Capital Change Notice - Issue as partial consideration

Capital Change Notice






Section 1: Issuer information
Name of issuer Scales Corporation Limited (Scales)
NZX ticker code SCL
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZSCLE0002S8
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 985,592
Nominal value (if any) Not applicable
Issue/acquisition/redemption price per security $6.0832
Nature of the payment (for example, cash or other
consideration)
Shares issued as partial consideration for
the acquisition of shares in FI Group
Holding Pty Limited and ANZ Exports Pty
Limited under the terms of the agreement
between Scales and Fayman International
Pty Limited, Colorado Aus Pty Limited and
others dated 29 September 2025
Amount paid up (if not in full) Fully paid up
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the
number of Financial Products of the Class,
excluding any Treasury Stock, in existence)
0.684281%
For an issue of Convertible Financial Products or
Options, the principal terms of Conversion (for
example the Conversion price and Conversion date
and the ranking of the Financial Product in relation
to other Classes of Financial Product) or the Option
(for example, the exercise price and exercise date)
Not applicable
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
The new SCL ordinary shares are being
issued as part of the agreed consideration
for the acquisition of shares in FI Group
Holding Pty Limited and ANZ Exports Pty
Limited under the terms of the agreement
between Scales and Fayman International
Pty Limited, Colorado Aus Pty Limited and
others dated 29 September 2025
Total number of Financial Products of the Class
after the issue/acquisition/redemption/Conversion
(excluding Treasury Stock) and the total number of
Financial Products of the Class held as Treasury
Stock after the issue/acquisition/redemption.
145,018,818 ordinary shares
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
Not applicable

Specific authority for the issue, acquisition, or
redemption, including a reference to the rule
pursuant to which the issue, acquisition, or
redemption is made
Board resolution and directors’ certificate
dated 4 November 2025 for the issue
pursuant to NZX Listing Rule 4.5.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)
The issued shares will rank equally with all
other fully paid ordinary shares in SCL.
The shares are subject to restrictions on
transfer until 15 June 2026.
Date of issue/acquisition/redemption 5 November 2025
Section 3: Disclosure required for Placements made under Rule 4.5.1

Details of the approach in identifying investors who
were able to participate in the offer and how their
respective allocations in the offer were determined.

The explanation must set out the key objectives
and criteria the Issuer adopted in the allocation
process, whether one of those objectives was a
best effort to allocate on a pro rata basis to existing
holders of the Issuer’s Equity Securities, and any
significant exceptions or deviations from those
objectives and criteria.
Not Applicable – placement used as scrip
consideration for the acquisition described
above, rather than by way of an offer.
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Steve Kennelly
Contact person for this announcement Steve Kennelly
Contact phone number 0274 317587
Contact email address steve.kennelly@scalescorporation.co.nz
Date of release through MAP

5 November 2025