Disclosure document re acquisition of equity plan shares

28 April 2025


D I S C L O S U R E D O C U M E N T R E L A T I N G T O T H E
A C Q U I S I T I O N O F E Q U I T Y P L A N S H A R E S

INTRODUCTION

This document is provided to all shareholders in accordance with the requirements of section 62 of the
Companies Act 1993 ("Act") and sets out details of the proposal by Bremworth Limited ("Bremworth" or
“Company”) to buy back 500,000 ordinary shares previously issued to Greg Smith (“Mr Smith”)
pursuant to the Bremworth Equity Ownership Plan ("Equity Plan Shares") by Bremworth.

EXPLANATORY STATEMENT

The proposed buyback relates to the Equity Plan Shares which were issued to Mr Smith on 10
September 2021 pursuant to the Bremworth Equity Ownership Plan (see NZX announcement dated 7
September 2021). The Equity Plan Shares were issued under NZX Listing Rule 4.6, which relates to 3%
share issues to employees of an issuer.

Mr Smith acquired the Equity Plan Shares at a price of NZ$0.4161 per share, amounting to a total price
of NZ$208,050, which was paid by Mr Smith by way of an interest free loan of equivalent value
provided by Bremworth to Mr Smith ("Acquisition Loan").

As announced on 10 April 2025, Mr Smith will cease employment of Bremworth on 30 April 2025. The
Board and Mr Smith have previously discussed how the Acquisition Loan should be satisfied and have
agreed that Bremworth would offer to buy back the Equity Plan Shares at a price of NZ$0.65 per
share, being the NZX closing price for ordinary shares in Bremworth as at 2 April 2025 (“Share
Buyback”). This date represents the date on which the Board and Mr Smith began preliminary
discussions on the matters set out in this document. Accordingly, the total consideration payable by
Bremworth to buy back the Equity Plan Shares would be NZ$325,000, which would first be applied to
satisfy the Acquisition Loan, with the balance payable to Mr Smith in cash proceeds.

It is proposed that the Equity Plan Shares be cancelled immediately on acquisition by Bremworth,
reducing the total number of ordinary shares in Bremworth on issue from 71,061,519 to 70,561,519.
Accordingly, each Bremworth shareholder will benefit by gaining an increase in their proportionate
shareholding in Bremworth.

BOARD RESOLUTIONS

In accordance with section 62 of the Act, the text of the resolutions required by section 61 of the Act is
as follows:

RESOLVED that:
1. For the purposes of section 61(1) of the Act:
(a) the Share Buyback is of benefit to the Company's remaining shareholders; and
(b) the terms of the Share Buyback and the consideration offered for the Equity Plan
Shares are fair and reasonable to the Company's remaining shareholders.

2. The Board has reached the conclusions set out above for the following reasons.
(a) Mr Smith acquired the Equity Plan Shares at a price of $0.4161 per share,
amounting to a total price of $208,050, which was paid by Mr Smith by way of the
Acquisition Loan.
(b) The Board and Mr Smith have previously discussed how the Acquisition Loan
should be satisfied and have agreed that the Company would acquire the Equity
Plan Shares at a price of $0.65 per share, being the NZX closing price for ordinary
shares in the Company as at 2 April 2025. This date represents the date on which
the Board and Mr Smith began preliminary discussions on the matters set out in
this document.
(c) Accordingly, the total consideration payable by the Company to acquire the Equity
Plan Shares is $325,000, which would first be applied to satisfy the Acquisition
Loan, with the balance payable to Mr Smith in cash proceeds.
(d) Given the Equity Plan Shares will be immediately cancelled on acquisition by the
Company, this will result in a proportional increase in the shareholding of the
remaining shareholders. As a result, each remaining shareholder's ownership
percentage will increase to account for the reduction in the total amount of shares
on issue, providing a marginal benefit to the remaining shareholders.
(e) As announced on 10 April 2025, Mr Smith will cease employment of the Company
on 30 April 2025. The Share Buyback in connection with satisfaction of the
Acquisition Loan would help facilitate a clean exit by Mr Smith from the Company
with the proposed terms and consideration of the Share Buyback reflecting the
agreed terms between the Board and Mr Smith.

RELEVANT INTERESTS

Given the Equity Plan Shares will be repurchased and cancelled immediately on acquisition by
Bremworth, and therefore not offered to any directors of Bremworth, there are no relevant interests of
any director of Bremworth in the Equity Plan Shares to be disclosed pursuant to section 62(b) of the
Act.

SHAREHOLDER RIGHTS

The offer by the Company to acquire the Equity Plan Shares must be made not less than 10 working
days and not more than 12 months after this document has been sent to each shareholder.

Section 61(8) of the Act confers on shareholders and the Company certain rights to apply to the court
for an order restraining the proposed acquisition of the Equity Plan Shares.