Issue of Shares by Placement

A: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
PO Box: 302-533 North Harbour, Auckland 0751, New
Zealand

P: + 64 9 477 4500 E: info@aofrio.com
® is a registered Trademark of AoFrio Ltd.


19 May 2026
Market Announcement for Immediate Release

AoFrio Limited
Issue of shares by placement
At the Investor Day in December 2025, AoFrio (AOF) set out two future options for growth, one funded from
its own operating cash flows to grow revenue at a 10% CAGR and one aspirational path with additional
capital to grow revenue at a 25% CAGR. The Board has been investigating options to support the higher
growth strategy.
Today AoFrio is announcing a placement of 65,134,806 fully paid ordinary shares to Wairahi Investments
Limited at an issue price of NZ$0.07 per share (the Placement Price) raising $4.559 million, part of a staged
approach to securing the additional growth capital. The Placement has been undertaken within the
Company’s placement capacity under the NZX Listing Rules.
The Company committed to shareholders that in the event of a placement, they would be provided with an
opportunity to acquire additional shares at the Placement Price. The Board has resolved to undertake a pro-
rata renounceable rights issue to all eligible shareholders at the Placement Price. The rights issue has not
yet been launched, and is subject to finalisation of offer terms, completion of customary documentation, and
satisfaction of applicable regulatory requirements. Further details, including the ratio, timetable, record date
and other material terms, will be announced to the market in due course.
Wairahi Investments Limited has been a long-term supporter of AoFrio. Wairahi’s investment, along with the
upcoming placement, will allow AoFrio to undertake the major initiatives towards the future we discussed in
our investor day Link to Presentation. The board is committed to continue operating the business in the
same prudent way is has post COVID. Growth investments will continue to be run through a robust review
program, and we will be transparent in our progress with our quarterly trading updates. We are grateful for
shareholder support, and our customers can look forward to an exciting few years of further product
development and innovation spanning a broader range of commercial opportunities.

This announcement does not constitute an offer or invitation to acquire securities.
Contact

John Scott Greg Balla
Chair Chief Executive Officer
Phone +64 21727156 Phone + 64 21938601












A0325

---

Template
Capital Change Notice

Updated as at February 2025


Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A. Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer AoFrio Limited
NZX ticker code AOF
Class of financial product Ordinary Shares
ISIN (If unknown, check on NZX website) NZWDTE0002S1
Currency NZ$
Section 2: Capital change details
Number issued/acquired/redeemed 65,134,806
Nominal value (if any) $4,559,436
Issue/acquisition/redemption price per security $0.07
Nature of the payment (for example, cash or other
consideration)
Cash
Amount paid up (if not in full) Fully paid
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)
1

15% of the ordinary shares of AoFrio
Limited on issue.
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)
N/A
Reason for issue/acquisition/redemption and
specific authority for issue/acquisition/redemption/
(the reason for change must be identified here)
The issue of the shares is to strengthen
AoFrio’s balance sheet, improve liquidity
and operating headroom, and fund
investment required to execute the
accelerated growth strategy presented to
shareholders in December 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.
499,366,848
In the case of an acquisition of shares, whether
those shares are to be held as treasury stock
N/A

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

-=-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 dated 18 May 2026.
Issue is pursuant to Listing Rule 4.5.1
Terms or details of the issue, acquisition, or
redemption (for example: restrictions, escrow
arrangements)

Date of issue/acquisition/redemption
2
19/05/2026
Section 3: Disclosure required for Placements made under Rule 4.5.1
[Issuers may opt to release Section 3 information (if not already done so) in a separate announcement within five Business Days of
the issuance. Delete this Section 3 if capital change is not the result of a Placement 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.
AoFrio’s Board has been considering
potential sources of funding since
presenting its accelerated growth strategy
to shareholders in December 2025. An
opportunity has now arisen for further
funding to be received from an existing
shareholder, being Wairahi Investments
Limited. Accordingly, there were no other
allocation objectives or criteria adopted in
relation to this issuance.

AoFrio has announced its intention to
undertake a pro rata rights offer to eligible
shareholders at $0.07 per share, being the
same price as this issuance. It is intended
that the rights offer would include an
oversubscription facility, which would
provide a mechanism for eligible
shareholders to reduce the dilutive impact
of this issuance. See Aofrio’s
announcement dated today’s date for
further details.
Section 4: Authority for this announcement and contact person
Name of person

authorised to make this
announcement
Howard Milliner
Contact person for this announcement Howard Milliner
Contact phone number 027 5870455
Contact email address Howard.milliner@aqofrio.com
Date of release through MAP

19/05/2026




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

---

Template
Corporate Action Notice
(Other than for a Distribution)
Updated May 2026
Page 1 of 3

Section 1: Issuer information (mandatory)
Name of issuer AoFrio Limited
Class of Financial Product Ordinary Shares
NZX ticker code AOF
ISIN (If unknown, check on NZX
website)
NZWDTE0002S1
Name of Registry Computershare
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share Purchase
Plan/retail offer
Renounceable
Rights issue or
Accelerated
Offer

Capital
reconstruction
Non-
Renounceable
Rights issue or
Accelerated
Offer

Call Bonus issue
Placement X
Record date N/A
Ex Date (one business day before the
Record Date)
N/A
Currency NZD
External approvals required before offer
can proceed on an unconditional basis?
No
Details of approvals required Board resolution
Section 7: Placement
(delete full section if not applicable, or mark rows as N/A if not applicable)*
Number of Equity Securities to be
issued
65,134,806
Issue price per Equity Security $0.07
Maximum dollar amount of Equity
Securities to be issued
1

$4,559,436

1

Where the issue price per Equity Security is not fixed, and the number of Equity Securities to be issued is not known, the Issuer
should instead indicate the maximum dollar amount of Equity Securities to be issued.

2 of 3
Proposed issue date Tuesday 19 May 2026
Existing holders eligible to
participate
2

Wairahi Investments Limited only
Related Parties eligible to
participate
3

N/A
Basis upon which participation by
existing Equity Security holders will
be determined
N/A
Purpose(s) for which the Issuer is
issuing the Equity Securities
The issue of the shares is to strengthen AoFrio’s balance
sheet, improve liquidity and operating headroom, and fund
investment required to execute the accelerated growth
strategy presented to shareholders in December 2025.
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
AoFrio’s Board has been considering potential sources of
funding since presenting its accelerated growth strategy to
shareholders in December 2025.
An opportunity has arisen for funding to be received from
an existing shareholder, being Wairahi Investments
Limited. AoFrio intends to take advantage of this
opportunity at short order, including because:
• AoFrio requires funding in order to implement its
accelerated growth strategy;
• the pricing of the placement is at a relatively minor
discount to AoFrio’s current share price;
• as an existing shareholder, Wairahi Investments
Limited is in a position to execute its subscription for
shares in an efficient manner, and without the need for
AoFrio to prepare documentation typically prepared for
an offer of securities to third parties;
• an issuance to one shareholder with same day
settlement provides certainty of funding for AoFrio;
and
• the uncertainty of the current geopolitical and
macroeconomic environment creates uncertainty as to
the availability of this source of funding, and of other
sources of funding, including if this opportunity was to
be lost.
AoFrio also has announced its intention to undertake a
pro rata rights offer to eligible shareholders at the
placement price. It is intended that the rights offer would
include an oversubscription facility, which would provide a
mechanism for eligible shareholders to reduce the dilutive
impact of this issuance.

2
Issuers should answer Y if existing shareholders are eligible to participate even if their participation is subject to satisfaction of
eligibility criteria applying to the placement generally, such as the offer only being made to investors in certain jurisdictions or with a
certain status, such as wholesale, sophisticated or professional investors only.
3
Issuers should answer Y if there are no restrictions on participation by Related Parties as a result of their status as Related Parties
(i.e. restrictions on participation applying to the placement generally should be disregarded).

3 of 3
Equity Securities to be issued
subject to voluntary escrow
No
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 No
Name of Lead Manager(s)
Fees, commission or other
consideration payable to Lead
Manager(s) for acting as lead
manager(s)

Underwritten No
Name of Underwriter(s)
Extent of underwriting (i.e. amount
or proportion of the offer that is
underwritten)

Fees, commission or other
consideration payable to
Underwriter(s) for acting as
underwriter(s)

Summary of significant events that
could lead to the underwriting
being terminated

Section 9: Authority for this announcement (mandatory)
Name of person authorised to make this
announcement
Howard Milliner
Contact person for this announcement Howard Milliner
Contact phone number 027 5870455
Contact email address Howard.milliner@aofrio.com
Date of release through MAP Tuesday, 19/05/2026


* Please do not delete individual rows. Full sections can be deleted if the section relates to a different type of
corporate action
** Please note that in NZX’s systems, standard rounding indicates 0.5 and above round up, below 0.5 round down.
Please contact NZX if you are intending to treat fractions differently.