EBOS Group Limited/Announcement
EBOS Group Limited logo

Acquisitions and Equity Raising

M&A10 April 2025EBOHealthcare

1


10 April 2025


NZX/ASX Code: EBO


Not for release or distribution in the United States


EBOS IS RAISING UP TO A$250M (NZ$272M) VIA A PLACEMENT AND RETAIL OFFER TO FUND TWO

BOLT-ON ACQUISITIONS


KEY HIGHLIGHTS

• Consistent with EBOS’ strategy of investing for growth, the Group has completed two

acquisitions (together, the “Acquisitions”) since the commencement of the second half of FY25:

o EBOS acquired SVS Veterinary Supplies (“SVS”)

1

, a leading supplier of pet medicines and

other products to veterinary clinics and specialty retailers in New Zealand for upfront

consideration of NZ$115 million and an earn-out of up to NZ$10 million. The upfront

acquisition price represents approximately 7x EBITDA for the twelve months to 31 March

2025

2


o As previously announced, EBOS has acquired the remaining 10% stake in Transmedic that

it did not already own for consideration of approximately A$35 million

• EBOS will raise approximately A$200 million (NZ$217 million) via an underwritten placement and

will undertake a non-underwritten retail offer to raise up to A$50 million (NZ$54 million)

3


• Funds raised in excess of the amounts paid for the Acquisitions will provide further balance sheet

capacity to fund additional future growth opportunities

• EBOS has a strong track record of frequent acquisitions and an active pipeline of potential bolt-

on M&A opportunities within its core markets that it expects would be synergistic with its

existing operations

• EBOS reiterates its guidance that it expects to generate underlying EBITDA of between A$575

million to A$600 million in FY25, prior to any contribution from SVS

• In combination with the placement and retail offer, the Acquisitions are expected to be low

single digit percentage EPS accretive in FY25 on a pro forma basis

4



ACQUISITION OF SVS


EBOS Group Limited (“EBOS”) acquired SVS from entities associated with the founder on 31 March

2025. SVS is a leading supplier of pet medicines and other products to over 500 veterinary clinics and

specialty retailers in New Zealand. SVS supplies a comprehensive suite of products for companion

and large animals on behalf of over 200 suppliers.


The business has over 100 employees across five locations, with two sites in Hamilton and one each

in Palmerston North, Wellington and Christchurch.



1

Acquisition includes SVS Veterinary Supplies Limited and associated entities. The purchase price is subject to

customary adjustment mechanisms for movements (if any) in working capital and net debt.

2

Based on management forecasts and actual results for 11 months to 28 February 2025.

3

EBOS has discretion to accept oversubscriptions above this amount.

4

EPS accretion as if EBOS had owned SVS and 100% of Transmedic for the full 12 month period.

2

SVS has a track record of stable revenue growth and, for the 12 months ended 31 March 2025, is

expected to generate revenue of approximately NZ$280 million (A$254 million) and EBITDA of

approximately NZ$17 million (A$15 million)

5

.


Upfront consideration for the acquisition of SVS is NZ$115 million (A$105 million) with an earn-out of

up to NZ$10 million (A$9 million)

6

. The upfront acquisition price represents approximately 7x EBITDA

for the twelve months to 31 March 2025.


EBOS has entered into arrangements with SVS’ founder and key management who are expected to

remain with the business for a period of time.


EBOS CEO, John Cullity, said: “We are excited to welcome SVS to EBOS. SVS is a long-standing and

successful business with a leading position in New Zealand. The acquisition represents a logical

expansion of our existing veterinary wholesale business in Australia and, over time, we see

opportunities to share relationships and best practice across these businesses”.


ACQUISITION OF REMAINING 10% IN TRANSMEDIC


As previously announced, EBOS has acquired the remaining 10% stake in Transmedic which it did not

already own for A$35 million

7

. This follows EBOS’ initial acquisition of 51% of Transmedic in May

2022 as part of the LifeHealthcare acquisition and acquisition of a further 39% stake in December

2023.


Transmedic has performed strongly under EBOS’ control and moving to 100% ownership is aligned

with EBOS’ strategy to grow in the attractive Southeast Asian medical device distribution market.


EBOS FY25 TRADING UPDATE


EBOS reiterates the guidance provided in August 2024 and February 2025 that it expects to generate

underlying EBITDA of between A$575 million to A$600 million in FY25.


This guidance excludes any contribution from SVS. Transmedic’s earnings have been consolidated in

EBOS’ financial statements since the acquisition of the initial 51% interest in May 2022.


EQUITY RAISING


EBOS will raise approximately A$200 million (NZ$217 million) via a fully underwritten placement of

new ordinary shares to eligible investors (“Placement”)

8

and up to A$50 million (NZ$54 million)

9

via a

non-underwritten retail offer to eligible existing shareholders (“Retail Offer”).



5

Based on management forecasts and actual results for 11 months to 28 February 2025 and an AUD:NZD

exchange rate of 1.1004 as at 31 March 2025.

6

Based on an AUD:NZD exchange rate of 1.1004 as at 31 March 2025.

7

An additional deferred consideration amount may be payable in FY26 and is not expected to be material.

8

Based on an AUD:NZD exchange rate of 1.0861 as at 10 April 2025. The ultimate A$ amount raised in the

Placement will depend on the AUD:NZD exchange rate as reported by the Reserve Bank of Australia at 4pm

AEST on 10 April 2025.

9

The target Retail Offer size of A$50 million is the expected amount to be raised under the Retail Offer,

however it may be more or less. EBOS may in its absolute discretion decide to accept applications (in whole or

in part) that result in the Retail Offer raising more than A$50 million. Further details of the Retail Offer will be

contained in the Retail Offer Booklet, which will be sent to eligible EBOS shareholders on 16 April 2025.

3

Funds from the Placement and the Retail Offer in excess of the amounts paid for the Acquisitions will

provide further balance sheet capacity, before being deployed over time for additional growth

opportunities. EBOS has a strong track record of frequent acquisitions and an active pipeline of

potential bolt-on M&A opportunities within its core markets that it expects would be synergistic with

its existing operations.


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

acquisitions, focusing on EPS accretion, ROCE, and maintaining a strong balance sheet.


PLACEMENT


The new shares to be issued under the Placement will be issued at a fixed price of NZ$36.65 per

share

10

, representing a discount of 5.0% to the last NZX closing price of NZ$38.56 per share as at 10

April 2025. The Placement will result in approximately 5.9 million new shares being issued,

representing approximately 3.0% of EBOS’ existing shares on issue.


New shares to be issued under the Placement will rank equally with existing EBOS shares on issue

and will be quoted on the NZX and ASX from the date of Placement allotment.


EBOS intends that eligible shareholders who apply for up to their ‘pro rata’

11

share of the equity

raising will be allocated their full bid on a best endeavours basis.


The Placement is fully underwritten by UBS New Zealand Limited

12

.


RETAIL OFFER


EBOS will conduct a non-underwritten Retail Offer to eligible existing shareholders to raise up to

A$50 million (NZ$54 million), with the ability to accept oversubscriptions at EBOS’ discretion.


Eligible EBOS shareholders in New Zealand and Australia will be invited to apply for up to NZ$100,000

and A$45,000, respectively, of new shares under the Retail Offer, free of any brokerage, commission

and transaction costs.


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

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


New shares to be issued under the Retail Offer will be issued at the lower of the Placement Price and

the five-day VWAP of EBOS shares traded through the NZX Main Board up to, and including, the

closing date of the Retail Offer.


New Shares to be issued under the Retail Offer will rank equally with existing EBOS shares on issue

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


10

The A$ issue price for the Retail Offer and Placement will be determined based on the AUD:NZD exchange

rate as reported by the Reserve Bank of Australia at 4pm AEST on the Retail Offer closing date and at 4pm AEST

on 10 April 2025 respectively.

11

An eligible shareholder’s ‘pro rata’ share will be estimated by reference to the latest available EBOS

beneficial register. Nothing in this release gives a shareholder a right or entitlement to participate in the

Placement and EBOS has no obligation to reconcile assumed holdings (e.g. for recent trading or swap positions)

when determining a shareholder’s ‘pro rata’ share. EBOS and the Lead Manager disclaim any duty or liability

(including for negligence) for determining eligible shareholder’s ‘pro rata’ share.

12

For further details regarding the nature of the underwriting arrangements, please see section 5 of the

investor presentation released to the ASX and NZX on 10 April 2025.

4


If the Retail Offer is oversubscribed, any scale back of allocations will be on a pro rata basis based on

shareholdings of subscribers on the Retail Offer record date (being 7:00pm NZST / 5:00pm AEST on

Wednesday, 9 April 2025.


Full details of the Retail Offer will be set out in the Retail Offer booklet, which will be released to the

NZX and ASX, and sent to eligible shareholders on Wednesday, 16 April 2025. The closing date for

applications by eligible shareholders is Tuesday, 6 May 2025.


The Retail Offer is not underwritten.


FINANCIAL IMPACT


In combination with the Placement and the Retail Offer, the Acquisitions are expected to be low

single digit percentage EPS accretive in FY25 on a pro forma basis

13

.


Pro forma 31 December 2024 net debt / LTM EBITDA is below 2.0x

14

.


KEY DATES


Description Date (NZ Time)

Record date for Retail Offer 7pm, Wednesday, 9 April 2025

Trading halt lodged on NZX and ASX Thursday, 10 April 2025

Announcement of the Placement and Retail Offer, Placement

bookbuild opens

Thursday, 10 April 2025

Placement bookbuild closes Thursday, 10 April 2025

Trading halt lifted - trading of shares resumes on NZX and ASX Friday, 11 April 2025

Retail Offer opens and Retail Offer Booklet is made available Wednesday, 16 April 2025

Settlement of Placement Shares on ASX Wednesday, 16 April 2025

Settlement of Placement Shares on NZX Thursday, 17 April 2025

Allotment & commencement of trading of new shares on NZX

and ASX

Thursday, 17 April 2025

Retail Offer closes 5pm, Tuesday, 6 May 2025

Announcement of results of Retail Offer Monday, 12 May 2025

Allotment of Retail Offer shares on NZX and ASX Tuesday, 13 May 2025

Commencement of trading of new shares issued under the

Retail Offer on NZX

Tuesday, 13 May 2025

Commencement of trading of new shares issued under the

Retail Offer on ASX

Wednesday, 14 May 2025


All dates and times are indicative and subject to change without notice. EBOS and UBS New Zealand

Limited reserve the right to amend any or all of these dates and times subject to the Corporations

Act, the ASX Listing Rules, the NZX Listing Rules and other applicable laws.






13

EPS accretion if EBOS had owned SVS and 100% of Transmedic for the full 12 month period.

14

Based on covenant definitions, as at 31 December 2024, and therefore excludes the impact of IFRS16 leases.

Includes estimated full-year EBITDA impact from SVS and excludes potential cash proceeds from the

Retail Offer.

5

Further information


Further details of the Acquisitions, Retail Offer and Placement are set out in the Investor

Presentation also provided to the NZX and ASX today. The Investor Presentation contains important

information including key risks and international offer restrictions with respect to the Placement.


If you have any questions in relation to the Retail Offer, please email ebos@computershare.co.nz or

call the EBOS Offer Information Line on 0800 991 101 (toll free within New Zealand) or +64 9 488

8794, or, for Australian shareholders, 1800 501 366 (toll free within Australia) or +61 3 9415 4083,

between 8.30am to 5.00pm Monday to Friday (NZT) (excluding public holidays). For other questions,

you should consult your broker, solicitor, accountant, financial adviser, or other professional adviser.


Conference call details


There will be an investor conference call at 4:30pm AEST / 6:30pm NZST today where EBOS

Management will present on the Acquisitions and equity raising. Registration details for the call are

contained in the following link:


https://edge.media-server.com/mmc/p/rsgzydjp


This announcement and related materials were authorised for lodgement with NZX and ASX by the

Board of EBOS.


For further information, please contact:


Investor Relations:

Martin Krauskopf

Chief Strategy and Corporate Development Officer

EBOS Group Ltd

martin.krauskopf@ebosgroup.com


Media Contacts:

John Bennetts

Head of Corporate Affairs and Communications

EBOS Group Ltd

john.bennetts@ebosgroup.com


About EBOS Group

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

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

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


Not for release or distribution in the United States

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

released or distributed in the United States. This market release does not constitute an offer to sell,

or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in

which such an offer would be illegal. The securities referred to in this release have not been, and will

not be, registered under the US Securities Act of 1933 as amended (the “US Securities Act”) or the

securities laws of any state or other jurisdiction of the United States and may not be offered or sold,

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

in the United States except in transactions exempt from, or not subject to, the registration

6

requirements of the US Securities Act and the securities laws of any state or other jurisdiction of the

United States. The securities to be offered and sold in the Retail Offer may only be offered and sold

outside the United States in “offshore transactions” (as defined in Rule 902(h) under the US

Securities Act) in reliance on Regulation S under the US Securities Act.


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

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

publication or distribution of this announcement (including an electronic copy) outside New Zealand

or Australia may be restricted by law. If you come into possession of this announcement, you should

observe such restrictions. Any non-compliance with these restrictions may contravene applicable

securities laws.


Forward looking statements

This market release contains forward looking statements. These forward-looking statements are not

historical facts but rather are based on EBOS' current expectations, estimates and projections about

the industries in which it operates, and beliefs and assumptions. Forward looking statements can

generally be identified by the use of forward looking words such as “anticipate“, “approximate”,

“believe“, “expect“, “project“, “forecast“, “estimate“, “foresee”, “likely“, “intend“, “should“, “will“,

“could“, “may“, “target“, “aim”, “plan“ and other similar expressions within the meaning of securities

laws of applicable jurisdictions, and include statements regarding outcome and effects of the equity

raising. Indications of, and guidance or outlook on, future earnings, distributions or financial position

or performance are also forward-looking statements.


Forward-looking statements, opinions and estimates provided in this announcement are based on

assumptions and contingencies that are subject to change without notice and involve known and

unknown risks, uncertainties, assumptions, contingencies and other factors, many of which are

beyond the control of EBOS and its related bodies corporate and affiliates and each of their

respective directors, securityholders, officers, employees, partners, agents, advisers and

management, are difficult to predict and could cause actual results to differ materially from those

expressed or forecasted in the forward-looking statements. This includes statements about market

and industry trends, which are based on interpretations of market conditions.


EBOS cautions shareholders and prospective shareholders not to place undue reliance on these

forward-looking statements, which reflect EBOS' views only as of the date of this announcement.

There can be no assurance that actual outcomes will not differ materially from these forward-looking

statements. Forward-looking statements are provided as a general guide only and should not be

relied on as an indication or guarantee of future performance. Actual results, performance or

achievements may differ materially from those expressed or implied in those statements and any

projections and assumptions on which these statements are based.


These statements may assume the success of EBOS’ business strategies, the success of which may

not be realised within the period for which the forward-looking statements may have been prepared,

or at all.


No guarantee, representation or warranty, express or implied, is made as to the accuracy, likelihood

of achievement or reasonableness of any forecasts, prospects, returns, statements or tax treatment

in relation to future matters contained in this announcement.


These forward-looking statements speak only as of the date of this market release, and except as

required by applicable laws or regulations, EBOS, its representatives or advisers do not undertake to

publicly update or revise any forward-looking statement or other statements in this announcement,

whether as a result of a change in expectations or assumptions, new information, future events,

7

results or circumstances. Past performance and pro forma historical financial information is given for

illustrative purposes only. It should not be relied on and it is not indicative of future performance,

including future security prices.


Financial information

Investors should be aware that certain financial data included in this announcement such as EBITDA

may be “non-GAAP financial information” under the FMA Guidance Note on disclosing non-GAAP

financial information, "non‐IFRS financial information" under Regulatory Guide 230 Disclosing non‐

IFRS financial information published by the Australian Securities and Investments Commission

(“ASIC”) or "non‐GAAP financial measures" under Regulation G of the U.S. Securities Exchange Act of

1934, as amended. The non‐IFRS financial information and non‐GAAP financial measures do not have

a standardised meaning prescribed by Australian Accounting Standards and applicable New Zealand

accounting standards and, therefore, may not be comparable to similarly titled measures presented

by other entities, nor should they be construed as an alternative to other financial measures

determined in accordance with Australian Accounting Standards and applicable New Zealand

accounting standards.



Important notice

This market release does not constitute investment or financial product advice, nor is it a

recommendation to acquire shares in EBOS. It is not intended to be used as the basis for making a

financial decision, nor is it intended to constitute legal, tax, accounting or other advice. You should

make your own enquiries and investigations regarding any investment, and should seek your own

professional advice on the legal, financial, accounting, taxation and other consequences of investing

in EBOS.


This market release is not a prospectus, product disclosure statement or any other disclosure or

offering document under New Zealand and Australian law (and has not been, and will not be, lodged

with the Australian Securities and Investments Commission) or any other law. This market release is

for information purposes only and is not an invitation or offer of securities for subscription, purchase

or sale in any jurisdiction and neither this market release nor anything in it shall form any part of any

contract for the acquisition of EBOS shares.

---

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
ACQUISITIONS

AND EQUITY

RAISING

INVESTOR PRESENTATION

10 April 2025

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER

2

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

other use of this Presentation or any information contained in this Presentation. By accepting this Presentation you represent and warrant that you are entitled to receive

the Presentation in accordance with the restrictions set out below and agree to be bound by the limitations contained herein.

This Presentation has been prepared by EBOS Group Limited (ARBN 166 840 973) (NZBN: 9429031998840) (EBOS or the Company). This Presentation has been prepared

in relation to an equity raising by EBOS comprising a placement of new fully-paid ordinary shares in EBOS (New Shares) to eligible investors (the Placement) and a retail

offer to be made to eligible shareholders and underlying beneficial owners in Australia and New Zealand (Retail Offer) (the Placement and the Retail Offer together, the

Offer). The Offer is being made in New Zealand under the exclusion in clause 19 of Schedule 1 of the New Zealand Financial Markets Conduct Act 2013 (FMCA) and in

Australia in accordance with Australian Securities and Investments Commission (ASIC) Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and ASIC

Instrument 21-1004.

SUMMARY INFORMATION

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

is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible

investment in EBOS or that would be required to be included in a prospectus or product disclosure statement or other offering document prepared in accordance with the

requirements of the New Zealand Financial Markets Conduct Act 2013 or the Australian Corporations Act 2001.

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

Australian Securities Exchange (ASX). EBOS is subject to disclosure obligations that require it to notify certain material information to NZX and ASX. This Presentation should

be read in conjunction with EBOS' other periodic and continuous disclosure announcements lodged with the NZX and ASX, which are available at www.nzx.com and

www.asx.com.au, under the code "EBO“.

Certain market and industry data used in this Presentation may have been obtained from publications, research, surveys or studies conducted by third parties, including

industry or general publications. Neither EBOS nor its advisers or representatives have independently verified any such market or industry data provided by third parties

or industry or general publications.

NOT AN OFFER

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

Zealand Companies Office, Disclose Register, New Zealand Registrar of Financial Service Providers, the Australian Securities and Investments Commission (ASIC) or any

other regulatory body) or any other law. This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale

in any jurisdiction.

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

possession of this Presentation, you should observe such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws. Refer to the

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

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OF AMERICA

This Presentation may not be released or distributed in the United States. This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any

securities in the United States or any other jurisdiction in which such an offer would be illegal. The New Shares have not been, and will not be, registered under the U.S.

Securities Act of 1933, as amended (the U.S Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may

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

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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER

3

NOT INVESTMENT ADVICE

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

acquire New Shares and does not and will not form any part of any contract for the acquisition of New Shares. Each recipient of this Presentation should make its own

enquiries and investigations regarding all information in this Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect

future operations of EBOS and the impact that different future outcomes may have on EBOS.

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

investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and

needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. EBOS is not licensed to provide financial product advice in respect of EBOS shares.

FUTURE PERFORMANCE

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

current expectations, estimates and projections about the industries in which it operates, and beliefs and assumptions. Forward looking statements can generally be

identified by the use of forward looking words such as “anticipate“, “approximate”, “believe“, “expect“, “project“, “forecast“, “estimate“, “foresee”, “likely“, “intend“, “should“,

“will“, “could“, “may“, “target“, “aim”, “plan“ and other similar expressions within the meaning of securities laws of applicable jurisdictions, and include statements regarding

outcome and effects of the equity raising. Indications of, and guidance or outlook on future earnings, distributions or financial position or performance are also forward

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

which are beyond EBOS' control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking

statements. There can be no assurance that actual outcomes will not differ materially from these forward-looking statements.

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

to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this

Presentation except as required by law or by any appropriate regulatory authority.

Investors are strongly cautioned not to place undue reliance on any forward-looking statements, such as indications of, and guidance on, outlook, future earnings and

financial position and performance, which reflect EBOS' views only as of the date of this Presentation.

INVESTMENT RISK

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

return or the performance of EBOS. Investors should have regard to the risk factors outlined in this Presentation, including the non-exhaustive summary of certain key risks

associated with EBOS and the Offer included in the 'Key Risks' section in the Appendix of this Presentation, when making their investment decision.

FINANCIAL DATA

All currency amounts are in Australian dollars unless stated otherwise.

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

guidance note and ‘non-IFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ published by ASIC and also 'non-GAAP

financial measures' within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under NZIFRS and IFRS. The

non-IFRS financial information/non-GAAP financial measures include EBITDA, Underlying EBITDA, ROCE, Net Debt and Shareholder return. EBOS believes the non-IFRS

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

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

not a measure of financial performance, liquidity or value under the IFRS and may not be comparable to similarly titled measures presented by other entities, and should

not be construed as an alternative to other financial measures determined in accordance with NZIFRS or IFRS. Investors are cautioned, therefore, not to place undue

reliance on any non-IFRS financial information/non-GAAP financial measures included in this Presentation.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER

4

FINANCIAL DATA (CONT.)

All currency amounts are in Australian dollars unless stated otherwise.

This Presentation includes certain pro forma financial information to reflect the impact of the Placement and the Retail Offer. The pro forma historical financial information

provided in this Presentation is for illustrative purposes only and is not represented as being indicative of EBOS' views on its future financial position and/or performance.

The pro forma financial information has not been subject to audit or review. The pro forma historical financial information included in this Presentation does not purport

to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the U.S. Securities and Exchange Commission (SEC).

EFFECT OF ROUNDING

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

calculation of these figures may differ from the figures set out in this Presentation.

PAST PERFORMANCE

Investors should note that past performance, including past share price performance of EBOS and pro forma historical information in this Presentation, is given for

illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future EBOS performance including future share price

performance. The pro forma historical information is not represented as being indicative of EBOS' views on its future financial condition and/or performance.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER

5

DISCLAIMER

The information contained in this Presentation has been prepared in good faith by EBOS. No representation or warranty, expressed or implied, is made by any person

(including by any of the Specified Persons (as defined below)) as to the fairness, currency, accuracy, reliability or completeness of any statements, estimates or opinions or

other information contained in this Presentation, any of which may change without notice.

To the maximum extent permitted by law, each of EBOS, UBS New Zealand Limited (Lead Manager and Underwriter), and their respective related companies and

affiliates, and in each case, their respective shareholders, directors, officers, employees, representatives, agents and advisers, as the case may be (Specified Persons)

disclaim and exclude all liability (whether in tort (including negligence) or otherwise) for any direct or indirect expense, loss, damage, cost or other consequence (whether

foreseeable or not) suffered by any person as a result of their participation in the equity raising and from the use of or reliance on the information contained in, or omitted

from, this Presentation, from refraining from acting because of anything contained in or omitted from this Presentation or otherwise arising in connection therewith

(including for negligence, default, misrepresentation or by omission and whether arising under statute, in contract or equity or from any other cause).

To the maximum extent permitted by law, you agree that you will not bring any proceedings against or hold or purport to hold any Specified Person liable in any respect

for this Presentation or the information in this Presentation, and that you waive any rights you may otherwise have in this respect and, with regards to the Lead Manager

and Underwriter, neither it nor its respective advisers, nor any of their respective affiliates or related bodies corporate, or any of their respective directors, officers, partners,

employees and agents take any responsibility for any part of this Presentation or the Placement or the Retail Offer.

None of the Lead Manager and Underwriter, nor its related companies and affiliates including, in each case, their respective shareholders, directors, officers, employees,

agents and advisers, as the case may be (Advisers), have independently verified or will verify any of the content of this Presentation and none of them are under any

obligation to you if they become aware of any change to or inaccuracy in the information in this Presentation.

No Adviser has authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and, for the avoidance of doubt, none of them makes or

purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them. No Adviser takes

responsibility for any part of this Presentation, or the Placement or the Retail Offer, and makes no recommendations as to whether you or your related parties should

participate in the Placement or the Retail Offer nor do they make any representations or warranties to you concerning the Placement or the Retail Offer, and you represent,

warrant and agree that you have not relied on any statements made by any Adviser in relation to the Offer and you further expressly disclaim that you are in a fiduciary

relationship with any of them. No person named in this presentation or any of their affiliates accept or shall have any liability to any person in relation to the distribution

of this Presentation from or in any jurisdiction.

To the maximum extent permitted by law, the Advisers expressly disclaim all liabilities in respect of, and make no representations regarding, and take no responsibility for,

any part of this Presentation other than references to its name and make no representation or warranty as to the currency, accuracy, reliability or completeness of this

Presentation.

The Lead Manager and Underwriter, together with its affiliates, is a full service financial institution engaged in various activities, which may include trading, financing,

financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities

and services including for which they have received or may receive customary fees and expenses. The Lead Manager and Underwriter is acting as the lead manager and

underwriter of the Placement. In the ordinary course of their various business activities, the Lead Manager and Underwriter and its respective Advisers may act as market

maker or purchase, sell or hold a broad array of investments and actively trade securities, derivatives and other financial instruments for their own account and for the

accounts of their customers, and those investment and trading activities may involve or relate to assets, shares and/or instruments of EBOS and/or persons and entities

with relationships with EBOS. The Lead Manager and Underwriter and its affiliates may receive fees in acting in each of these capacities.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER

6

DISCLAIMER (CONT.)

The Lead Manager and Underwriter is acting for and providing services to EBOS in relation to the Placement and will not be acting for or providing services to EBOS'

shareholders or creditors. The Lead Manager and Underwriter has been engaged solely as independent contractors and are acting solely in a contractual relationship on an

arm’s length basis with EBOS. The engagement of the Lead Manager and Underwriter by EBOS is not intended to create any agency or other relationship between the Lead

Manager and Underwriter and EBOS' shareholders or creditors.

No Specified Person accepts or shall have any liability to any person in relation to the distribution of this Presentation from or in any jurisdiction.

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

Determination of eligibility of investors for the purposes of the Placement and the Retail Offer is determined by reference to a number of matters, including legal and

regulatory requirements, logistical and registry constraints and the discretion of EBOS and the Lead Manager and Underwriter (in respect of the Placement) and EBOS only

(in respect of the Retail Offer). EBOS, the Lead Manager and the Underwriter and each other Specified Person disclaim any liability (including for negligence) in respect of

the exercise of that determination and the exercise or otherwise of that discretion to the maximum extent permitted by law.

RETAIL OFFER

The offer booklet for the Retail Offer will be available to eligible shareholders in New Zealand and Australia following its lodgement with the ASX and NZX. Any eligible

retail shareholder who wishes to participate in the Retail Offer should consider the offer booklet in deciding whether to apply under that offer. Any eligible retail

shareholder who wishes to apply for New Shares under the Retail Offer will need to apply in accordance with the instructions contained in the offer booklet and the

application forms or follow the sale instructions in the offer booklet.

GENERAL

For the purposes of this Important notice and disclaimer, "Presentation" means these slides, any oral presentation of these slides by EBOS, any question-and-answer

session that follows that oral presentation, hard copies of this Presentation and any materials distributed at, or in connection with, that Presentation.

EBOS reserves the right to withdraw, or vary the timetable for, the Placement and/or the Retail Offer without notice.

ACCEPTANCE

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

Notice and Disclaimer'.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
CONTENTS

1

2

3

4

5

Executive summary

Overview of SVS

Transmedic update

Equity raising details

Appendices

•Key risks

•International offer restrictions

8

11

15

20

24

7

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATESNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
8

EXECUTIVE

SUMMARY

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EXECUTIVE SUMMARY

9

Recent acquisitions

•Consistent with EBOS’ strategy of investing for growth, the Group has completed two acquisitions (together, the

Acquisitions) since the commencement of the second half of FY25:

−EBOS acquired 100% of SVS Veterinary Supplies Limited and associated entities (SVS) from entities associated with its

founder on 31 March 2025 for upfront consideration of NZ$115 million

1

(A$105 million

2

) and an earn-out of up to

NZ$10 million (A$9 million

2

). The upfront acquisition price implies an EV/FY25F EBITDA multiple of approximately 7x

3

−As previously announced, in January 2025 EBOS acquired the remaining 10% interest in Transmedic that it did not

already own, for consideration of approximately A$35 million

4

, taking EBOS’ ownership to 100%

Overview of SVS

•SVS is a leading supplier of pet medicines and other products to more than 500 veterinary clinics and specialty retailers in

New Zealand

•SVS has established relationships with a wide range of key suppliers

•SVS has a track record of stable revenue growth and, for the 12 months ended 31 March 2025, is expected to generate

revenue of approximately NZ$280 million (A$254 million)

3

and EBITDA of approximately NZ$17 million (A$15 million)

3

(pre-

IFRS16)

SVS strategic

rationale

•SVS is a leading supplier in the New Zealand vet wholesale sector

•Vet wholesale distribution is mature and stable and is supported by category trends such as humanisation of pets and

premiumisation

•Represents a geographic expansion of EBOS’ vet wholesale business, Lyppard, which was acquired in 2013

•Potential opportunities for SVS and Lyppard to share best practice

EBOS is raising up to A$250m (NZ$272m) via a placement and retail offer to fund two bolt-on acquisitions

Note: 1. Subject to customary purchase price adjustment mechanism relating to movements in working capital and debt like items (if any).

Excludes estimated transaction costs. 2. Based on an AUD:NZD exchange rate of 1.1004 as at 31 March 2025. 3. Based on management forecasts

and actual results for 11 months to 28 February 2025 and an AUD:NZD exchange rate of 1.1004 as at 31 March 2025. 4. An additional deferred

consideration amount may be payable in FY26 and is not expected to be material.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EXECUTIVE SUMMARY

10

Acquisition of

remaining 10%

interest in

Transmedic

(to 100%)

•Transmedic is a leading independent medical device distributor in Southeast Asia with a presence across Singapore,

Indonesia, Malaysia, Philippines, Thailand, Hong Kong and Vietnam

•EBOS originally acquired a 51% interest in Transmedic in May 2022, as part of the LifeHealthcare acquisition, and acquired a

further 39% interest in December 2023

•Transmedic has performed strongly under EBOS’ control and moving to 100% ownership is aligned with EBOS’ strategy to

grow in the attractive Southeast Asian medical device distribution market

Equity raising

•EBOS will raise approximately A$200 million (NZ$217 million) via a fully underwritten placement to eligible investors

(Placement)

•EBOS will also undertake a non-underwritten retail offer to eligible existing shareholders to raise up to A$50 million (NZ$54

million) (with the discretion to accept oversubscriptions above the total amount) (Retail Offer)

•Funds raised in excess of the amounts paid for the Acquisitions will provide further balance sheet capacity to fund additional

future growth opportunities

•EBOS has a strong track record of frequent acquisitions and an active pipeline of potential bolt-on M&A opportunities within

its core markets that it expects would be synergistic with its existing operations

•EBOS will continue to apply the same financial discipline that it has done with prior successful acquisitions, focusing on EPS

accretion, ROCE, and maintaining a strong balance sheet

Financial impacts

•In combination with the Placement and Retail Offer, the Acquisitions are expected to be low single digit EPS accretive in FY25

on a pro forma basis

1

•Pro forma net debt / LTM EBITDA as at 31 December 2024 is below 2.0x

2

FY25 guidance

•EBOS reiterates the guidance provided in August 2024 and February 2025 that it expects to generate underlying EBITDA of

between A$575 million to A$600 million in FY25

−this guidance excludes any contribution from SVS. The contribution in FY25 will be immaterial given completion

occurred on 31 March 2025

−Transmedic’s earnings have been consolidated in EBOS’ financial statements since the acquisition of the initial 51%

interest in May 2022

Note: 1. EPS accretion if EBOS had owned SVS and 100% of Transmedic for the full 12 month period. 2. Based on covenant definitions, as at 31

December 2024, and therefore excludes the impact of IFRS16 leases. Includes estimated full-year EBITDA impact from SVS and excludes potential

cash proceeds from the Retail Offer.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATESNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
OVERVIEW OF

SVS

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
SVS INVESTMENT HIGHLIGHTS

12

✓SVS is a leading supplier in the New Zealand vet wholesale sector

✓Established relationships with key suppliers and vet practices in the region

✓Represents a geographic expansion of EBOS’ vet wholesale business, Lyppard, which it has

owned since 2013

✓Potential opportunities for SVS and Lyppard to share best practice

✓Experienced senior leadership team that is expected to remain with the business under EBOS

ownership

✓Vet wholesale distribution is mature and stable and is supported by category trends such as

humanisation of pets and premiumisation

✓Attractive acquisition price, ROCE metrics and EPS accretion

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
OVERVIEW OF SVS

SVS is a leading supplier of veterinary and other animal care products in New Zealand

13

•Founded in 1987, SVS is a leading supplier of pet medicines and

other products to vet clinics and pet specialty retailers in New

Zealand

−more than 500 vet practices and pet retail customers

−estimated ~60% market share

1

•SVS has established relationships with a wide range of key

suppliers

•The business supplies a comprehensive suite of products from

over 200 suppliers for companion and large animals, including:

−pharmaceuticals

−specialty food

−flea products

−OTC products

−consumables and accessories

•The business has over 100 employees across five locations (two

sites in Hamilton and one each in Palmerston North, Wellington

and Christchurch)

•SVS’ previous owner and the senior management team are

expected to remain with the business

Overview

14

17

16

~17

FY22FY23FY24FY25F

234

255

266

~280

FY22FY23FY24FY25F

EBITDA (NZ$ million) – pre IFRS16

2

Revenue (NZ$ million)

2

3

3

Note: 1. Management estimate. 2. Year ending 31 March. 3. Based on management forecasts and actual results for 11 months to 28 February

2025.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EBOS’ ANIMAL CARE BUSINESS

14

SVS is a natural extension of EBOS’ established vet wholesale business into the New Zealand market

Pet BrandsVet WholesalePet Retail

Description

A leading pet brands marketer and

manufacturer for specialty premium pet

food and treats in Australia and New

Zealand

A leading vet wholesaler and supplier in

Australia and New Zealand

A leading pet specialty retail store in

New Zealand

Key brands

Animates

Customers

Retail stores across

Australia and New Zealand

Vet clinics and specialty retailers across

Australia and NZ

Pet parents

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATESNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
TRANSMEDIC

UPDATE

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
16

Highly attractive market with expected growth due to a large, growing and ageing population with increasing

wealth and access to healthcare

SOUTHEAST ASIA IS AN ATTRACTIVE HEALTHCARE

MARKET

Southeast Asia medical device market (2024, US$bn)

1

1.3

2.6

2.6

3.4

0.9

1.8

Singapore

Indonesia

Thailand

Malaysia

Philippines

Vietnam

US$12.6bn

Population (2023, millions)

Medical device market

growth (2024-2028F CAGR)

Singapore68.7%

Indonesia2817.4%

Thailand725.9%

Malaysia337.3%

Philippines1158.2%

Vietnam1008.4%

Total6077.4%

Growing wealth and middle class with increasing access to

healthcare

Government initiatives in emerging segments stimulating

demand

Diverse markets with different customers and local market

regulations and dynamics makes Southeast Asia well suited

to the independent distributor model

Large and ageing population





Market is fragmented, providing benefits to scale

participants and opportunities for further bolt-on M&A


What makes Southeast Asia attractive?

Note: 1. Management estimates based on industry data sources.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Blood therapy

TRANSMEDIC OVERVIEW

Transmedic is a leading independent medical device distributor in Southeast Asia

17

•Transmedic was established in 1980 and is headquartered in

Singapore

•Distributor of a comprehensive range of medical technology

products to surgeons, hospitals and other healthcare providers

on behalf of a diverse range of global OEM suppliers

•Operates in Singapore, Indonesia, Malaysia, Thailand, Hong

Kong, Philippines, and Vietnam

•Approximately 950 employees

OverviewPresence in Southeast Asia

1

EBOS ownership timeline

May 2022

Acquired 51% ownership as part of the

LifeHealthcare acquisition

Dec 2023Increased ownership to 90%

Jan 2025Increased ownership to 100%

Note: 1. Transmedic has 40 office / warehouse locations across Southeast Asia.

Key Therapy Areas

+

Indonesia

+

Singapore

+

Malaysia

+

Thailand

+

Vietnam

+

Hong Kong

+

Philippines

Oncology

Orthopaedics

SpineOphthalmology

Cardiac

Neurovascular intervention and

neurosurgery

Endovascular

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
18

Transmedic revenue

Transmedic under EBOS ownership

Commenced distribution for new OEMs across all existing

therapy areas and expanded into neurovascular intervention

and new sub-segments in orthopaedics, cardiac and

endovascular therapies

Two bolt-on acquisitions completed during the last twelve

months reflecting opportunities to expand in a fragmented

market

2

Continued focus on building further scale in existing

countries within chosen therapeutic areas

Industry tailwinds in the region continue to support growth





Transmedic Underlying EBITDA

FY22FY24

FY22FY24

Transmedic has grown significantly since EBOS’ acquisition, providing further confidence in the Southeast

Asian expansion strategy

TRANSMEDIC HAS PERFORMED STRONGLY UNDER

EBOS’ OWNERSHIP

Transmedic recorded double-digit revenue and

Underlying EBITDA growth in H1 FY25

Note: 1. Growth rates based on Singapore dollars. EBOS acquired control of Transmedic in May 2022. 2. Includes acquisitions in Philippines and

Malaysia, as previously announced.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EBOS’ MEDICAL TECHNOLOGY BUSINESS

ANZSoutheast AsiaUnited States

Description

•A leading medical technology

distribution business operating in

Australia and New Zealand

•Manufacturer and distributor of allograft

tissue products for use in a variety of

surgical procedures

•A leading medical technology

distribution business operating in

Singapore, Indonesia, Malaysia,

Thailand, Hong Kong, Philippines

and Vietnam

•Manufacturer and distributor of

allograft tissue products for use in

a variety of surgical procedures

•Investor in an early stage and

growing business acquired as part

of the LifeHealthcare acquisition in

2022

3

rd

party

medical

technology

distribution

Allografts

manufacturing

19

EBOS’ Medical Technology division distributes and manufactures medical technologies across Asia Pacific and

the US with significant market presence in several growing therapeutic areas

EBOS will continue exploring opportunities to invest for growth across its Medical Technology businesses in all existing regions

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EQUITY

RAISING

DETAILS

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
DETAILS OF THE OFFER

21

Placement

•Fully underwritten placement to eligible investors to raise approximately A$200 million (NZ$217 million

1,2

) (Placement)

•Approximately 5.9 million new shares to be issued under the Placement, representing approximately 3.0% of EBOS’ existing shares

on issue

•New shares to be issued under the Placement will be issued at a fixed price of NZ$36.65 per share

3

(Placement Price), representing

a discount of 5.0% to the last close price of NZ$38.56 per share as at 10 April 2025

•EBOS intends that eligible shareholders who apply for up to their ‘pro rata’

4

share of the equity raising will be allocated their full bid

on a best endeavours basis

Retail Offer

•EBOS will conduct a non-underwritten retail offer to eligible existing shareholders to raise up to A$50 million (NZ$54 million

1

) (with

the discretion to accept oversubscriptions above that total amount) (Retail Offer)

5

•Eligible shareholders in New Zealand and Australia will be invited to apply for up to NZ$100,000 and A$45,000, respectively of new

shares under the Retail Offer, free of any brokerage, commission and transaction costs

•The maximum application size has been selected with the objective of enabling as many retail shareholders as possible to apply for

their pro rata share of the equity raising under the Retail Offer

•Any scale back of allocations will be on a pro rata basis based on shareholdings of subscribers on the Retail Offer record date

•New shares to be issued under the Retail Offer will be issued at the lower of the Placement Price and the five-day VWAP of EBOS

shares traded through the NZX Main Board up to, and including, the closing date of the Retail Offer

Ranking

•New shares issued under the Placement and Retail Offer will rank equally with existing EBOS shares on issue and will be quoted on

the NZX and ASX following settlement

Underwriting

•The Placement is fully underwritten by UBS New Zealand Limited

•The Retail Offer is not underwritten

Note: 1. Based on an AUD:NZD exchange rate of 1.0861 as at 10 April 2025. 2. The ultimate A$ amount raised in the Placement will depend on the

AUD:NZD exchange rate as reported by the Reserve Bank of Australia at 4pm AEST on 10 April 2025. 3. The A$ issue price for the Retail Offer and

Placement will be determined based on the AUD:NZD exchange rate as reported by the Reserve Bank of Australia at 4pm AEST on the Retail Offer

closing date and at 4pm AEST on 10 April 2025 respectively. 4. An eligible shareholder’s ‘pro rata’ share will be estimated by reference to the latest

available EBOS beneficial register. Nothing in this release gives a shareholder a right or entitlement to participate in the Placement and EBOS has no

obligation to reconcile assumed holdings (e.g. for recent trading or swap positions) when determining a shareholder’s ‘pro rata’ share. EBOS and the

Lead Manager disclaim any duty or liability (including for negligence) for determining eligible shareholder’s ‘pro rata’ share. 5. The target Retail Offer

size of A$50 million (NZ$54 million) is the expected amount to be raised under the Retail Offer, however it may be more or less. EBOS may in its

absolute discretion decide to accept applications (in whole or in part) that result in the Retail Offer raising more than A$50 million (NZ$54 million).

Further details of the Retail Offer will be contained in the Retail Offer Booklet, which will be sent to eligible EBOS shareholders on 16 April 2025.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
USE OF PROCEEDS

22

Use of

proceeds

•EBOS will raise approximately A$200 million (NZ$217 million) via a fully underwritten placement to eligible investors

•Funds raised in excess of the amounts paid for the Acquisitions will provide further balance sheet capacity, before being deployed over

time to fund additional future growth opportunities

•EBOS has a strong track record of frequent acquisitions and an active pipeline of potential bolt-on M&A opportunities within its core

markets that it expects would be synergistic with its existing operations

Balance

sheet

position

•Adjusted to include the impact of the Acquisitions and the Placement, pro-forma 31 December 2024 net debt of A$1,019m

•Pro-forma 31 December 2024 net debt / LTM EBITDA below 2.0x

1

SourcesA$m

Gross Placement proceeds200

Total sources

2

200

UsesA$m

Acquisition consideration149

3

Estimated transaction costs5

Cash to balance sheet 46

Total uses200

Sources and usesNet debt and leverage ratio

A$m

Net debt (as at 31 December 2024)1,065

Net debt / LTM EBITDA

4

2.1x

Less: Placement gross proceeds(200)

Plus: Acquisition consideration and costs154

Pro-forma net debt

5

1,019

Pro-forma net debt / LTM EBITDA

1

Below 2.0x

Note: 1. Based on covenant definitions, as at 31 December 2024, and therefore excludes the impact of IFRS16 leases. Prior to any funds raised via

the Retail Offer and includes estimated full-year EBITDA impact from SVS. 2. Excluding any proceeds raised under the Retail Offer as not

underwritten and the amount to be raised is uncertain. 3. Includes maximum potential earnout consideration for SVS of up to NZ$10m. 4. Based on

covenant definitions, as at 31 December 2024, and therefore excludes the impact of IFRS16 leases. 5. Excludes any other changes in net cash post

31 December 2024 balance sheet date.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
EQUITY RAISING TIMETABLE

23

DescriptionDate (NZST)

1

Record date for Retail Offer7pm, Wednesday, 9 April 2025

Trading halt lodged on NZX and ASX

Thursday, 10 April 2025

Announcement of the Placement and Retail Offer, Placement bookbuild opensThursday, 10 April 2025

Placement bookbuild closesThursday, 10 April 2025

Trading halt lifted - trading of shares resumes on NZX and ASX

Friday, 11 April 2025

Retail Offer opens and Retail Offer Booklet is made available

Wednesday, 16 April 2025

Settlement of Placement Shares on ASXWednesday, 16 April 2025

Settlement of Placement Shares on NZXThursday, 17 April 2025

Allotment & commencement of trading of new shares on NZX and ASX

Thursday, 17 April 2025

Retail Offer closes5pm, Tuesday, 6 May 2025

Announcement of results of Retail OfferMonday, 12 May 2025

Allotment of Retail Offer shares on NZX and ASXTuesday, 13 May 2025

Commencement of trading of new shares issued under the Retail Offer on NZX

Tuesday, 13 May 2025

Commencement of trading of new shares issued under the Retail Offer on ASXWednesday, 14 May 2025

Note: 1. All dates and times are indicative and subject to change without notice. EBOS and UBS New Zealand Limited reserve the right to amend

any or all of these dates and times subject to the Corporations Act, the ASX Listing Rules, the NZX Listing Rules and other applicable laws.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATESNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
APPENDIX –

KEY RISKS

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS

25

RiskDescription

KEY RISKS ASSOCIATED WITH EBOS

Product liability

exposure

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

sells or distributes could be difficult or costly to correct, cause significant customer relations and business reputation problems, harm EBOS’ financial

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

comparatively reasonable terms.

Currency risk

EBOS’ operations are primarily in New Zealand and Australia, with smaller operations in South-East Asia and North America. Foreign exchange risk

arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the primary currency for

EBOS’ operations. EBOS makes purchases in foreign currencies such as the US dollar and the Euro and is therefore exposed to foreign exchange risk

arising from movements in exchange rates.

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

forward foreign exchange contracts and/or foreign exchange options to reduce the variability from any changes in EBOS’ net operating income and

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

Competition

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

competitive dynamics, new market entrants, changes in economic conditions and product demand. Contracts with pharmacy wholesale customers tend

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

increased competition from new and existing competitors can impact on EBOS’ ability to generate sales, lead to a loss of market share, and cause a

decline in profitability. Such changes to the competitive environment in which EBOS operates may have an adverse impact on EBOS’ financial position,

performance and prospects.

Counterparty risk

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

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

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

financial position, performance and prospects of EBOS.

Liquidity risk

EBOS is exposed to liquidity risk as it must invest in significant levels of working capital such as inventory and accounts receivable which can impact

liquidity unless they are converted to cash. EBOS manages liquidity risk by maintaining reserves, banking facilities and reserve banking facilities and by

continuously monitoring forecast and actual cash flows and matching maturity profiles of financial assets and liabilities. EBOS cannot guarantee that

that these measures will be effective and this may materially impact the financial position, performance and prospects of EBOS.

Reliance on key

suppliers

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

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

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

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

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

performance and prospects of EBOS.

Impairment risk

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

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

goodwill and/or intangibles may become impaired in the future, which would have an adverse impact on the financial position, performance and

prospects of EBOS.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS

26

RiskDescription

KEY RISKS ASSOCIATED WITH EBOS

Regulatory risk and

changes in law

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

related products.

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

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

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

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

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

signatory to a CSO deed which governs the arrangements under which Symbion distributes PBS medicines around Australia, in return for access to a

pool of funding that subsidises the distribution of PBS medicines to rural and remote parts of Australia. The Australian Government entered into the

first Pharmaceutical Wholesaler Agreement in December 2024 (1PWA). The Australian Government is currently undertaking a tender for the period 1

July 2025 to 31 December 2029 under which successful tenderers will enter into separately negotiated CSO deeds to reflect 1PWA, amongst other

matters. The Australian Government conducts tenders for the CSO from time to time. Any material adverse change in the CSO arrangements could

have a material negative impact on the financial performance of EBOS Group. These changes could include: Symbion being unsuccessful in the current

tender, changes to the basis of the CSO funding (including a reduction in the overall CSO funding pool or the way in which payments to eligible

wholesalers are calculated), changes to the performance criteria, or the termination or expiry of Symbion’s CSO current or future deeds. In addition,

Symbion could fail to achieve the performance criteria resulting in restricted or no access to the CSO funding pool.

The benefit paid to medical device manufacturers and distributors such as EBOS by private health insurers is determined by the Australian

Government’s Prostheses List. Reforms to the Prostheses List in the past have reduced the benefit payable to medical device manufacturers and

distributors and in some cases led to the removal of items from the Prostheses List. The Australian Government conducts consultation processes and

reviews in regard to certain items on the Prostheses List from time to time. There is no guarantee that the price or inclusion of the relevant items will

not be affected by such processes and reviews. Further there is no guarantee that EBOS will be able to mitigate the impact of such reforms in part or

full.

Future potential changes to the structure of the pharmacy industry in Australia or New Zealand may have a material impact on the Group’s margins and

financial performance.

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

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

and prospects of EBOS.

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

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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS

27

RiskDescription

KEY RISKS ASSOCIATED WITH EBOS

Employment riskEBOS may be adversely impacted by industrial relations issues in connection with its employees or the employees of its customers, contractors and

suppliers due to strikes, work stoppages, work slowdowns, grievances, complaints, claims of unfair practices or other industrial activity under the

enterprise bargaining arrangements governing their employment arrangements. Such enterprise bargaining arrangements are subject to negotiation

from time to time, which may result in delays, increased labour costs or industrial action. These circumstances may have a material adverse effect on

EBOS’ financial performance and prospects. EBOS has a range of industrial instruments, and operates in a complex industrial relations environment. This

includes enterprise agreements in Australia and collective agreements in New Zealand, some of which are (or will be in the short term) beyond their

expiry date. This increases the risk of industrial action.

There is also a risk of non-compliance by EBOS with employment laws in respect of its personnel. A failure to comply with employment laws in relation

to its personnel, may have material adverse implications for EBOS' reputation, operational and financial performance and financial position. There is

also a risk that EBOS' performance and reputation, or the reputation of its brands, may be adversely impacted by wage non-compliance and/or

underpayment.

Additionally, both Australia and New Zealand have in recent years experienced a tightening of labour markets that has made it more difficult to attract

workers, and along with broader inflation has contributed to wage inflation. Any inability of EBOS to attract or retain workers or any future wage

inflation that is higher than current expectations may have a material adverse effect on EBOS’ financial performance.

Geopolitical riskEBOS operates in an international environment which is currently subject to heightened geopolitical volatility and unpredictability of governmental

policy. Any sustained period of geopolitical volatility and unpredictability of governmental policy may have a negative impact on overall levels of

economic activity in one or more of EBOS's key markets which, in turn, may have a materially adverse effect on the financial position, performance and

prospects of EBOS.

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

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

information or personal data. Other consequences as a result of a security breach could include legal or regulatory liability, loss of business and

reputational damage. Any damage to EBOS’ information technology systems could lead to extended downtime of EBOS’ websites, corporate systems

or operating systems. This could adversely affect EBOS’ operations and financial position, performance and prospects.

Privacy and data

risk

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

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

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

significant media attention, damage EBOS’ reputation and customer or supplier relationships and ultimately result in lost sales, legal or regulatory

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

Supply chain and

critical operations

risk

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

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

to the business and EBOS’ customers which, in turn, may have a materially adverse effect on the financial position, performance and prospects of EBOS.

The loss, or underperformance, of a critical site permanently or for a sustained period could be as a result of a number of factors for example a climate-

related event, fire, or system related issues. It could result in significant disruption for customers and suppliers and may materially affect the Group’s

financial position, performance and prospects.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS

28

RiskDescription

KEY RISKS ASSOCIATED WITH EBOS

Future dividends

and franking

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

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

requirements, covenants in relevant financing agreements, general business and financial conditions and other factors considered relevant by the

directors. No assurance can be given in relation to the level of imputation and/or franking credits attaching to future dividend payments. The level of

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

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

Health and safety

risk

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

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

personnel or third parties. Such events may result in legal or regulatory liability for the Group and / or its personnel, loss of business and reputational

damage.

Acquisition and

major capital

expenditure

projects risk

A part of the Group’s strategy is investing for growth, which includes through acquisitions and capital investment. There is a risk that the results of an

acquired business are weaker than those indicated by the Group’s analysis undertaken prior to acquiring the business. There is a risk that latent, future

or otherwise unknown claims or liabilities are not identified, notwithstanding the Group’s processes.

Supply of project materials, delays in regulatory approvals, the availability of suitably qualified labour and consultants, along with potentially rising

funding costs can impact major capital expenditure projects. There is a risk that major capital expenditure projects do not meet scheduled ‘go live’

dates, cost more than estimated or do not deliver the benefits expected.

If any of these risks materialise, this may have a material adverse effect on EBOS’ financial performance, financial position and prospects.

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

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

arrangements involve risk, such as the risk that counterparties may fail to honour their obligations under these arrangements, and that such

arrangements may not be effective in reducing exposure to movements in interest rates. To the extent that EBOS does not hedge effectively (or at all)

against movements in interest rates, such interest rate movements may adversely affect EBOS’ results.

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

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

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

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

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

insurance policies, if any, may not be adequate to cover replacement costs, lost revenues, increased expenses or liabilities to third parties. This may

have a materially adverse effect on EBOS’ financial position, performance and prospects.

Taxation risksFuture changes in taxation law, including changes in interpretation or application of the law by the courts or taxation authorities, may affect the

taxation treatment of an investment in EBOS shares or the holding and disposal of those shares. Further, changes in tax law, or changes in the way tax

law is expected to be interpreted, in the jurisdictions in which EBOS operates (in particular, New Zealand and Australia), may impact the future tax

liabilities of EBOS.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS

29

RiskDescription

KEY RISKS ASSOCIATED WITH EBOS

Changes to

accounting

standards

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

financial statements.

RISKS ASSOCIATED WITH THE OFFER

Underwriting Risk

EBOS has entered into an agreement pursuant to which UBS New Zealand Limited (UBS) has agreed to fully underwrite the Placement and act as the

lead manager (Agreement). The Retail Offer will not be underwritten.

If any of the customary conditions precedent in the Agreement are not satisfied, or the Agreement is terminated, this may have a material impact on

number of New Shares issued under the Placement (Placement Shares) and, consequently, EBOS’ balance sheet capacity.

A summary of the events which may trigger termination of the Agreement include (but are not limited to) the following:

•EBOS withdraws the Placement or announces to the NZX or ASX that it does not intend to proceed with the Placement or any part of it;

•EBOS becomes required to give or gives a correcting notice under clause 21 of Schedule 8 of the Financial Markets Conduct Regulations 2014

(FMC Regulations) or section 708A(9) of the Corporations Act 2001 (Cth) (Corporations Act) and the matters disclosed or to be disclosed in

that notice are adverse from the point of view of an investor;

•any regulatory or judicial challenge to the Placement or the issue of an order delaying, suspending or cancelling the issue or use of any offering

materials, or preventing EBOS from issuing any offering materials, by any governmental authority and such regulatory or judicial challenge or

order is not withdrawn within 2 business days after it is made or where it is made less than 2 business days before the ASX settlement date or

NZX settlement date, it has not been withdrawn by the ASX settlement date or if made after the ASX settlement date, it has not been withdrawn

by the NZX settlement date;

•any governmental authority commencing, or publicly announcing or indicating to EBOS an intention to commence, an investigation into

conduct or affairs relating to the Placement and such investigation is not withdrawn within 2 business days after it is made or where it is made

less than 2 business days before the ASX or NZX settlement date, it has not been withdrawn by the ASX settlement date or if made after the ASX

settlement date, it has not been withdrawn by the NZX settlement date;

•any of the following actions are taken by the Financial Markets Authority (FMA), and not withdrawn within 2 business days or where an action is

taken less than 2 business days before the ASX settlement date, not withdrawn by the ASX settlement date:

oapplying for a declaration of contravention, a pecuniary penalty order, a compensatory order or civil liability order under Part 8 of the

Financial Markets Conduct Act 2013 (FMCA) in connection with the Placement;

oholding, or giving notice of intention to hold, a hearing or investigation in relation to the Placement, EBOS or its directors; or

oprosecuting or commencing proceedings against, or giving notice of an intention to prosecute or commence proceedings against

EBOS or any of its directors;

•NZX makes an official statement or notifies EBOS that EBOS’ fully paid ordinary shares (Shares) will be delisted, removed from quotation,

withdrawn from admission to trading status, subject to a trading halt or suspended from quotation (aside from a trading halt requested to

facilitate the Placement) or that quotation of the Placement Shares will not commence on or before the allotment date;

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS

30

RiskDescription

RISKS ASSOCIATED WITH THE OFFER

Underwriting Risk

(cont.)

•any event specified in the timetable is delayed for more than 1 business day without the approval of UBS (not to be unreasonably withheld or

delayed), other than any delay which is solely attributable to the acts or omissions of UBS;

•a certificate which is required to be furnished by EBOS under the Agreement is not furnished when required or when given is false, misleading or

deceptive;

•EBOS does not deliver, or cause to deliver, the Placement Shares to the settlement agent advised by UBS by the time specified in the Agreement

on the allotment date;

•any offering materials:

ocontains a statement, representation or information that is false, misleading or deceptive, is likely to mislead or deceive or confuse,

including by reason of:

▪the form or context in which the statement or information is made, published or provided; or

▪the omission of any other information that is material in the form or context in which it is made, published or provided;

oomits any information that is required to be contained by the FMCA, the FMC Regulations, the Corporations Act and all other

applicable laws which are required to be complied with;

ocontains a statement that is unsubstantiated (as that term is defined in section 23 of the FMC Act) other than a statement that a

reasonable person would not expect to be substantiated;

ootherwise fail to comply with the FMCA, FMC Regulations, the Corporations Act, the NZX Listing Rules, the ASX Listing Rules or other

applicable laws;

•EBOS does not allot or issue the Placement Shares within the time required by the timetable or is prevented from doing so by the NZX Listing

Rules, ASX Listing Rules, applicable laws, an order of a court of competent jurisdiction or a governmental authority;

•there is an event or occurrence, including any statute, order, rule, regulation, directive or request of any governmental authority which makes it

illegal for UBS to satisfy an obligation under the Agreement, or to market, promote or settle the Placement;

•a matter has arisen which gives rise to a claim which is material in the context of the Placement;

•proceedings are commenced or there is a public announcement of an intention to commence proceedings before a court or tribunal of

competent jurisdiction in New Zealand seeking an injunction or other order in relation to the Placement, the Retail Offer or EBOS;

•any member of the EBOS Group or any of their respective directors, officers or senior managers (as that term is defined in the FMCA), or

proposed directors or officers or senior managers, engages in any fraudulent conduct or activity, whether or not in connection with the

Placement or the Retail Offer;

•there is an application to a governmental authority for an order, declaration or other remedy in connection with the Placement or the Retail

Offer or EBOS, or a governmental authority commences any investigation or hearing or announces its intention to do so, in each case in

connection with the Placement, Retail Offer or any agreement entered into in respect of the Placement or Retail Offer;

•a representation or warranty contained in the Agreement on the part of EBOS is not, or has ceased to be, true or correct;

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS

31

RiskDescription

RISKS ASSOCIATED WITH THE OFFER

Underwriting Risk

(cont.)

•a director, officer, or member of the executive management team of EBOS is:

ocharged with an indictable offence, an offence involving dishonesty (as defined in section 2(1) of the Crimes Act 1961) or any offence

under any legislation referred to in schedule 1 of the Financial Markets Authority Act 2011;

odisqualified from managing a company under the Companies Act 1993 (Companies Act) or a corporation under Part 2D.6 of the

Corporations Act; or

osubject of an application for a banning order or a pecuniary penalty order under the FMCA or the Corporations Act;

•any governmental Authority commences any public proceedings against, or investigation or inquiry into, a director, officer, or member of the

executive management team of EBOS;

•EBOS fails to perform or observe any of its obligations under the Agreement, including its undertakings;

•a suspension or limitation in trading in securities generally on the NZX Main Board, ASX, Hong Kong Stock Exchange, the New York Stock

Exchange or the London Stock Exchange in a material respect for one or more days on which that exchange is open for trading;

•a general moratorium on commercial banking activities in Australia, New Zealand, the United States, Hong Kong, Japan or any member state (or

former member state) of the European Union is declared by the relevant central banking authority in any of those countries, or there is a

material disruption in commercial banking or security settlement or clearance services in any of those countries;

•there is introduced a law or prospective law, or any new regulation is made under any statute, or a governmental authority adopts a policy, or

there is any announcement that such a law, prospective law or regulation may be introduced or policy may be adopted after the date of the

Agreement;

•other than as disclosed through the NZX and ASX market announcement platforms prior to the date of the Agreement, a change in the

chairperson of EBOS or in the chief executive offer of EBOS, occurs or is announced;

•any changes made or announced to be made to any governmental licence or a member of the EBOS Group receiving notice of proceedings,

termination, modification, revocation or default with respect to any governmental licence;

•there being a failure by any member of the EBOS Group or any of their respective directors to comply, and continue to comply, with any

provision of the EBOS Constitution, the Companies Act, the NZX Listing Rules, the FMCA, the FMC Regulations, the ASX Listing Rules, the

Corporations Act or any other statute, regulation or order required to be complied with by that person;

•between the date of the Agreement and 7.00pm (NZST) on the date the results of the Placement are announced, hostilities not then existing

commence or a major escalation in existing hostilities occurs involving any one or more of Australia, New Zealand, the United Kingdom, a

member of the European Union, the United States of America, Russia, Ukraine, Israel (including the territories of Gaza and the West Bank) or the

Peoples’ Republic of China (including Hong Kong), or a terrorist act is perpetrated on any of those countries or any diplomatic, military,

commercial or political establishment of any of these countries elsewhere in the world; or

•the FMA, NZX, ASX or any other governmental authority commencing or publicly announcing an intention to commence, an investigation,

proceedings or hearing into the conduct or affairs of EBOS or any member of the EBOS Group.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
KEY RISKS

32

RiskDescription

RISKS ASSOCIATED WITH THE OFFER

Market risk

In addition to EBOS specific factors, the price of EBOS securities on the ASX and NZX may rise or fall due to numerous factors including:

•New Zealand, Australian and international general economic conditions, including inflation rates, the level of economic activity, interest rates and

currency exchange rates;

•variations in the local and global market for listed securities;

•changes in government policy, legislation or regulation;

•investor expectations around earning, financial performance and the reporting and management of ESG issues; and

•general operation and business risks.

In particular, the market prices for many listed entities have in recent times been subject to wide fluctuations which in many cases may reflect a diverse

range of non-entity specific influences such as global hostilities and tensions, acts of terrorism, investor sentiment, movements in inflation and interest

rates, changes in government policy, and the general state of the economy. Such market fluctuations may materially adversely affect the market price of

EBOS securities.

EBOS securities may trade below the offer price and no assurances can be given that EBOS’s market performance will not be materially adversely

affected by any such market fluctuations or factors. No member of EBOS, nor any of their directors nor any other person guarantees EBOS’s market

performance.

Dilution risk

Shareholders who do not participate in the Placement or the Retail Offer (or who do participate but for an amount whereby the shareholder does not

maintain its pro rate stake in EBOS) will have their percentage security holding in EBOS diluted. Depending on the size of a shareholder's existing

holding and the number of New Shares allocated to them, a participating shareholder may still be diluted even though they participate in the

Placement and/or the Retail Offer. Investors may also have their investment diluted by future capital raisings by EBOS. EBOS may issue new securities in

the future, including (without limitation) to finance acquisitions or pay down debt which may, under certain circumstances, dilute the value of an

investor’s interest.

Liquidity Risk –

EBOS securities

EBOS shareholders who wish to sell their EBOS securities may be unable to do so at an acceptable price, or at all, if insufficient liquidity exists in the

market. There may be relatively few, or many, buyers or sellers of EBOS securities on NZX or ASX at any given time. This may increase the volatility of

the market price of EBOS securities. It may also affect the prevailing market price at which EBOS securityholders are able to sell their EBOS shares, or

whether they are able to sell at all. EBOS does not guarantee the market price or liquidity of EBOS securities and there is a risk that investors may lose

some or all of the money they have invested.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATESNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
APPENDIX –

INTERNATIONAL

OFFER

RESTRICTIONS

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS

34

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

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

AUSTRALIA

This document and the offer of New Shares are only made available in Australia to persons to whom an offer of securities can be made without disclosure in accordance with

applicable exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional investors) of the Australian Corporations Act 2001 (Cth) (the Corporations Act). This

document is not a prospectus, product disclosure statement or any other formal “disclosure document” for the purposes of Australian law and is not required to, and does not,

contain all the information which would be required in a "disclosure document" under Australian law. Accordingly, this document may not contain all information which a

which a prospective investor may require to make a decision whether to subscribe for New Shares. This document may contain references to dollar amounts which are not

Australian dollars, may contain financial information which is not prepared in accordance with Australian law or practices, may not address risks associated with investment in

foreign currency denominated investments and does not address Australian tax issues. EBOS is a company which is incorporated in New Zealand and the relationship between

it and investors will be largely governed by New Zealand law. This document has not been lodged with the Australian Securities and Investments Commission (ASIC), and

neither ASIC nor the Australian Securities Exchange take any responsibility for the contents of this document.

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

Corporations Act.

BERMUDA

This document may be distributed, and the New Shares may be offered and sold, only from outside Bermuda to institutional and professional investors in Bermuda. No offer or

invitation to subscribe for New Shares may be made to the public in Bermuda or in any manner that would constitute engaging in business in or from within Bermuda. In

addition, no invitation is being made to persons resident in Bermuda for exchange control purposes to subscribe for New Shares.

CANADA (BRITISH COLUMBIA, ONTARIO AND QUEBEC PROVINCES)

This document constitutes an offering of New Shares only in the Provinces of British Columbia, Ontario and Quebec (the Provinces), only to persons to whom New Shares may

be lawfully distributed in the Provinces, and only by persons permitted to sell such securities. This document is not a prospectus, an advertisement or a public offering of

securities in the Provinces. This document may only be distributed in the Provinces to persons who are (i) “accredited investors” (as defined in National Instrument 45-106 –

Prospectus Exemptions) and (ii) “permitted clients” (as defined in National Instrument 31-103 – Registration Requirements, Exemptions and Ongoing Registrant Obligations) if a

lead manager offering the New Shares in Canada is relying upon the international dealer exemption under NI 31-103.

No securities commission or authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Shares or the offering of the New Shares

and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Shares or the resale of such securities. Any person in the Provinces lawfully

participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities

regulator in the applicable Province. Furthermore, any resale of the New Shares in the Provinces must be made in accordance with applicable Canadian securities laws. While

such resale restrictions generally do not apply to a first trade in a security of a foreign, non-Canadian reporting issuer that is made through an exchange or market outside

Canada, Canadian purchasers should seek legal advice prior to any resale of the New Shares.

The Company as well as its directors and officers may be located outside Canada and, as a result, it may not be possible for purchasers to effect service of process within

Canada upon the Company or its directors or officers. All or a substantial portion of the assets of the Company and such persons may be located outside Canada and, as a

result, it may not be possible to satisfy a judgment against the Company or such persons in Canada or to enforce a judgment obtained in Canadian courts against the

Company or such persons outside Canada.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS

35

CANADA (BRITISH COLUMBIA, ONTARIO AND QUEBEC PROVINCES) (CONT.)

Statutory rights of action for damages and rescission. Securities legislation in certain Provinces may provide a purchaser with remedies for rescission or damages if an offering

memorandum contains a misrepresentation, provided the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities

legislation of the purchaser’s Province. A purchaser may refer to any applicable provision of the securities legislation of the purchaser’s Province for particulars of these rights

or consult with a legal adviser.

Certain Canadian income tax considerations. Prospective purchasers of the New Shares should consult their own tax adviser with respect to any taxes payable in connection

with the acquisition, holding or disposition of the New Shares as there are Canadian tax implications for investors in the Provinces.

Language of documents in Canada. Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or

relating in any way to the sale of the New Shares (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la

réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque

manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais

seulement.

CAYMAN ISLANDS

This document may be distributed, and the New Shares may be offered and sold, only from outside the Cayman Islands to institutional and professional investors in the

Cayman Islands. No offer or invitation to subscribe for New Shares may be made to the public in the Cayman Islands or in any manner that would constitute carrying on

business in the Cayman Islands.

HONG KONG

WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of

Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of

Hong Kong (the SFO). Accordingly, this document may not be distributed, and the New Shares may not be offered or sold, in Hong Kong other than to “professional investors”

(as defined in the SFO and any rules made under that ordinance).

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

in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the

securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional

investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months

following the date of issue of such securities.

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

about any contents of this document, you should obtain independent professional advice.

JAPAN

The New Shares have not been, and will not be, registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948), as

amended (the FIEL) pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors (as defined

in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New Shares may not be offered or sold, directly or

indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors.

Any Qualified Institutional Investor who acquires New Shares may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any

such person of New Shares is conditional upon the execution of an agreement to that effect.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS

36

LUXEMBOURG

This document has not been, and will not be, registered with or approved by any securities regulator in Luxembourg or elsewhere in the European Union. Accordingly, this

document may not be made available, nor may the New Shares be offered for sale, in Luxembourg except in circumstances that do not require a prospectus under Article 1(4)

of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the “Prospectus Regulation”).

In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in Luxembourg is limited to persons who are “qualified investors” (as defined in Article

2(e) of the Prospectus Regulation).

NORWAY

This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian Securities Trading Act of 29 June 2007 no. 75.

Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act. The New Shares

may not be offered or sold, directly or indirectly, in Norway except to “professional clients” (as defined in the Norwegian Securities Trading Act).

SINGAPORE

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

Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New

Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether

directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part 13 of the Securities and Futures Act 2001

of Singapore (the SFA) or another exemption under the SFA.

This document has been given to you on the basis that you are an “institutional investor” or an “accredited investor” (as such terms are defined in the SFA). If you are not such

an investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party in Singapore. On-sale restrictions in Singapore may be

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

comply accordingly.

SWITZERLAND

The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stock exchange or regulated trading facility in

Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar notice, as such terms are

understood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland.

No offering or marketing material relating to the New Shares has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In

particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).

Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in

Switzerland. The New Shares will only be offered to investors who qualify as “professional clients” (as defined in the Swiss Financial Services Act). This document is personal

to the recipient and not for general circulation in Switzerland.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS

37

UNITED ARAB EMIRATES

This document does not constitute a public offer of securities in the United Arab Emirates and the New Shares may not be offered or sold, directly or indirectly, to the public

in the UAE. Neither this document nor the New Shares have been approved by the Securities and Commodities Authority (SCA) or any other authority in the UAE.

No marketing of the New Shares has been, or will be, made from within the UAE other than in compliance with the laws of the UAE and no subscription for any securities

may be consummated within the UAE. This document may be distributed in the UAE only to “professional investors” (as defined in the SCA Board of Directors’ Decision

No.13/RM of 2021, as amended).

No offer of New Shares will be made to, and no subscription for New Shares will be permitted from, any person in the Abu Dhabi Global Market or the Dubai International

Financial Centre.

UNITED KINGDOM

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

prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (FSMA)) has been published or is intended to be published in

respect of the New Shares.

The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the

publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to “qualified investors” within the meaning

of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, nor may its contents be disclosed by recipients, to

any other person in the United Kingdom.

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

has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which

section 21(1) of the FSMA does not apply to the Company.

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

within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (FPO), (ii) who fall within the categories of

persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully

communicated (relevant persons). The investment to which this document relates is available only to relevant persons. Any person who is not a relevant person should not act

or rely on this document.

UNITED STATES

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

This document does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be,

registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly,

the New Shares may not be offered or sold to, directly or indirectly, persons in the United States, except in transactions exempt from, or not subject to, the registration

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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATESNOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
www.ebosgroup.com

---

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
10 April 2025

NZX Limited

Level 1, NZX Centre

11 Cable Street

Wellington


ASX Limited

20 Bridge Street

Sydney NSW 2000

EBOS GROUP LIMITED (NZX/ASX: EBO) - NOTICE PURSUANT TO CLAUSE 20(1)(A)

OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT REGULATIONS 2014

1 EBOS Group Limited (EBOS) has announced that it intends to undertake an offer of

new fully paid ordinary shares in EBOS of the same class as already quoted on the

Main Board of NZX Limited and the Australian Securities Exchange operated by ASX

Limited (New Shares), comprising:

1.1 an underwritten placement of New Shares to selected investors to raise

approximately A$200 million (NZ$217 million) (the Placement); and

1.2 a non-underwritten retail share offer to EBOS’ eligible existing shareholders

with a registered address in New Zealand or Australia to raise up to A$50

million (NZ$54 million) (subject to the ability for EBOS to scale applications or

accept oversubscriptions at its complete discretion) (the Retail Offer).

The Placement, the Retail Offer and any ancillary offers of shortfall shares acquired

or to be acquired by the underwriters (or third parties) in the Placement are referred

to together as, the Offer.

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

Regulations 2014 (FMC Regulations) and the Financial Markets Conduct Act 2013

(FMC Act), EBOS advises that:

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

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

Schedule 8 to the FMC Regulations.

2.2 As at the date of this notice:

(a) EBOS is in compliance with the continuous disclosure obligations that

apply to it in relation to its quoted ordinary shares;

(b) EBOS is in compliance with its “financial reporting obligations” (as

defined in clause 20(5) of Schedule 8 to the FMC Regulations); and

(c) there is no information that is "excluded information" (as defined in

clause 20(5) of Schedule 8 to the FMC Regulations) in respect of EBOS.


2.3 The Offer is not expected to have any material effect or consequence on the

“control” (as defined in clause 48 of Schedule 1 to the FMC Act) of EBOS.

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

(Cth) following allotment of shares pursuant to the Offer.

END

For further information please contact:

Martin Krauskopf

Chief Strategy and Corporate Development Officer

+61 3 9918 5555

Authorised for lodgement with NZX and ASX by the EBOS Board

Important notice

This communication is not for distribution or release in the United States. This

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

any securities in the United States. The New Shares have not been, and will not be,

registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), or

the securities laws of any state or other jurisdiction of the United States, and may not be

offered or sold, directly or indirectly, in the United States, except in transactions exempt

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

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

---

Corporate Action Notice
(Other than for a Distribution)

Page 1 of 4


Section 1: Issuer information (mandatory)

Name of issuer EBOS Group Limited

Class of Financial Product Ordinary Shares

NZX ticker code EBO

ISIN (If unknown, check on NZX

website)d

NZEBOE0001S6

Name of Registry Computershare Investor Services Limited

Type of corporate action

(Please mark with an X in the relevant

box/es)

Share Purchase

Plan/retail offer

X Renounceable

Rights issue or

Accelerated

Offer


Capital

reconstruction

Non-

Renounceable

Rights issue or

Accelerated

Offer


Call Bonus issue

Placement X

Record date 09/04/2025

Ex Date (one business day before the

Record Date)

08/04/2025

Currency NZD / AUD

External approvals required before offer

can proceed on an unconditional basis?

N

Details of approvals required N/A

Section 6: Share Purchase Plans/retail offer

Number of Equity Securities to be

issued

OR

Maximum dollar amount of Equity

Securities to be issued

Up to:

(a) NZ$100,000 per shareholder/beneficial owner with

a registered address in New Zealand; or

(b) A$45,000 per shareholder/beneficial owner with a

registered address in Australia. However, if a

shareholder in Australia applies for an A$ amount

of shares, and the exchange rate varies such that

the A$ amount applied for exceeds the NZ$50,000

regulatory limit (on the basis of the NZ$:A$

exchange rate published by the Reserve Bank of

Australia on its website at 6.00pm New Zealand

time on the Retail Offer closing date), shares

having a total issue price equal to NZ$50,000,

which may be less than A$45,000, will be issued

2 of 4
to the shareholder and they will be refunded the

excess cash amount.

Any amount issued to a shareholder/beneficial owner in

excess of the prescribed limit under the NZX LR for share

purchase plans of NZ$50,000 will be facilitated using

EBO’s placement capacity under NZX LR 4.5.1.

EBO reserves the right to, at its absolute discretion, allow

oversubscriptions.

Minimum application amount (if

any)

No minimum application amount.

Maximum application amount per

Equity Security holder

NZ registered shareholders: NZ$100,000

AUS registered shareholders: A$45,000

Subscription price per Equity

Security

The lower of:

• The price paid by investors in EBO’s Placement

announced on 10/04/2025 (the details of which are

below); and

• the five day volume weighted average price of EBO

shares traded on NZX during the last five NZX

trading days up to, and including, the Retail Offer

closing date.

Scaling reference date Scaling according to holdings on the record date of

09/04/2025

Closing date 06/05/2025

Allotment date 13/05/2025

Section 7: Placement

Number of Equity Securities to be

issued

Up to 5,926,876

Issue price per Equity Security NZ$36.65

Maximum dollar amount of Equity

Securities to be issued

A$200 million (NZ$217 million)

Proposed issue date 17/04/2025

Existing holders eligible to

participate

Y

Related Parties eligible to

participate

Y

Basis upon which participation by

existing Equity Security holders will

be determined

By reference to holdings on the record date of 09/04/2025

Purpose(s) for which the Issuer is

issuing the Equity Securities

Due to funding the acquisition by EBO of SVS Veterinary

Supplies and the acquisition of the final 10% stake in

Transmedic Pte Ltd.

Funds raised in excess of the acquisition consideration

will provide further balance sheet capacity to fund

additional future growth opportunities.

3 of 4
Reason for placement rather than a

pro-rata rights issue or an offer

under a Share Purchase Plan in

which the Issuer’s existing Equity

Security holders would have been

eligible to participate

EBO has chosen to undertake a Placement in conjunction

with a Retail Offer to raise capital.

The board of directors of EBO has determined that this

capital raising structure is in the best interests of EBO,

after carefully considering alternative capital raising

structures, and weighing the benefits of this capital raising

structure against the expected impact on non-participating

Shareholders. In particular, EBO’s board elected to use a

combination of a Placement and a Retail Offer for this

equity raise as:

• As compared to other capital raising structures (such

as a pro-rata rights issue), such a structure provides

the tightest pricing, quickest execution and time to

settlement.

• It is able to be structured to give the vast majority of

EBO’s shareholders the opportunity to maintain their

relative shareholdings if desired. Further, the small

overall size of the Placement (constituting approx.

3% of EBO’s issued share capital) means that any

dilutionary impact will be limited.

• The structure is well understood by EBO’s

shareholders having been used for a previous capital

raise in December 2021 which was considered by

EBO to be a highly successful capital raise in relation

to the pricing achieved and supporting pro rata

participation.

Equity Securities to be issued

subject to voluntary escrow

N

Number and class of Equity

Securities to be issued that will be

subject to voluntary escrow and the

date from which they will cease to

be escrowed

N/A

Section 8: Lead Manager and Underwriter (mandatory)

Lead Manager(s) appointed Y

Name of Lead Manager(s) UBS New Zealand Limited

Fees, commission or other

consideration payable to Lead

Manager(s) for acting as lead

manager(s)

The Lead Manager/Underwriter will be paid a fee by EBO

for its services in connection with acting as lead manager

and underwriter in respect of the Placement consisting of:

• a fee of 1.6% of the gross proceeds raised under the

Placement (excluding GST, if any); and

• in certain circumstances an incentive fee of up to 0.3%

of the gross proceeds raised under the Placement

(excluding GST, if any). The amount of the incentive

fee, if paid, will be determined in accordance with the

Placement Agreement and at the absolute discretion

of EBO.

No fee is payable to the Lead Manager/Underwriter in

respect of the gross proceeds raised in the Retail Offer,

which is not underwritten.

4 of 4
For completeness, EBO notes that:

• a fee will be payable by EBO to brokers who lodge

acceptances on behalf of eligible shareholders in the

Retail Offer of 0.5% of application monies, subject to a

maximum of A$250 per application and an aggregate

cap of A$150,000 for all applications; and

• EBO will also incur standard share registry fees and

legal and other external adviser fees in connection

with the equity raise.

Underwritten Y

Name of Underwriter(s) UBS New Zealand Limited

Extent of underwriting (i.e. amount

or proportion of the offer that is

underwritten)

Fully underwritten Placement.

Fees, commission or other

consideration payable to

Underwriter(s) for acting as

underwriter(s)

The Lead Manager/Underwriter will be paid a fee by EBO

for its services in connection with acting as lead manager

and underwriter in respect of the Placement consisting of:

• a fee of 1.6% of the gross proceeds raised under the

Placement (excluding GST, if any); and

• in certain circumstances an incentive fee of up to 0.3%

of the gross proceeds raised under the Placement

(excluding GST, if any). The amount of the incentive

fee, if paid, will be determined in accordance with the

Placement Agreement and at the absolute discretion

of EBO.

No fee is payable to the Lead Manager/Underwriter in

respect of the gross proceeds raised in the Retail Offer,

which is not underwritten.

For completeness, EBO notes that:

• a fee will be payable by EBO to brokers who lodge

acceptances on behalf of eligible shareholders in the

Retail Offer of 0.5% of application monies, subject to a

maximum of A$250 per application and an aggregate

cap of A$150,000 for all applications; and

• EBO will also incur standard share registry fees and

legal and other external adviser fees in connection

with the equity raise.

Summary of significant events that

could lead to the underwriting

being terminated

Refer to the announcement lodged with NZX and ASX on

10 April 2025 entitled “ACQUISITIONS AND EQUITY

RAISING”.

Section 9: Authority for this announcement (mandatory)

Name of person authorised to make this

announcement

Janelle Cain

Contact person for this announcement Janelle Cain

Contact phone number +61 3 9918 5555

Contact email address janelle.cain@ebosgroup.com

Date of release through MAP 10/04/2025

---

This appendix is available as an online form
Only use this form if the online version is not available Rule 3.10.3


+ See chapter 19 for defined terms

5 February 2024 Page 1

Appendix 3B

Proposed issue of securities

Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of

securities that will not have CDIs issued over them, you will need to obtain and provide an

International Securities Identification Number (ISIN) for that class. For offers where the securities

proposed to be issued are in an existing class of security, and the event timetable includes rights (or

entitlement for non-renounceable issues), and deferred settlement trading or a representation of such,

ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred

settlement trading. This code will be different to the existing class. If the securities do not rank equally

with the existing class, the same ISIN code will be used for that security to continue to be quoted while

it does not rank.

Further information on the requirement for the notification of an ISIN is available from the Create

Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in

specific notes for certain questions. The balance of the information, where applicable, must be

provided as soon as reasonably practicable by the entity.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 2

Part 1 – Entity and announcement details

Question

no

Question Answer

1.1 *Name of entity

We (the entity here named)

give ASX the following

information about a proposed

issue of

+

securities and, if ASX

agrees to

+

quote any of the

+

securities (including any

rights) on a

+

deferred

settlement basis, we agree to

the matters set out in

Appendix 3B of the ASX

Listing Rules.

If the +securities are being

offered under a +disclosure

document or +PDS and are

intended to be quoted on ASX,

we also apply for quotation of

all of the +securities that may

be issued under the

+disclosure document or

+PDS on the terms set out in

Appendix 2A of the ASX

Listing Rules (on the

understanding that once the

final number of +securities

issued under the +disclosure

document or +PDS is known,

in accordance with Listing

Rule 3.10.3C, we will complete

and lodge with ASX an

Appendix 2A online form

notifying ASX of their issue

and applying for their

quotation).

EBOS Group Limited (“EBOS”)

1.2 *Registration type and number

Please supply your ABN, ARSN,

ARBN, ACN or another registration

type and number (if you supply

another registration type, please

specify both the type of registration

and the registration number).

ARBN 166 840 973

1.3 *ASX issuer code EBO

1.4 *This announcement is

Tick whichever is applicable.

☒ A new announcement

☐ An update/amendment to a previous announcement

☐ A cancellation of a previous announcement

1.4a *Reason for update

Answer this question if your response

to Q 1.4 is “An update/amendment to

previous announcement”. A reason

must be provided for an update.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 3

1.4b *Date of previous

announcement(s) to this

update

Answer this question if your response

to Q 1.4 is “An update/amendment to

previous announcement”.


1.4c *Reason for cancellation

Answer this question if your response

to Q 1.4 is “A cancellation of previous

announcement”.


1.4d

*Date of previous

announcement(s) to this

cancellation

Answer this question if your response

to Q 1.4 is “A cancellation of previous

announcement”.


1.5 *Date of this announcement 10 April 2025

1.6 *The proposed issue is:

Note: You can select more than one

type of issue (e.g. an offer of

securities under a securities purchase

plan and a placement, however ASX

may restrict certain events from being

announced concurrently). Please

contact your ASX listings compliance

adviser if you are unsure.


☐ A +bonus issue (complete Parts 2 and 8)

☐ A standard +pro rata issue (non-renounceable or

renounceable) (complete Q1.6a and Parts 3 and 8)

☐ An accelerated offer (complete Q1.6b and Parts 3 and 8)

☒ An offer of +securities under a +securities purchase

plan (complete Parts 4 and 8)

☐ A non-+pro rata offer of +securities under a

+disclosure document or +PDS (complete Parts 5 and 8)

☐ A non-+pro rata offer to wholesale investors under an

information memorandum (complete Parts 6 and 8)

☒ A placement or other type of issue (complete Parts 7 and

8)

1.6a *The proposed standard +pro

rata issue is:

Answer this question if your response

to Q1.6 is “A standard pro rata issue

(non-renounceable or renounceable).”

Select one item from the list

An issuer whose securities are

currently suspended from trading

cannot proceed with an entitlement

offer that allows rights trading. If your

securities are currently suspended,

please consult your ASX listings

compliance adviser before proceeding

further.

☐ Non-renounceable

☐ Renounceable

1.6b *The proposed accelerated

offer is:

Answer this question if your response

to Q1.6 is “An accelerated offer”

Select one item from the list

An issuer whose securities are

currently suspended from trading

cannot proceed with an entitlement

offer that allows rights trading. If your

securities are currently suspended,

please consult your ASX listings

compliance adviser before proceeding

further.

☐ Accelerated non-renounceable entitlement offer

(commonly known as a JUMBO or ANREO)

☐ Accelerated renounceable entitlement offer

(commonly known as an AREO)

☐ Simultaneous accelerated renounceable entitlement

offer (commonly known as a SAREO)

☐ Accelerated renounceable entitlement offer with dual

book-build structure (commonly known as a

RAPIDS)

☐ Accelerated renounceable entitlement offer with retail

rights trading (commonly known as a PAITREO)

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 4

Part 2 – Details of proposed +bonus issue

If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be

issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.

Part 2A – Proposed +bonus issue – conditions

Question

No.

Question Answer

2A.1 *Do any external approvals need to be

obtained or other conditions satisfied before

the +bonus issue can proceed on an

unconditional basis?

For example, this could include:

• +Security holder approval

• Court approval

• Lodgement of court order with +ASIC

• ACCC approval

• FIRB approval

Disregard any approvals that have already been

obtained or conditions that have already been satisfied.


If any of the above approvals apply to the bonus issue,

they must be obtained before business day 0 of the

timetable. The relevant approvals must be received

before ASX can establish an ex market in the

securities.

Yes or No

2A.1a Conditions

Answer these questions if your response to Q2A.1 is “Yes”.


*Approval/ condition

Type

Select the applicable

approval/condition

from the list (ignore

those that are not

applicable). More than

one approval/condition

can be selected.


*Date for

determination

*Is the date

estimated or

actual?

The ‘date for

determination’ is

the date that

you expect to

know if the

approval is

given or

condition is

satisfied (for

example, the

date of the

security holder

meeting in the

case of security

holder approval

or the date of

the court

hearing in the

case of court

approval).

*Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval. Note that you

will need to lodge an

updated Appendix 3B

showing that all required

approvals have been

obtained and conditions

have been met prior to

business day 0 in the

timetable for the bonus

issue in Appendix 7A of

the listing rules.


Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval


This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 5

Other (please specify

in comment section)



Part 2B – Proposed +bonus issue - issue details

Question

No.

Question Answer

2B.1 *+Class or classes of +securities that will

participate in the proposed +bonus issue

(please enter both the ASX security code &

description)

If more than one class of security will participate in the

proposed bonus issue, make sure you clearly identify

any different treatment between the classes.


2B.2

*+Class of +securities that will be issued in

the proposed +bonus issue (please enter

both the ASX security code & description)


2B.3 *Issue ratio

Enter the quantity of additional securities to be issued

for a given quantity of securities held (for example, 1

for 2 means 1 new security issued for every 2 existing

securities held).

Please only enter whole numbers (for example, a

bonus issue of 1 new security for every 2.5 existing

securities held should be expressed as “2 for 5”).

for

2B.4 *What will be done with fractional

entitlements?

Select one item from the list.

☐ Fractions rounded up to the next whole

number

☐ Fractions rounded down to the nearest

whole number or fractions disregarded

☐ Fractions sold and proceeds distributed

☐ Fractions of 0.5 or more rounded up

☐ Fractions over 0.5 rounded up

☐ Not applicable

2B.5 *Maximum number of +securities proposed

to be issued (subject to rounding)


Part 2C – Proposed +bonus issue – timetable

Question

No.

Question Answer

2C.1 *+Record date

Record date to identify security holders entitled to

participate in the bonus issue. Per Appendix 7A section

1 the record date must be at least 4 business days

from the announcement date (day 0).


2C.3 *Ex date

Per Appendix 7A section 1 the ex date is one business

day before the record date. This is also the date that

the bonus securities will commence quotation on a

deferred settlement basis.


2C.4 *Record date

Same as Q2C.1 above

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 6

2C.5 *+Issue date

Per Appendix 7A section 1 the issue date should be at

least one business day and no more than 5 business

days after the record date (the last day for the entity to

issue the bonus securities and lodge an Appendix 2A

with ASX to apply for quotation of the bonus

securities). Deferred settlement trading will end at

market close on this day.


2C.6 *Date trading starts on a normal T+2 basis

Per Appendix 7A section 1 this is one business day

after the issue date.


2C.7 *First settlement date of trades conducted

on a +deferred settlement basis and on a

normal T+2 basis

Per Appendix 7A section 1 this is two business days

after trading starts on a normal T+2 basis (3 business

days after the issue date).


Part 2D – Proposed +bonus issue – further information

Question

No.

Question Answer

2D.1 *Will holdings on different registers or sub

registers be aggregated for the purposes of

determining entitlements to the +bonus

issue?

Yes or No

2D.1a

Please explain how holdings on different

registers or subregisters will be aggregated

for the purposes of determining entitlements

Answer this question if your response to Q2D.1 is

“Yes”.


2D.2

*Countries in which the entity has +security

holders who will not be eligible to participate

in the proposed +bonus issue

Note: The entity must send each holder to whom it will

not offer the securities details of the issue and advice

that the entity will not offer securities to them (listing

rule 7.7.1(b)).


2D.3 *Will the entity be changing its

dividend/distribution policy as a result of the

proposed +bonus issue

Yes or No

2D.3a Please explain how the entity will change its

dividend/distribution policy if the proposed

+bonus issue proceeds

Answer this question if your response to Q2D.3 is

“Yes”.


2D.4 *Details of any material fees or costs to be

incurred by the entity in connection with the

proposed +bonus issue


2D.5 Any other information the entity wishes to

provide about the proposed +bonus issue

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 7

Part 3 – Details of proposed entitlement offer

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please

complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B

and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your

response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective

timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.

Part 3A – Proposed entitlement offer – conditions

Question

No.

Question Answer

3A.1 *Do any external approvals need to be

obtained or other conditions satisfied before

the entitlement offer can proceed on an

unconditional basis?

For example, this could include:

• +Security holder approval

• Court approval

• Lodgement of court order with +ASIC

• ACCC approval

• FIRB approval

Disregard any approvals that have already been

obtained or conditions that have already been satisfied.

If any of the above approvals apply to the entitlement

offer, they must be obtained before business day 0 of

the timetable. The relevant approvals must be received

before ASX can establish an ex market in the

securities.

Yes or No

3A.1a Conditions

Answer these questions if your response to Q3A.1 is “Yes”.

*Approval/ condition

Type

Select the applicable

approval/condition

from the list (ignore

those that are not

applicable). More than

one approval/condition

can be selected.

*Date for

determination

The ‘date for

determination’ is the

date that you expect to

know if the approval is

given or condition is

satisfied (for example,

the date of the security

holder meeting in the

case of security holder

approval or the date of

the court hearing in the

case of court approval).

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval. Note that you

will need to lodge an

updated Appendix 3B

showing that all required

approvals have been

obtained and conditions

have been met prior to

business day 0 in the

timetable for the

entitlement offer in

Appendix 7A of the

listing rules.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)


This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 8

Part 3B – Proposed standard pro rata issue entitlement offer - offer details

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant

questions in this part.

Question

No.

Question Answer

3B.1 *+Class or classes of +securities that will

participate in the proposed entitlement offer

(please enter both the ASX security code &

description)

If more than one class of security will participate in the

proposed entitlement offer, make sure you clearly

identify any different treatment between the classes.


3B.2 *+Class of +securities that will be issued in

the proposed entitlement offer (please enter

both the ASX security code & description)


3B.3 *Offer ratio

Enter the quantity of additional securities to be offered

for a given quantity of securities held (for example, 1

for 2 means 1 new security will be offered for every 2

existing securities held).

Please only enter whole numbers (for example, an

entitlement offer of 1 new security for every 2.5 existing

securities held should be expressed as “2 for 5”).

Listing rule 7.11.3 requires that non-renounceable

offers must not exceed a ratio of 1:1. Please ensure

that you comply with listing rule 7.11.3 or have a waiver

from that rule.

for

3B.4 *What will be done with fractional

entitlements?

Select one item from the list.

☐ Fractions rounded up to the next whole

number

☐ Fractions rounded down to the nearest

whole number or fractions disregarded

☐ Fractions sold and proceeds distributed

☐ Fractions of 0.5 or more rounded up

☐ Fractions over 0.5 rounded up

☐ Not applicable

3B.5 *Maximum number of +securities proposed

to be issued (subject to rounding)


3B.6 *Will individual +security holders be

permitted to apply for more than their

entitlement (i.e. to over-subscribe)?

Yes or No

3B.6a *Describe the limits on over-subscription

Answer this question if your response to Q3B.6 is

“Yes”.


3B.7 *Will a scale back be applied if the offer is

over-subscribed?

Yes or No

3B.7a *Describe the scale back arrangements

Answer this question if your response to Q3B.7 is

“Yes”.


3B.8 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.


3B.9 *Has the offer price been determined? Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 9

3B.9a *What is the offer price per +security for the

retail offer?

Answer this question if your response to Q3B.9 is

“Yes”.

The offer price must be input as an amount per security

in the issue currency you have selected above using

the base unit of that currency (i.e. in Australian dollars,

rather than Australian cents, if the issue currency is

AUD).

Note that if you are proposing to have an offer price

with a fraction of a cent, the offer price must comply

with the minimum price step requirement in listing rule

7.11.2. Information about minimum price steps is

available here.

An offer price cannot be less than 0.1 Australian cents

(i.e. AUD0.001), which is the lowest price at which

securities can trade on ASX, unless the security is a

free attaching security and the offer price is nil (in

which case the offer price should be entered as ‘0.00’).


3B.9b *How and when will the offer price be

determined?

Answer this question if your response to Q3B.9 is “No”.


Part 3C – Proposed standard pro rata issue – timetable

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant

questions in this part.

Question

No.

Question Answer

3C.1 *+Record date

Record date to identify security holders entitled to

participate in the issue. Per Appendix 7A sections 2

and 3 the record date must be at least 3 business days

from the announcement date (day 0)


3C.2 *Ex date

Per Appendix 7A sections 2 and 3 the Ex Date is one

business day before the record date. For renounceable

issues, this is also the date that rights will commence

quotation on a deferred settlement basis.


3C.3 *Date rights trading commences

For renounceable issues only - this is the date that

rights will commence quotation initially on a deferred

settlement basis


3C.4 *Record date

Same as Q3C.1 above


3C.5 *Date on which offer documents will be sent

to +security holders entitled to participate in

the +pro rata issue

The offer documents can be sent to security holders as

early as business day 4 but must be sent no later than

business day 6. Business day 6 is the last day for the

offer to open.

For renounceable issues, deferred settlement trading in

rights ends at the close of trading on this day. Trading

in rights on a normal (T+2) settlement basis will start

from market open on the next business day (i.e.

business day 7) provided that the entity tells ASX by

noon Sydney time that the offer documents have been

sent or will have been sent by the end of the day.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 10

3C.6 *Offer closing date

Offers close at 5pm on this day. The date must be at

least 7 business days after the entity announces that

the offer documents have been sent to holders.


3C.7 *Last day to extend the offer closing date

At least 3 business days’ notice must be given to

extend the offer closing date. Notification must be

made before noon (Sydney time) on this day.


3C.8 *Date rights trading ends

For renounceable issues only - rights trading ends at

the close of trading 5 business days before the

applications closing date.


3C.9 *Trading in new +securities commences on

a deferred settlement basis

Non-renounceable issues - the business day after the

offer closing date

Renounceable issues – the business day after the date

rights trading ends


3C.10 [deleted]

3C.11 *+Issue date and last day for entity to

announce results of +pro rata issue

Per Appendix 7A section 2 and section 3, the issue

date should be no more than 5 business days after the

offer closes date (the last day for the entity to issue the

securities taken up in the pro rata issue and lodge an

Appendix 2A with ASX to apply for quotation of the

securities). Deferred settlement trading will end at

market close on this day.


3C.12 *Date trading starts on a normal T+2 basis

Per Appendix 7A section 2 and 3 this is one business

day after the issue date.


3C.13

*First settlement date of trades conducted

on a +deferred settlement basis and on a

normal T+2 basis

Per Appendix 7A section 2 and 3 1 this is two business

days after trading starts on a normal T+2 basis (3

business days after the issue date).


Part 3D – Proposed accelerated offer – offer details

Question

No.

Question Answer

3D.1 *+Class or classes of +securities that will

participate in the proposed entitlement offer

(please enter both the ASX security code &

description)

If more than one class of security will participate in the

proposed entitlement offer, make sure you clearly

identify any different treatment between the classes.


3D.2 *+Class of +securities that will issued in the

proposed entitlement offer (please enter

both the ASX security code & description)


3D.3 *Has the offer ratio been determined? Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 11

3D.3a *Offer ratio

Answer this question if your response to Q3D.3 is

“Yes” or “No”. If your response to Q3D.3 is “No” please

provide an indicative ratio and state as indicative.

Enter the quantity of additional securities to be offered

for a given quantity of securities held (for example, 1

for 2 means 1 new security will be offered for every 2

existing securities held).

Please only enter whole numbers (for example, an

entitlement offer of 1 new security for every 2.5 existing

securities held should be expressed as “2 for 5”).

Listing rule 7.11.3 requires that non-renounceable

offers must not exceed a ratio of 1:1. Please ensure

that you comply with listing rule 7.11.3 or have a waiver

from that rule.

for

3D.3b *How and when will the offer ratio be

determined?

Answer this question if your response to Q3D.3 is “No”.

Note that once the offer ratio is determined, this must

be provided via an update announcement.


3D.4 *What will be done with fractional

entitlements?

Select one item from the list.

☐ Fractions rounded up to the next whole

number

☐ Fractions rounded down to the nearest

whole number or fractions disregarded

☐ Fractions sold and proceeds distributed

☐ Fractions of 0.5 or more rounded up

☐ Fractions over 0.5 rounded up

☐ Not applicable

3D.5 *Maximum number of +securities proposed

to be issued (subject to rounding)


3D.6 *Will individual +security holders be

permitted to apply for more than their

entitlement (i.e. to over-subscribe)?

Yes or No

3D.6a *Describe the limits on over-subscription

Answer this question if your response to Q3D.6 is

“Yes”.


3D.7

*Will a scale back be applied if the offer is

over-subscribed?

Yes or No

3D.7a *Describe the scale back arrangements

Answer this question if your response to Q3D.7 is

“Yes”.


3D.8 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.


3D.9 *Has the offer price for the institutional offer

been determined?

Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 12

3D.9a *What is the offer price per +security for the

institutional offer?

Answer this question if your response to Q3D.9 is

“Yes”. An indicative offer price must be provided if your

response to Q3D.9 is “No”. A final offer price must be

provided no later than 9am on the day the trading halt

is lifted.

The offer price must be input as an amount per security

in the issue currency you have selected above using

the base unit of that currency (i.e. in Australian dollars,

rather than Australian cents, if the issue currency is

AUD).

Note that if you are proposing to have an offer price

with a fraction of a cent, the offer price must comply

with the minimum price step requirement in listing rule

7.11.2. Information about minimum price steps is

available here.

An offer price cannot be less than 0.1 Australian cents

(i.e. AUD0.001), which is the lowest price at which

securities can trade on ASX, unless the security is a

free attaching security and the offer price is nil (in

which case the offer price should be entered as ‘0.00’).


3D.9b *How and when will the offer price for the

institutional offer be determined?

Answer this question if your response to Q3D.9 is “No”.


3D.9c *Will the offer price for the institutional offer

be determined by way of a bookbuild?

Answer this question if your response to Q3D.9 is “No”.

If your response to this question is “Yes”, please note

the information that ASX expects to be announced

about the results of the bookbuild set out in

section 4.12 of Guidance Note 30 Notifying an Issue of

Securities and Applying for their Quotation.

Yes or No

3D.9d *Provide details of the parameters that will

apply to the bookbuild for the institutional

offer (e.g. the indicative price range for the

bookbuild)

Answer this question if your response to Q3D.9 is “No”

and your response to Q3D.9c is “Yes”.


3D.10 *Has the offer price for the retail offer been

determined?

Yes or No

3D.10a *What is the offer price per +security for the

retail offer?

Answer this question if your response to Q3D.10 is

“Yes”. An indicative offer price must be provided if your

response to Q3D.10 is “No”. A final offer price must be

provided no later than 9am on the day the trading halt

is lifted.


The offer price must be input as an amount per security

in the issue currency you have selected above using

the base unit of that currency (i.e. in Australian dollars,

rather than Australian cents, if the issue currency is

AUD).

Note that if you are proposing to have an offer price

with a fraction of a cent, the offer price must comply

with the minimum price step requirement in listing rule

7.11.2. Information about minimum price steps is

available here.

An offer price cannot be less than 0.1 Australian cents

(i.e. AUD0.001), which is the lowest price at which

securities can trade on ASX, unless the security is a

free attaching security and the offer price is nil (in

which case the offer price should be entered as ‘0.00’).

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 13

3D.10b *How and when will the offer price for the

retail offer be determined?

Answer this question if your response to Q3D.10 is

“No”.


Part 3E – Proposed accelerated offer – timetable

If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.

Question

No.

Question Answer

3E.1a *First day of trading halt

The entity is required to announce the accelerated offer

and give a completed Appendix 3B to ASX. If the

accelerated offer is conditional on security holder

approval or any other requirement, that condition must

have been satisfied and the entity must have

announced that fact to ASX. An entity should also

consider the rights of convertible security holders to

participate in the issue and what, if any, notice needs

to be given to them in relation to the issue


3E.1b *Announcement date of accelerated offer

3E.2 *Trading resumes on an ex-entitlement

basis (ex date)

For JUMBO, ANREO, AREO, SAREO, RAPIDs offers


3E.3 *Trading resumes on ex-rights basis

For PAITREO offers only


3E.4 *Rights trading commences

For PAITREO offers only


3E.5 *Date offer will be made to eligible

institutional +security holders


3E.6

*Application closing date for institutional

+security holders


3E.7 Institutional offer shortfall book build date

For AREO, SAREO, RAPIDs, PAITREO offers


3E.8 *Announcement of results of institutional

offer

The announcement should be made before the

resumption of trading following the trading halt.


3E.9 *+Record date

Record date to identify security holders entitled to

participate in the offer. Per Appendix 7A sections 4, 5

and 6 the record date must be at least 2 business days

from the announcement date (day 0).


3E.10 Settlement date of new +securities issued

under institutional entitlement offer

If DvP settlement applies, provided the Appendix 2A is

given to ASX before noon (Sydney time) this day,

normal trading in the securities will apply on the next

business day, and if DvP settlement does not apply on

the business day after that.


3E.11 *+Issue date for institutional +security

holders

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 14

3E.12 *Normal trading of new +securities issued

under institutional entitlement offer


3E.13 *Date on which offer documents will be sent

to retail +security holders entitled to

participate in the +pro rata issue

The offer documents can be sent to security holders as

early as business day 4 but must be sent no later than

business day 6. Business day 6 is the last day for the

offer to open. For renounceable offers, deferred

settlement trading in rights ends at the close of trading

on this day. Trading in rights on a normal (T+2)

settlement basis will start from market open on the next

business day (i.e. business day 7) provided that the

entity tells ASX by noon Sydney time that the offer

documents have been sent or will have been sent by

the end of the day.


3E.14 *Offer closing date for retail +security

holders

Offers close at 5pm on this day. The date must be at

least 7 business days after the entity announces that

the offer documents have been sent to holders.


3E.15

*Last day to extend the retail offer closing

date

At least 3 business days’ notice must be given to

extend the offer closing date. Notification must be

made before noon (Sydney time) on this day.


3E.16 *Rights trading end date

For PAITREO offers only


3E.17 *Trading in new +securities commences on

a deferred settlement basis

For PAITREO offers only

The business day after rights trading end date


3E.18 [deleted]

3E.19

Last day to announce results of retail offer,

bookbuild for any shortfall (if applicable)

Note this is the last day to announce results of retail

offer for all offers except JUMBO and ANREO offers.


3E.20

Entity announces results of bookbuild

(including any information about the

bookbuild expected to be disclosed under

section 4.12 of Guidance Note 30)

For all offers except JUMBO, ANREO


3E.21 *+Issue date for retail +security holders and

last day for entity to announce results of

retail offer

Per Appendix 7A section 4, the issue date should be

no more than 5 business days after the offer closes

date. Per Appendix 7A sections 5 and 6, the issue date

should be no more than 8 business days after the offer

closes date. This is the last day for the entity to issue

the securities taken up in the pro rata issue and lodge

an Appendix 2A with ASX to apply for quotation of the

securities. Deferred settlement trading (if applicable)

will end at market close on this day.

Note, this is the last day for entity to announce results

of retail offer for JUMBO and ANREO offers only.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 15

3E.22 *Date trading starts on a normal T+2 basis

For PAITREO offers only

This is one business day after the issue date.


3E.23 *First settlement date of trades conducted

on a +deferred settlement basis and on a

normal T+2 basis

For PAITREO offers only

This is two business days after trading starts on a

normal T+2 basis (3 business days after the issue

date).


Part 3F – Proposed entitlement offer – fees and expenses

Question

No.

Question Answer

3F.1 *Will there be a lead manager or broker to

the proposed offer?

Yes or No

3F.1a *Who is the lead manager/broker?

Answer this question if your response to Q3F.1 is

“Yes”.


3F.1b *What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q3F.1 is

“Yes”.


3F.2 *Is the proposed offer to be underwritten? Yes or No

3F.2a *Who are the underwriter(s)?

Answer this question if your response to Q3F.2 is

“Yes”.

Note for issuers that are an ASX Listing (i.e. not an

ASX Debt Listing or ASX Foreign Exempt Listing): If

you are seeking to rely on listing rule 7.2 exception 2 to

issue the securities without security holder approval

under listing rule 7.1 and without using your placement

capacity under listing rules 7.1 or 7.1A, you must

include the details asked for in this and the next 3

questions.


3F.2b *What is the extent of the underwriting (i.e.

the amount or proportion of the offer that is

underwritten)?

Answer this question if your response to Q3F.2 is

“Yes”.


3F.2c *What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q3F.2 is

“Yes”.

This includes any applicable discount the underwriter

receives to the issue price payable by participants in

the issue.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 16

3F.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q3F.2 is

“Yes”.

You may cross-refer to a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released on the ASX Market Announcements

Platform.


3F.2e *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed offer?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing) and your response to Q3F.2 is “Yes”.

Yes or No

3F.2e(i) *What is the name of that party?

Answer this question if the issuer is an ASX Listing and

your response to Q3F.2e is “Yes”.

Note: If you are seeking to rely on listing rule 10.12

exception 2 to issue the securities to the underwriter or

sub-underwriter without security holder approval under

listing rule 10.11, you must include the details asked

for in this and the next 2 questions. If there is more

than one party referred to in listing rule 10.11 acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions.


3F.2e(ii) *What is the extent of their underwriting or

sub-underwriting (i.e. the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q3F.2e is “Yes”.


3F.2e(iii) *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is an ASX Listing and

your response to Q3F.2e is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


3F.3 *Will brokers who lodge acceptances or

renunciations on behalf of eligible +security

holders be paid a handling fee or

commission?

Yes or No

3F.3a *Will the handling fee or commission be

dollar based or percentage based?

Answer this question if your response to Q3F.3 is

“Yes”.

Dollar based ($) or percentage based (%)

3F.3b *Amount of handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q3F.3 is “Yes”

and your response to Q3F.3a is “dollar based”.

$

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 17

3F.3c *Percentage handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q3F.3 is “Yes”

and your response to Q3F.3a is “percentage based”.

%

3F.3d Please provide any other relevant

information about the handling fee or

commission method

Answer this question if your response to Q3F.3 is

“Yes”.


3F.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed offer


Part 3G – Proposed entitlement offer – further information

Question

No.

Question Answer

3G.1 *The purpose(s) for which the entity intends

to use the cash raised by the proposed

issue

You may select one or more of the items in the list.

☐ For additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☐ Other [provide details below]

Additional details:



3G.2 *Will holdings on different registers or

subregisters be aggregated for the

purposes of determining entitlements to the

issue?

Yes or No

3G.2a *Please explain how holdings on different

registers or subregisters will be aggregated

for the purposes of determining

entitlements.

Answer this question if your response to Q3G.2 is

“Yes”.


3G.3

*Will the entity be changing its

dividend/distribution policy if the proposed

issue is successful?

Yes or No

3G.3a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue is successful

Answer this question if your response to Q3G.3 is

“Yes”.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 18

3G.4 *Countries in which the entity has +security

holders who will not be eligible to participate

in the proposed issue

For non-renounceable issues (including

accelerated): The entity must send each holder to

whom it will not offer the securities details of the issue

and advice that the entity will not offer securities to

them (listing rule 7.7.1(b)).

For renounceable issues (including accelerated):

The entity must send each holder to whom it will not

offer the securities details of the issue and advice that

the entity will not offer securities to them. It must also

appoint a nominee to arrange for the sale of the

entitlements that would have been given to those

holders and to account to them for the net proceeds of

the sale and advise each holder not given the

entitlements that a nominee in Australia will arrange for

sale of the entitlements and, if they are sold, for the net

proceeds to be sent to the holder (listing rule 7.7.1(b)

and (c)).


3G.5 *Will the offer be made to eligible

beneficiaries on whose behalf eligible

nominees or custodians hold existing

+securities

Yes or No

3G.5a *Please provide further details of the offer to

eligible beneficiaries

Answer this question if your response to Q3G.5 is

“Yes”.

If, for example, the entity intends to issue a notice to

eligible nominees and custodians please indicate here

where it may be found and/or when the entity expects

to announce this information. You may enter a URL.


3G.6 URL on the entity's website where investors

can download information about the

proposed issue


3G.7 Any other information the entity wishes to

provide about the proposed issue


3G.8

*Will the offer of rights under the rights issue

be made under a +disclosure document or

product disclosure statement under Chapter

6D or Part 7.9 of the Corporations Act (as

applicable)?

Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 19

Part 4 – Details of proposed offer under +securities purchase plan

If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the

details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable

for securities purchase plans.

Part 4A – Proposed offer under +securities purchase plan – conditions

Question

No.

Question Answer

4A.1

*Do any external approvals need to be

obtained or other conditions satisfied before

the offer of +securities under the +securities

purchase plan can proceed on an

unconditional basis?


For example, this could include:

• +Security holder approval

• Court approval

• Lodgement of court order with +ASIC

• ACCC approval

• FIRB approval


Disregard any approvals that have already been

obtained or conditions that have already been satisfied.

No

4A.1a

Conditions

Answer these questions if your response to 4A.1 is “Yes”.

*Approval/ condition

Type

Select the applicable

approval/condition

from the list (ignore

those that are not

applicable). More than

one approval/condition

can be selected.


*Date for

determination

The ‘date for

determination’ is the

date that you expect to

know if the approval is

given or condition is

satisfied (for example,

the date of the security

holder meeting in the

case of security holder

approval or the date of

the court hearing in the

case of court approval).

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)



Part 4B – Proposed offer under +securities purchase plan – offer details

Question

No.

Question Answer

4B.1

*+Class or classes of +securities that will

participate in the proposed offer (please

enter both the ASX security code &

description)

If more than one class of security will participate in the

securities purchase plan, make sure you clearly identify

any different treatment between the classes.

EBO: ordinary fully paid

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 20

4B.2 *+Class of +securities to be offered to them

under the +securities purchase plan (please

enter both the ASX security code &

description)

Only existing classes of securities may be offered in a

securities purchase plan.

A +security purchase plan is defined in Chapter 19 of

the Listing Rules as a purchase plan, as defined in

ASIC Corporations (Share and Interest Purchase

Plans) Instrument 2019/54. The ASIC Corporations

(Share and Interest Purchase Plans) Instrument

2019/54 is relevant for shares or interest that are in a

class which is quoted on the financial market operated

by ASX. Unquoted securities and securities that are not

yet quoted on ASX do not fall within the definition of

+security purchase plan, this has consequences for

Listing Rules 7.2 exception 5 and 10.12 exception 4.

Please ensure that you have received appropriate legal

advice with regards to an offer that includes an offer of

attaching securities.

EBO: ordinary fully paid

4B.2a If the offer includes attaching +securities –

please confirm whether the offer of the

attaching +securities is a separate offer to

the offer pursuant to the +security purchase

plan

N/A

4B.2b If the offer includes attaching +securities –

please confirm whether the attaching

+securities are being offered under a

+disclosure document or +PDS

N/A

4B.3 *Maximum total number of those +securities

that could be issued if all offers under the

+securities purchase plan are accepted

The number of shares to be issued pursuant

to the share purchase plan (“retail offer”) is

dependent on take up by eligible

shareholders and subject to any scale back

in EBOS’ discretion having regard to the

number of EBOS Shares held by the

applicant (or, in the case of an application

made by a custodian, the relevant beneficial

owner(s) named in the schedule submitted)

on the record date. The retail offer is

expected to raise up to A$50 million

(NZ$54 million) but may be more or less.

4B.4 *Will the offer be conditional on applications

for a minimum number of +securities being

received or a minimum amount being raised

(i.e. a minimum subscription condition)?

No

4B.4a *Describe the minimum subscription

condition

Answer this question if your response to Q4B.4 is

“Yes”.


4B.5 *Will the offer be conditional on applications

for a maximum number of +securities being

received or a maximum amount being

raised (i.e. a maximum subscription

condition)?

No

4B.5a *Describe the maximum subscription

condition

Answer this question if your response to Q4B.5 is

“Yes”.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 21

4B.6 *Will individual +security holders be

required to accept the offer for a minimum

number or value of +securities (i.e. a

minimum acceptance condition)?

No

4B.6a *Describe the minimum acceptance

condition

Answer this question if your response to Q4B.6 is

“Yes”.


4B.7

*Will individual +security holders be limited

to accepting the offer for a maximum

number or value of +securities (i.e. a

maximum acceptance condition)?

Yes

4B.7a *Describe the maximum acceptance

condition

Answer this question if your response to Q4B.7 is

“Yes”.

NZ$100,000 / A$45,000

4B.8 *Describe all the applicable parcels

available for this offer in number of

securities or dollar value

For example, the offer may allow eligible holders to

subscribe for one of the following parcels: $2,500,

$7,500, $10,000, $15,000, $20,000, $30,000.

No parcel arrangement

4B.9 *Will a scale back be applied if the offer is

over-subscribed?

Yes

4B.9a *Describe the scale back arrangements

Answer this question if your response to Q4B.9 is

“Yes”.

EBOS reserves the right to scale back

applications in its discretion having regard to

the number of EBOS Shares held by the

applicant (or, in the case of an application

made by a custodian, the relevant beneficial

owner(s) named in the schedule submitted)

on the record date.

4B.10 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.

NZ$ and A$

4B.11 *Has the offer price been determined? No

4B.11a *What is the offer price per +security?

Answer this question if your response to Q4B.11 is

“Yes” using the currency specified in your answer to

Q4B.9.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 22

4B.11b *How and when will the offer price be

determined?

Answer this question if your response to Q4B.11 is

“No”.

Retail offer Shares are offered to New

Zealand shareholders at the lower of:

• NZ$36.65 per share, being the price

payable by investors under the Placement;

and

• the five day volume weighted average

price of EBOS Shares traded on NZX Main

Board during the five trading days up to, and

including, the closing date of the retail offer.

The NZ$ offer price will be determined on

the closing date of the retail offer.

The A$ offer price per share for Australian

shareholders will also be determined on the

closing date for the retail offer based on the

NZ$:A$ exchange rate published by the

Reserve Bank of Australia on its website at

4.00pm AEST on the closing date for the

retail offer (rounded to the nearest cent).

Part 4C – Proposed offer under +securities purchase plan – timetable

Question

No.

Question Answer

4C.1 *Date of announcement of +security

purchase plan

The announcement of the security purchase plan must

preferably be made prior to the commencement of

trading on the announcement date but ASX will accept

announcements after this time.

10 April 2025

4C.2 *+Record date

This is the date to identify security holders who may

participate in the security purchase plan. Per Appendix

7A section 12 of the Listing Rules, this day is one

business day before the entity announces the security

purchase plan.

Note: the fact that an entity's securities may be in a

trading halt or otherwise suspended from trading on

this day does not affect this date being the date for

identifying which security holders may participate in the

security purchase plan.

9 April 20205

4C.3 *Date on which offer documents will be

made available to investors

16 April 20205

4C.4 *Offer open date 16 April 20205

4C.5 *Offer closing date 6 May 20205

4C.6 [deleted]

4C.7

*+Issue date and last day for entity to

announce results of +security purchase plan

offer

Per Appendix 7A section 12 of the Listing Rules, the

last day for the entity to issue the securities purchased

under the plan is no more than 5 business days after

the closing date. The entity should lodge an Appendix

2A with ASX applying for quotation of the securities

before noon Sydney time on this day

13 May 20205

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 23

Part 4D – Proposed offer under +securities purchase plan – listing rule requirements

Question

No.

Question Answer

4D.1

*Does the offer under the +securities

purchase plan meet all of the requirements

of listing rule 7.2 exception 5 or do you have

a waiver from those requirements?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing).

Listing rule 7.2 exception 5 can only be used once in

any 12 month period and only applies where:

• the +security purchase plan satisfies the conditions

in ASIC Corporations (Share and Interest Purchase

Plans) Instrument 2019/547 or would otherwise

satisfy those conditions but for the fact that the

entity’s securities have been suspended from

trading on ASX for more than a total of 5 days

during the 12 months before the day on which the

offer is made under the plan or, if the securities

have been quoted on ASX for less than 12 months,

during the period of quotation;

• the number of +securities to be issued under the

SPP must not be greater than 30% of the number of

fully paid +ordinary securities already on issue; and

• the issue price of the +securities must be at least

80% of the +volume weighted average market price

for +securities in that +class, calculated over the

last 5 days on which sales in the +securities were

recorded, either before the day on which the issue

was announced or before the day on which the

issue was made.

Please note that the offer of securities under the plan

also will not meet the requirements of listing rule 10.12

exception 4, meaning that parties referred to in listing

rule 10.11.1 to 10.11.5 will need to obtain security

holder approval under listing rule 10.11 to participate in

the offer.

Yes. ASX has agreed to grant waivers from

ASX Listing Rules 7.1 and 10.11 in respect

of the retail offer so that the issue of

NZ$50,000 of new shares per applicant

under the retail offer is an exception to ASX

Listing Rules 7.1 and 10.11.

4D.1a *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing and

your response to Q4D.1 is “No”.


4D.1a(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity’s 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing,

your response to Q4D.1 is “No” and your response to

Q4D.1a is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.


4D.1b *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A (if

applicable)?

Answer this question if the issuer is an ASX Listing and

your response to Q4D.1 is “No”.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 24

4D.1b(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A?

Answer this question if the issuer is an ASX Listing,

your response to Q4D.1 is “No” and your response to

Q4D.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.


Part 4E – Proposed offer under +securities purchase plan – fees and expenses

Question

No.

Question Answer

4E.1

*Will there be a lead manager or broker to

the proposed offer?

No

4E.1a *Who is the lead manager/broker?

Answer this question if your response to Q4E.1 is

“Yes”.


4E.1b *What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q4E.1 is

“Yes”.


4E.2 *Is the proposed offer to be underwritten? No

4E.2a *Who are the underwriter(s)?

Answer this question if your response to Q4E.2 is

“Yes”.

Note for issuers that are an ASX Listing (i.e. not an

ASX Debt Listing or ASX Foreign Exempt Listing):

listing rule 7.2 exception 5 does not extend to an issue

of securities to or at the direction of an underwriter of

an SPP. The issue will require security holder approval

under listing rule 7.1 if you do not have the available

placement capacity under listing rules 7.1 and/or 7.1A

to cover the issue. Likewise, listing rule 10.12

exception 4 does not extend to an issue of securities to

or at the direction of an underwriter of an SPP. If a

party referred to in listing rule 10.11 is underwriting the

proposed offer, this will require security holder approval

under listing rule 10.11.


4E.2b

*What is the extent of the underwriting (i.e.

the amount or proportion of the offer that is

underwritten)?

Answer this question if your response to Q4E.2 is

“Yes”.


4E.2c *What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q4E.2 is

“Yes”.

This information includes any applicable discount the

underwriter receives to the issue price payable by

participants in the issue.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 25

4E.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q4E.2 is

“Yes”.

You may cross-refer to a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released on the ASX Market Announcements

Platform.


4E.2e *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed offer?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing) and your response to Q4E.2 is “Yes”.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11. Listing rule

10.12 exception 4 does not extend to an issue of

securities to an underwriter or sub-underwriter of an

SPP.

Yes or No

4E.2e(i) *What is the name of that party?

Answer this question if the issuer is an ASX Listing and

your response to Q4E.2e is “Yes”.

Note: If there is more than one such party acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions.


4E.2e(ii) *What is the extent of their underwriting or

sub-underwriting (i.e. the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q4E.2e is “Yes”.


4E.2e(iii) *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is an ASX Listing and

your response to Q4E.2e is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


4E.3 *Will brokers who lodge acceptances or

renunciations on behalf of eligible +security

holders be paid a handling fee or

commission?

Yes

4E.3a *Will the handling fee or commission be

dollar based or percentage based?

Answer this question if your response to Q4E.3 is

“Yes”.

Percentage based and dollar based (see

below).

4E.3b *Amount of handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q4E.3 is “Yes”

and your response to Q4E.3a is “dollar based”.

A fee of NZ$6.00 will be paid to New

Zealand retail investment platforms

(determined by EBOS) on each successful

application submitted on behalf of

underlying investors.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 26

4E.3c *Percentage handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q4E.3 is “Yes”

and your response to Q4E.3a is “percentage based”.

A stamping fee of 0.5% of application

monies on New Shares allotted will be paid

to eligible NZX or ASX firms who submit a

valid claim for a broker stamping fee on

successful Applications for New Shares

allotted via NZX or ASX firms, subject to a

fee limit of NZ$250 per Shareholder.

4E.3d Please provide any other relevant

information about the handling fee or

commission method

Answer this question if your response to Q4E.3 is

“Yes”.

The above fees are subject to an aggregate

cap of A$150,000 for all applications.

4E.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed offer

Standard share registry fees and legal and

other external adviser fees.

Part 4F – Proposed offer under +securities purchase plan – further information

Question

No.

Question Answer

4F.1 *The purpose(s) for which the entity intends

to use the cash raised by the proposed

issue

You may select one or more of the items in the list.

☐ For additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☒ Other [provide details below]

Additional details:

Refer to the announcement lodged with NZX

and ASX on 10 April 2025 entitled

“ACQUISITIONS AND EQUITY RAISING”.


4F.2 *Will the entity be changing its

dividend/distribution policy if the proposed

issue is successful?

No

4F.2a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue is successful

Answer this question if your response to Q4F.2 is

“Yes”.


4F.3 Countries in which the entity has +security

holders who will not be eligible to participate

in the proposed offer

Only those shareholders who were recorded

in EBOS’ share register as at 7:00pm NZDT

/ 5:00pm AEST on 9 April 2025 as being a

registered holder of Shares with an address

in New Zealand or Australia, and who are

not acting for the account or benefit of a

person in the United States, are eligible to

participate in the retail offer. Shareholders

with a registered address as at the Record

Date in other countries are not eligible to

participate.

4F.4 *URL on the entity's website where

investors can download information about

the proposed offer

www.shareoffer.co.nz/ebos

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 27

4F.5 Any other information the entity wishes to

provide about the proposed offer

None


Part 5 – Details of proposed non-pro rata offer under a +disclosure

document or +PDS

If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A –

5F and the details of the securities proposed to be issued in Part 8.

Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS –

conditions

Question

No.

Question Answer

5A.1 *Do any external approvals need to be

obtained or other conditions satisfied before

the non-pro rata offer of +securities under a

+disclosure document or + PDS can

proceed on an unconditional basis?

For example, this could include:

• +Security holder approval

• Court approval

• Lodgement of court order with +ASIC

• ACCC approval

• FIRB approval

Disregard any approvals that have already been

obtained or conditions that have already been satisfied.

Yes or No

5A.1a Conditions

Answer these questions if your response to 5A.1 is “Yes”.

*Approval/ condition

Type

Select the applicable

approval/condition

from the list (ignore

those that are not

applicable). More than

one approval/condition

can be selected.

*Date for

determination

The ‘date for

determination’ is the

date that you expect to

know if the approval is

given or condition is

satisfied (for example,

the date of the security

holder meeting in the

case of security holder

approval or the date of

the court hearing in the

case of court approval).

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)



This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 28

Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS –

offer details

Question

No.

Question Answer

5B.1 *+Class of +securities to be offered under

the +disclosure document or +PDS (please

enter both the ASX security code &

description)


5B.2 *The number of +securities to be offered

under the +disclosure document or +PDS

If the number of securities proposed to be issued is

based on a formula linked to a variable (for example,

VWAP or an exchange rate or interest rate), include the

number of securities based on the variable as at the

date the Appendix 3B is lodged with ASX and add a

note in the “Any other information the entity wishes to

provide about the proposed offer” field at the end of this

form making it clear that this number is based on the

variable as at the date of the Appendix 3B and that it

may change.


5B.3 *Will the offer be conditional on applications

for a minimum number of +securities being

received or a minimum amount being raised

(i.e. a minimum subscription condition)?

Yes or No

5B.3a *Describe the minimum subscription

condition

Answer this question if your response to Q5B.3 is

“Yes”.


5B.4 *Will the entity be entitled to accept over-

subscriptions?

Yes or No

5B.4a *Provide details of the number or value of

over-subscriptions that the entity may

accept

Answer this question if your response to Q5B.4 is

“Yes”.


5B.5

*Will individual investors be required to

accept the offer for a minimum number or

value of +securities (i.e. a minimum

acceptance condition)?

Yes or No

5B.5a *Describe the minimum acceptance

condition

Answer this question if your response to Q5B.5 is

“Yes”.


5B.6 *Will individual investors be limited to

accepting the offer for a maximum number

or value of +securities (i.e. a maximum

acceptance condition)?

Yes or No

5B.6a *Describe the maximum acceptance

condition

Answer this question if your response to Q5B.6 is

“Yes”.


5B.7 *Will a scale back be applied if the offer is

over-subscribed?

Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 29

5B.7a *Describe the scale back arrangements

Answer this question if your response to Q5B.7 is

“Yes”.


5B.8 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.


5B.9 *Has the offer price been determined? Yes or No

5B.9a *What is the offer price per +security?

Answer this question if your response to Q5B.9 is “Yes”

using the currency specified in your answer to Q5B.8.


5B.9b *How and when will the offer price be

determined?

Answer this question if your response to Q5B.9 is “No”.


5B.9c *Will the offer price be determined by way of

a bookbuild?

Answer this question if your response to Q5B.9 is “No”.

If your response to this question is “Yes”, please note

the information that ASX expects to be announced

about the results of the bookbuild set out in

section 4.12 of Guidance Note 30 Notifying an Issue of

Securities and Applying for their Quotation.

Yes or No

5B.9d

*Provide details of the parameters that will

apply to the bookbuild (e.g. the indicative

price range for the bookbuild)

Answer this question if your response to Q5B.9 is “No”

and your response to Q5B.9c is “Yes”.


Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS –

timetable

Question

No.

Question Answer

5C.1 *Lodgement date of +disclosure document

or +PDS with ASIC

Note: If the securities are to be quoted on ASX, you

must lodge an Appendix 2A Application for Quotation

of Securities with ASX within 7 days of this date.


5C.2 *Date when +disclosure document or +PDS

and acceptance forms will be made

available to investors


5C.3 *Offer open date

5C.4 *Closing date for receipt of acceptances

5C.5 [deleted]

5C.6 *Proposed +issue date

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 30

Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS –

listing rule requirements

Question

No.

Question Answer

5D.1 *Has the entity obtained, or is it obtaining,

+security holder approval for the entire

issue under listing rule 7.1?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing).

If the issuer has obtained security holder approval for

part of the issue only and is therefore relying on its

placement capacity under listing rule 7.1 and/or listing

rule 7.1A for the remainder of the issue, the response

should be ‘no’.

Yes or No

5D.1a *Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the issuer is an ASX Listing and

your response to Q5D.1 is “Yes”.


5D.1b *Are any of the +securities proposed to be

issued without +security holder approval

using the entity’s 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing and

your response to Q5D.1 is “No”.

Yes or No

5D.1b(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing,

your response to Q5D.1 is “No” and your response to

Q5D.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.


5D.1c *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A (if

applicable)?

Answer this question if the issuer is an ASX Listing and

your response to Q5D.1 is “No”.

Yes or No

5D.1c(i)

*How many +securities are proposed to be

issued without +security holder approval

using the entity’s additional 10% placement

capacity under listing rule 7.1A?

Answer this question if the issuer is an ASX Listing,

your response to Q5D.1 is “No” and your response to

Q5D.1c is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.


5D.2

*Is a party referred to in listing rule 10.11

participating in the proposed issue?

Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 31

Part 5E – Proposed non-pro rata offer under a +disclosure document or +PDS –

fees and expenses

Question

No.

Question Answer

5E.1 *Will there be a lead manager or broker to

the proposed offer?

Yes or No

5E.1a *Who is the lead manager/broker?

Answer this question if your response to Q5E.1 is

“Yes”.


5E.1b

*What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q5E.1 is

“Yes”.


5E.2 *Is the proposed offer to be underwritten? Yes or No

5E.2a *Who are the underwriter(s)?

Answer this question if your response to Q5E.2 is

“Yes”.


5E.2b *What is the extent of the underwriting (i.e.

the amount or proportion of the offer that is

underwritten)?

Answer this question if your response to Q5E.2 is

“Yes”.


5E.2c *What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q5E.2 is

“Yes”.

Note: This includes any applicable discount the

underwriter receives to the issue price payable by

participants in the offer.


5E.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q5E.2 is

“Yes”.

You may cross-refer to another document with this

information provided it has been released on the ASX

Market Announcements Platform.


5E.2e *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed offer?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing) and your response to Q5E.2 is “Yes”.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11.

Yes or No

5E.2e(i) *What is the name of that party?

Answer this question if the issuer is an ASX Listing and

your response to Q5E.2e is “Yes”.

Note: If there is more than one such party acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 32

5E.2e(ii) *What is the extent of their underwriting or

sub-underwriting (ie the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q5E.2e is “Yes”.


5E.2e(iii) *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is an ASX Listing and

your response to Q5E.2e is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


5E.3 *Will brokers who lodge acceptances or

renunciations on behalf of eligible +security

holders be paid a handling fee or

commission?

Yes or No

5E.3a * Will the handling fee or commission be

dollar based or percentage based?

Answer this question if your response to Q5E.3 is

“Yes”.

Dollar based ($) or percentage based (%)

5E.3b *Amount of handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q5E.3 is “Yes”

and your response to Q5E.3a is “dollar based”.

$

5E.3c *Percentage handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q5E.3 is “Yes”

and your response to Q5E.3a is “percentage based”.

%

5E.3d Please provide any other relevant

information about the handling fee or

commission method

Answer this question if your response to Q5E.3 is

“Yes”.


5E.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed offer

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 33

Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS –

further information

Question

No.

Question Answer

5F.1 *The purpose(s) for which the entity intends

to use the cash raised by the proposed offer

You may select one or more of the items in the list.

☐ For additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☐ Other [provide details below]

Additional details:



5F.2 *Will the entity be changing its

dividend/distribution policy if the proposed

issue is successful?

Yes or No

5F.2a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue is successful

Answer this question if your response to Q5F.2 is

“Yes”.


5F.3 *Please explain the entity’s allocation policy

for the offer, including whether or not

acceptances from existing +security holders

will be given priority


5F.4 *URL on the entity’s website where

investors can download the +disclosure

document or +PDS


5F.5 Any other information the entity wishes to

provide about the proposed offer

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 34

Part 6 – Details of proposed non-pro rata offer to wholesale investors

under an +information memorandum

If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete

Parts 6A – 6F and the details of the securities proposed to be issued in Part 8.

Part 6A – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – conditions

Question

No.

Question Answer

6A.1 *Do any external approvals need to be

obtained or other conditions satisfied before

the non-pro rata offer to wholesale investors

under an information memorandum can

proceed on an unconditional basis?

For example, this could include:

• +Security holder approval

• Court approval

• Lodgement of court order with +ASIC

• ACCC approval

• FIRB approval

Disregard any approvals that have already been

obtained or conditions that have already been satisfied.

Yes or No

6A.1a Conditions

Answer these questions if your response to 6A.1 is “Yes”

*Approval/ condition

Type

Select the applicable

approval/condition

from the list (ignore

those that are not

applicable). More than

one approval/condition

can be selected.

*Date for

determination

The ‘date for

determination’ is the

date that you expect to

know if the approval is

given or condition is

satisfied (for example,

the date of the security

holder meeting in the

case of security holder

approval or the date of

the court hearing in the

case of court approval).

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please respond “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)


This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 35

Part 6B – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – offer details

Question

No.

Question Answer

6B.1 *+Class of +securities to be offered under

the +information memorandum (please

enter both the ASX security code &

description)


6B.2 *The number of +securities to be offered

under the +information memorandum

If the number of securities proposed to be issued is

based on a formula linked to a variable (for example,

VWAP or an exchange rate or interest rate), include the

number of securities based on the variable as at the

date the Appendix 3B is lodged with ASX and add a

note in the “Any other information the entity wishes to

provide about the proposed offer” field at the end of this

form making it clear that this number is based on the

variable as at the date of the Appendix 3B and that it

may change.


6B.3 *Will the offer be conditional on applications

for a minimum number of +securities being

received or a minimum amount being raised

(i.e. a minimum subscription condition)?

Yes or No

6B.3a *Describe the minimum subscription

condition

Answer this question if your response to Q6B.3 is

“Yes”.


6B.4 *Will the entity be entitled to accept over-

subscriptions?

Yes or No

6B.4a *Provide details of the number or value of

over-subscriptions that the entity may

accept

Answer this question if your response to Q6B.4 is

“Yes”.


6B.5

*Will individual investors be required to

accept the offer for a minimum number or

value of +securities (i.e. a minimum

acceptance condition)?

Yes or No

6B.5a *Describe the minimum acceptance

condition

Answer this question if your response to Q6B.5 is

“Yes”.


6B.6 *Will individual investors be limited to

accepting the offer for a maximum number

or value of +securities (i.e. a maximum

acceptance condition)?

Yes or No

6B.6a *Describe the maximum acceptance

condition

Answer this question if your response to Q6B.6 is

“Yes”.


6B.7 *Will a scale back be applied if the offer is

over-subscribed?

Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 36

6B.7a *Describe the scale back arrangements

Answer this question if your response to Q6B.7 is

“Yes”.


6B.8 *In what currency will the offer be made?

For example, if the consideration for the issue is

payable in Australian Dollars, state AUD.


6B.9 *Has the offer price been determined? Yes or No

6B.9a *What is the offer price per +security?

Answer this question if your response to Q6B.9 is “Yes”

using the currency specified in your answer to Q6B.8.


6B.9b *How and when will the offer price be

determined?

Answer this question if your response to Q6B.9 is “No”.


6B.9c *Will the offer price be determined by way of

a bookbuild?

Answer this question if your response to Q6B.9 is “No”.

If your response to this question is “Yes”, please note

the information that ASX expects to be announced

about the results of the bookbuild set out in

section 4.12 of Guidance Note 30 Notifying an Issue of

Securities and Applying for their Quotation.

Yes or No

6B.9d

*Provide details of the parameters that will

apply to the bookbuild (e.g. the indicative

price range for the bookbuild)

Answer this question if your response to Q6B.9 is “No”

and your response to Q6B.9c is “Yes”.


Part 6C – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – timetable

Question

No.

Question Answer

6C.1 *Expected date of +information

memorandum


6C.2 *Date when +information memorandum and

acceptance forms will be made available to

investors


6C.3 *Offer open date

6C.4 *Closing date for receipt of acceptances

6C.5 [deleted]

6C.6 *Proposed +Issue date

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 37

Part 6D – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – listing rule requirements

Question

No.

Question Answer

6D.1 *Has the entity obtained, or is it obtaining,

+security holder approval for the entire

issue under listing rule 7.1?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing).

If the issuer has obtained security holder approval for

part of the issue only and is therefore relying on its

placement capacity under listing rule 7.1 and/or listing

rule 7.1A for the remainder of the issue, the response

should be ‘no’.

Yes or No

6D.1a *Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the issuer is an ASX Listing and

your response to Q6D.1 is “Yes”.


6D.1b *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing and

your response to Q6D.1 is “No”.

Yes or No

6D.1b(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing,

your response to Q6D.1 is “No” and your response to

Q6D.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.


6D.1c *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A (if

applicable)?

Answer this question if the issuer is an ASX Listing

your response to Q6D.1 is “No”.

Yes or No

6D.1c(i)

*How many +securities are proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A?

Answer this question if the issuer is an ASX Listing,

your response to Q6D.1 is “No” and your response to

Q6D.1c is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.


6D.2 *Is a party referred to in listing rule 10.11

participating in the proposed issue?

Yes or No

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 38

Part 6E – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – fees and expenses

Question

No.

Question Answer

6E.1 *Will there be a lead manager or broker to

the proposed offer?

Yes or No

6E.1a *Who is the lead manager/broker?

Answer this question if your response to Q6E.1 is

“Yes”.


6E.1b

*What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q6E.1 is

“Yes”.


6E.2 *Is the proposed offer to be underwritten? Yes or No

6E.2a *Who are the underwriter(s)?

Answer this question if your response to Q6E.2 is

“Yes”.


6E.2b *What is the extent of the underwriting (i.e.

the amount or proportion of the offer that is

underwritten)?

Answer this question if your response to Q6E.2 is Yes


6E.2c

*What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q6E.2 is

“Yes”.

Note: This includes any applicable discount the

underwriter receives to the issue price payable by

participants in the issue.


6E.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q6E.2 is

"Yes”.

You may cross-refer to another document with this

information provided it has been released on the ASX

Market Announcements Platform.


6E.2e *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed offer?

Answer this question if the issuer is an ASX Listing and

your response to Q6E.2 is “Yes”.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11.

Yes or No

6E.2e(i) *What is the name of that party?

Answer this question if the issuer is ASX Listing and

your response to Q6E.2e is “Yes”.

Note: If there is more than one such party acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 39

6E.2e(ii) *What is the extent of their underwriting or

sub-underwriting (ie the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q6E.2e is “Yes”.


6E.2e(iii) *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is ASX Listing and

your response to Q6E.2e is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.


6E.3 *Will brokers who lodge acceptances or

renunciations on behalf of eligible +security

holders be paid a handling fee or

commission?

Yes or No

6E.3a * Will the handling fee or commission be

dollar based or percentage based?

Answer this question if your response to Q6E.3 is

“Yes”.

Dollar based ($) or percentage based (%)

6E.3b *Amount of handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q6E.3 is “Yes”

and your response to Q6E.3a is “dollar based”.

$

6E.3c *Percentage handling fee or commission

payable to brokers who lodge acceptances

or renunciations on behalf of eligible

+security holders

Answer this question if your response to Q6E.3 is “Yes”

and your response to Q6E.3a is “percentage based”.

%

6E.3d Please provide any other relevant

information about the handling fee or

commission method

Answer this question if your response to Q6E.3 is

“Yes”.


6E.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed offer

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 40

Part 6F – Proposed non-pro rata offer to wholesale investors under an +information

memorandum – further information

Question

No.

Question Answer

6F.1 *The purpose(s) for which the entity intends

to use the cash raised by the proposed offer

You may select one or more of the items in the list.

☐ For additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☐ Other [provide details below]

Additional details:



6F.2 *Will the entity be changing its

dividend/distribution policy if the proposed

issue is successful?

Yes or No

6F.2a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue is successful

Answer this question if your response to Q6F.2 is

“Yes”.


6F.3 *Please explain the entity’s allocation policy

for the offer, including whether or not

acceptances from existing +security holders

will be given priority


6F.4 *URL on the entity’s website where

wholesale investors can download the

+information memorandum


6F.5 Any other information the entity wishes to

provide about the proposed offer

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 41

Part 7 – Details of proposed placement or other issue

If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities

proposed to be issued in Part 8.

Part 7A – Proposed placement or other issue – conditions

Question

No.

Question Answer

7A.1 *Do any external approvals need to be

obtained or other conditions satisfied before

the placement or other type of issue can

proceed on an unconditional basis?

For example, this could include:

• +Security holder approval

• Court approval

• Lodgement of court order with +ASIC

• ACCC approval

• FIRB approval

Disregard any approvals that have already been

obtained or conditions that have already been satisfied.

No

7A.1a Conditions

Answer these questions if your response to 7A.1 is “Yes”.

*Approval/ condition

Type

Select the applicable

approval/condition

from the list (ignore

those that are not

applicable). More than

one approval/condition

can be selected.

*Date for

determination

The ‘date for

determination’ is the

date that you expect to

know if the approval is

given or condition is

satisfied (for example,

the date of the security

holder meeting in the

case of security holder

approval or the date of

the court hearing in the

case of court approval).

*Is the date

estimated or

actual?

**Approval received/

condition met?

Please answer “Yes” or

“No”. Only answer this

question when you know

the outcome of the

approval.

Comments

+Security holder

approval


Court approval



Lodgement of court

order with +ASIC



ACCC approval



FIRB approval



Other (please specify

in comment section)



Part 7B – Details of proposed placement or other issue - issue details

Question

No.

Question Answer

7B.1 *+Class of +securities to be offered under

the placement or other issue (please enter

both the ASX security code & description)

EBO: ordinary fully paid

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 42

7B.2 Number of +securities proposed to be

issued

If the number of securities proposed to be issued is

based on a formula linked to a variable (for example,

VWAP or an exchange rate or interest rate), include

the number of securities based on the variable as at

the date the Appendix 3B is lodged with ASX and add

a note in the “Any other information the entity wishes to

provide about the proposed offer” field at the end of

this form making it clear that this number is based on

the variable as at the date of the Appendix 3B and that

it may change.

5,926,876 EBOS fully paid ordinary shares

7B.3 *Are the +securities proposed to be issued

being issued for a cash consideration?

If the securities are being issued for nil cash consideration, answer

this question “No”.

Yes

7B.3a *In what currency is the cash consideration

being paid

For example, if the consideration is being paid in

Australian Dollars, state AUD.

Answer this question if your response to Q7B.3 is

“Yes”.

NZ$ and A$

7B.3b *What is the issue price per +security

Answer this question if your response to Q7B.3 is “Yes”

and by reference to the issue currency provided in your

response to Q7B.3a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q7B.3 as “No” and complete Q7B.3d.

The new shares under the Placement will be

issued at NZ$36.65 per share or

alternatively in an equivalent A$ amount,

which will be determined by reference to the

NZ$:A$ exchange rate as reported by the

Reserve Bank of Australia as at 4pm AEST

on 10 April 2025.

7B.3c

AUD equivalent to issue price amount per

+security

Answer this question if the currency is non-AUD

The price for shares issued in A$ under the

placement will be determined by reference

to the NZ$:A$ exchange rate as reported by

the Reserve Bank of Australia as at 4pm

AEST on 10 April 2025.

7B.3d Please describe the consideration being

provided for the +securities

Answer this question if your response to Q7B.3 is “No”.


7B.3e Please provide an estimate of the AUD

equivalent of the consideration being

provided for the +securities

Answer this question if your response to Q7B.1 is “No”.


Part 7C – Proposed placement or other issue – timetable

Question

No.

Question Answer

7C.1 *Proposed +issue date 17 April 2025

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 43

Part 7D – Proposed placement or other issue – listing rule requirements

Question

No.

Question Answer

7D.1 *Has the entity obtained, or is it obtaining,

+security holder approval for the entire

issue under listing rule 7.1?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing).

If the issuer has obtained security holder approval for

part of the issue only and is therefore relying on its

placement capacity under listing rule 7.1 and/or listing

rule 7.1A for the remainder of the issue, the response

should be ‘no’.

No

7D.1a *Date of meeting or proposed meeting to

approve the issue under listing rule 7.1

Answer this question if the issuer is an ASX Listing and

your response to Q7D.1 is “Yes”.


7D.1b *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's 15% placement capacity

under listing rule 7.1?

Answer this question if the issuer is an ASX Listing and

your response to Q7D.1 is “No”.

Yes

7D.1b(i) *How many +securities are proposed to be

issued without +security holder approval

using the entity’s 15% placement capacity

under listing rule 7.1?

Answer this question the issuer is an ASX Listing, your

response to Q7D.1 is “No” and if your response to

Q7D.1b is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.

5,926,876 EBOS fully paid ordinary shares

7D.1c *Are any of the +securities proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A (if

applicable)?

Answer this question if the issuer is an ASX Listing and

your response to Q7D.1 is “No”.


7D.1c(i)

*How many +securities are proposed to be

issued without +security holder approval

using the entity's additional 10% placement

capacity under listing rule 7.1A?

Answer this question if the issuer is an ASX Listing,

your response to Q7D.1 is “No” and your response to

Q7D.1c is “Yes”.

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 44

7D.1c(ii) *Please explain why the entity has chosen

to do a placement or other issue rather than

a +pro rata issue or an offer under a

+security purchase plan in which existing

ordinary +security holders would have been

eligible to participate

Answer this question if the issuer is an ASX Listing,

your response to Q7D.1 is “No” and your response to

Q7D.1c is “Yes”.


7D.2 *Is a party referred to in listing rule 10.11

participating in the proposed issue?

Answer this question if the issuer is an ASX Listing.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11.

No

7D.3 *Will any of the +securities to be issued be

+restricted securities for the purposes of the

listing rules?

Note: the entity should not apply for quotation of

restricted securities

No

7D.3a *Please enter, the number and +class of the

+restricted securities and the date from

which they will cease to be +restricted

securities

Answer this question if your response to Q7D.3 is

“Yes”.


7D.4

*Will any of the +securities to be issued be

subject to +voluntary escrow?

No

7D.4a *Please enter the number and +class of the

+securities subject to +voluntary escrow

and the date from which they will cease to

be subject to +voluntary escrow

Answer this question if your response to Q7D.4 is

“Yes”.


Part 7E – Proposed placement or other issue – fees and expenses

Question

No.

Question Answer

7E.1 *Will there be a lead manager or broker to

the proposed issue?

Yes

7E.1a *Who is the lead manager/broker?

Answer this question if your response to Q7E.1 is

“Yes”.

UBS New Zealand Limited ("UBS")

7E.1b *What fee, commission or other

consideration is payable to them for acting

as lead manager/broker?

Answer this question if your response to Q7E.1 is

“Yes”.

EBOS has agreed to pay to UBS a fee equal

to 1.6% of the gross proceeds raised under

the Placement for acting as lead manager

and underwriter of the Placement.

In certain circumstances, EBOS may pa an

incentive fee of up to 0.3% of the gross

proceeds raised under the Placement. The

amount of the incentive fee, if paid, will be

determined in accordance with the

Placement Agreement and at the absolute

discretion of EBOS.

7E.2 *Is the proposed issue to be underwritten? Yes

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 45

7E.2a *Who are the underwriter(s)?

Answer this question if your response to Q7E.2 is

“Yes”.

UBS

7E.2b *What is the extent of the underwriting (i.e.

the amount or proportion of the issue that is

underwritten)?

Answer this question if your response to Q7E.2 is

“Yes”.

Fully underwritten

7E.2c *What fees, commissions or other

consideration are payable to them for acting

as underwriter(s)?

Answer this question if your response to Q7E.2 is

“Yes”.

Note: This includes any applicable discount the

underwriter receives to the issue price payable by

participants in the issue.

As noted in 7E.1b:

- EBOS has agreed to pay to UBS a fee

equal to 1.6% of the gross proceeds raised

under the Placement for acting as lead

manager and underwriter of the Placement.

- In certain circumstances, EBOS may pa an

incentive fee of up to 0.3% of the gross

proceeds raised under the Placement. The

amount of the incentive fee, if paid, will be

determined in accordance with the

Placement Agreement and at the absolute

discretion of EBOS.

7E.2d *Provide a summary of the significant

events that could lead to the underwriting

being terminated

Answer this question if your response to Q7E.2 is

“Yes”.

Note: You may cross-refer to a covering

announcement or to a separate annexure with this

information.

Refer to the announcement lodged with NZX

and ASX on 10 April 2025 entitled

“ACQUISITIONS AND EQUITY RAISING”.

7E.3 *Is a party referred to in listing rule 10.11

underwriting or sub-underwriting the

proposed issue?

Answer this question if the issuer is an ASX Listing (i.e.

not an ASX Debt Listing or ASX Foreign Exempt

Listing) and your response to Q7E.2 is “Yes”.

Note: If your response is “Yes”, this will require security

holder approval under listing rule 10.11.

No

7E.3a *What is the name of that party?

Answer this question if the issuer is an ASX Listing and

your response to Q7E.3 is “Yes”.

Note: If there is more than one such party acting as

underwriter or sub-underwriter include all of their

details in this and the next 2 questions.


7E.3b

*What is the extent of their underwriting or

sub-underwriting (i.e. the amount or

proportion of the issue they have

underwritten or sub-underwritten)?

Answer this question if the issuer is an ASX Listing and

your response to Q7E.3 is “Yes”.


7E.3c *What fee, commission or other

consideration is payable to them for acting

as underwriter or sub-underwriter?

Answer this question if the issuer is an ASX Listing and

your response to Q7E.3 is “Yes”.

Note: This includes any applicable discount the

underwriter or sub-underwriter receives to the issue

price payable by participants in the issue.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 46

7E.4 Details of any other material fees or costs to

be incurred by the entity in connection with

the proposed issue

Standard share registry fees, settlement

fees and legal and other external adviser

fees.

Part 7F – Proposed placement or other issue – further information

Question

No.

Question Answer

7F.1 *The purpose(s) for which the entity is

issuing the securities

You may select one or more of the items in the list.

☐ To raise additional working capital

☐ To fund the retirement of debt

☐ To pay for the acquisition of an asset

[provide details below]

☐ To pay for services rendered [provide

details below]

☒ Other [provide details below]

Additional details:

Refer to the announcement lodged with NZX

and ASX on 10 April 2025 entitled

“ACQUISITIONS AND EQUITY RAISING”.


7F.2

*Will the entity be changing its

dividend/distribution policy if the proposed

issue proceeds?

No

7F.2a *Please explain how the entity will change

its dividend/distribution policy if the

proposed issue proceeds

Answer this question if your response to Q7F.2 is

“Yes”.


7F.3 Any other information the entity wishes to

provide about the proposed issue

None

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 47

Part 8 – details of +securities proposed to be issued

Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to

issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each

class of security proposed to be issued.

Part 8A – type of +securities proposed to be issued

Question

No.

Question Answer

8A.1 *The +class of +securities proposed to be

issued is:

Tick whichever is applicable

Note: SPP offers must select “existing quoted class”

☒ Additional +securities in a class that is

already quoted on ASX ("existing

quoted class")

☐ Additional +securities in a class that is

not currently quoted, and not intended

to be quoted, on ASX ("existing

unquoted class")

☐ New +securities in a class that is not yet

quoted, but is intended to be quoted, on

ASX ("new quoted class")

☐ New +securities in a class that is not

quoted, and not intended to be quoted,

on ASX ("new unquoted class")

8A.2 *Any on-sale of the +securities proposed to

be issued within 12 months of their date of

issue will comply with the secondary sale

provisions in sections 707(3) and 1012C(6)

of the Corporations Act by virtue of:

Answer this question if your response to Q1.6 is “A

standard pro rata issue (non-renounceable or

renounceable)”, “An accelerated offer”, “A non-pro rata

offer to wholesale investors under an information

memorandum” or “A placement or other type of issue”

and your response to Q8A.1 is “existing quoted class”

or “new quoted class”.

Note: Under Appendix 2A of the Listing Rules, when

the entity applies for quotation of the securities

proposed to be issued, it gives a warranty that an offer

of the securities for sale within 12 months after their

issue will not require disclosure under section 707(3) or

1012C(6) of the Corporations Act.

If you are in any doubt as to the application of, or the

entity’s capacity to give, this warranty, please see ASIC

Regulatory Guide 173 Disclosure for on-sale of

securities and other financial products and consult your

legal adviser.

☐ The publication of a +disclosure

document or +PDS for the +securities

proposed to be issued

☒ The publication of a cleansing notice

under section 708A(5), 708AA(2)(f),

1012DA(5) or 1012DAA(2)(f)

☐ The publication of a +disclosure

document or +PDS involving the same

class of securities as the +securities

proposed to be issued that meets the

requirements of section 708A(11) or

1012DA(11)

☐ An applicable ASIC instrument or class

order

☐ Not applicable – the entity has

arrangements in place with the holder

that ensure the securities cannot be on-

sold within 12 months in a manner that

would breach section 707(3) or

1012C(6)

Note: Absent relief from ASIC, a listed entity can only

issue a cleansing notice where trading in the relevant

securities has not been suspended for more than

5 days during the shorter of: (a) the period during

which the class of securities are quoted; and (b) the

period of 12 months before the date on which the

relevant securities were issued.

Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the

entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted

class), then by lodging this form with ASX, the entity is taken to have applied for quotation of all of the +securities

that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX

Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure

document or +PDS is known, in accordance with Listing Rule 3.10.3C, the entity will complete and lodge with ASX

an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 48

Part 8B – details of +securities proposed to be issued (existing quoted class or

existing unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.

Question

No.

Question Answer

8B.1 *ASX security code & description EBO: ordinary fully paid

8B.1a ISIN Code for the entitlement or right to

participate in a non-renounceable issue; or

for the tradeable rights created under a

renounceable right issue (if Issuer is foreign

company and +securities do not have

+CDIs issued over them)


8B.2a *Will the +securities to be quoted rank

equally in all respects from their issue date

with the existing issued +securities in that

class?

Yes

8B.2b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q8B.2a is

“No”.


8B.2c *Provide the actual non-ranking end date

Answer this question if your response to Q8B.2a is

“No” and your response to Q8B.2b is “Yes”.


8B.2d *Provide the estimated non-ranking end

period

Answer this question if your response to Q8B.2a is

“No” and your response to Q8B.2b is “No”.


8B.2e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q8B.2a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment or they

may not be entitled to participate in some other event,

such as an entitlement issue.


Part 8C – details of +securities proposed to be issued (new quoted class or new

unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.

Question

No.

Question Answer

8C.1 *+Security description

The ASX security code for this security will be

confirmed by ASX in due course.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 49

8C.2 *Security type

Select one item from the list.

Please select the most appropriate security type from

the list. This will determine more detailed questions to

be asked about the security later in this section. Select

“ordinary fully or partly paid shares/units” for stapled

securities or CDIs. For interest rate securities, please

select the appropriate choice from either “Convertible

debt securities” or “Non-convertible debt securities”

(tradeable securities); or “Wholesale debt securities”

(non-tradeable). Select “Other” for performance

shares/units and performance options/rights or if the

selections available in the list do not appropriately

describe the security being issued.

☐ Ordinary fully or partly paid shares/units

☐ Options

☐ +Convertible debt securities

☐ Non-convertible +debt securities

☐ Redeemable preference shares/units

☐ Wholesale debt securities

☐ Other

8C.3 ISIN code

Answer this question if you are an entity incorporated

outside Australia and you are proposing to issue a new

class of securities that will not have CDIs issued over

them. See also the note at the top of this form.


8C.3a ISIN Code for the entitlement or right to

participate in a non-renounceable issue; or

for the tradeable rights created under a

renounceable right issue (if Issuer is foreign

company and +securities do not have

+CDIs issued over them)


8C.4a *Will all the +securities proposed to be

issued in this class rank equally in all

respects from the issue date?


8C.4b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q8C.4a is

“No”.


8C.4c *Provide the actual non-ranking end date

Answer this question if your response to Q8C.5a is

“No” and your response to Q8C.4b is “Yes”.


8C.4d *Provide the estimated non-ranking end

period

Answer this question if your response to Q8C.4a is

“No” and your response to Q8C.4b is “No”.


8C.4e *Please state the extent to which the

+securities do not rank equally:

• in relation to the next dividend,

distribution or interest payment; or

• for any other reason

Answer this question if your response to Q8C.4a is

“No”.

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 50

8C.5 Please attach a document or provide a URL

link for a document lodged with ASX setting

out the material terms of the +securities

proposed to be issued or provide the

information by separate announcement.

You may cross-reference a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released to the ASX Market Announcements

Platform.


8C.6

*Have you received confirmation from ASX

that the terms of the +securities are

appropriate and equitable under listing rule

6.1?

Answer this question only if you are an ASX Listing.

(ASX Foreign Exempt Listings and ASX Debt Listings

do not have to answer this question).

If your response is “No” and the securities have any

unusual terms, you should approach ASX as soon as

possible for confirmation under listing rule 6.1 that the

terms are appropriate and equitable.


8C.7a Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 8C.2.

*+Security currency

This is the currency in which the face amount of an

issue is denominated. It will also typically be the

currency in which distributions are declared.


*Will there be +CDIs issued over the

+securities?


*+CDI ratio

Answer this question if you answered “Yes” to the

previous question. This is the ratio at which CDIs can

be transmuted into the underlying security (e.g. 4:1

means 4 CDIs represent 1 underlying security whereas

1:4 means 1 CDI represents 4 underlying securities).


*Is it a partly paid class of +security?

*Paid up amount: unpaid amount

Answer this question if answered “Yes” to the previous

question.

The paid up amount represents the amount of

application money and/or calls which have been paid

on any security considered ‘partly paid’

The unpaid amount represents the unpaid or yet to be

called amount on any security considered ‘partly paid’.

The amounts should be provided per the security

currency (e.g. if the security currency is AUD, then the

paid up and unpaid amount per security in AUD).


*Is it a stapled +security?

This is a security class that comprises a number of

ordinary shares and/or ordinary units issued by

separate entities that are stapled together for the

purposes of trading.


8C.7b Option details

Answer the questions in this section if you selected this security type in your response to Question Q8C.2.

*+Security currency

This is the currency in which the exercise price is

payable.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 51

*Exercise price

The price at which each option can be exercised and

convert into the underlying security.

The exercise price should be provided per the security

currency (i.e. if the security currency is AUD, the

exercise price should be expressed in AUD).


*Expiry date

The date on which the options expire or terminate.


*Details of the number and type of +security

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if an option is exercised

For example, if the option can be exercised to receive

one fully paid ordinary share with ASX security code

ABC, please insert “One fully paid ordinary share

(ASX:ABC)”.


8C.7c Details of non-convertible +debt securities, +convertible debt securities, or

redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question

Q8C.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities” for further information on certain terms used in this section

*Type of +security

Select one item from the list

☐ Simple corporate bond

☐ Non-convertible note or bond

☐ Convertible note or bond

☐ Preference share/unit

☐ Capital note

☐ Hybrid security

☐ Other

*+Security currency

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.


*Face value

This is the principal amount of each security.

The face value should be provided per the security

currency (i.e. if security currency is AUD, then the face

value per security in AUD).


*Interest or dividend rate type

Select one item from the list

Select the appropriate interest rate type per the terms

of the security. Definitions for each type are provided in

the Guide to the Naming Conventions and Security

Descriptions for ASX Quoted Debt and Hybrid

Securities

Note, this and the following questions also refer to

dividend rates and payments, as would be relevant to

preference securities.

☐ Fixed rate

☐ Floating rate

☐ Indexed rate

☐ Variable rate

☐ Zero coupon/no interest

☐ Other

*Frequency of coupon/interest/dividend

payments per year

Select one item from the list.

☐ Monthly

☐ Quarterly

☐ Semi-annual

☐ Annual

☐ No coupon/interest payments

☐ Other

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 52

*First interest/dividend payment date

A response is not required if you have selected “No

coupon/interest payments” in response to the question

above on the frequency of coupon/interest payments


*Interest/dividend rate per annum

Answer this question if the interest rate type is fixed.



*Is the interest/dividend rate per annum

estimated at this time?

Answer this question if the interest rate type is fixed.


*If the interest/dividend rate per annum is

estimated, then what is the date for this

information to be announced to the market

(if known)

Answer this question if the interest rate type is fixed

and your response to the previous question is “Yes”.

Answer “Unknown” if the date is not known at this time.



*Does the interest/dividend rate include a

reference rate, base rate or market rate

(e.g. BBSW or CPI)?

Answer this question if the interest rate type is floating

or indexed.



*What is the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed and your response to the previous question

is “Yes”.


*Does the interest/dividend rate include a

margin above the reference rate, base rate

or market rate?

Answer this question if the interest rate type is floating

or indexed.


*What is the margin above the reference

rate, base rate or market rate (expressed as

a percent per annum)

Answer this question if the interest rate type is floating

or indexed and your response to the previous question

is “Yes”.


*Is the margin estimated at this time?

Answer this question if the interest rate type is floating

or indexed.


*If the margin is estimated, then what is the

date for this information to be announced to

the market (if known)

Answer this question if the interest rate type is floating

or indexed and your response to the previous question

is “Yes”.

Answer “Unknown” if the date is not known at this time.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 53

*S128F of the Income Tax Assessment Act

status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

• “s128F exempt” means interest payments are not

taxable to non-residents;

• “Not s128F exempt” means interest payments are

taxable to non-residents;

• “s128F exemption status unknown” means the

issuer is unable to advise the status;

“Not applicable” means s128F is not applicable to this

security

☐ s128F exempt

☐ Not s128F exempt

☐ s128F exemption status unknown

☐ Not applicable


*Is the +security perpetual (i.e. no maturity

date)?


*Maturity date

Answer this question if the security is not perpetual


*Select other features applicable to the

+security

Up to 4 features can be selected. Further information is

available in the Guide to the Naming Conventions and

Security Descriptions for ASX Quoted Debt and Hybrid

Securities.

☐ Simple

☐ Subordinated

☐ Secured

☐ Converting

☐ Convertible

☐ Transformable

☐ Exchangeable

☐ Cumulative

☐ Non-Cumulative

☐ Redeemable

☐ Extendable

☐ Reset

☐ Step-Down

☐ Step-Up

☐ Stapled

☐ None of the above

*Is there a first trigger date on which a right

of conversion, redemption, call or put can

be exercised (whichever is first)?

Yes or No

*If yes, what is the first trigger date

Answer this question if your response to the previous

question is “Yes”.

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 54

*Details of the number and type of +security

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if the +securities are converted,

transformed or exchanged (including, if

applicable, any interest)

Answer this question if the security features include

“converting”, “convertible”, “transformable” or

“exchangeable”.

For example, if the security can be converted into

1,000 fully paid ordinary shares with ASX security code

ABC, please insert “1,000 fully paid ordinary shares

(ASX:ABC)”.


8C.7d Details of wholesale debt securities

Answer the questions in this section if you selected this security type in your response to Question Q8C.2.

Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities” for further information on certain terms used in this section

CFI

FISN

*+Security currency

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.


Total principal amount of class

Face value

This is the offer / issue price or value at which the

security was offered on issue.


Number of +securities

This should be the total principal amount of class

divided by the face value


*Interest rate type

Select the appropriate interest rate type per the terms

of the security.

☐ Fixed rate

☐ Floating rate

☐ Fixed to floating

☐ Floating to fixed

*Frequency of coupon/interest payments

per year

Select one item from the list. The number of interest

payments to be made per year for a wholesale debt

security.

☐ Monthly

☐ Quarterly

☐ Semi-annual

☐ Annual

☐ No payments

*First interest payment date

A response is not required if you have selected “No

payments” in response to the question above on the

frequency of coupon/interest payments.


*Interest rate per annum

A response is not required if you have selected “No

payments” in response to the question above on the

frequency of coupon/interest payments. The rate

represents the total rate for the first payment period

which may include a reference or base rate plus a

margin rate and other adjustment factors where

applicable, stated on a per annum basis. If the rate is

only an estimate at this time please enter an indicative

rate and provide the actual rate once it has become

available.

%

This appendix is available as an online form Appendix 3B
Proposed issue of securities

+ See chapter 19 for defined terms

5 February 2024 Page 55

*Maturity date

The date on which the security matures.


Class type description



*S128F of the Income Tax Assessment Act

status applicable to the +security

Select one item from the list

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

• “s128F exempt” means interest payments are not

taxable to non-residents;

• “Not s128F exempt” means interest payments are

taxable to non-residents;

• “s128F exemption status unknown” means the

issuer is unable to advise the status;

“Not applicable” means s128F is not applicable to this

security

☐ s128F exempt

☐ Not s128F exempt

☐ s128F exemption status unknown

☐ Not applicable


Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21; 05/02/24

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.