technology originUniversity of Auckland

Codify Asset Solutions (CAS) has developed a

software platform that automates compliance,

management, and auditing in a transparent

manner based on open standards.

Developed out of research at the University of

Auckland’s School of Computer Science, CAS

is initially focusing on the AECO (Architecture,

Engineering, Construction, Operations) industries,

supporting the ISO-standard BIM (Building

Information Modelling) and other open standards.

The core of CAS software solutions, ACABIM, is a

computational engine that can perform complex

calculations and navigate through regulations

and standards in a verifiable manner. It can be

used to automatically check various aspects

of a building design model against regulatory

requirements for compliance. This can reduce

costs and improve productivity in the industry.

ACABIM has been incorporated into several

software solutions by CAS to assist with land

development, planning through to construction,

facilities operations, and asset management.

Jaipuna Limited (trading as Amy.app)

Fund shareholding0–5%

Company establishment2014

Sub-SectorEducation technologies

Company stageEarly stage

Key people

Raphael Nolden, Dr Jurgen

Brandstetter, Karl Baz

DirectorsRaphael Nolden

Websiteamy.app

Technology originPrivate sector

The team at Jaipuna have developed a private

tutoring software platform, Amy, for maths

which is underpinned by artificial intelligence.

This aims to make learning maths easy for

everyone. Amy supports learning by giving

students feedback and automatically filling

their knowledge gaps as they learn.

The company’s mission is to democratise

education and make learning maths and

other subjects easier for everyone around the

world. They also work with other education

providers and companies and embed Amy

into their systems to reach more students.

Booster Innovation Fund24
Komodo Holdings Ltd

Fund shareholding0–5%

Company establishment2018

Sub-SectorEducation Technology

Company stageEarly stage

Key people

Chris Bacon, Jack Wood,

Tim Vaughan

DirectorsChris Bacon, Jack Wood

Websitekomodowellbeing.com

Technology originPrivate sector

Komodo have developed a data-

driven wellbeing platform, empowering

students and enabling schools to make

positive and effective interventions.

With a mission of positively impacting the lives

of all students, Komodo’s platform provides a

voice for students, allowing teachers to become

more aware of their mental wellbeing. It can

help to reduce bullying, highlight the need for

additional academic support and overall, help

schools become a safer and happier place for all.

Komodo have already generated sales across

multiple countries and their product is having a

real-life impact on students across the globe.

MACSO Technologies Limited

Fund shareholding

0–5%

(indicative holding as investment held

as securities convertible to equity)

Company establishment2021

Sub-SectorAnimal health

Company stageSeed

Key peopleSaba Samiei, Hwan Goh

Directors

Behrooz Abdi, Samar

Alrayyes, John Robson,

Saum Vahdat

Websitemacso.ai

Technology originPrivate sector

MACSO was established in 2021 to develop a cloud

based artificial intelligence platform that uses

sensors and edge artificial intelligence to remotely

monitor customers’ operating environments, with

an initial application in the animal health sector.

MACSO’s first solution is designed to provide early

detection of respiratory illnesses on commercial

swine farms. It is anticipated to detect disease

outbreaks days before traditional means of human-

based detection, with the aim of enabling farmers

to take action that can prevent catastrophic loss.

Booster Innovation Fund25
Marama Labs Limited

Fund shareholding5–10%

Company establishment2019

Sub-Sector

Software and measurement

hardware

Company stageEarly stage

Key people

Dr Brendan Darby,

Dr Matthias Meyer,

Prof Eric Le Ru

Directors

Dr Brendan Darby,

David Bowles, Prof Eric Le

Ru, Mark Bregman

Website

maramalabs.com

cloudspec.co.nz

Technology origin

Victoria University

of Wellington

Marama Labs develops scientific hardware

and data analytics solutions to help customers

improve the quality of their products.

At the core of Marama Labs’ platform is its a UV-

Vis spectroscopy, the CloudSpec, that accurately

analyses light spectra in cloudy liquids.

The device can measure components of wines,

such as colour and mouthfeel, at early production

phases of winemaking, which has previously

been difficult to do. The CloudSpec data gives

winemakers insights on their wines throughout

production, allowing them to monitor and

control wine style and quality and tailor their

wine styles towards consumer preferences.

Marama Labs aims to expand to other

markets, including biopharma where it

is critical to understand the underlying

chemistry of a cloudy liquid.

OrbViz Holdings Limited

Fund shareholding0–5%

Company establishment2021

Sub-Sector

Analytics and business

intelligence

Company stageExpansion

Key peopleVanessa O’Brien

Directors

Kurt Janssen, Mads Moller,

Vanessa O’Brien, David Oliver

Websiteorbviz.com

Technology originPrivate sector

OrbViz is a SaaS platform that seeks to

transform static reports and spreadsheets into

interactive reports that stakeholders can easily

access, explore, understand, and respond to.

By combining business intelligence and multimedia

storytelling, Orbviz’s solutions let users dive

from macro to micro level, accessing meaningful

and personalised insights with a single click.

Customers include corporates and local councils

in New Zealand and Australia who use OrbViz

to communicate consumer-centric data and

track engagement analytics to improve their

stakeholder interaction and outcomes.

Booster Innovation Fund26
Scentian Bio Limited

Fund shareholding0–5%

Company establishment2020

Sub-SectorSmart Sensors

Company stageEarly stage

Key people

Jonathan Good,

Andrew Kralicek

Directors

Peter Cook, Jonathan Good,

Dean Tilyard, Marcel Van Den

Assum

Websitescentianbio.com

Technology originPlant and Food Research

Scentian Bio is a spin-out from Plant and Food

Research that was established in 2020. The

company is commercialising a unique sensing

system that can define a digital reference for a

taste and smell. It is based on a replication of

insect sensing receptors and can provide insight

into many settings including early detection of

contaminants in food, early diagnosis of disease,

or the company’s immediate priority – the quality

assessment and control of food ingredients.

Sensor Holdings Limited (trading as StretchSense)

Fund shareholding0–5%

Company establishment2019

Sub-SectorAugmented and virtual reality

Company stageExpansion

Key people

Sajeewa Dayaratne,

Todd Gisby

Directors

Iain Anderson, Paul Atkinson,

Christopher Chapman,

Benjamin O’Brien, Chintaka

Ranatunga, Michael Riley

Websitestretchsense.com

Technology originUniversity of Auckland

StretchSense produces motion capture gloves

that combine stretchable sensors and machine

learning to provide finger tracking for the animators,

social influencers and game developers building

the future of virtual worlds and the metaverse.

The soft stretchable sensors used in the

company’s products were originally developed

at University of Auckland. Stretch sensors are

used for measuring the subtle movements of

the human body as they are highly accurate and

do not suffer from occlusion, drift or magnetic

interference — factors that limit the effectiveness

of other types of motion capture sensors.

Headquartered in New Zealand, the team also have

international presence in Los Angeles, Seattle,

Vancouver, and Edinburgh to provide close support

for their customers in North America and Europe.

They also work with industry representatives in China

and Japan to support growing demand for their

quality motion capture technology in those regions.

Booster Innovation Fund27
Materials and Technologies Company Summaries

The Fund has holdings in the following companies developing novel materials, technologies and systems that have uses in

multiple industries.

Advemto Limited

Fund shareholding15–20%

Company establishment2022

Sub-SectorScientific instrumentation

Company stageEarly stage

Key peopleProfessor Justin Hodgkiss

Directors

Andrew Chen, Justin

Hodgkiss, Robert Shaddock,

Miriam Cather Simpson

Websiteadvemto.com

Technology origin

Victoria University

of Wellington

Advemto is developing ultrafast spectroscopy

tools. Spectroscopy is used in virtually all fields

of science and technology to investigate and

explore the nature and properties of matter.

Ultrafast spectroscopy uses extremely short

lights pulses to measure fast dynamics.

Their spectrometers reduce the time it

takes to collect data from many hours or

days down to just minutes, while allowing

measurement dynamics in proteins, as well as

solar cells, LEDs, and photonics materials.

The company is currently selling to

academic groups and has established

distribution with an international distributor

to expand their reach internationally.

Advemto is developing its next product to

serve the large life science markets.

BioLumic Inc

Fund shareholding0–5%

Company establishment2012

Sub-SectorAgriculture technologies

Company stageExpansion

Key people

Steve Sibulkin,

Jason Wargent

Directors

Adrian Percy, Ruth Atherton,

John Bedrook, Dean Tilyard,

Mark Houghton Brown,

Steven Sibulkin

Websitebiolumic.com

Technology originMassey University

BioLumic uses UV light signals to unlock

the natural genetic potential of seeds

and seedlings—without requiring use of

chemicals or genetic modification.

BioLumic’s technology, originating from Massey

University, triggers biological mechanisms

that have demonstrated increases in plant

yield, vigour, and disease resistance. With

global food demand increasing significantly,

this is expected to be an important

advancement in food production methods.

In soybean seeds, the company has shown it can

use light signals to help produce traits and yield

benefits that stack onto other treatments. In

medical cannabis crops, the company’s products

have been shown to increase yield by over

40%. The team have also initiated a programme

funded by the Bill and Melinda Gates Foundation

to enhance the crop performance of rice

Booster Innovation Fund28
Inhibit Coatings Limited

Fund shareholding

5–10%

(including convertible notes)

Company establishment2016

Sub-SectorMaterial coatings

Company stageEarly stage

Key peopleEldon Tate

Directors

Nina Le Lievre, Peter Lee,

Eldon Tate

Websiteinhibitcoatings.com

Technology origin

Victoria University

of Wellington

Microbial contamination is a deadly issue.

Inhibit Coatings is on mission to save lives

by preventing the spread of dangerous

pathogens in hygienic environments.

Inhibit Coatings produces highly effective

antimicrobial surface coatings. These coatings

work to inhibit the growth of microbial

contamination and outbreaks in facilities with

high hygiene and sanitisation requirements such

as food and beverage, healthcare, and transport.

Inhibit Coatings works with end-users and

suppliers to develop antimicrobial coatings

for a range of applications including

flooring, walls, textiles, and filters.

Opo Bio Limited

Fund shareholding5–10%

Company establishment2022

Sub-SectorCellular agriculture

Company stageSeed

Key people

Laura Domigan,

Olivia Ogilvie,

Directors

Maria Alvarez Benavides,

Andrew Chen, Laura

Domigan, Shivali Gulab,

Olivia Ogilvie

Websiteopobio.com

Technology originUniversity of Auckland

Opo Bio produces living and non-living

ingredients for the production of the fast

growing cultivated meats sector.

The company has identified a gap in the market

- the need for high quality, fully characterised,

commercial grade cells to support the rapid

growth of the alternative meats sector.

There is currently limited access to commercial cell

lines and companion products for cultivated meat

production, meaning companies must develop cell

lines from scratch, and the industry currently has

no standardisation in a research and commercial

context and capability to deliver is currently limited.

The team aim to address the limiting factors in

scaling production of cultivated meats and providing

New Zealand cell lines that are sourced from high

health status livestock, decreasing regulatory barriers

with an immediate focus on GMO-free products.

Booster Innovation Fund29
Tectonus Limited

Fund shareholding0–5%

Company establishment2016

Sub-SectorConstruction materials

Company stageExpansion

Key people

Carl Beck, Pierre

Quenneville, Pouyan Zarnani,

Ashkan Hashemi

Directors

Anthony Leighs, Pierre

Quenneville, Andrew Reding,

Ashwath Sundaresan

Websitetectonus.com

Technology originUniversity of Auckland

Tectonus was founded to commercialise the resilient

slip friction joint, a unique and sustainable seismic

technology that aims to increase protection of

multi-storey buildings during earthquakes.

Their original patented technology, developed

at University of Auckland, aims to absorb the

impact of an earthquake and then automatically

reset itself before aftershocks so buildings

can be reoccupied faster, business operations

can continue, and damages are minimised.

Subsequent innovation has led them to develop

application-specific solutions that can lower

the cost of compliance with seismic buildings

codes at the same time as providing owner and

occupier with a safer, more resilient building.

With a focus on important buildings such

as hospitals, Tectonus has projects across

New Zealand, the US, and Canada.

WholeFish Limited (trading as NXW)

Fund shareholding0–5%

Company establishment2020

Sub-SectorFood nutrition

Company stageSeed

Key people

Toby Lane, Tom Darby,

Hamish Howard

Directors

Tom Darby, Alexander

Worker

Websitenutritionfromwater.com

Technology originCawthron Research Institute

Whole Fish Limited, trading as Nutrition from

Water (NXW), operates in the food nutrition part

of the deep technology and engineering sector.

It specialises in development of marine whey, a

protein source produced from water and microalgae.

NXW was formed in 2020, and is classified as a

seed stage business, and has a key technology

partnership with Cawthron Research Institute.

The team’s mission is to produce complete

nutrition with a low emission profile without

compromising functionality, taste and quality.

Booster Innovation Fund30
XFrame Limited

Fund shareholding5–10%

Company establishment2020

Sub-SectorConstruction materials

Company stageExpansion

Key people

Gerard Finch,

Carsten Dethlefsen

Directors

Carsten, Dethlefsen, Gerard

Finch, Derrick Lobban, Matt

Walsh

Websitexframe.com.au

Technology origin

Victoria University

of Wellington

XFrame™ is a circular economy technology,

providing modular construction framing and

commercial fit-out solutions. XFrame™ was

developed to enable buildings to be designed

for change. This means the frames as well as the

linings (and claddings) that connect to the frame

using easily reversible fixing methods can easily

be changed or moved, minimising the mess and

waste normally created when change is required.

XFrame™ takes advantage of a series of

proprietary in-house automation workflows to

rapidly design and deploy the XFrame™ products.

Using this infrastructure, XFrame™ provides

builders, architect and clients with detailed

project-specific assembly instructions

and documentation to make adoption of

the XFrame™ system hassle-free.

Woolchemy NZ Limited

Fund shareholding0–5%

Company establishment2008

Sub-SectorNatural materials

Company stageEarly stage

Key people

Derelee Potroz-Smith,

Angela Potroz, Alana Cheape

Directors

Richard Cutfield, Angela

Potroz, Derelee Potroz-Smith

Websitewoolchemy.com

Technology originPrivate sector

Woolchemy is a material technology company,

and was formed to transform an abundant base

material, wool, into something more valuable, using

sustainable, environmental and ethical processes.

Woolchemy develops high performance hygiene

materials using natural fibres for products like nappies

that are healthier for both people and the planet.

Consumer, shareholder, and legislative pressures

are prompting sanitary hygiene product

manufacturers to actively look for ways to

solve the plastic, waste and pollution problems

associated with their current products.

Woolchemy’s initial two products, neweZorb

and newFlex are protected by patents

and are biodegradable and compostable,

renewable and sustainable, washable or

disposable, and contains no chemicals as

tested under the OEKO TEX 100 Standard.

Booster Innovation Fund31
Energy and Clean Technologies Company Summaries

The Fund has holdings in the following companies developing novel materials and technologies to improve the production,

use or storage of energy and other clean technologies.

Allegro Energy Pty Limited

Fund shareholding0–5%

Company establishment2021

Sub-SectorEnergy storage

Company stageEarly stage

Key people

Thomas Nann, Fraser

Hughson, Rohan Borah

Directors

Thomas Nann, Fraser

Hughson, Rohan Borah

Websiteallegro.energy

Technology origin

Victoria University

of Wellington

Allegro Energy has developed a water-based

electrolyte, originally developed at Victoria

University of Wellington, that it believes can

match or outperform other electrical energy

storage from batteries to supercapacitors. Their

water-based electrolyte enables energy storage

that is non-flammable, less expensive and much

safer than competing technology, opening up

the ability to address needs at a global scale.

They have partnered with Origin Energy

to advance their long duration storage

solutions which they believe will play an

important role in the energy mix.

B.spkl Limited

Fund shareholding0–5%

Company establishment2022

Sub-SectorGreen hydrogen

Company stageSeed

Key people

Dr Jerome Leveneur,

Christina Houlihan

Directors

Maria Alvarez Benavides,

Christina Houlihan, Jerome

Leveneur, Robert Shaddock,

Johnathan Sharpe

Websitebspkl.co

Technology originGNS Science

Bspkl is a spin-out from GNS Science that

was established in 2022. The company is

commercialising a unique manufacturing

method and technology to produce ultra-

low iridium catalyst coated membranes, a

key component of hydrogen electrolysers.

Hydrogen electrolysers are essential for the

generation of green hydrogen, a climate friendly

alternative to regular hydrogen which has many

uses such as powering vehicles, generating

electricity, and heating homes and business.

The switch to green hydrogen has historically

been unviable due to high costs and limited raw

materials. Bspkl’s solution has the potential to

resolve these issues and have a real world impact

on the global shift to a climate friendly economy.

Booster Innovation Fund32
Hot Lime Labs Limited

Fund shareholding0–5%

Company establishment2014

Sub-Sector

Carbon capture for

horticulture

Company stageEarly stage

Key people

Vlatko Materic, Tijs Robinson,

Mohammad Nusheh

Directors

Garry Bluett, Mervyn Jones,

Vlatko Materic, David

Williams

Websitehotlimelabs.com

Technology originCallaghan Innovation

Hot Lime Labs are developing CO2 capture

solutions for high tech, hydroponic greenhouses

that produce food crops. Growers currently

add CO2 gas to feed plants, increasing yields

by up to 25%, however current CO2 demand

outstrips supply and costs are rising worldwide.

Hot Lime Labs’ technology uses patented

limestone pellets combined with novel

engineering to produce sustainable CO2. This

allows growers to reduce their carbon footprint

while being more cost-effective, providing a

green alternative to the traditional fossil-based

sources of CO2, natural gas and liquid CO2.

Captivate Technology Limited

Fund shareholding0–5%

Company establishment2022

Sub-SectorCarbon capture

Company stageSeed

Key peopleProfessor Shane Telfer

Directors

Andrew Chen, Ian Fletcher,

Shane Telfer, Nadine Williams

Websitecaptivatetechnology.com

Technology origin

Massey University

of Auckland

Captivate Technology was established in 2022

to commercialise a unique carbon capture

technology developed at Massey University. The

team at Captivate have developed a porous solid

material that acts as a sponge for carbon dioxide,

referred to as a metal organic framework (MOF).

Their novel MOF has potential to significantly

reduce greenhouse gas emissions through the

sequestration of CO2 across a range of industries.

Booster Innovation Fund33
Liquium Limited

Fund shareholding10–15%

Company establishment2022

Sub-SectorAmmonia production

Company stageSeed

Key people

Franck Natali, Jay Chan,

Paul Geraghty

Directors

Pierre Malou, Franck Natali,

Greg Sitters, John Worth

Websiteliquium.nz

Technology origin

Victoria University

of Wellington

Ammonia production is one of the largest chemical

industrial processes. The current 100-year-old

Haber-Bosch process to produce ammonia has a

large carbon footprint requiring extremely high

temperatures and high pressures and harsh feedstock

for production. Due to the harsh reaction conditions

and feedstock sources, Liquium estimates that for

each tonne of ammonia produced this results on

average three tons of carbon dioxide emission.

Liquium is on a mission to scale and develop

its novel catalyst to produce ammonia in a

more efficient, lower cost and decentralized

manner that will facilitate the deployment of

the hydrogen economy alongside renewable

energy and potentially supply the maritime

sector with an alternative clean liquid fuel.

The immediate focus for Liquium is to demonstrate

significant scale of ammonia production and build

partnerships with key stakeholders in the ammonia,

hydrogen, renewable energy, and maritime sectors.

The Sustainable Care Company Limited (trading as Cleanery)

Fund shareholding0–5%

Company establishment2017

Sub-SectorConsumer products

Company stageExpansion

Key people

Mark Sorensen, Ellie Brade,

David Hassell

Directors

Rohan MacMahon, Nicola

O’Rourke, Mark Sorensen

Websitecleanery.co.nz

The Sustainable Care Company Limited, trading

as Cleanery, operates in the clean technology

sector, selling a range of cleaning and personal care

products that aim to have a reduced environmental

impact compared to existing solutions. It was

established in 2017 and has developed cleaning

solutions that allows them to sell products in

powdered form. The ability to sell in powdered form

with the consumer adding their own water allows

for a reduction in the use of single use plastics.

Booster Innovation Fund34
TasmanIon Limited

Fund shareholding10–15%

Company establishment2021

Sub-SectorEnergy storage

Company stageSeed

Key peopleShalini Divya, Thomas Nann

DirectorsJames Johnston

Websitetasmanion.com

Technology origin

Victoria University

of Wellington

TasmanIon is developing aluminium ion

batteries for use in grid storage and portable

applications. The materials being used are

potentially more sustainable as they will not rely

on diminishing supplies of cobalt and lithium.

The advantage of using aluminium ion batteries

against other available options (lithium Ion) is

the cheaper and more available raw material.

ZeroJet Limited

Fund shareholding0–5%

Company establishment2015

Sub-SectorElectric systems

Company stageExpansion

Key people

Neil Mans, Rebecca Rempel,

Mark Robotham

Directors

Chris Baird, Neil Mans,

Rebecca Rempel, Mark Stuart

Websitezerojet.com

Technology originPrivate sector

ZeroJet was established to develop electric

propulsion systems to eliminate the need for

combustion engines on small watercraft.

ZeroJet estimate a significant reduction

in environmental impact can be

achieved with their systems.

The company will work with boat builders locally

and internationally to expand and develop systems

for larger tender boats to eliminate the need

for combustion engines on small watercraft.

Booster Innovation Fund35
Zincovery Process Technologies Limited

Fund shareholding0–5%

Company launched2021

Sub-SectorMaterials recycling

Company stageEarly stage

Key people

Jonathan Ring, Aaron

Marshall, Leatham Landon-

Lane

Directors

Sean Molloy, Jonathan Ring,

Joanna Wickham

Websitezincovery.com

Technology originUniversity of Canterbury

Launched out of University of Canterbury in 2021,

Zincovery was established to commercialise

zinc recycling technologies. Zinc dust left

over from the steel industry is hazardous, and

current practice is to use large volumes of

coal to extract the zinc so it can be reused.

Zincovery has developed an alternative approach

using small amounts of hydrogen and a unique

acid leaching process with avoids 95% of

the emissions compared to the incumbent

process as well as being 45% cheaper.

Booster Innovation Fund36
Acquisition of Investments since

31 March 2024

Since 31 March 2024 the Fund has acquired additional

investments which as at 4 December 2024 are valued at

$0.963million, of which $0.094million is additional units

in NZIB. The Fund is expected to acquire two additional

investments during December 2024 which it has assigned

an expected value as at 4 December 2024 of $0.512m.

Further detail on additional investments is outlined below.

Units in NZ Innovation Booster Limited Partnership

(NZIB)

A follow-on investment in Chitogel Limited was made on

1 May 2024 by purchasing additional units in NZIB. This

related to a further capital raise by the company.

A new investment in Solros Therapeutics Limited is

expected to be made on 18 December 2024 by purchasing

additional units in NZIB. This related to a further capital

raise by the company.

These additional investments in units in NZIB are valued at

$206,000 as at 4 December 2024.

Mars BioImaging Limited

The interest in Mars BioImaging Limited was purchased on

23 August 2024 following a capital raise by the company.

This investment is valued at $75,000 at 4 December 2024.

Zincovery Limited

The interest in Zincovery Limited was purchased on 25

October 2024 following a capital raise by the company. This

investment is valued at $394,000 at 4 December 2024.

Tectonus Limited

The interest in Tectonus Limited was purchased on 21

November 2024 following a capital raise by the company.

This investment is valued at $200,000 at 4 December 2024.

OrbViz Limited

The interest in OrbViz Limited was purchased on 2

December 2024 following a capital raise by the company.

This investment is valued at $100,000 at 4 December 2024.

Opo Bio Limited

A follow-on investment in Opo Bio Limited was purchased

3 December 2024 following capital raises by the company.

This follow-on investment is valued at $100,000 at 4

December 2024.

BioOra Limited

The interest in BioOra Limited is expected to be purchased

before 24 December 2024 following a capital raise by the

company. The investment (which is currently held in cash) is

valued at $400,000 as at 4 December 2024.

An independent valuation has not been obtained in

respect of these investments as we (in conjunction with

our investment partners) consider we have sufficient

information and expertise to assess their value when

applying our valuation approach outlined in Section 4 –

How the Booster Innovation Fund works.

Our Investment Partners

A key element of the Fund’s strategy is to establish strong

partnerships with entities that have expertise in developing

and commercialising intellectual property.

We have formalised a partnering relationship with the

following entities:

Wellington UniVentures, the commercialisation

company of Victoria University of Wellington

• Victoria University of Wellington supports the

commercialisation of intellectual property through a

dedicated company – Victoria Link Limited (trading as

Wellington UniVentures) which has been operating for

nearly 30 years.

• Wellington UniVentures support the commercialisation

of university owned intellectual property arising from

research, provides financial support and specialist

expertise to develop and de-risk university originated

innovations and works with the innovators to

commercialise developments. Wellington UniVentures

has a substantial pipeline of innovations and potential

new start-ups.

• In July 2018, NZ Innovation Booster Limited Partnership

(NZIB) was established between Wellington

UniVentures and Booster Financial Services Limited.

The partnership was established to introduce privately

sourced funding and allow Wellington UniVentures to

recycle its capital into further developing the emerging

pipeline of intellectual property innovations at Victoria

University of Wellington.

• The NZIB board (which has representatives from both

Wellington UniVentures and Booster Financial Services

Ltd) is responsible for assessing and monitoring

investment opportunities on behalf of the limited

partners (of which this Fund is one).

• The Fund, through its interest in NZIB, has an interest

in several businesses originating from Victoria

University of Wellington.

Otago Innovation Limited, the technology office of

University of Otago

• Similarly to Victoria University of Wellington, University

of Otago supports the commercialisation of technology

through Otago Innovation Limited (OIL). OIL has a

similar pipeline of potential investments to Wellington

UniVentures.

• OIL subsequently joined NZIB as a partner in April

2020 for the same purpose in respect of University of

Otago intellectual property.

• The Fund, through its interest in NZIB, also has

an interest in several businesses originating from

University of Otago.

The NZIB partnership is a unique and very valuable

relationship to the Fund. It provides the Fund with a

source of regular investment opportunities, each of which

are known by and have received active support from the

relevant university commercialisation companies who have

expertise relevant to the business.

None of Wellington UniVentures, or OIL receive any

consideration directly or indirectly related to the partnering

arrangements with us, nor hold units directly in the Fund.

We also have strong collaborative relationships and informal

networks with several other organisations and investors that

specialise in incubating, supporting and investing in early-

stage businesses.

Booster Innovation Fund37
Management of the Fund

As manager, we are responsible for managing the day-to-

day activities required for the Fund. These duties include:

• managing the investments of the Fund in accordance

with the SIPO;

• through its investment partners, co-investor network

and broader professional network, identifying

investment opportunities for the Fund;

• assessing the credentials and experience of investment

partners and co-investors;

• assessing investment performance and valuations of

existing investments in conjunction with investment

partners;

• assessing investment opportunities against the Fund’s

investment criteria in conjunction with investment

partners;

• investor communications;

• administration of the unitholder register; and

• compliance with relevant legislation and regulations.

We have entered into a support agreement with our

parent company Booster Financial Services Limited

(BFSL) whereby BFSL provides services and support to us,

including in relation to managing scheme property. See

section 10 of the PDS (about Booster and others involved in

the Scheme) and the Other Material Information document

available on the offer register at www.disclose-register.

companiesoffice.govt.nz.

We have established a professional and highly experienced

team to manage this Fund:

• The manager’s Board of Directors takes overall

responsibility for the Fund.

• The Investment Committee is responsible for the

Fund’s investment strategy, including establishing and

monitoring relationships with investment partners,

portfolio allocation, and investment decisions and

ongoing monitoring for direct investments. Investment

decisions and monitoring is delegated to a specialised

investment sub-committee to reflect the specialist

expertise required in this sector.

• The Advisors provide oversight and support to

the management team and advise the Investment

Committee on investment opportunities, investment

partners, investment strategy and valuations.

• Key management personnel in relation to the Fund are

involved in the critical day-to day management of the

Fund. They are supported by the rest of the leadership

team – see the Other Material Information document

available on the offer register at www.disclose-register.

companiesoffice.govt.nz for further details. Where

required, the team can provide direct support and

assistance to the investee companies.

Booster Innovation Fund38
Melanie Templeton, Wellington

Bachelor of Business Information – Marketing and Communications

Mel is an independent director, and has a strong background in governance, risk and assurance and

regulatory compliance as well as significant experience in financial services, specifically around fintech

and retail banking.

Dianne Day, Sydney

BA, MBA (Hons), FINSIA, Fellow of the Australian Institute of Company Directors

Dianne is an independent director and is an accredited professional trustee with significant experience

in the investment management industry. Dianne spent a number of years in senior commercial roles in

New Zealand and Australia and the past 10 years as a professional independent trustee for a number of

regulated pension schemes in the UK. Dianne’s commercial and fiduciary experience combine to offer

a unique blend of business expertise and customer insight to her board appointments.

The manager’s Board of Directors

John Selby, Mt Maunganui

BC, CA (NZ Institute of Chartered Accountants), Member of NZ Institute of Directors

John is the Chair and an independent director. He brings a wealth of experience from his 37-year

career with PricewaterhouseCoopers, of which 25 years was as a partner in advisory and assurance.

John has experience across a range of industries, including financial services and currently holds a

number of governance roles. This includes Wellington UniVentures, the company that supports the

commercialisation of innovation developed within Victoria University of Wellington, and NZ Innovation

GP Ltd, the general partner of NZIB.

Allan Yeo, Wellington

BCA (Hons), BA

Allan is a director and the Managing Director of our parent company, Booster Financial Services

Limited. He has held a number of senior banking roles with Barclays Bank PLC in New Zealand,

Australia and the United Kingdom and was previously the Managing Director of Tranzact Financial

Services Limited, which was an ASX listed company.

Paul Foley, Wellington

BCA/LLB, Chartered Fellow, NZ Institute of Directors

Paul is a director and the Executive Chair of the board of directors of our parent company, Booster

Financial Services Limited. Paul is a consultant with MinterEllisonRuddWatts. He has over 30 years’

experience working with companies in the financial services, manufacturing and energy fields and is a

past director of NZX and ASX listed companies.

Daniela (Dana) McKenzie, Auckland (appointed 9 August 2023)

MA, BSc

Dana is an experienced entrepreneur, advisor and recognised member of the innovation and

entrepreneurship ecosystem. For over 20 years Dana’s career has taken her from her native Romania

to America, Switzerland, France and New Zealand. Her specialty is working at the intersection of

technology and science. Experienced in taking innovations to the world, in different markets, helps

Dana have a pragmatic assessing and guiding approach to the start-ups that attempt the same with

limited financial resources. In New Zealand since 2014, Dana has made several investments in early-

stage companies and is an experienced director having served on their Boards. Dana holds an MSc

in Computer Science from University of Colorado in Boulder and an MBA from IMD in Lausanne,

Switzerland and is currently Head of Global Partnerships at Ara Ake, a business driving growth and

adoption of new and emerging energy technologies.

John Selby, Wellington

See John's details above.

The Advisors

Booster Innovation Fund39
The Booster Innovation Fund Sub-Committee

Nicolas Williams, Wellington (Head of Direct Investments and Investment Committee Member)

LLB, BCom, MBA, MINstD

Nicolas has over 20 years of investment and commercial experience spanning corporate strategy,

operations and capital markets. Nicolas has held senior roles at Macquarie, NZ Treasury and Z Energy,

as well as a number of governance and advisory roles. Acting at times as both advisor and principal,

Nicolas has completed corporate transactions with an aggregate capital value of over NZ$8 billion

across a wide range of industries and geographies.

David Beattie, Wellington (Investment Committee Member)

BMS

David is a Principal with the Booster Group. He has over 35 years’ experience in investment

management and portfolio research, including 16 years at a major Australasian bank where he was

responsible for the management of $1.5 billion of managed funds.

Melissa Yiannoutsos, Wellington (Investment Committee Member and Innovation Funds Manager)

BCA

Melissa has over 20 years’ experience in the investment and science commercialisation sectors. She

completed her commerce degree at Victoria University of Wellington and Entrepreneur Programme at

Massachusetts Institute of Technology. She has had executive and director roles in technology start-up

companies leading strategic growth, capital raising and negotiating key partnerships.

See Section 9 - About Booster and others involved in the Fund for more information about us.

Key Management Team Personnel

Melissa Yiannoutsos, Wellington

See Melissa's details above.

Allan Yeo, Wellington

See Allan's details above.

Nicolas Williams, Wellington

See Nic's details above.

Paul Foley, Wellington

See Paul's details above.

Alison Payne, Wellington (Chief Operating Officer)

Alison is the Chief Operating Officer for the Booster Group and has been with Booster since 2007.

Alison has over 20 years' expereince in investment banking and energy markets, focusing on

settlement and administration, and also has a strong business analyst background from the various

roles she has performed during her career.

Booster Innovation Fund40
Purpose of the Offer

The purpose of this offer is to enable the Fund to purchase

additional early-stage investments and increase the

diversification of its portfolio in line with the investment

strategy of the Fund. Money invested from direct investors

in the Fund will be combined with moneys invested by other

Booster managed investment schemes that have a portion

of their investment allocation invested in the Fund. The

application money received by the Fund will initially be held

as cash until suitable investments are found. Please note

that:

• It is not known how much money will be raised under

this offer or of its timing. The size of the Fund following

the issue of units under this offer will determine how

many investments the Fund can purchase.

• The scale and number and timing of investment

opportunities made by the Fund from the money raised

cannot reasonably be predicted due to the availability

of suitable investment opportunities.

• As this is a long-term investment, the likely rate of

return from the Fund and the timing of when any

return may be earned over the short term is inherently

uncertain and cannot be predicted nor any reasonable

assumption be used.

There is no minimum amount required to be raised under

this offer and there is no underwriting in respect of this

offer. As this offer of units in a managed investment scheme

will remain open on an ongoing basis, the pace at which the

Fund can pursue its investment strategy will be determined

by the amount and timing of new money it receives. New

units in the Fund will generally only be issued to investors

once a month, on the first business day of each month.

To provide the Fund with a committed supply of future

capital, we may seek to secure the commitment of a

significant capital contribution to the Fund. Any units

issued under such a commitment will be at the prevailing

Unit Price (the net asset value per unit). The costs of such a

commitment (such as brokerage or underwriting fees) may

be charged to the Fund where we are satisfied the costs are

fair and reasonable to all investors, and that securing such a

capital commitment is in the best interests of all investors.

See Section 7 – What are the Fees? for further details.

Future Performance of the Fund

The financial performance of the Fund is related to the

performance of the investment assets it holds directly or

indirectly. The performance of the Fund is most impacted

by the following:

Success of the investee businesses in

commercialising their intellectual property

An early-stage business is a high-risk investment. Many

early-stage businesses fail to achieve their objectives and

often take longer to achieve profitability than expected,

resulting in a low investment return or a total loss of capital

invested.

Key drivers of a successful early-stage business include:

• Success in proving the effectiveness of the technology

and product market fit

This Fund targets investing in businesses that have

developed a new technology or a new application of an

existing technology (its intellectual property). In many

cases, the effectiveness of this technology may not

have been fully proven and may be subject to further

testing or trialling before it is approved (particularly in

the case of biotechnology) or successfully implemented

in a product that has a commercial market.

The development or testing process may be expensive

and/ or time consuming and may require significant

ongoing funding prior to the business being able to

proceed to commercialisation of the technology.

The technical uncertainty that a business faces

significantly affects the value of that business. As the

business successfully achieves technical milestones,

its value may increase significantly, and vice versa, its

failure to achieve technical milestones may result in the

value falling significantly.

• Success in establishing a strong customer base

Even where the technology has been technically

proven, the company still needs to successfully

commercialise that technology. This means the

technology must be able to be delivered to markets in a

cost-effective way that attracts a strong customer base

and allows the business to make a cash profit.

Commercialisation strategies include:

• Licensing the technology or product;

• Manufacturing and selling through proprietary or

existing channels;

• Partnering to enter the market;

• Trade sale (sale of the business to a larger industry

player).

An outright buy-out is a common exit strategy for

investors who invest in early stage businesses.

• Degree of protection of the intellectual property from

imitation

Ground-breaking technology is significantly more

valuable where it is technically proven and protected,

has a strong commercialisation opportunity, and

cannot be easily imitated by competitors. The degree

of uniqueness of the technology, the company’s

intellectual property strategy and protection through

patents may significantly enhance the value of the

business and the returns to the Fund.

• Strong senior team

A successful early-stage business needs to have

experienced, passionate and motivated founders and a

senior team that share a clear vision and are committed

to the business strategy.

In order to improve expected investment outcomes, we

utilise a partnership or co-investing model with other

investors who have experience in the relevant market or

technology and in managing and supporting early-stage

businesses. A formal due diligence process is undertaken

with co-investment partners prior to each investment,

with support and monitoring implemented as considered

appropriate for the business, which may also include taking

a position on the Board of the investee business.

Access to a diversity of investment opportunities

The high-risk nature of investing in early-stage businesses

means that diversification is critical in spreading the

investment risk across a portfolio of investments. Capital

contributions from new and existing investors are required

to provide the Fund with the capital necessary to enable it

to expand from its current investment portfolio of over 30

active investments to a broader portfolio of more than 40

investments. Having a range of sources of opportunities to

invest will provide greater potential to increase the number

of investments held by the Fund, as well as achieve a wider

range of fields within which they operate, and the stage of

maturity of a particular business.

Booster Innovation Fund41
We have extensive networks across the intellectual

property sector in New Zealand. We recognise that

different parties will provide access to different investment

opportunities, and the intention is to establish strong

links with a number of different parties to ensure the Fund

continues to expand its investment portfolio.

Performance-based fee only, with low fixed costs

A significant cost to many early-stage investment funds is

the entry fee, annual management fee and other related

charges that are charged by the investment manager of the

fund. Fixed fees, or fees charged on a percentage of the

value of the fund can have a significant negative impact on

the longer-term value of the fund, particularly when its units

are quoted on a recognised exchange, and/or where the

fund is not consistently delivering high investment returns.

In this Fund, we only charge a performance-based fee on

returns above a hurdle return. This aligns the interests of

the manager and the investor and means we may earn

high fees for high performance, but will earn no fees for

investment performance below 10% per annum. This fee

structure minimises the erosion of value of the portfolio

over time caused by high ongoing base fees.

See Section 7 – What are the Fees? for further details.

Proportion of the capital of the Fund deployed

Following the issue of new units on a monthly basis and

occasional specific capital raising activity, the Fund may

hold a high proportion of cash, along with its investments.

The extent to which suitable investment opportunities are

found will determine how quickly the cash is invested. If the

cash portion of the Fund is relatively high (and on which an

interest return will be earned), this will have an effect on

the Fund’s return because the cash is not committed to an

investment.

We have the right to restrict applications for units in the

Fund and may do so where it has excess liquidity, to reduce

the risk of dilution of investment returns.

Nature of the Returns

The return on your investment is determined by the change

in the value of the units you hold plus any distributions

you may receive. The unit value is driven primarily by

our assessment of any change in the fair value of the

investments (net of any accrued performance-based fees),

any income received from its investments (either interest or

dividends), and any proceeds from the sale of investments.

Change in Value

Changes in our assessment of the fair value of the

investments will be reflected in a change in the value of

your units in the Fund. As described above, the fair value

of investments is influenced by the degree of success

the business has in achieving its technical and business

objectives. To the extent a change in the fair value of the

investment may result in a performance-based fee payable,

the accrual for performance-based fees is also reflected in

the value of your units in the Fund.

Income from Investments

The Fund may receive interest from its cash holdings and

may receive a dividend from its investments (to the extent

the investments have achieved profitability), or in the event

of a full or partial sale of the Fund’s investment interest, the

Fund will receive proceeds from this sale, which may be

higher or lower than its original investment.

Distributions and withdrawals

The Fund does not intend to make regular distributions to

its investors. As the Fund will aim to make a limited amount

of cash available for withdrawals directly from the Fund

on a quarterly basis, the returns on units in the Fund will

be limited to any gains you make if you utilise this limited

withdrawal facility or if you sell your units through the NZX.

However, in the event of a sale of an investment, we may

make some or all of the proceeds of the sale available

for withdrawal from the Fund. Once the Fund has a well-

diversified portfolio (which may take up to 5 years), we

intend to make an increasing proportion of the proceeds

available for withdrawal. All investors will be given the

opportunity to participate in any such opportunity. Note, the

withdrawal charge will not apply in this situation.

Investment Realisation Strategy

As noted above, the Fund’s returns will be primarily driven

by the change in the value of its investments, with the bulk

of the expected cash returns being earned on the ultimate

sale of the individual investments.

We review the portfolio on an ongoing basis with respect

to its quality, diversification and ability to realise returns.

We expect to hold most investments for at least 5 years

and in some cases considerably longer. Once a company

has secured a strong market position and cash flow, then

commercialisation will be considered complete. At that time

we will consider the merits of continuing to hold investments

in the company. In doing so we will consider the likely

returns from holding versus realisation of the investment.

We have identified the most common options for realisation

of the investments are:

• Sale of share interest to the investee company’s other

shareholders or to a third party;

• Trade sale of the company to an industry player;

• Purchase of the company by a new shareholder (e.g.

venture capital investor); or

• Quoting the investee company's shares on a recognised

exchange such as the NZX (referred to as an ‘Initial

Public Offering’ or IPO).

Since its commencement, the Fund has realised its

investment in one business through its interest in NZIB–

EdPotential Limited, which was sold in December 2021 to

New Zealand based Education Perfect, resulting in a 32%

gain on the Fund’s original investment. This exit occurred

earlier than expected for the Fund, though had been an

investment of Wellington UniVentures since 2015.

Booster Innovation Fund42
3. Terms of the offer

Product

Units in the Booster Innovation Fund.

How you invest

Investing by applying directly to us or through your financial adviser

You can initially invest in the Fund by completing and submitting an application form to us,

or through your financial advice provider.

The application form is available by contacting us, at www.booster.co.nz, or from your

financial advice provider.

Units are issued by the Fund at its Unit Price.

Buying units in the Fund on the NZX Main Board

Alternatively, you can purchase units on market at the quoted price through an NZX

participant (such as a broker) or by arrangement through us.

See www.nzx.com/services/market-participants for a list of current NZX Participants.

The quoted price on the NZX Main Board may differ from the Unit Price provided by the

Fund and may be traded at a discount or premium to the Unit Price, depending upon

the availability of buyers and sellers, their respective view of the underlying value of the

investments or their expected return from the Fund (refer also to the Liquidity, withdrawal

and trading risk outlined in Section 6 - Risks to returns from the Booster Innovation Fund.)

Other funds managed by us (Booster Managed Funds) also invest in the Fund and may

trade either directly or through the NZX Main Board. For more information on how potential

conflicts of interest are managed see the Other Material Information document available on

the offer register at www.disclose-register.companiesoffice.govt.nz.

When you can invest

Investing by applying directly to us or through your financial advice provider

While you can apply to invest in the Fund at any time, new units in the Fund will generally

only be issued to investors once a month, on the first business day of each month.

Applications received up to 10:00am on the first business day of the month will be

processed on the first business day of that month.

Any money received by us with an application to invest in the Fund from an investor will be

held in the Fund’s application account until the new units are issued. No interest or other

returns will be earned while the money is held in the Fund’s application account.

While the Fund will generally accept new investments from investors once a month, we

may refuse to accept, or may reduce, an investor’s investment application at our discretion.

This may include if the Fund is carrying excess liquidity and does not expect to have an

opportunity to invest application money in new investments within 6 months. No interest or

other return will be paid on any returned money.

Applications may be processed at other times of the month, for example, where additional

capital is required to settle an acquisition. All applications received up to that point will be

processed at the relevant Unit Price.

Buying units in the Fund on the NZX Main Board

You can buy or sell units in the Fund on the market at any time, provided there are interested

sellers and buyers.

How much you can

invest

The minimum initial investment in the Fund is $1,000. While you are not required to make

any further investments, you can invest more by making additional investments (minimum

$500).

For trading on the NZX, your broker will be able to advise on the minimum parcel size.

While the maximum amount you invest is up to you, we may refuse to accept, or may

reduce, an investor’s initial or additional investment in the Fund to ensure the Fund does not

hold excessive levels of cash and to protect the Fund’s PIE status.

We may waive or vary the minimum investment amounts at any time.

How to pay

If you are investing by applying directly to us or through your financial advice provider, you

can make investments by direct credit, direct debit or any other method acceptable to us.

Cash deposits will not be accepted.

Booster Innovation Fund43
How to withdraw or sell

Selling your units on the NZX Main Board

Units in the Fund are quoted on the NZX Main Board, so you can sell your investment

through an NZX Participant (such as a broker) or by arrangement through us, if there are

interested buyers (NZX trading volumes may be limited at times).

In order to trade quoted units through a NZX Participant, you will need to have a Common

Shareholder Number (CSN) and an Authorisation Code (FIN).

Periodically, we can request investors whose holdings are below the required minimum

value to increase their holdings otherwise we may require those units to be sold on the NZX.

Withdrawing your units directly with the Fund

You should regard an investment in this Fund as not readily redeemable when making your

investment decision. The Fund has no fixed date on which you may get your money out. The

Fund will aim to make a limited amount of cash available for withdrawals directly from the

Fund on a quarterly basis, at the Unit Price. The amount available for withdrawal is at our

discretion and will be significantly influenced by the availability of free cash within the Fund

relative to investment opportunities being pursued. If demand for withdrawals exceeds the

cash made available, we will determine a basis for the equitable scaling of available cash.

Any withdrawals from the Fund will incur a withdrawal charge. After the 5th anniversary

of your acquisition of the units being redeemed, the withdrawal charge is capped at 5% of

the amount redeemed. Withdrawals before the fifth anniversary of your acquisition of the

units being redeemed incur a higher charge, starting at 10% of the amount redeemed, and

reducing by 1% for each complete year since the units being redeemed were acquired.

Withdrawal requests should be submitted to us by 10:00am on the last business day of the

calendar quarter (and by 10:00am on the second Friday of December for the December

quarter). Withdrawals (that can be met from the cash set aside as noted above) will be

processed within 5 working days of the first business day of the next quarter. The minimum

withdrawal request is $500.

In the event of a sale of an investment by the Fund (or by an underlying fund where the

proceeds of the sale have been distributed to the Fund), we may, at our discretion, make

some or all of the proceeds available for withdrawal from the Fund. All investors will

be given the opportunity to participate in any such opportunity. While infrequent and

unpredictable, this may provide an opportunity for investors to redeem some of their units

at the relevant Unit Price of the Fund. The withdrawal charge will not apply in this situation.

Periodically, we can request investors whose holdings are below the minimum balance to

increase their holdings otherwise we may require those units to be sold to us or a nominee

at the Unit Price at the time. We may also require investors to reduce their holdings to

ensure the Fund can maintain its PIE status.

The Unit Price

If you are investing by applying directly to us or through your financial advice provider, the

price to be paid for the units in the Fund will be the Unit Price for the day on which your

application is processed (see above at ‘When you can invest’). The Unit Price is the net asset

value of the Fund (being the value of all assets less the value of all liabilities) divided by the

number of units on issue.

Distributions, and the

nature and frequency

of returns

The Fund will not make regular distributions to investors.

The Fund may, on occasion, make a distribution based on any taxable income it has

received.

See 'Nature of the Returns' on page 41 for more information.

Trust deed/ Statement

of Investment Policy

and Objectives

Further details on the key terms of the Fund can be found in the trust deed and SIPO which

can be found in the scheme register at www.disclose-register.companiesoffice.govt.nz

Booster Innovation Fund44
How the Fund Works

The Fund has been established within the Booster

Innovation Scheme (Scheme), a managed investment

scheme that is registered under the Financial Markets

Conduct Act 2013. Investors buy units in the Fund.

The Scheme is governed by a trust deed, which is an

agreement between us and the Scheme’s supervisor (Public

Trust) describing how the Scheme works, as well as our and

Public Trust’s responsibilities.

When you invest your money in the Fund, you receive

‘units’. Units represent your share of the investments in

the Fund. The Unit Price multiplied by the number of units

you have in the Fund shows what your share is worth when

applying our valuation of the units. If the Fund’s investments

go up in value your units will be worth more and if they go

down in value your units will be worth less.

The return on your investment ultimately comes from the

price at which you are able to withdraw or sell your units

(as well as any distributions you may receive on your units).

As units in the Fund are quoted on the NZX Main Board

you can sell your investment through an NZX Participant

(such as a broker) or by arrangement through us, if there

are interested buyers – although the amount you get may

be less than the amount that you invested. As explained in

Section 3 – Terms of the Offer, above, there is also limited

ability to make withdrawals from the Fund. We may make

some or all of the proceeds of the sale of an investment

available for withdrawal, though the timing of this is

inherently unpredictable. Due to the restricted nature of the

ability to make a withdrawal, you should only invest money

that you do not need access to for a number of years.

Investment Valuation Approach

We are responsible for calculating the Unit Price (or

net asset value per unit) and for issuing and redeeming

units. It is our aim to ensure the valuation approach we

take is robust, consistent and fair to existing investors,

new investors purchasing units in the Fund, and those

withdrawing units from the Fund.

The valuation of private, unlisted, pre-profit companies is

challenging and involves significant use of judgement. We

consider a range of information that we believe is relevant

to the valuation of the investee companies, both related

to the specific business, as well as externally sourced data

such as industry benchmarks or comparable transactions

where available. Our approach to valuations has been

developed in consideration of the principles detailed in

the International Private Equity and Venture Capital (IPEV)

guidelines (see - www.privateequityvaluation.com/

Valuation-Guidelines), as well as Generally Accepted

Accounting Practice in New Zealand.

The investment valuation approach we apply (Investment

Valuation) in respect of the investments is summarised as

follows:

Direct Investments

Where the Fund holds the investment directly (which

may include investments in conjunction with a lead co-

investor), the last price at which capital was raised by the

relevant business from other external investors is used as

a starting reference price. We, or the lead co-investor, will

also consider how recently the business last raised capital

and its relevance given changes in the business, as well as

any changes to its target market or its progress towards

the commercialisation of its intellectual property since the

last capital raise. An assessment will be made of the extent

to which the business has achieved its business plan since

the last capital raise, its remaining cash available, and any

capital raising activity in progress, on a quarterly basis.

Where there is uncertainty of outcomes relevant to the

value of the business, we apply probability weightings to

reflect the uncertainty and risk.

Where we assess the value of an investment may have

materially changed since its purchase or last formal

valuation assessment, a more comprehensive assessment

of value is made including consideration of other indicators

of value such as industry valuation benchmarks, similar

investment company comparisons or third-party pricing

events where available.

In between formal valuation assessments, any other new

information received in respect of an investment that may

be material to the Fund’s Unit Price is considered by us

when it is received and is reflected in the Unit Price and/

or notified via the NZX market announcement platform to

ensure the Fund continues to meet its continuous disclosure

obligations.

All valuations are performed by our in-house investment

team (or in conjunction with a lead co-investor), reviewed

by the Fund’s Advisors, and considered and approved by the

Fund’s Investment Committee.

Indirect Investments

Where the Fund holds the investment indirectly, the

valuation will be initially determined by the manager/ Board

of the relevant underlying investment fund and reviewed

by the Fund’s Advisors prior to approval by the Fund’s

Investment Committee.

We also assess the valuation approach taken by our

investment partners for consistency with our valuation

approach described above. For example, our valuation

approach is consistent with that applied by NZIB in respect

of its investments.

On a monthly basis we will consult with the manager/ Board

of the underlying fund to establish if there is any other new

information that may be material to the Fund’s Unit Price

prior to the issue or redemption of units in the Fund.

Also, consistent with the approach outlined for direct

investments above, we will consider any other new

information received by us at any time in between formal

valuation assessments to determine if an adjustment is

required to the Unit Price and/ or notified via the NZX

market announcement platform to ensure the Fund

continues to meet its continuous disclosure obligations.

All other assets and liabilities of the Fund (including

provisions for performance-based fees and other expenses)

are updated on a daily basis.

The Fund (including the valuation of its investments held

directly by the Fund) is subject to an independent audit on

an annual basis. We may seek independent valuations if

considered appropriate for one or more of the investments

in the Fund.

4. How the Booster Innovation Fund works

Booster Innovation Fund45
The Benefits of Investing in the Fund

The Fund offers investors the following benefits:

Supporting NZ innovation. The Fund actively invests in

intellectual property originated or developed in New

Zealand – helping to keep the benefits of innovation in New

Zealand for longer;

Diversification.

• An appropriate exposure to this Fund (relative to your

total investment portfolio) can provide diversification

benefits when used as part of an existing investment

strategy due to the historically low to modest

correlation of returns of early-stage investments

to other traditional investment classes. Although

individual circumstances and personal risk attitudes

will differ, we recommend that an investment in this

Fund only represents a small proportion of your total

investment portfolio;

• The Fund takes a portfolio approach to investing in

early-stage businesses. By holding a diverse range of

a higher number of investments, the Fund is able to

balance the high risk of failure with the high rewards for

successful businesses;

Potential for high returns. Research has shown that a

diversified portfolio of early-stage companies such as those

held by this Fund potentially delivers significantly higher

returns than the broader listed equity markets. However,

investment in this specialised area does come with higher

expected volatility of returns and high rates of failure of

some of its underlying investments (see comments on the

Refinitiv Venture Capital Index on page 9 of this document);

Access to exciting start-ups. Investors, other than very high

net worth investors, usually find it difficult to access this

type of investment opportunity;

Unique fee structure. There is no base management fee and

a performance-based fee is only charged on performance

above a 10% return. This means the Fund must achieve a

10% return in each financial year before any management

fees are payable, after which we receive 20% of investment

return in excess of 10%. The fee structure has been

designed to ensure optimal alignment between our interests

and those of investors. (see Section 7 – What are the Fees?

for further details);

Tax benefits. The Fund is structured as a listed portfolio

investment entity (PIE) which means any capital gains made

on the sale of an investment are not subject to tax. Tax is

paid by the Fund at 28%. To the extent distributions are

paid, imputation credits may be available for New Zealand

resident individual or trustee investors (other than unit

trusts) on lower tax rates to apply surplus imputation credits

against other taxable income they may have. Tax rates may

change in future;

Experience. The Fund utilises a partnership or co-investing

model, where investments are made, directly or indirectly,

in conjunction with other investors who have experience

and expertise in developing and commercialising

intellectual property.

Quotation on NZX Main Board. The Fund is quoted on the

NZX Main Board, giving investors the opportunity to sell

their units should they need to, so long as there is a buyer

(NZX trading volumes may be limited at times).

Related Party Benefits

NZIB

As shown in the structure diagram in Section 2 – What the Booster Innovation Fund invests in? the Fund owns units in NZIB,

which is a partnership between Booster Financial Services Limited (BFSL), Victoria Link Limited (Wellington UniVentures) and

Otago Innovation Limited (OIL). Due to BFSL being a shareholder of the general partner and a limited partner of NZIB (and

who had invested through NZIB in conjunction with a number of Booster Managed Funds prior to the Fund’s establishment),

we consider NZIB to be a related party. Also, as both Wellington UniVentures and BFSL are shareholders of the general

partner and are limited partners of NZIB, we consider Wellington UniVentures to be a related party.

NZIB holds shares in the underlying businesses as outlined in Section 2 – What the Booster Innovation Fund invests in?

See the ‘Other Material Information’ document available on our website www.booster.co.nz for more information on NZIB.

During the past two years the Fund acquired NZIB partnership units where the overall transaction resulted in Wellington

UniVentures reducing its interest in specific underlying businesses through a sale of some of its NZIB units and/or the sale of

shares in the underlying business(es) to NZIB and receiving cash in return. A brief description of these transactions:

DateTransactionRelated party benefit

Mar 2023

The Fund acquired NZIB partnership units giving

beneficial interests in Advemto Ltd, Allegro Energy Pty

Ltd, Inhibit Coatings Ltd, TasmanIon Ltd and X-Frame

Limited

Wellington UniVentures realised NZIB units and

received cash consideration totalling $0.52 million

Feb 2024

The Fund acquired NZIB partnership units giving

beneficial interest in Wellumio Ltd

Wellington UniVentures realised NZIB units and/

or Wellumio Ltd shares to NZIB and received cash

consideration totalling $0.404 million

Booster Innovation Fund46
The Fund may enter into future transactions which will

involve it acquiring NZIB units giving beneficial interests

in certain underlying businesses, which may result in a

related party benefit to Wellington UniVentures by way

of them realising some of their NZIB units and receiving

cash consideration (which is a primary purpose for the

establishment of NZIB).

In all transactions undertaken by NZIB, the investee

businesses are valued in accordance with the Fund’s

investment valuation approach (as outlined on page 44),

including, for example, the valuations are often significantly

informed by the last price at which capital was raised by

the relevant business from other external investors. These

values are reviewed by the NZIB Board, the Fund’s Advisors

and approved by the Fund’s Investment Committee (noting

any potential conflicted interests). The transactions are

completed on arm’s length terms.

There are other transactions between the Fund and NZIB

on occasion (e.g. where a new investment is acquired via

an interest in NZIB). However, in these transactions the

Fund obtains a direct economic exposure to the underlying

investee businesses and the Fund’s interest is not pooled

with those of other limited partners of NZIB, Accordingly,

we consider that, in substance, these transactions do not

provide any related party benefits.

Under the Portfolio Investment Entity (PIE) eligibility criteria

rules, the Fund is restricted to hold no more than 20% of the

voting interest in each investee business. As a result, there

may be occasions where it is commercially desirable or

necessary, or simply due to historical shareholdings, that an

underlying investment entity hold more than a 20% interest

in an investee business on behalf of related entities. In this

situation, Booster Financial Services Limited or other funds

managed by Booster may retain an interest in an investee

business directly through the underlying investment fund.

We will actively manage any potential conflicts of interest

that arise in conjunction with the independent directors of

the Board, and the Supervisor.

There are no other specific transactions or proposed

transactions of the Fund that will result in a related party

benefit. Booster Financial Services Limited and the Booster

Managed Funds may make further investments in the Fund

in future.

Capital commitment

BFSL committed to invest new capital in to NZIB of up

to $2 million per year for at least 5 years when NZIB was

formed in 2018, subject to the underlying investments

meeting NZIB’s investment criteria. Currently other

Booster Managed Funds have agreed to take on 50% of

that commitment. These commitments can be partly or

wholly met by the Fund or other Booster Managed Funds.

To the extent that this arrangement may be considered as

providing a related party benefit to BFSL we note that all

such investments made by the Fund are on arm’s length

terms. Controls are in place to ensure such investments

are made for the benefit of the Fund and are separately

decided on by the Investment Committee for the Fund. See

the ‘Other Material Information’ document available on our

website www.booster.co.nz for more information on how

such conflicts of interest are managed.

Directors, Senior Managers and other Booster

Managed Funds

Directors and Senior Managers of Booster and BFSL are

considered related parties of the Fund. These individuals

and their associated parties may (and some do) invest in

the Fund and in doing so receive the same benefits as any

other investor in the Fund. Similarly, other Booster Managed

Funds may (and do) invest into the Fund. Such investments

are on arm’s lengths terms and the same terms as any other

investor in the Fund.

Booster Innovation Fund47
Note this does not include holdings of key personnel of Booster (including directors and senior managers) which are

separately disclosed on the NZX on a regular basis.

The interests noted above held by the Booster Funds are to provide various diversified portfolios with an exposure to

early-stage investments. The interest held by Booster Financial Services Limited represents the capital introduced by the

parent company to support the establishment of NZIB and meet the capital commitments made to NZIB under the limited

partnership arrangement.

The Fund held an interest in NZIB at 4 December 2024 of $11.5 million, representing 59.5% of the value of the assets of

NZIB.

Disclosure under NZX Listing Rules

As the Fund is quoted on the NZX Main Board, it is subject to the NZX Listing Rules. Under those listing rules, the Fund is

required to disclose material information to investors through the market announcement platform ‘promptly and without

delay’. Material information is information related to the Fund or the Manager that a reasonable person would expect, if it

were generally available to the market, to have a material effect on the price of the Fund. Material information may include

updates about specific investments held by the Fund, updates about the Fund or the Manager, and periodic reporting such

as the annual report, annual financial statements, or investor fund updates.

Units% of Fund

PT (Booster Investments) Nominees Limited on behalf of the Booster Investment Scheme

(a scheme managed by Booster)

576,1224%

PT (Booster KiwiSaver) Nominees Limited on behalf of the Booster KiwiSaver scheme

(a scheme managed by Booster)

6,841,69750%

PT (Booster Superannuation) Nominees Limited on behalf of Booster Super Scheme

(a scheme managed by Booster)

1,184,1129%

Asset Custodian Nominees Limited (units on behalf of (i.e. as custodian for)

underlying investors)

4,340,67232%

Including Asset Custodial Nominees Limited as custodian for

relevant interests of the Managing Director of the Manager,

Allan Yeo

Of Which the following units (being relevant interests of Allan

Yeo) are held for Booster Financial Services Limited

3,012,085

2,849,981

22%

21%

Related Party Interests

Interests in the Fund held by parties related to the Booster Group at 4 December 2024 are as follows:

Booster Innovation Fund48
5. Booster Innovation Fund’s financial information

Selected Financial Information

This table provides selected financial information about the

Fund. A copy of the unaudited interim financial statements

is available on the offer register at

www.disclose-register.companiesoffice.govt.nz

Full financial statements are available on the offer register

at www.disclose-register.companiesoffice.govt.nz. If you

do not understand this sort of financial information, you can

seek professional advice.

Prospective Financial Information

We have not provided any prospective financial information

in respect of this Fund. Following careful consideration

and due enquiry, we have concluded that any prospective

financial information would be likely to deceive or mislead

potential investors with regard to particulars that are

material to the offer.

Due to the unknowns in respect of the Fund and the

investments held by the Fund, we believe it is not possible

to prepare reasonable assumptions on which to base the

prospective financial information. The reasons that form the

basis for our view are:

Statement of Financial Performance of the Fund

For the period 1 Apr 2023

to 31 Mar 2024

$'000

Investment income1,628

Fees and expenses(35)

Net income before tax 1,593

Statement of Financial Position of the Fund

As at 31 Mar 2024

$’000

Cash350

Units in NZIB held at fair value11,728

Other investments held at fair value7,411

Other Payables(34)

Net assets19,455

We have not provided investment return information at this

stage as we consider the period of time from the Fund’s

establishment to be too short to make any meaningful

assessment of the Fund’s past performance.

Selected historic financial information is presented for the

period 1 April 2023 to 31 March 2024 based on audited

financial statements.

• It is not known how much money will be raised under

this offer or of its timing. The size of the Fund following

the issue of units under this offer will determine how

many investments the Fund can purchase.

• The scale and number and timing of investment

opportunities made by the Fund from the money raised

cannot reasonably be predicted due to the availability

of suitable investment opportunities.

• As this is a long-term investment, the likely rate of

return of the Fund and the timing of when any return

may be earned over the short term is inherently

uncertain and cannot be predicted nor any reasonable

assumption be used.

Booster Innovation Fund49
6. Risks to returns from the Booster Innovation Fund

Given the nature of the target investments of the Fund,

the risks to generating an appropriate rate of return are

significant. It is important that a prospective investor

understands the nature of the risks described below of

investing in this Fund and the steps we take to mitigate

these risks as far as possible.

A business fails to successfully

commercialise its intellectual property

Description. This is the risk that an early-stage business in

which the Fund has invested does not meet expectations

resulting in a low investment return or a total loss of capital

invested.

Why this is of significance. For each business that fails to

achieve its technical or business plans, the value of the

investment will likely fall, reducing the return of the Fund’s

portfolio overall. You may lose some or all of your money.

Assessment of likelihood, nature and the potential

magnitude of any impact. Early-stage businesses face a

higher level of failure risk than most other investment types,

including listed equities.

The key risks these businesses face may include:

• Technical uncertainty. The technology may not yet have

been proven and may require further development

or testing to become marketable. In the case of

completely new innovations there may be a number of

related developments required before the technology

can be deployed. These developments may not have

been identified at the time of investment;

• Market risk. The business may not be able to secure a

market to whom their product can or will be sold;

• Risk of loss of key people. Generally a new venture is

highly dependent on a small number of key people.

A loss of a key person is likely to have a significant

negative impact on the business;

• Intellectual property risk. The risk that the business’

intellectual property may not be easily protected or is

easily imitated eroding its future value. The patenting

process is slow and it is likely patents will not be

granted before early investments by the Fund;

• Funding risk. The risk that the business does not obtain

sufficient funding capital to allow it to reach its full

potential.

The rate of failure of early-stage businesses is high. Data

from New Zealand Venture Investment Fund (in their

paper – New Zealand Early Stage Company Investment

Valuations – December 2018) indicates that 28% of start-up

investments fail after an average of 4 years.

Mitigating Factors. We use a number of strategies to

manage the risk of investing in early-stage businesses.

These strategies are at both the overall Fund level and the

individual investment level:

Fund Level Strategies.

• Diversification. The Fund has an investment objective

to seek to invest in a large number of businesses

(indicatively more than 40), which have diversity in

their underlying intellectual property and its source, the

business sector in which they operate, the key people

driving the business, and the stage of maturity of the

business at the point of investment.

• Partnerships and co-investment. The Fund will seek to

partner or co-invest with entities that have expertise

in supporting the commercialisation of intellectual

property such as universities, research institutes and

private sector early-stage funders. NZIB is a good

example of the kind of partnership arrangements the

Fund is looking to develop.

• Monitoring and revaluation. We will seek to maintain a

close relationship with each of the investments, so that

they are monitored closely relative to their business

plans. The valuation of investments is reviewed on at

least a quarterly basis.

Investment Level Strategies.

• Technology plan. The investee will be expected to have

a completed technology proof of concept, a technology

or product development plan and to seek adequate

funding to complete this in its investment programme.

• Marketing plan. We expect investees to be familiar with

their target market and to include, either on the team or

Board, people familiar with that market.

• Alignment of interests. We would generally expect the

key personnel to have a financial stake in the business

so that all parties are aligned in their interests.

• Intellectual property (IP) plan. We require all investees

to have a strong IP strategy and a good understanding

of their freedom to operate.

• Capital plan. We expect investees to have a defined

capital plan to achieve profitability and sustainability.

Higher volatility of returns than traditional

equity investments

Description. Due to the high risk of early-stage businesses,

their value can fluctuate widely over short timeframes

depending on the progress they make against their business

plans, the confidence of their shareholders in the likelihood

of their success, and the willingness of existing and

potential investors to contribute more capital to continue

to support the business. Because the companies the fund

invests in often have revenue opportunities in overseas

markets, changes in exchange rates may also impact the

volatility of the value of these companies and therefore of

the fund.

Why this is of significance. The value of an investment in

the Fund may (and is likely to) go up and down faster and

more significantly than investing in many other investment

classes (including listed equities). This means an investor

may lose a significant portion of their original investment

in the short-term if a larger number than expected of

the investee companies fail and/ or the returns from the

successful investments are insufficient to offset the losses.

Each investor must ensure their investment in this Fund

represents an appropriate portion of their overall portfolio,

and that they intend to invest for a longer timeframe (at

least 15 years). As each business develops, the level of

business risk diminishes and the risk of volatility reduces as

a result.

Booster Innovation Fund50
Assessment of likelihood, nature and the potential

magnitude of any impact. As noted above, the rate of

failure of early-stage businesses is high. Despite this

failure rate (and associated loss of invested capital), those

companies that succeed have the potential to increase in

value substantially relative to the value of capital invested,

resulting in prospects of a positive risk-weighted investment

return.

Mitigating Factors. We seek to reduce this risk by planning

to invest in a large number of businesses, across a range of

stages of development and different business sectors which

increases the diversification of the Fund. The Fund’s focus

is on early-stage companies based on intellectual property.

They will generally be technology based, be focused on

international markets and revenue growth from inception.

On a portfolio basis, we would expect their valuation to

improve as they reduce technology and market risks in the

early phases of their development. A few of these individual

investments are likely to grow very fast and substantially.

Liquidity and withdrawal risk

Description. This is the risk that, due to the Fund only

facilitating limited and infrequent withdrawals an investor

is unable to sell their investment at a time that suits them or

that when seeking to sell through the NZX they are unable

to find a buyer, or that the NZX quoted price of the units is

lower than the Unit Price, or that in certain circumstances,

trading of the Fund’s units on the NZX is suspended.

Why this is of significance. The investments of the Fund are

small private companies and generally a lot less liquid than

investments traded on a recognised exchange, therefore

the Fund is not able to facilitate the regular withdrawals,

other than on occasion where an investment is sold and

we determine that some or all of the proceeds are to be

made available for withdrawal. The primary mechanism

for the sale of units, other than proceeds from occasional

investment sales, is to sell them on the NZX. The ability to

sell units on the NZX will be dependent on the availability of

buyers and that the Fund’s units have not been suspended

or removed from quotation on the NZX.

Assessment of likelihood, nature and the potential

magnitude of any impact. The availability of cash for

quarterly withdrawals is limited, and subject to the amount

of cash held by the Fund not committed to additional

investments. Also, the timing of when the Fund may sell one

of its investments is inherently unpredictable, and may not

align with when an investor wishes to make a withdrawal.

Under normal market conditions, it is anticipated there

will be buyers interested in buying units through the NZX,

though may be reduced numbers given they are also able

to purchase units directly from the Fund on a monthly basis.

Based on the experience of investments similar to this Fund,

the trading price on the NZX may be at a discount to the

Unit Price.

The likelihood of suspension or removal of the Fund from

the NZX is considered to be unlikely given the governance

and compliance framework in place to ensure its NZX

obligations are met.

Mitigating Factors. As described in Section 3 – Terms of

the Offer above, a limited amount of cash will be made

available on a quarterly basis for withdrawals, subject to a

withdrawal charge. Also, the listing of the Fund on the NZX

Main Board enales investors to sell their units if there are

interested buyers. On occasion, we may allow withdrawals

from the proceeds of the sale of an investment. No

withdrawal charge will be applied in this situation.

Concentration of investments

Description. This is the risk that the Fund’s investment

returns do not meet the long run expectations of a well-

diversified portfolio of early-stage investments due to

holding a relatively small number of investments, or the

investments being concentrated in particular sectors, or

concentrated in a particular stage of business development

which also reduces the level of diversification. This could

also occur following a significant upward revaluation of an

investment due to its success, resulting in a single company

becoming a large portion of the Fund value.

Why this is of significance. As noted above, early-stage

businesses face a high risk of failure, and a key objective of

the Fund is to invest in a large number of businesses across

different sectors and stages of development. Currently the

Fund has over 30 active investments and as a result, the

returns of the Fund may be more volatile compared to when

a more diversified portfolio (indicatively more than 40) is

achieved.

Assessment of likelihood, nature and the potential

magnitude of any impact. This risk is higher in the early

period of portfolio development as the Fund will hold

a smaller number of investments. At this stage, the

likelihood of returns being heavily influenced by individual

investments is higher, resulting in a higher level of volatility

of returns in the short term. The magnitude of this risk is

expected to diminish as the Fund grows and diversifies.

Mitigating Factors. We are actively pursuing additional

investments that will increase the level of diversification

over time and will monitor the investments in specific

sectors and stage of business development to improve its

diversification once the portfolio approaches maturity.

Valuation uncertainty

Description. This is the risk that the fair value of each of the

investments is inherently uncertain due to the subjective

nature of valuations.

Why this is of significance. The valuation of private,

unlisted, pre profit companies is challenging and

involves significant use of judgement. This may mean our

assessment of the fair value of an individual investment,

or the portfolio of investments, may be different to other

assessments of the fair value of the Fund’s investments. This

could result in a difference between the Unit Price and the

value of units trading on the NZX Main Board, and therefore

impact an investor’s ability to buy or sell units at their

assessment of the fair value. We do not intend to regularly

seek independent external valuations of the Fund’s investee

companies.

Assessment of likelihood, nature and the potential

magnitude of any impact. Any increase or decrease in the

value of an individual investment may be significant to the

value of the Fund and will have an impact on the value of

an investor’s investment in the Fund. By holding a smaller

number of investments in the Fund, the likelihood of this

occurring is higher than for more widely diversified funds,

but is expected to reduce over time as the number of

investments held increases.

Mitigating Factors. To manage this risk, we seek to apply

fair value valuation methodology in accordance with the

valuation approach described in Section 4 - How the Booster

Innovation Fund works. We formally review investment

values on at least a quarterly basis. We will base our

assessment on externally verified valuations where possible

(such as when the company successfully raises additional

equity funding) and will also consider how the business has

Booster Innovation Fund51
performed since that last capital raise, including making

an assessment of the impact of any new information about

how each business is performing as received. By investing

in a diverse range of businesses at different development

stages, we anticipate that a portion of the investments will

seek additional capital or will be subject to take over offers,

which provides opportunity to benchmark its valuations.

The Fund is also subject to an annual audit which includes

the assessment of the reasonableness of the valuation of its

investments, subject to the overall materiality of the Fund.

Capital contributions to the Fund are

insufficient to achieve diversification

Description. This is the risk that the Fund does not raise

sufficient capital to allow it to obtain a diverse portfolio of

investments within a reasonable timeframe.

Why this is of significance. Due to the higher risk of failure

in early-stage businesses and the difficulty in identifying

future successful businesses, unless the Fund is well

diversified, its investment performance will be dominated

by the success or failure of a small number of investments.

Assessment of likelihood, nature and the potential

magnitude of any impact. To reach a desired level of

diversification of at least 40 companies, the Fund will

require additional capital to purchase more investments.

While a large portion of that capital is expected to be

provided by Booster Managed Funds and Booster’s parent

company (as noted below), the Fund is also seeking capital

contributions from external investors to allow it to expand

its investment portfolio.

Mitigating Factors. Booster Financial Services Limited

(our parent company) made a financial commitment

to provide NZIB with new capital of up to $2 million

per year for at least 5 years, and $2.66 million of that

commitment remains uninvested. This provides NZIB, one

of the Fund’s co-investment partners with some certainty

of sufficient resources to continue to invest in suitable

investment opportunities and in turn improving the overall

diversification of the Fund. The commitment can be partly

or wholly met by the Fund or other Booster Managed Funds.

Additionally, Booster Managed Funds have investment

capacity and appetite to invest further in the Fund as the

Fund grows.

Flow of investable opportunities risk

Description. This is the risk that the Fund does not have

sufficient, suitable investment opportunities relative to its

investable funds.

Why this is of significance. If the Fund does not have access

to enough investment opportunities, it may have uninvested

cash, feel pressure to invest in more marginal ventures,

or take longer to achieve a desired level of diversification,

which in turn may impact the returns or the volatility of

returns.

Assessment of likelihood, nature and the potential

magnitude of any impact. While full portfolio diversification

will take some time to achieve, we consider the investable

opportunities currently exceed the Fund’s capacity to

invest.

Mitigating Factors. We have established close relationships

with Victoria University of Wellington, University of

Otago and Matū which provides direct access to a flow

of investment opportunities. We (together with our co-

investment partners) have strong networks in New Zealand

and are currently seeking to establish similar relationships

with other universities, as well as the public and private

sector.

Conflict of interest in valuation of

investments

Description. This is the risk that our judgement when

valuing investments is influenced by the impact such

valuations have on the performance-based fee we may

earn.

Why this is of significance. As manager, we are responsible

for valuing the investments of the Fund. The valuation of

investments is a key driver of the overall performance of the

Fund, and will determine whether, and how much, we may

earn as a performance-based fee.

Assessment of likelihood, nature and the potential

magnitude of any impact. The calculation of a performance-

based fee is directly impacted by the valuation of

investments. However, as some (57.7%) of the investments

are held via underlying funds, such as NZIB and Matū, and

all valuations are reviewed by the Advisors, the level of

influence we have on the valuations is moderated.

Mitigating Factors. As noted above, the investment

valuations are reviewed by the governing bodies of the

underlying funds, and by the Advisors of the Fund. In

addition, the Fund is subject to an independent annual

audit which includes a review of the valuation of the

Fund’s investments. Any performance-based fee would be

retrospectively adjusted should the audit process determine

that investment valuation changes were required.

Booster Innovation Fund52
Fee Category

13

Fee Type and RateBased onPaid to

Annual

management fee

No annual management fees are chargedN/AN/A

Performance-

based

management fee

We are paid an annual* performance-based fee (in units in

the Fund) equal to 20% of the net pre-tax return made by the

Fund in excess of the hurdle rate of return.

Hurdle rate of return: the hurdle rate is 10% p.a. which

approximates the 30-year New Zealand equity market

return.

Amount of the performance fee: 20% of the net return above

the hurdle rate + GST is payable as a performance-based

fee.

Maximum limit of the fee: there is no limit to the value of the

fee payable.

High water mark: a high water mark is used to prevent us

from being rewarded for the same performance twice. It

is increased each time the Fund’s return is positive, but

remains unchanged if the investment return is negative

in the year. This means a performance-based fee is only

payable for returns in excess of the hurdle rate after any

prior year losses have been covered.

Frequency of calculation and payment: the fee is calculated

and accrued in the Unit Price on a daily basis. The fee is paid

only in the form of units in the Fund on an annual basis at

the year-end Unit Price (being the net asset value per unit)

subject to any relevant audit adjustments (e.g. the valuation

of investments is amended through the audit process). In

addition, we are restricted from withdrawing those units

from the Fund, and can only sell the units to other investors.

This fee also covers the costs of managing and administering

the Fund, which include administration, accounting and

ongoing marketing expenses.

Because the performance-based fee is calculated on

the excess return over 10%, you may pay performance-

based fees even if the fund does not match or beat the

New Zealand market equity return in a particular year.

(Conversely, you may not pay a performance-based fee even

if the fund significantly exceeds the New Zealand equity

market return in a particular year).

*The first measurement period and payment date for the performance-

based fee was extended to 31 March 2023 to reduce the possibility

the strong returns achieved 24 August 2021 to 31 March 2022 were

not representative of a full year’s return. All other terms related to the

performance-based fee, including the daily accrual and method of

calculation, remained unchanged.

Excess return

above the

hurdle rate

(being 10% per

annum)

Booster

7. What are the fees?

You will be charged fees for investing in the Fund. Fees

are deducted from your investment and will reduce your

returns. The Fund also incurs other costs and charges such

as the supervisor and audit fees.

The fees and expenses you pay will be charged in the

following ways:

• A performance-based fee;

• Capital raising expenses;

• Withdrawal charge;

• Other fees and expenses.

We do not receive a fixed or percentage-based annual

management fee. This aligns the interest of the manager

with investors where fees are only earned on successful

investment outcomes and avoids the negative impact of

fixed fees eroding the value and cash reserves of the Fund

over time.

A summary of the fees and expenses and the basis on which

they are charged is:

13

Goods and Services tax (GST) is not included in any of the fees stated. GST will be added to any fees where applicable, including to the performance-

based fee.

Booster Innovation Fund53
Capital raising

expenses

To the extent expenses are incurred for securing a

commitment of future capital to the Fund, such expenses

may be charged to the Fund. These expenses include

brokerage or underwriting costs, and may only be charged

where we are satisfied the costs are fair and reasonable

to all investors. For example, if the Fund were to secure a

substantial capital commitment from investors that enabled

the Fund to enhance its diversification and continue to

actively pursue new investment opportunities, this would

be of benefit to all investors in the Fund. These costs are

expensed by the Fund as the raised capital is deployed

through the purchase of investments.

Actual expenses

incurred

(these fees

cannot be

estimated at this

stage as it would

be based on

the scale of any

commitment)

External parties

such as brokers.

Other fund

administration

expenses

Direct expenses of the Fund up to $30,000 + GST per year

may be charged to the Fund. These expenses include the

costs related to the supervisor, audit, Fund related legal fees,

NZX listing related fees, and independent valuations (if any).

Any of these expenses above $30,000 + GST per annum are

paid by Booster.

Actual expenses

incurred

(capped at

$30,000 + GST

per annum).

External parties

such as the

Supervisor,

auditor, valuers,

NZX and legal

advisers.

Other fund

administration

expenses from

underlying funds

The Fund holds units in NZIB and may also hold interests

in other underlying funds. NZIB and these other underlying

funds may also incur fund administration costs such as audit,

independent valuations, legal fees and independent director

fees (if any).

These costs are not subject to the $30,000 + GST per

annum cap referred to above.

NZIB does not charge any management fees for its services.

Relevant share

of actual

expenses

incurred.

External

parties such

as the trustee/

supervisor,

auditor, valuers,

legal advisers

and independent

directors (if any).

Withdrawal

charge

For withdrawals made directly from the Fund, a withdrawal

charge will be applied.

After the 5th anniversary of your acquisition of the units

being redeemed, the withdrawal charge is capped at 5% of

the amount redeemed.

Withdrawals before the fifth anniversary of your acquisition

of the units being redeemed incur a higher charge, starting

at 10% of the amount redeemed, and reducing by 1% for

each complete year since the units being redeemed were

acquired.

Note this charge does not apply where the Fund has made

funds available for withdrawal from the proceeds of the sale

of an investment, nor to sales of units on the NZX.

If you sell your units on the NZX Main Board a withdrawal

charge will not apply (though a service fee may be charged

by your broker).

Value of amount

withdrawn from

the Fund

Retained by the

Fund to cover

the funding

cost of the cash

available for

withdrawals.

The fees and

expenses can be

changed

Any new fees or changes to existing fees is subject to the Trust Deed. We will consult and agree

any fee change with the Supervisor and provide 1 month’s notice of any increase in the fees or

charges to all investors in the Fund.

Booster Innovation Fund54
Investment acquisition costs

Costs directly incurred or shared with co-investment partners in the due diligence and acquisition of investments (if any),

are reflected in the purchase price of the relevant investment.

Fees and expenses to 31 March 2024

As a dollar

value

As a percentage

of net asset

value

14

Fees and expenses charged by the manager and its associated persons

15

$00.00%

Fees and expenses charged by other persons

Includes costs paid to the supervisor, auditor, Fund related legal fees, independent valuations (direct and

through underlying funds)

$58,9120.30%

Total$58,9120.30%

Other Fees and Expenses

Contribution feeWe do not charge a fee on contributions. Your financial

advice provider, with your agreement, may charge you

other fees for the services they provide to you. These fees

may include an entry fee on each investment amount or

an ongoing service fee. If an entry fee is charged, it will be

deducted from each investment amount before your money

is invested in the Fund and paid to your financial advice

provider.

As negotiated

with the

adviser based

on services

required – may

be a percentage

of contributions

or a fixed

amount.

Financial advice

provider

NZX brokerage

fee

If you buy or sell units in the Fund through an NZX

Participant (such as a broker), they may also charge you a

fee.

Value of

transaction

(minimums may

apply)

NZX participant

14

The percentage is calculated based off the dollar amount divided by the average net asset value of the Scheme’s Fund for the relevant period.

15

The performance-based fee is calculated and paid (in units) for the financial period ended 31 March each year.

Booster Innovation Fund55
The Fund is a listed portfolio investment entity. The amount

of tax that the Fund pays is calculated at the rate of 28% on

its taxable income, though tax rates may change in future.

While the Fund does not intend to pay distributions, to the

extent it does, it would attach any imputation credits it has

available. If you are a New Zealand resident individual or

trustee investor (other than a unit trust) and your marginal

tax rate is less than 28%, you can choose to include the

fully imputed distribution in your tax return, and apply the

surplus tax credits against other income on which you are

required to pay tax (or carry forward to future tax years). An

investor that pays no tax may not be able to obtain a benefit

from the imputation credits from a listed PIE. If investors are

unsure about how they would be impacted, we recommend

seeking professional advice.

That portion of any distribution that does not have

imputation credits attached (referred to as excluded

income) is not taxable to a New Zealand resident investor.

If you are investing in the funds as a joint investor, company,

trust, or estate, see the ‘Other material information’

document available on our website www.booster.co.nz for

more information.

Taxable income for the Fund includes interest, dividends

received (if any) from its New Zealand share investments,

and a deemed dividend of 5% of the market value of any

overseas shares. Any capital gains made by the Fund

in respect of its share interests are excluded from the

calculation of taxable income.

8. Tax

Based on the investment return for the 8-month period up to 4 December 2024 no allowance has been given for

performance fees.

Investment

return (before tax

and performance-

based fee)

16

Annual

Management

Fee

Performance

based fee

Other fund

admin

expenses

17

Total annual

fund charges

After fees

and charges

investment

return (before tax)

18

-5%0%0%0.26%0.26%-5%

0%0%0%0.26%0.26%0%

+10%0%0%0.246%0.26%10%

+15%0%1.0%0.26%1.26%14%

+20%0%2.0%0.26%2.26%18%

16

The investment return is calculated after all annual charges other than performance-based fees.

17

Calculated as the estimated other fund administration expenses (capped at $30,000 (plus GST)) and other fund administration fees from underlying funds

of $22,000(plus GST) divided by net asset value of $20.0 million.

18

The after fees and charges investment return is the net pre-tax return after all fees, charges and performance-based fees have been deducted.

Fee Illustration

As the fees and expenses charged are substantially related to investment performance, here are some examples of what the

charges would be under different return scenarios (assuming no capital raising expenses are incurred in the period):

Booster Innovation Fund56
About Booster

We are part of the Booster Group which has been helping New Zealanders save since 1998. The group currently administers

superannuation and investment funds of over $7 billion on behalf of more than 200,000 New Zealanders.

You can contact us at:

Write: Booster Investment Management Limited

Level 19, Aon Centre, 1 Willis Street

PO Box 11872, Manners Street

Wellington 6142

Who else is involved

9. About Booster and others involved in the Fund

NameRole

Service

Provider

Booster Financial

Services Limited

Provides resourcing, administration and management support to us and the

Scheme. Is our parent company.

Underlying

Fund /

Partnership

NZ Innovation Booster

Limited Partnership

An investment fund through which this Fund co-invests in intellectual

property originating from Victoria University of Wellington and University of

Otago.

The NZIB board is responsible for assessing and monitoring investment

opportunities on behalf of the limited partners of the Limited Partnership (of

which the Fund is one).

Supervisor

Public Trust Supervises us to make sure we meet our responsibilities and obligations.

Custodian

PT (Booster Investments)

Nominees Limited

Appointed by the Supervisor to hold the assets of the funds on behalf of the

investors. The Custodian is a wholly-owned subsidiary of the Supervisor.

Unit

Registrar

Link Market Services

Limited

Provides registry services for units listed on NZX.

Phone: 0800 40 40 50

8.00am to 5.00pm (Monday to Friday)

Email: clientservices@booster.co.nz

Booster Innovation Fund57
More information about the Fund, including historic financial statements, annual reports (once available), the Trust Deed,

SIPO, and other material information is available on the scheme register and offer register at www.disclose-register.

companiesoffice.govt.nz and copies can be requested from the Registrar of Financial Service Providers. Many of these

documents, as well as a link to where to find the Fund’s Climate Statements, can be found at www.booster.co.nz.

You can also get this and other information about your investment, free of charge, at www.booster.co.nz, from your

financial advice provider, or by contacting us through one of the ways listed in Section 9 – About Booster and others involved

in the Fund.

As the Fund is quoted on the NZX, it is subject to the NZX Listing Rules. Under those listing rules, the Fund is required to

disclose certain information including fund updates, annual reports, and material information. You will be able to obtain this

information free of charge by searching under the Fund’s ticker code ‘BIF’ on www.nzx.com.

To invest in the Fund, you can either:

• Apply directly to us at www.booster.co.nz

• Apply via a financial advice provider

• You can also buy units in the Fund through an NZX Participant (such as a broker).

See www.nzx.com/services/market-participants for a list of current NZX Participants.

If you apply directly to us or via a financial advice provider, you will need to enter into a Client Custody Agreement for the

Booster Wrap Administration System. If you would like to get in touch with a financial advice provider who uses the system,

call us on 0800 40 40 50.

11. Where you can find more information

12. How to apply

Booster

Booster Investment Management Limited

Attn Chief Operating Officer

Booster Investment Management Limited

Level 19, Aon Centre, 1 Willis Street

PO Box 11872, Manners Street

Wellington 6142

Phone: 0800 40 40 50

Email: investments@booster.co.nz

Supervisor

Public Trust

Attn General Manager, Corporate Trustee Services

Public Trust Building,

Level 2, 22-28 Willeston Street

Private Bag 5902

Wellington 6140

Phone: 0800 371 471

Email: CTS.Enquiry@PublicTrust.co.nz

Booster’s approved dispute resolution scheme

Financial Dispute Resolution Service

Level 4, 142 Lambton Quay

Freepost 231075

PO Box 2272

Wellington 6140

Phone: 0508 337 337

Email: enquiries@fdrs.org.nz

Web: www.fdrs.org.nz

Public Trust’s approved dispute resolution scheme

Financial Services Complaints Ltd (FSCL) –

A Financial Ombudsman Service

Level 4, 101 Lambton Quay

PO Box 5967

Wellington 6140

Phone: 0800 347 257

Email: complaints@fscl.org.nz

Web: www.fscl.org.nz

10. How to complain

Any complaints about the Fund can be made to us (in

the first instance), or the Supervisor, at the contact

details below:

If your complaint can’t be resolved, you can refer it

to one of the following approved dispute resolution

schemes. They won’t charge you a fee to investigate

or resolve your complaint.

Booster Innovation Fund58
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Booster Innovation Fund59
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We’re here to help.
To find out more about the

Booster Innovation Scheme visit our

website, call us on 0800 40 40 50 or

talk to your financial advice provider.

Booster Investment Management

Limited, PO Box 11872, Manners Street,

Wellington 6142, New Zealand

booster.co.nz

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.

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