Amended SPH Notice - Wairahi Investments Limited

1
Disclosure of movement of 1% or more in substantial holding
or change in nature of relevant interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013
To NZX Limited
and
To AoFrio Limited
Relevant event being disclosed: Movement of 1% or more
Date of relevant event:19 May 2026
Date this disclosure made:19 May 2026
Date last disclosure made:16
th
January 2026
Substantial product holder(s) giving disclosure
Full name(s):Wairahi Investments Limited
Summary of substantial holding
Class of quoted voting products: Ordinary Shares
Summary for Wairahi Investments Limited
For this disclosure,—
(a) total number held in class: 95832084
(b) total in class: 499,366,848
(c) total percentage held in class:19.19%
For last disclosure,—
(a) total number held in class: 30,697,278
(b) total in class: 434,232,042 total percentage held in class: 7.05%
Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure: Purchase of 65,134,806
shares pursuant Subscription Agreement dated 19
th
May 2026 between AoFrio Limited and
Wairahi Investments Limited (attached
Certification
I, Michael Walter Daniel, certify that, to the best of my knowledge and belief, the
information contained in this disclosure is correct and that I am duly authorised to make
this disclosure by all persons for whom it is made.

2
Instructions
General directions on how to use this form
To use this form,—
• replace the text in [square brackets] with the relevant information or with “not applicable”; and
• type the information required (it must not be handwritten); and
• remove italicised instructions; and
• attach the relevant agreement documents required by regulation 139 (if any).
You need not set out the disclosure in the same format as this form, but the format you use must—
• use a font and font size that are easily readable; and
• include the same headings and words as this form (other than the italicised instructions); and
• present the information in the same order as in this form; and
• not be misleading in any way.
If you have a substantial holding in more than 1 class of quoted voting products of a listed issuer, you must
make a separate disclosure for each substantial holding.
If you have a substantial holding in 1 class of quoted voting products of a listed issuer and other relevant
interests in less than 5% of another class, you do not need to disclose the non-substantial holding.
Disclosure to the licensed market operator using this form must be sent (if reasonably possible) by email in
the electronic format required by the operator for dissemination, or otherwise by email in another electronic
format, by another electronic method consented to by the operator, or (if none of these is reasonably
possible) by delivery.
Disclosure to the listed issuer using this form must be sent by email or another electronic method consented
to by the issuer or by delivery.
Specific instructions on disclosure required by form
The relevant event being disclosed is a movement of 1% or more in the substantial holding or a change
in the nature of any relevant interest in the substantial holding, or both. Both types of relevant events may
be disclosed in 1 disclosure only if they relate to the same substantial holding.
The date of relevant event is the date of the relevant event for disclosure in this form, and it may be
relevant to subsequent disclosures for this substantial holding.
The date last disclosure made is the date on which the last disclosure was given to the licensed market
operator and listed issuer for the same substantial holding.
Substantial product holder(s) giving disclosure
You may give 1 disclosure for 2 or more substantial product holders if—
• they have a similar or related substantial holding in the same listed issuer; and
• they are disclosing the same type of event disclosure; and

3
• they are associates under section 12(1) of the Financial Markets Conduct Act 2013 or connected in
the ways set out in section 237(a) to (e) of that Act (and this association or connection is set out in
this form under the heading “Additional information”); and
• it is clear which information relates to which substantial product holder(s) in the disclosure, and the
disclosure is not confusing in any other way as a consequence.
Summary of substantial holding
Under this heading, state the name(s) of the substantial product holder(s) to which the summary relates.
Separate summaries should be given (repeated within this form or attached to this form) for each
substantial product holder for whom the information differs.
For this disclosure, the total number held in class is the total number of quoted voting products, in the
class, in which the named substantial product holder has a relevant interest at the time of the relevant
event for this disclosure.
For the last disclosure, the total number held in class is the total number of quoted voting products, in
the class, in which the named substantial product holder had a relevant interest on the date of the relevant
event for that disclosure (see the date given for the relevant event in default form 1 or for the relevant
event in default form 2, whichever form was used for the last disclosure).
If the person has a relevant interest in a derivative where the underlying is a quoted voting product of a
listed issuer, the person is treated as having a relevant interest in a number of those products that is
calculated under regulation 132. Accordingly, the total number held in class (for this disclosure or the
last disclosure or both, as the case may be) must include this number of products.
For this disclosure, the total in class is the total number of quoted voting products in the class that was
most recently published in a document published by the listed issuer and distributed to holders of that class,
or on the licensed market operator’s Internet site (see section 283 of the Financial Markets Conduct Act
2013), unless you know that number is not correct.
For the last disclosure, the total in class is the total stated in the last disclosure, unless you know that
number was not correct.
The total percentage held in class is the total number held in class (for the relevant disclosure) divided
by the total in class (for the relevant disclosure) multiplied by 100 (rounded to 3 decimal places).
Details of transactions and events giving rise to relevant event
Disclosure is required for the transactions or events as a result of which (together or alone)—
• there was a movement of 1% or more in the substantial holding; or
• there was a change in nature of any relevant interest in the substantial holding.
For each of those transactions or events, or for on-market trades that may be aggregated under these
instructions, insert the following details as a narrative or list, clearly indicating which relevant interest or
interests were affected and (if disclosure is given for more than 1 substantial product holder) who was the
substantial product holder:
• the date of the transaction or event (or the date of the beginning and end of the period of
aggregated on-market trades):
• the nature of the transaction or event. This is the means by which the relevant interest was
acquired, disposed of, or changed in nature (for example, “exercise of options”, “entry into pre-bid
agreement”):
• the name of any other party or parties to the transaction or event (if known, not an on-market
trade, and not relating to a derivative relevant interest):

4
• the consideration, expressed in New Zealand dollars, paid or received for the acquisition, disposal,
or change in nature of the relevant interest (or the total consideration paid or received for
aggregated on-market trades). If the consideration was not in cash, and cannot readily be
converted into a cash value, describe that consideration:
• the number of financial products to which the transaction or event related (or the total number of
financial products to which the aggregated on-market trades related).
On-market trades may be aggregated for the purposes of this disclosure (but acquisitions and dispositions
must be separately aggregated).
An on-market trade is an acquisition or a disposition of a quoted voting product that is traded on, or
reported through, the trading system operated by the licensed market operator or a financial products
market in a jurisdiction set out in Schedule 15.
Details after relevant event
Under this heading, state the name(s) of the substantial product holder(s) to which the details relate.
Separate details should be given (repeated within this form or attached to this form) for each substantial
product holder for whom the information differs.
The disclosure for nature of relevant interest requires you to describe, as at the date of the relevant
event, the nature of each relevant interest in the substantial holding, and to—
• state that the relevant interest is “qualified” or “conditional” if there is any qualification on the
substantial product holder’s relevant interest power to exercise, or control the exercise of, a right to
vote, acquire, or dispose of any of the financial products in the substantial holding; and
• include the details of any trust, arrangement, agreement, or understanding under which, or by
virtue of which, the relevant interest or that qualification arises (relevant agreement); and
• if there is a relevant agreement for a relevant interest or qualification, attach to the disclosure the
relevant agreement (if in writing) or (if the relevant agreement is not in writing) a document setting
out its material terms (a relevant agreement document) unless—
• the relevant agreement document has been attached to a previous disclosure and you state
this fact and give the date of the previous event disclosure; or
• the exemption for ownership relevant interests under regulation 141 applies; or
• the investment management contract exemption under regulation 142 applies; or
• the Financial Markets Authority has granted an exemption from regulation 139.
If you have more than 1 relevant interest in the substantial holding, you must provide this information for
each type of relevant interest (by separately repeating it within this form, or attaching it to this form, for
each relevant interest for which the information differs) and clearly indicate to which relevant interest the
information relates.
The number held in class is the number of quoted voting products, in the class, in which the named
substantial product holder has the described relevant interest.
If the person has a relevant interest in a derivative where the underlying is a quoted voting product of a
listed issuer, the person is treated as having a relevant interest in a number of those products that is
calculated under regulation 132 (and, accordingly, the number held in class must include this number of
products).
The percentage held in class is the number held in class divided by the total in class multiplied by 100
(rounded to 3 decimal places).

5
The current registered holder is the person who is the current registered holder of the financial products
to which the relevant interest relates. If this person is not known, state “unknown”. If there is no change
since the last disclosure, state “no change”. If there are different registered holders for different parcels of
financial products, clearly indicate which registered holder relates to which financial products.
The registered holder once transfers are registered is the person who will be the registered holder
once all transfers (if any) disclosed in the form are registered. If this person is not known, state
“unknown”. If there is no change since the last disclosure, state “no change”. If there are different
registered holders for different parcels of financial products, clearly indicate which registered holder relates
to which financial products.
If the substantial product holder has a relevant interest in a derivative where the underlying is a quoted
voting product of a listed issuer, the details of derivative requires the following details to be given:
• the notional value of the derivative (if any) (which is the face value or the notional amount in
respect of the derivative as at the date on which the relevant agreement is entered into) or the
notional number of underlying financial products (if any):
• a statement as to whether the derivative is cash-settled or physically settled:
• the maturity date of the derivative (if any):
• the expiry date of the derivative (if any):
• the prices specified in the terms of the derivative (if any) (eg, the strike price of an option or the
price at which a contract for difference was acquired):
• any other details needed to understand how the amount of the consideration payable under the
derivative or the value of the derivative is affected by the value of the underlying quoted voting
products.
Additional information
The disclosure relating to the nature of connection between substantial product holders is the
justification for giving the disclosure for more than 1 holder (if 1 disclosure is made for 2 or more holders).
Certification
Under section 512 of the Financial Markets Conduct Act 2013, it is an offence if a person makes, or
authorises the making of, a materially false or misleading statement in this form knowing it to be false or
misleading.

---

S u b s c r i p t i o n A g r e e m e n t


AoFrio Limited
the Issuer
and
Wairahi Investments Limited
the Subscriber
Date 19 May 2026

Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4

AOXXX
Subscription Agreement
i
Contents
1. Interpretation .............................................................................................................. 1
2. Subscription for Placement Shares ........................................................................... 4
3. Lowest price ................................................................................................................ 7
4. Warranties ................................................................................................................... 7
5. Obligations of each party ........................................................................................... 8
6. Public announcements and confidentiality .............................................................. 8
7. Assignment ................................................................................................................. 9
8. Notices ...................................................................................................................... 10
9. Costs ......................................................................................................................... 10
10. Remedies and waivers ............................................................................................. 10
11 Miscellaneous ........................................................................................................... 11
Schedule 1: Warranties .................................................................................................... 17

Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4

AO323
Subscription Agreement
1
This Subscription Agreement is made on
between (1) AoFrio Limited (the Issuer)
and (2) Wairahi Investments Limited (the Subscriber)
Introduction
The Issuer has agreed to issue, and the Subscriber has agreed to subscribe for, the Placement
Shares on the terms contained in this Agreement.
It is agreed
1. Interpretation
1.1 Definitions
In this Agreement, unless the context otherwise requires:
NDA means the non-disclosure agreement dated 15 May 2026 between the parties;
Associate has the meaning given to such term in the Takeovers Code;
Default Rate means the average bid rate for the purchase of bank accepted bills of
exchange having a term of three months as displayed on or about 10.45 am on Reuters
Monitor Screen Page BKBM on the day on which interest commences to accrue in respect of
the relevant amount or is to be reset (as applicable) or, if no such rate is displayed on that
date at that time, the most recent such average rate displayed, in each case plus five per
cent;
Defaulting Party is defined in clause 5.2;
Equity Security has the meaning given to it in the NZX Listing Rules (including, for clarity,
Convertible Securities to the extent they constitute Equity Securities as set out in paragraph
(d) of the definition thereof);
Issuer Warranties means the representations and warranties given by the Issuer to the
Subscriber as set out in Part A of Schedule 1;
NZ$ or NZ dollars or $ means New Zealand dollars;
NZX Listing Rules means the NZX Listing Rules of NZX as modified from time to time;
NZX means NZX Limited or the market operated by it;
Ordinary Shares means ordinary shares in the capital of the Issuer;
Placement Share Price means the per share amount payable under this Agreement by the
Subscriber to the Issuer for each Placement Share, being $0.07 per Placement Share;
Placement Shares means 65,134,806 Ordinary Shares to be issued to, and subscribed for
by, the Subscriber in accordance with clause 2;
Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4

AO323
Subscription Agreement
2
Related Documents means this Agreement and the NDA and any other document which
the parties agree in writing is a Related Document;
Relevant Laws means all statutes, rules and regulations applicable to the Issuer including,
without limitation, the Companies Act 1993, the Issuer’s constitution, the NZX Listing Rules
and the Takeovers Code;
Subscriber Warranties means the representations and warranties given by the Subscriber
to the Issuer as set out in Part B of Schedule 1;
Subscription Date means the date of this Agreement;
Takeovers Code means the Takeovers Code in the Schedule to the Takeovers Code
Approval Order 2000.
1.2 Construction of certain references
In this Agreement, unless the context otherwise requires:
(a) an agreement includes a contract, deed, licence, undertaking and other document or
legally enforceable arrangement (in each case, whether or not in writing, present and
future) and includes that document as amended, assigned, novated or substituted
from time to time;
(b) a business day means a day (other than a Saturday or Sunday) on which registered
banks are open for general banking business in Auckland and, where payment is
required in foreign currency, banks are open for business in the required place of
payment;
(c) a consent includes an approval, authorisation, exemption, filing, licence, order,
permit, recording and registration;
(d) costs incurred by a person include all commissions, charges, losses, expenses
(including legal fees on a solicitor and own client basis) and taxes incurred by that
person;
(e) a holding company of a person includes a holding company as defined in section 5
of the Companies Act 1993;
(f) loss includes loss of profit and loss of margin;
(g) a person includes an individual, body corporate, an association of persons (whether
corporate or not), a trust, a state, an agency of a state and any other entity (in each
case, whether or not having separate legal personality);
(h) property includes the whole and any part of the relevant person’s business, assets,
undertaking, revenues and rights (in each case, present and future), and reference to
any property includes any legal or equitable interest in it;
(i) a subsidiary of a person means a subsidiary as defined in section 5 of the
Companies Act 1993;
(j) a security interest includes:
(i) a mortgage, pledge, charge, lien, hypothecation, encumbrance, deferred
purchase, title retention, finance lease, contractual right of set-off, flawed asset
arrangement, sale-and-repurchase and sale-and-leaseback arrangement, order
Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4

AO323
Subscription Agreement
3
and other arrangement of any kind, the economic effect of which is to secure a
creditor; and
(ii) a “security interest” as defined in section 17(1)(a) of the Personal Property
Securities Act 1999 in respect of which the relevant person is the debtor.
(k) tax(es) includes any tax, levy, impost, stamp or other duty and any other charge,
deduction or withholding of a similar nature (including any penalty or interest payable
in connection with any failure to pay or any delay in paying any of the same);
(l) writing includes an email communication and any means of reproducing words in a
tangible and permanently visible form;
(m) a reference to a party, clause, schedule or annexure is a reference to a party to,
clause of, schedule to or annexure to, this Agreement;
(n) the word including when introducing an example does not limit the meaning of the
words to which the example relates;
(o) an agreement, representation or undertaking given by a party in favour of two or more
persons is for the benefit of them jointly and each of them severally;
(p) a gender includes each other gender;
(q) the singular includes the plural and vice versa;
(r) where a word or phrase is defined, its other grammatical forms have a corresponding
meaning;
(s) any legislation or a NZX Listing Rule includes a modification and re-enactment of
legislation or Rule enacted in substitution for, and a regulation, order-in-council and
other instrument from time to time issued or made under, that legislation or NZX
Listing Rule; and
(t) a party to this Agreement or another agreement includes its successors and its
permitted assignees and transferees.
Headings and the table of contents are to be ignored in construing this Agreement.
2. Subscription for Placement Shares
2.1 Subscription for Placement Shares
On the Subscription Date, the Subscriber must:
(a) subscribe for the Placement Shares; and
(b) pay to the Issuer the Placement Share Price multiplied by the number of Placement
Shares ($4,559,436).
2.2 Issue of Placement Shares
(a) Upon payment by the Subscriber of the amounts referred to in clause 2.1(b), the
Issuer must:
Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4

AO323
Subscription Agreement
4
(i) issue the Placement Shares to the Subscriber and procure that the name of the
Subscriber is entered in the Issuer’s register of shareholders as the holder of
the Placement Shares;
(ii) lodge an electronic notice of issue of shares in respect of the Placement Shares
issued to the Subscriber the Registrar of Companies;
(iii) make an announcement to the NZX in relation to the issue of the Placement
Shares in compliance with its obligations under NZX Listing Rule 3.13.1; and
(iv) deliver to the Subscriber or its solicitors a statement from Computershare
Investor Services Limited noting the Subscriber as the registered holder of the
Placement Shares.
(b) The Placement Shares will:
(i) on issue, be fully paid up and free of all security interests or other adverse
interests; and
(ii) have the same terms as the existing listed Ordinary Shares of the Issuer.
(c) Contemporaneously with each announcement to be made by the Issuer under
clause 2.2(a)(iii), the Subscriber will lodge a substantial security holder notice in
respect of the Placement Shares with the Issuer and the NZX in compliance with its
obligations under the Financial Markets Conduct Act 2013.
3. Lowest price
For the purposes of the financial arrangements’ rules in the Income Tax Act 2007, the parties
agree that:
(a) the amount payable under clause 2.1(b) is the lowest price the parties would have
agreed for the issue and subscription of the Placement Shares, on the date of this
Agreement, if payment had been required in full at the time the first right in the
contracted property (being the Placement Shares) was transferred;
(b) the aggregate Placement Share Price ($4,559,436) is the value of the Placement
Shares; and
(c) they will compute their taxable income for the relevant period on the basis that the
aggregate Placement Share Price includes no capitalised interest, and they will file
their tax returns accordingly.
4. Warranties
4.1 Warranties
(a) The Issuer represents and warrants to the Subscriber in terms of the Issuer
Warranties in the knowledge that the Subscriber is entitled to rely on the truth of the
statements contained in the Issuer Warranties.
(b) The Subscriber represents and warrants to the Issuer in terms of the Subscriber
Warranties in the knowledge that the Issuer is entitled to rely on the truth of the
statements contained in the Subscriber Warranties.
Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4

AO323
Subscription Agreement
5
4.2 Warranties qualified
(a) Each of the Warranties is given by the respective party subject to anything done, or
omitted to be done, either under any express provision of this Agreement or any of the
other Related Documents or after the date of this Agreement at the request in writing,
or with the prior written approval, of the other party.
(b) The Subscriber acknowledges and agrees that, other than the Issuer Warranties given
by the Issuer:
(i) the Subscriber has entered into this Agreement solely in reliance on its own
judgment and inspection and not in reliance on any statements, warranties or
representations made to the Subscriber or to any person by or on behalf of the
Issuer; and
(ii) all express or implied or other representations or warranties of the Issuer in
relation to the transactions evidenced by this Agreement are expressly excluded
to the maximum extent permitted by law.
5. Obligations of each party
5.1 Payments generally
All payments to be made under this Agreement are to be made in immediately available,
freely transferable cleared funds, free of all deductions (including by way of taxes), to such
account at such bank as the payee party may designate.
5.2 Default interest
If any party does not pay any amount payable under this Agreement when due (the
Defaulting Party), the Defaulting Party will pay interest on the outstanding payment from the
due date up to the date of actual payment, both before and after judgment, at the Default
Rate. The demand for, or the payment of, such default interest is not in substitution for, or to
the exclusion of, any rights or remedies otherwise available to a party under this Agreement.
5.3 Rights offer
The Subscriber confirms and agrees that it will not subscribe for any Ordinary Shares to be
offered in the rights offer to be announced by the Issuer following the issue of Placement
Shares to the extent that the allotment of such shares to the Subscriber or its Associates,
would cause the Subscriber to be in breach of the Takeovers Code.
6. Public announcements and confidentiality
6.1 Making announcements
A party must not make, or authorise or cause to be made, any public announcement relating
to the negotiations between the parties or the subject matter of this Agreement unless:
(a) it has the prior written consent of the other party; or
(b) it is required to do so by law,
provided that the parties agree that the Issuer may, following any required NZX
announcement, make an announcement, on terms agreed between the parties, to relevant
Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4

AO323
Subscription Agreement
6
internal and external stakeholders, including employees, customers, suppliers and other
partners and related Government and press agencies.
6.2 Requirements
If a party is required to make an announcement under clause 6.1(b), before doing so the
party is to the extent practicable and as soon as reasonably possible:
(a) notify the other party of the proposed announcement;
(b) consult with the other party as to its content; and
(c) use its reasonable endeavours to comply with any reasonable request by the other
party concerning the proposed announcement.
6.3 Subscriber to keep information confidential
Subject to clause 6.4, the Subscriber must treat this Agreement, all information made
available by or on behalf of the Issuer at the request of the Subscriber in connection with this
Agreement and the terms of this Agreement as strictly confidential.
6.4 Exceptions
The obligation of confidentiality under clause 6.3 does not apply to:
(a) information that is generally available to the public other than by reason of breach of
this Agreement; or
(b) any disclosure of information that is necessary to comply with any court order or law;
or
(c) information disclosed to any related company, employee, agent, contractor, officer,
professional adviser, banker, auditor or other consultant of the Subscriber (each a
Recipient) only if the disclosure is made to the Recipient strictly on a “need to know
basis” and, prior to the disclosure, the Subscriber notifies the Recipient of the
confidential nature of the information to be disclosed.
7. Assignment
7.1 Successors
This Agreement is to be binding on, and enures for the benefit of, the parties and their
respective successors.
7.2 No assignment
Neither the Issuer nor the Subscriber may assign or transfer all or part of its rights or
obligations under this Agreement.
Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4

AO323
Subscription Agreement
7
8. Notices
8.1 Addresses and references
Each notice or other communication under this Agreement is to be made in writing and sent
by personal delivery or by post or electronically to the addressee at the address or electronic
mail address, and marked for the attention of the person or office holder (if any), from time to
time designated for the purpose by the addressee to the other parties. The initial address,
electronic mail address and relevant person or office holder of each party is set out under its
name at the end of this Agreement.
8.2 Deemed delivery
No communication will be effective until received. A communication is, however, deemed to
be received:
(a) in the case of a letter, on the seventh business day after posting by airmail; and
(b) in the case of an electronic communication, at the time the electronic communication
enters the information system of the recipient party.
9. Costs
Whether or not any of the transactions contemplated by this Agreement are completed, each
party is to (unless otherwise specified in this Agreement) bear its own costs and expenses of
and incidental to the preparation, execution and completion of this Agreement.
10. Remedies and waivers
10.1 Exercise of rights and waivers
Time is of the essence in respect of all dates and times for compliance by the parties with
their obligations under this Agreement. However, no failure to exercise, and no delay in
exercising, a right of a party under this Agreement will operate as a waiver of that right, nor
will a single or partial exercise of a right preclude another or further exercise of that right or
the exercise of another right. No waiver by a party of its rights under this Agreement is
effective unless it is in writing signed by that party.
10.2 Remedies cumulative
The rights of the parties under this Agreement are cumulative and not exclusive of any rights
provided by law.
11. Miscellaneous
11.1 Amendments
No amendment to this Agreement is effective unless it is in writing signed by all parties.
Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4

AO323
Subscription Agreement
8
11.2 Partial invalidity
The illegality, invalidity or unenforceability of a provision of this Agreement under any law will
not affect the legality, validity or enforceability of that provision under another law or the
legality, validity or enforceability of another provision.
11.3 Further assurances
Each party must sign, execute and do all deeds, schedules, acts, documents and things as
any other party may reasonably require to carry out and give effect to the terms and
intentions of this Agreement.
11.4 Non-merger
The obligations, warranties, undertakings, and indemnities undertaken or given pursuant to
this Agreement, to the extent not already performed on the Subscription Date, are not to
merge on the Subscription Date or on the execution or delivery of any document pursuant to
this Agreement, but are to remain enforceable to the fullest extent and notwithstanding any
rule of law to the contrary.
11.5 Relationship of the parties
Nothing in this Agreement, or any transaction carried out with respect to the matters
contained in it, is to constitute any party to be the principal, agent, partner or associate
(including, without limitation, as that term is defined in the Takeovers Code) of the other
party and each party disclaims any such relationship. No party is to make any warranty or
representation inconsistent with this clause or incur any obligations on behalf of, or in the
name of, the other party.
11.6 Entire agreement
This Agreement and the other Related Documents constitute the entire agreement of the
parties in respect of the matters covered by those agreements and supersede all previous
agreements in respect of those matters.
11.7 Counterparts
This Agreement may be executed in any number of counterparts (including scanned pdf
copies) all of which, when taken together, will constitute one and the same instrument. A
party may enter into this Agreement by executing any counterpart.
11.8 Governing law
This Agreement is governed by, and is to be construed in accordance with, New Zealand
law.
Execution
Executed as an agreement.
Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4

AO323
Subscription Agreement
9
AoFrio Limited by
Director
Print Name
Address: 78 Apollo Drive, Rosedale, Auckland 0632, New Zealand
Email Address: howard.milliner@aofrio.com
Contact person/position: Company Secretary

Wairahi Investments Limited by
Director
Print Name
Address:
Email Address:
Contact person/position:
Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4
5/18/2026
John Scott
Mike Daniel/Director
5/18/2026
mike.daniel91@outlook.com
69 Wairahi Road Langs Beach Waipu NZ 0582
Mike Daniel

AO323
Subscription Agreement
10

Schedule 1: Warranties
A. Issuer Warranties
The Issuer represents and warrants to the Subscriber as follows:
1. Corporate capacity and power
(a) On execution and delivery of this Agreement by the Issuer, that execution and delivery
and the performance by the Issuer of its obligations under this Agreement:
(i) will have been validly authorised by all necessary action on its part;
(ii) will not contravene any law binding on it;
(iii) will not contravene its incorporation documents; and
(iv) will not contravene the provisions of, or constitute a default under, any other
document to which it is a party or by which any of its assets are bound.
(b) The Issuer has the necessary corporate power to enter into this Agreement and to
perform its obligations under it.
(b) On execution and delivery of this Agreement by the Issuer, this Agreement will
constitute legal, valid and binding obligations, enforceable against the Issuer in
accordance with its terms.
2. Share capital
As at the date of this Agreement:
(a) the Issuer’s voting capital is comprised of 434,232,042 Ordinary Shares; and
(b) the Issuer has 10,119,760 restricted stock units issued to executives and 4,310,000
share options issued to the Chief Executive.
3. Full Disclosure
As at the date of this Agreement, it has disclosed all Material Information (as defined in the
NZX Listing Rules) to the extent required under the NZX Listing Rule 3.1.1.
B. Subscriber Warranties
The Subscriber represents and warrants to the Issuer as follows:
Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4

AO323
Subscription Agreement
11
1. Corporate capacity and power
(a) On execution and delivery of this Agreement by the Subscriber, that execution and
delivery and the performance by the Subscriber of its obligations under this
Agreement:
(i) will have been validly authorised by all necessary action on its part;
(ii) will not contravene any law binding on it;
(iii) will not contravene its incorporation documents; and
(iv) will not contravene the provisions of, or constitute a default under, any other
document to which it is a party or by which any of its assets are bound.
(b) The Subscriber has the necessary corporate power to enter into this Agreement and
perform its obligations under it.
(c) On execution and delivery of this Agreement by the Subscriber, this Agreement will
constitute legal, valid and binding obligations, enforceable against the Subscriber in
accordance with its terms.
(d) The Subscriber is a "wholesale investor" (as defined in clause 3(2) of Schedule 1 of
the Financial Markets Conduct Act 2013.
(e) Upon the issue of the Placement Shares under this Agreement, the Subscriber and its
Associates will not hold or control more than 20% of the Ordinary Shares on issue.
Docusign Envelope ID: 99E55842-BA2F-835F-80AB-629CBAB77CB4

---

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