Offer Document - Rights Issue

1
Rights Issue
AoFrio
Rights Issue
1 for 7 Renounceable Rights Offer of Ordinary Shares at 7 cents each.
2 June 2026
Go to www.shareoffer.co.nz/aofrio for more information and to apply.
This is an important document. You should read the whole document
before deciding whether to subscribe for shares. If you have any doubts
as to what you should do, please contact your broker, financial, investment
or other professional advisor. If you do not act, your Rights will lapse and
you will not be able to subscribe for any new shares or realise any value for
those Rights.
This Offer Document may not be distributed outside New Zealand except to
the extent contemplated by this Offer Document.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.

2
AoFrio Ltd
Key Terms of the Offer
IssuerAoFrio Limited (AoFrio or the Company)
The Offer
A pro rata, renounceable rights offer to Eligible Shareholders, of one New Share
for every seven Ordinary Shares held by Eligible Shareholders at 5.00 pm on the
Record Date with fractional Rights being rounded down to the nearest share.
Eligible Shareholders may take up some or all or none of their Rights. Alternative-
ly, Eligible Shareholders may sell some or all their rights on the NZX Main Board
between 3 June 2026 and 12 June 2026, if there is a buyer.
Your Rights may have value. If you do nothing, your rights will lapse and you will
not be able to subscribe for any New Shares and may not realise any value for
your rights. The Offer is a pro rata offer. If you take up all your Rights your per-
centage holding in AoFrio will not reduce. However, if you do not take up all your
Rights, your percentage holding in AoFrio will reduce following completion of the
Offer.
Dilution
If you are either an Ineligible Shareholder or you are an Eligible Shareholder and
you take up none of your Rights, your shareholding in AoFrio will be diluted by
approximately 23.91% as a result of the Offer (assuming all of the New Shares are
issued) and the Placement.
Eligibility
A Shareholder who, as at 5.00pm on the Record Date:
▪had a registered address in New Zealand; or
▪is otherwise a person to whom AoFrio considers it is not unduly onerous for an
offer of the New Shares to be made because of the legal requirements of the
applicable jurisdiction.
New Shares
Shares of the same class as, and that rank equally with, Ordinary Shares of the
class quoted on the NZX Main Board on issue immediately prior to the Offer.
Issue price $0.07 per New Share.
Existing Shares currently on
issue
499,366,848 Ordinary Shares
Maximum number of New
Shares being offered
71,338,121 New Shares (subject to rounding)
Offer size
The amount to be raised under the Offer is approximately $4.994 million before
costs (assuming all New Shares are issued). The Offer is not underwritten.
Oversubscriptions
If you accept your entitlement in full, you may apply for any number of Additional
New Shares in accordance with the Oversubscription Facility – see page 9.
How to apply
Eligible Shareholders wishing to participate in the Offer should apply online at
www.shareoffer.co.nz/aofrio together with payment by direct credit in New Zealand
dollars by 5.00pm on 18 June 2026.
No application forms or copies of this Offer Document will be sent to Shareholders.

3
Rights Issue
On behalf of the directors of AoFrio, the Company has today announced it
intends to raise approximately NZ$4.994 million of new equity capital via a 1
for 7 pro-rata entitlement offer at $0.07 price per share.
The Board welcomes your participation in this Offer and thanks you for your
continued support.
Background
In December 2025, AoFrio presented two growth strategy options to investors.
The first option was based on using free cash flow generated from ongoing
business to support steady growth. The second, and preferred option,
outlined an accelerated growth trajectory and would require additional capital
investment.
The aspirational target is for revenue to more than triple to reach $300 million
by FY2030, achieved through an expansion of AoFrio’s smart refrigeration
solutions into new territories and through the diversification of the business into
adjacent markets. Under this scenario, EBITDA is targeted to reach $50 million
in FY30.
Since December 2025, the Board and Management have been exploring
financing options to support the second option.
On 19 May 2026, AoFrio announced the placement of 65,134,806 ordinary
shares to Wairahi Investments Limited, a long-time substantial product holder
in the Company, raising $4.559 million. Wairahi Investments Limited now
holds 19.19% of AoFrio’s ordinary shares and has been a long-term supporter
of AoFrio. Wairahi’s new investment allows AoFrio to commence the major
initiatives towards the future we discussed on our investor day.
The Board committed to shareholders, that in the event of a placement, current
shareholders would be provided with the opportunity to purchase additional
AoFrio ordinary shares at the placement price. This pro-rata offer delivers on
that commitment.
Letter from the Board and
Chief Executive Officer
John Scott
Chairman
Chief Executive Officer
Greg Balla

4
AoFrio Ltd
The Board is committed to continuing operating the
business in the same prudent way the business 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.
Outlook for 2026
AoFrio released its trading update for the three months
ended 31 March 2026 (1Q26) on 13 May 2026. The
Company reported strong execution of its strategy:
▪In the cold drink equipment market, the expected
launch in 2Q26 of AoFrio’s cellular connected
controller and iQ SaaS platform.
▪In food retail, the IQ Food Retail solution is now
available commercially and in April 2026, the
Company secured an order from a leading South
American supermarket business following a proof-
of-concept trial, an important validation that the
Company has a solution customers will pay for.
In its 1Q26 update, the Company stated that given
the impacts of trade and currency volatility, providing
a guidance range is challenging. However, AoFrio is
expecting an improvement in revenue and EBITDA in
2026 over 2025, and AOF is maintaining this position.
The anticipated improvement is expected to be driven by
the commercial launch of the SCS800 and iQ platform in
2Q26, with first revenues delivered around mid-year.
Offer Overview
The Offer
Under the Offer, all Eligible Shareholders are entitled
(but not obliged) to subscribe for 1 New Share for every
7 Ordinary Shares held as at 5.00 pm on the Record
Date of 4 June 2026, at an issue price of $0.07 per New
Share.
The issue price represents a 3.14% discount to the
VWAP of AoFrio’s shares on the NZX over the ten
trading days to 22 May 2026 (being $0.0723). It is a
discount of 2.41% to the theoretical ex-rights price of
$0.0717.
The Offer is not underwritten.
Use of funds
Net proceeds of the capital raising will be applied to
strengthen AoFrio’s balance sheet, improve liquidity and
operating headroom, and fund investment required to
execute the accelerated growth strategy.
Further information
Before deciding whether to invest in New Shares, you
must make your own assessment of the risks associated
with an investment in AoFrio (including economic
conditions and conflicts around the world) and consider
whether such an investment is suitable for you. We
encourage you to read this Offer Document and AoFrio’s
recent market announcement carefully, and importantly,
seek independent financial advice where further support
is required.

5
Rights Issue
General Information
This Offer Document has been prepared by AoFrio
Limited (AoFrio) in connection with a pro rata,
renounceable rights offer (the Offer) by AoFrio to Eligible
Shareholders of one ordinary share (Ordinary Share)
for every seven Ordinary Shares held at an Issue Price
of $0.07 cents per Ordinary Share.
This Offer is made to Eligible Shareholders in New
Zealand under the exclusion in clause 19 of Schedule
1 of the Financial Markets Conduct Act 2013 (FMCA).
This Offer Document is not a product disclosure
statement for the purposes of the FMCA or any other law
and does not contain all the information that an investor
would find in such a document, or which may be required
to make an informed investment decision or about the
Offer or AoFrio.
Additional information available under Continuous
Disclosure Obligations
AoFrio is subject to continuous disclosure obligations
under the Listing Rules. Copies of our most recent
market releases, including the most recent financial
statements, are available on our page on the NZX.
You are strongly cautioned not to place undue
reliance on any forward-looking statements such as
indications of, and guidance on, future earnings and
financial position and performance in any market
releases made by AoFrio, particularly considering
the current economic climate.
AoFrio may, during the period of the Offer, release
additional market announcements to NZX. Shareholders
should monitor AoFrio’s market announcements during
the Offer period. To the maximum extent permitted by
law, no release by AoFrio to NZX will permit an Applicant
to withdraw any previously submitted application without
AoFrio’s prior written consent.
Important Dates
Important Information
Announcement of the Offer27 May 2026
Rights trading commences3 June 2026
Record Date and time for determining Rights5.00pm, 4 June 2026
Offer Opening Date2.00pm, 5 June 2026
Rights cease trading5.00pm, 12 June 2026
Closing Date (last day for online applications, with payment)5.00pm, 18 June 2026
Allotment Date (issue date)25 June 2026
AoFrio reserves the right to amend this timetable (including by extending the Closing Date of the Offer) subject to applicable laws and the Listing
Rules. AoFrio reserves the right to withdraw the Offer and the issue of New Shares at any time before the Allotment Date at its absolute discretion.
Eligible Shareholders wishing to participate are encouraged to apply for New Shares by using the Offer website
www.shareoffer.co.nz/aofrio as soon as possible after the Offer Opening Date. No cooling-off rights apply to
applications submitted under the Offer.

6
AoFrio Ltd
Market risk
The market price of Ordinary Shares may increase or
decrease between the date of this Offer Document and
the date of allotment of New Shares. Any changes in the
market price of Ordinary Shares will not affect the Issue
Price and the market price of New Shares following
allotment may be higher or lower than the Issue Price.
Offering restrictions / Overseas Shareholders
This Offer Document does not constitute an offer,
advertisement or invitation in any place in which, or to
any person to whom, it would not be lawful to make
such an offer, advertisement or invitation. This Offer
Document may not be sent or given to any person who
is not an Eligible Shareholder in circumstances in which
the Offer or distribution of this Offer Document would
be unlawful. The distribution of this Offer Document
(including an electronic copy) outside New Zealand may
be restricted by law. AoFrio disclaims all liability to such
persons.
The Offer is only open to Shareholders as at 5.00
pm on the Record Date with registered addresses in
New Zealand or who are otherwise a person to whom
AoFrio considers it is not unduly onerous for the Offer
to be made because of the legal requirements of their
jurisdiction. In this respect, the Offer is open to overseas
employees of AoFrio subject to the legal requirements of
their jurisdictions.
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, in the United States except
pursuant to an exemption from, or in a transaction 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. The New
Shares may not be offered or sold, directly or indirectly,
in the United States or to any person that is acting for the
account or benefit of a person in the United States.
These materials do not constitute an offer of securities
for sale in the United States or to U.S. persons (as
defined in Regulation S under the U.S. Securities
Act) and may not be sent or disseminated, directly or
indirectly, in the United States or to any such U.S. person
in any place. AoFrio’s Ordinary Shares have not been
and will not be registered under the U.S. Securities Act
or the securities laws of any state of the United States.
Changes to Offer
Subject to the Listing Rules, AoFrio reserves the right
to alter the dates set out in this Offer Document. AoFrio
reserves the right to withdraw the Offer and the issue of
New Shares at any time before the Allotment Date at its
absolute discretion.
No Guarantee
Neither AoFrio, nor its directors, nor any of its officers,
employees, agents or advisers or any other person
(including any Shareholder named in this Offer
Document), guarantees:
(a). the New Shares to be issued; or
(b). that the Issue Price per New Share will be recovered
by investors; or
(c). the payment of any monies in respect of the New
Shares;
(d). any return on the New Shares; or
(e). the future performance of AoFrio.
Decision to Participate in the Offer
The information in this Offer Document does not
constitute a recommendation to acquire New Shares
nor does it amount to financial product advice. This
Offer Document has been prepared without considering
the particular needs or circumstances of any investor,
including their investment objectives, financial and/
or tax position. You should read this Offer Document
in its entirety together with AoFrio’s recent market
announcements and, if you are in any doubt as to
the action to take, consult an NZX Primary Market
Participant or your lawyer, accountant and/or other
professional adviser before deciding whether to take up
your Rights to New Shares.

7
Rights Issue
Privacy
Any personal information provided by Shareholders
online will be held by us or the Registrar at the addresses
shown in the Directory or such other place as is notified
upon request. This information will be used for the
purposes of managing your investment in AoFrio. This
information will only be disclosed to third parties with
your consent or if otherwise required by law. Under
the Privacy Act 2020, you have the right to access and
correct any personal information held about you.
Governing Law
This Offer Document, the Offer and the contracts formed
on the acceptance of the Offer are governed by the laws
of New Zealand. Each Applicant submits to the exclusive
jurisdiction of the courts of New Zealand.
Disclaimer
No person is authorised to give any information or to
make any representation in connection with the Offer
which is not contained in this Offer Document. Any
information or representation in connection with the Offer
not contained in this Offer Document may not be relied
upon as having been authorised by AoFrio or any of its
Directors, officers, employees, agents or advisers.
Future performance and forward-looking statements
This Offer Document contains both historical and
forward-looking statements in connection with AoFrio.
The forward-looking statements in this Offer Document
are not based on historical facts, but rather reflect our
current expectations concerning future results and
events and generally may be identified by the use of
forward-looking words or phrases such as ‘believe’,
‘aim’, ‘expect’, ‘anticipated’, ‘intending’, ‘likely’, ‘should’,
‘planned’, ‘may’, ‘estimated’, ‘potential’, or other similar
words and phrases. Similarly, statements that describe
our objectives, plans, goals or expectations are or may be
forward-looking statements.
These forward-looking statements involve known and
unknown risks, uncertainties, assumptions and other
factors that may cause our actual results, performance or
achievements to differ materially from those expressed,
projected or implied by these forward-looking statements.
These forward-looking statements involve known and
unknown risks, uncertainties, assumptions and other
factors that may cause our actual results, performance or
achievements to differ materially from those expressed,
projected or implied by these forward-looking statements.
Differences in our future results, performance and
achievements are normal and to be expected. You
should review carefully all the information included or
referred to in this Offer Document. The forward-looking
statements included in this Offer Document are made
only as of the date of this Offer Document. Neither
AoFrio, nor any of our directors, officers, employees,
agents or advisers, makes or gives any representation,
assurance or guarantee that any forward-looking
statements will occur or be achieved, and Applicants are
cautioned not to place undue reliance on these forward-
looking statements. Neither AoFrio nor any other person
warrants our future performance or any return on any
investment made under this Offer Document, except as
required by law and then only to the extent so required.
Subject to any continuing obligations under law or the
Listing Rules, we disclaim any obligation or undertaking
to distribute or publish, after the date of this Offer
Document, any updates or revisions to any forward-
looking statements to reflect any change in expectations
in relation to those statements or any change in events,
conditions or circumstances on which any such statement
is based, other than to comply with our obligations under
the FMCA, the Financial Reporting Act 2013 and the
Listing Rules.
Non-GAAP financial information
AoFrio has used non-GAAP financial information when
discussing financial performance in this Offer Document.
That non-GAAP financial information has not been
audited or independently reviewed. Non-GAAP financial
information is not prepared in accordance with NZ IFRS
(New Zealand equivalents to International Financial
Reporting Standards) and are not uniformly defined.
Therefore, the non-GAAP financial information reported
in this Offer Document may not be comparable with
information that other companies report and should not
be viewed in isolation or considered as a substitute for
measures reported by AoFrio in accordance with NZ
IFRS.

8
AoFrio Ltd
Dividend Policy
For the purposes of Listing Rule 7.4.5, the Directors’
intentions and expectations as to AoFrio’s future dividend
policy is that payment of future dividends will depend
on AoFrio’s results of operations, available imputation
credits, financial condition and cash requirements and
other factors considered relevant by AoFrio’s board.
AoFrio will not pay any dividend on its Ordinary Shares in
respect of the year ending 31 December 2026.
Definitions
Capitalised terms used in this Offer Document have
defined meanings, which appear in the Glossary section
or within the relevant section of this Offer Document in
which the term is used.
All references to “$”, “NZD” or “dollars” in this Offer
Document are to New Zealand dollars and all references
to dates and times are to New Zealand dates and times.
Enquiries
Enquiries about the Offer should be directed to an
NZX Primary Market Participant and/or your lawyer,
accountant or other professional adviser.
If you have any queries about the number of New Shares
you are entitled to apply for, or how to apply for New
Shares, please contact the Registrar on 0800 650 034
(freephone within New Zealand) or +64-9- 488 8777 or
email aofrio@computershare.co.nz.
Details of the Offer
The Offer
The Offer is a pro rata renounceable rights offer of New
Shares by AoFrio Limited.
Eligible Shareholders are entitled to subscribe for one
New Share for every seven Ordinary Shares held at 5.00
pm on the Record Date. The maximum number of New
Shares being offered is 71,338,121 (subject to rounding).
The Offer opens at 2.00pm on 5 June 2026 and closes
at 5.00pm on 18 June 2026. The timetable for the Offer
is set out in the section of this Offer Document entitled
“Important Dates”.
Application Price
The issue price is $0.07 per New Share (the Issue
Price) is payable in cash and in full on application.
You are not required to pay for your Rights, only for the
New Shares which will be issued to you if you choose to
take up all or some of your Rights (and any Additional
New Shares under the Oversubscription Facility).
New Shares
The New Shares will be fully paid, and of the same
class as, and will rank equally with, the existing Ordinary
Shares that are listed on the NZX Main Board under the
code “AOF”. It is a term of the Offer that AoFrio will take
any necessary steps to ensure that the New Shares are,
immediately after their issue, quoted on the NZX Main
Board.
Your Rights
If you are an Eligible Shareholder, your entitlement
to Rights under the Offer can be found on the Offer
website. Fractional Rights, if any, have been rounded
down.
Application has been made for permission to quote the
Rights on the NZX Main Board and all NZX requirements
have been duly complied with. However, NZX accepts
no responsibility for any statement in this Offer
Document.

9
Rights Issue
Eligible Shareholders may sell all or some of their Rights
on the NZX Main Board between 3 June 2026 and 12
June 2026.
Rights can be traded on the NZX Main Board by
instructing an NZX Firm. The Authorisation Code (FIN)
and Common Shareholder Number (CSN) will be
required to be given to the NZX Firm being instructed
to effect the trade. Brokerage fees may be payable in
respect of that trade. Financial and tax advice should be
sought before effecting any trade of Rights.
There is no guarantee there will be buyers for the Rights
on NZX Main Board, and Eligible Shareholders may,
accordingly, be unable to sell some or all of their Rights.
The Oversubscription Facility may depress the demand
for Rights, even though an allocation of Additional New
Shares is not guaranteed.
Rights purchased on the NZX Main Board or otherwise
may only be exercised by persons who are located in
New Zealand and are ordinarily resident in New Zealand.
It is the responsibility of purchasers of Rights (and any
broker, nominee or custodian acting on their behalf) to
inform themselves of that eligibility criteria for exercise.
Rights purchased by persons who do not meet that
eligibility criteria will lapse and holders will receive no
value for them.
If you are an Eligible Shareholder, you can choose to
accept your Rights in whole or in part. If you accept
your Rights in full, you may also apply for Additional New
Shares under the Oversubscription Facility. Applications
once made cannot be withdrawn.
Your Rights may have value. If you do nothing, your
Rights will lapse, and you will not be able to subscribe for
any New Shares and may not realise any value for your
Rights.
Oversubscription Facility
If you are an Eligible Shareholder and take up all
your Rights, you may apply for an additional number
of New Shares in excess of your Rights (Additional
New Shares) through the Oversubscription Facility at
the same Issue Price of $0.07 each. You may apply
for any number of Additional New Shares, but there is
no guarantee that you will be allocated any or all the
Additional New Shares for which you have applied and
submitted payment for.
The acquisition of renounced Rights does not entitle
the holder to apply for Additional New Shares under the
Oversubscription Facility.
The number of New Shares available under the
Oversubscription Facility will be equal to the number
of New Shares attributable to Rights that are not taken
up by Eligible Shareholders by the Closing Date,
together with those attributable to the Rights of Ineligible
Shareholders which have not been sold by the nominee
(ignoring any applications for Additional New Shares)
(known as the Shortfall).
If the application for Additional New Shares exceeds the
Shortfall, each applicant for Additional New Shares will be
allocated the lesser of:
(i) the number of Additional New Shares they
applied for; and
(ii) the Shortfall, multiplied by the proportion that the
number of Ordinary Shares they hold as at the Record
Date bears to the number of Ordinary Shares held as
at the Record Date by all applicants for Additional New
Shares.
Any remaining Shortfall following the above allocations
will be allocated among the remaining unsatisfied
applicants on the same basis, until the entire Shortfall has
been allocated.
Notwithstanding the above, the Board retains the
absolute right to determine the allocation of Additional
New Shares, and it may decline, scale or otherwise
allocate individual applications for Additional New Shares
on a differential basis.

10
AoFrio Ltd
There is no assurance that any applicant for Additional
New Shares will be allocated any Additional New Shares
or the number of Additional New Shares for which it has
applied.
If you are a beneficial owner of Ordinary Shares, a
custodian holds Ordinary Shares on your behalf, and you
have instructed the custodian to apply for Additional New
Shares on your behalf, you will be allocated a number of
Additional New Shares calculated in accordance with the
above, on the basis that you and each other beneficial
owner who applies for Additional New Shares is treated
as a separate Shareholder.
If you hold Ordinary Shares as a custodian, please
provide your beneficial owner schedule to Computershare
in line with the instructions Computershare has
requested.
These allocations are subject, in each case, to our right to
limit the allotment of Additional New Shares to any person
when that allotment may result, or be likely to result,
in that person breaching the Takeovers Code or when
Listing Rule 5.2.1 would be triggered by such allotment.
Renounceable Offer
The Offer is renounceable, which means that if you do
not wish to subscribe for some or all your Rights, you
may sell or otherwise transfer your entitlement to all or
any part of your Rights. To do so, you should complete
the steps set out on the Offer website.
As described further under the heading “Your Rights”, the
Rights will be quoted on the NZX Main Board.
As required by the Listing Rules, if both a renunciation
and an acceptance are received in relation to the
same Rights, the renunciation will take priority over the
acceptance.
The purchaser of your renounced Rights is not thereby
entitled to apply for Additional New Shares under the
Oversubscription Facility.
Minimum Amount to be raised
There is no minimum amount that must be raised for the
Offer to proceed.
Effect of the Offer
The Offer is not expected to have a material impact on
the control of AoFrio.
Opening and closing Dates
The Offer will open for acceptances from 2.00p.m. on
5 June 2026 and close at 5.00p.m. on 18 June 2026,
subject to AoFrio not varying the timetable in accordance
with the Listing Rules.
Application
Instructions on how to apply for New Shares under
the Offer are set out on pages 13 and 14 of this Offer
Document entitled ‘Actions to be taken by you’.

A properly completed application online at
www.shareoffer.co.nz/aofrio, together with payment by
direct credit of the Issue Price of $0.07 per New Share
you are taking up, must be received by Computershare
Investor Services Limited no later than 5:00pm on the
Closing Date.
We reserve the right to accept late applications but are
not obliged to do so. We further reserve the right to
accept or reject (at our discretion) any online application
and to correct any errors or omissions on any online
application.
Application Monies and Refunds
Application Monies received will be held in a trust account
until the corresponding New Shares are allotted. We
will establish the trust account solely for the purpose of
depositing Application Monies. Interest earned on the
Application Monies will be for our benefit, will remain our
property, and will be retained by us whether or not the
issue and allotment of New Shares takes place.
We reserve the right to withdraw the Offer and/or the
issue of New Shares at any time prior to allotment,

11
Rights Issue
in which case all Application Monies will be refunded
(without interest) as soon as practicable and, in any
event, within five business days.
If your application is not accepted for any reason, or
is accepted in part only (including with respect to the
Oversubscription Facility), you will receive a refund of
the balancing payment (without interest), by direct credit
as soon as practicable and, in any event, within five
business days after the date of allotment of the New
Shares.
Allotment
The New Shares will be allotted, and Holding Statements
will be issued and mailed as soon as practicable after the
Offer closes. Holding Statements will be sent no later
than five business days after the Closing Date.
You should ascertain your allocation under the Offer
before attempting to sell your New Shares. You can
do so by contacting the Registrar at the address set
out in the Directory. If you sell New Shares prior to
receiving a Holding Statement you do so at your own
risk. AoFrio, its directors, officers, employees, agents
and advisers do not accept any liability, or responsibility
should you attempt to sell or otherwise deal with New
Shares before you receive the Holding Statement
showing the number of New Shares allotted to you.
Eligibility
The Offer for New Shares is only open to Shareholders
with a registered address in New Zealand at 5:00 pm
on the Record Date (4 June 2026) and to any other
Shareholders to whom we consider it is not unduly
onerous to make the Offer under the legal requirements
of their jurisdiction. In accordance with Listing Rule
4.4.1(e), AoFrio has determined that it would be unduly
onerous to satisfy itself that the Offer complied with the
legal requirements of jurisdictions outside New Zealand
(other than overseas employees of AoFrio subject
to the legal requirements of their jurisdictions). This
decision was made having regard to the small number of
shareholders in such overseas jurisdictions and the costs
of complying with overseas legal requirements.
No person resident outside New Zealand who receives
a copy of this Offer Document may treat it as an offer
or invitation to subscribe for New Shares (except where
advised otherwise by us). Those Shareholders outside
New Zealand who wish to take up New Shares should
contact us.
We reserve the right to determine whether you or any
other Shareholder are eligible to participate in the Offer,
and to reject any application that we consider has been
made by a person who is not an Eligible Shareholder.
We and our Directors, officers, employees, agents and
advisers accept no liability whatsoever for determining
whether a person is an Eligible Shareholder.
In accordance with the proviso to Listing Rule 4.4.1(e),
if you are an Ineligible Shareholder, the Rights that you
would otherwise receive will be issued to a nominee who
will endeavour to sell those Rights on your behalf and
account to you for the proceeds of sale (if any and less
any transaction costs) on a pro rata basis. There may be
no market for the Rights, and it may be difficult for that
nominee to find a purchaser for any Rights.

Persons who are not resident in New Zealand and who
hold interests in New Shares through a New Zealand
resident nominee should not allow their nominee to
accept the Offer if to do so would cause the Offer to
be contrary to the laws of their country of residence.
Such persons can request AoFrio to sell their Rights by
contacting us via the Company Secretary:
Mr Howard Milliner
AoFrio Limited
78 Apollo Drive, Rosedale, Auckland 0632
PO Box 302-533, North Harbour, Auckland 0751
Phone 09 477 4500
Email: howard.milliner@aofrio.com
Any person outside New Zealand who applies for New
Shares through a New Zealand resident nominee will be
deemed to represent and warrant to us that the Offer can
be lawfully made to them and their nominee under all
relevant laws pursuant to this Offer Document.

12
AoFrio Ltd
We accept no responsibility for determining whether
a Shareholder can participate in the Offer under laws
applicable outside New Zealand.
This Offer Document is intended for use only in
connection with the Offer to Eligible Shareholders and
does not constitute an offer or invitation in any place in
which, or to any person to whom, it would not be lawful to
make such an offer or invitation.
Use of Proceeds
If the Offer is subscribed for in full, the total gross
proceeds of the Offer received by AoFrio will be
approximately $4.994 million, and approximately $4.994
million net of fees and costs.
Net proceeds of the capital raising will be applied to
strengthen AoFrio’s balance sheet, improve liquidity and
operating headroom, and fund investment required to
execute the accelerated growth strategy.
Brokerage
You will not pay brokerage upon taking up your Rights or
as a subscriber for New Shares under the Offer.
If you sell your New Shares (following the Offer) on the
NZX Main Board, you may be liable for normal brokerage.
NZX Main Board Quotation
The New Shares have been accepted for quotation by
NZX and will be quoted upon completion of allotment
procedures. The NZX Main Board is a licensed market
operated by NZX, which is a licensed market operator
regulated under the FMCA.
Sale of Ordinary Shares
Ordinary Shares can be traded on the NZX Main Board
by instructing an NZX Firm. The Authorisation Code
(FIN) and Common Shareholder Number (CSN) will be
required to be given to the NZX Firm being instructed
to effect the trade. Brokerage fees may be payable in
respect of that trade. Financial and tax advice should be
sought before effecting any trade of Ordinary Shares.

13
Rights Issue
Actions to be taken by you
If you are an Eligible Shareholder, you may take the
following action in respect of your Rights and entitlement
to New Shares under the Offer:
• take up all or some of your Rights; or
• take up all your Rights and apply for Additional New
Shares through the Oversubscription Facility; or
• take up some of your Rights and endeavour to sell
all or some of the balance of your Rights on the NZX
Main Board; or
• endeavour to sell all or some your Rights on the NZX
Main Board; or
• do nothing with all or some of your Rights, in which
event such Rights for which no action has been taken
will lapse.
If the Offer closes, and you do nothing, you will be
deemed to have elected not to take up your Rights,
and your shareholding will be diluted accordingly. If
you apply to take up some but not all your Rights,
you will be deemed to have not taken up your
Rights to the balance of the New Shares, and your
shareholding will be diluted accordingly.
To apply for New Shares
If you wish to participate in the Offer, you may apply
online at www.shareoffer.co.nz/aofrio. If you are a
Custodian, you must apply in line with the instructions
provided you by Computershare.
No application forms or copies of this Offer Document will
be sent to Shareholders.
Payment of Application Monies
All applications should be submitted via the Offer website
and payment must be made by direct credit. Applicants
paying by direct credit or international payment must
submit their payment instruction to their bank to make
payment by no later than 5:00pm on the Closing Date.
General
For applications to be valid they must be properly
completed, together with the associated Application
Monies, and be received by the Registrar no later
than 5:00pm New Zealand time on 18 June 2026.
We reserve the right to accept late applications but are
not obliged to do so.
Applications for the issue of New Shares (including,
if relevant, Additional New Shares under the
Oversubscription Facility) cannot be revoked or
withdrawn.
Notwithstanding anything to the contrary in this Offer
Document, an application submitted by you by using the
Offer website will constitute an irrevocable offer by you
to subscribe for and acquire the number of New Shares
(including, if relevant, Additional New Shares under
the Oversubscription Facility) which you have specified
in your application (or such lesser number as we may
determine) on the terms and conditions set out in this
Offer Document. By applying for New Shares, you agree
to be bound by these terms and conditions and our
constitution.
Applications for New Shares must be completed in full
and may be rejected if any details are not entered. If
the Application Monies accompanying your application
for New Shares are incorrect, your application for New
Shares may still be treated as valid. You will not under
any circumstances be treated as having offered to
purchase a greater number of New Shares than the
number for which payment is made.
If we receive, on or before 5:00pm on the Closing Date,
both an acceptance and a renunciation (sale or transfer)
by you in respect of the same Rights, the renunciation
(sale or transfer) will take priority to the acceptance.

14
Rights Issue
If Application Monies are paid by direct credit or
international payment that is not processed by, the
Closing Date, that application may be rejected, or an
allotment made to you may be cancelled. Any Rights in
respect of a rejected application or cancelled amount will
be made available to Eligible Shareholders participating
in the Oversubscription Facility.
Our decision on the number of New Shares (including, if
relevant, Additional New Shares) to be allotted to you and
as to whether to reject an online application, or to treat it
as valid (and then how to construe, amend or complete
the online application), will be final. We reserve the right
to reject any application we believe comes from a person
who does not meet the eligibility criteria for the Offer.
If you need any assistance, you should contact an
NZX Primary Market Participant, lawyer, accountant
or other professional adviser.

15
Rights Issue
Glossary
A reference in this Offer Document to “we”, “us” “the
Company” or “our” is a reference to AoFrio Limited, or to
the AoFrio Group, as the context requires.
The following definitions apply throughout this Offer
Document unless the context requires otherwise:
Allotment Date means Thursday, 25 June 2026.
Application Monies means money received by us from
investors who have applied for New Shares under the
Offer.
Applicant means an investor whose application for New
Shares has been received by the Registrar prior to 5.00
pm on the Closing Date.
Board or Directors means the board of directors of
AoFrio.
Closing Date means Thursday, 18 June 2026.
EBITDA (i.e. Earnings before Interest, Taxation,
Depreciation, Amortisation and Impairment (with each of
those items determined in accordance with GAAP), is a
non-GAAP earnings figure that equity analysts tend to
focus on for comparable company performance analysis.
The Company considers that it is a useful comparative
financial indicator because it avoids the distortions
caused by the differences in amortisation and impairment
policies between entities.
FMCA means the Financial Markets Conduct Act 2013.
Eligible Shareholders means a Shareholder who, as at
5.00 pm on the Record Date:
• has a registered address in New Zealand; or
• is otherwise a person to whom AoFrio considers it is
not unduly onerous for an offer of the New Shares to
be made because of the legal requirements of their
jurisdiction.
Ineligible Shareholder means a Shareholder who is not
an Eligible Shareholder.
Issue Price means $0.07 cents per New Share.
Listing Rules means the NZX Listing Rules.
New Shares means the fully paid ordinary shares in
AoFrio offered under this Offer of the same class as (and
ranking equally in all respects with) the Ordinary Shares.
NZX means NZX Limited.
NZX Firm means an entity designated as an NZX Firm
under the Participant Rules of NZX.
NZX Main Board means the main board equity security
market operated by NZX.
NZX Primary Market Participant means any company,
firm, organisation, or corporation designated or approved
as a primary market participant from time to time by NZX.
Offer means the rights offering (including the
Oversubscription Facility) set out in this Offer Document.
Offer Document means this document dated 2 June
2026.
Offer Opening Date means Friday, 5 June 2026.
Ordinary Shares means the fully paid ordinary shares
in AoFrio of the class quoted on the NZX Main Board on
issue immediately prior to the Offer.
Oversubscription Facility means the facility that
enables an Eligible Shareholder who accepts their Rights
in full to apply for Additional New Shares at the Issue
Price (details of which are set out on pages 9 and 10 of
this Offer Document).

Placement means the placement of 65,134,806 Ordinary
Shares to Wairahi Investments Limited on 19 May 2026,
raising $4.559 million and increasing Wairahi Investments
Limited’s holding to 19.19%.
Record Date means 4 June 2026.

16
AoFrio Ltd
Registrar means Computershare Investor Services
Limited.
Right means the renounceable right to subscribe for one
New Share for every seven Ordinary Shares held as at
5.00pm on the Record Date, issued pursuant to the Offer.
Shareholder means a holder of Ordinary Shares in
AoFrio.
Trading Days means any day on which the NZX Main
Board is open for trading.
AoFrio means AoFrio Limited.
AoFrio Group means AoFrio and its subsidiaries.

17
Rights Issue
Directory
Directors
John Scott, Chairman
John McMahon
Greg Allen
Roz Buick
Keith Oliver
Phone
Ph: +64-9-477 4500
Internet
Website: www.aofrio.com
Email: info@aofrio.com
Address
78 Apollo Drive
Rosedale, Auckland 0632, New Zealand
PO Box 302-533, North Harbour,
Auckland 0751, New Zealand
Registered Office
78 Apollo Drive
Rosedale, Auckland 0751, New Zealand
Share Registry
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road,
Takapuna, Auckland 0622, New Zealand
Or
Private Bag 92119
Victoria Street West
Auckland 1142, New Zealand
Investor Enquires: 0800-650 034 (freephone within New
Zealand)
or +64-9-488 8777
Email: aofrio@computershare.co.nz

18
Rights Issue
www.aofrio.com
AoFrio
Rights Issue