SPH Notice - David Ferrier, Henry Ferrier and Mangawhai

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 Bremworth Limited
Relevant event being disclosed: Change in nature of relevant interest
Date of relevant event: 9 August 2026
Date this disclosure made: 9 August 2026
Date last disclosure made: 21 July 2026
Substantial product holder(s) giving disclosure
Full name(s): David Ferrier, Henry Lawford Lonsdale Ferrier and Mangawhai Collective
Limited (“Mangawhai”) acting in concert
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Bremworth Limited (NZX: BRW)
(“Bremworth”)
Summary for David Ferrier, Henry Lawford Lonsdale Ferrier and Mangawhai
For this disclosure,—
(a) total number held in class: 35,909,139.1681
(b) total in class: 69,089,365
(c) total percentage held in class: 51.975%
For last disclosure,—
(a) total number held in class: 13,633,842.1681
(b) total in class: 69,089,365
(c) total percentage held in class: 19.734%

Details of transactions and events giving rise to relevant event

On 8 and 9 August 2026, Mangawhai entered into lock-up deeds (each a "Lock-Up Deed")
with:
• Rural Aviation (1963) Limited (“Rural Aviation”) (attached, 5 pages);
• Terence Harrison, Michelle Scott and TRH Trustee Limited (“Harrison”) (attached, 6
pages);

2
• Suzanne Timpson and Fairlie Milne (“S Timpson and F Milne”) (attached, 7 pages);
• Matthew Timpson (“M Timpson”) (attached, 5 pages);
• Brigit Timpson (“B Timpson”) (attached, 5 pages);
• Anthony Timpson (“A Timpson”) (attached, 5 pages);
• Fergus Brown and F.B. Trustee Limited (“F Brown”) (attached, 6 pages);
• Tony Woolf (“T Woolf”) (attached, 5 pages);
• Maria Woolf (“M Woolf”) (attached, 5 pages);
• Allan Woolf (“A Woolf”) (attached, 5 pages);
• Neil Waites (“Waites”) (attached, 5 pages);
• Ian Mcilraith (“Mcilraith”) (attached, 5 pages); and
• Maosong Zhang (“Zhang”) (attached, 5 pages),
(together, the “Accepting Shareholders”), in relation to ordinary shares in Bremworth
held or controlled by the Accepting Shareholders and their related trusts and entities.
If Mangawhai chooses to make a partial takeover offer for ordinary shares in Bremworth at
a price and on terms described in the Lock-Up Deeds, each Accepting Shareholder has
agreed to accept (or procure the acceptance of) the partial takeover offer for all of the
ordinary shares in Bremworth that they or their relevant related trusts or entities own or
control.
Entry into of the Lock-Up Deeds by Mangawhai has resulted in Mangawhai obtaining a
relevant interest in the ordinary shares in Bremworth held by each Accepting Shareholder.

Details after relevant event
Details for Mangawhai Collective Limited
Nature of relevant interest(s):
(a) In respect of 13,444,899 ordinary shares in Bremworth: Relevant interest as
beneficial owner of ordinary shares in Bremworth. No relevant agreement document
needs to be attached under regulation 139.
(b) In respect of 22,275,297 ordinary shares in Bremworth: A qualified power to acquire
ordinary shares in Bremworth if a partial takeover offer is made by Mangawhai on
terms consistent with each Lock-Up Deed. The Lock-Up Deeds are attached.
For that relevant interest,—
(a) number held in class: 35,720,196
(b) percentage held in class: 51.701%

3
(c) current registered holder(s): ASB Nominees Limited <203135> in respect of
13,444,899 ordinary shares
In respect of the Accepting Shareholders, the
persons stated below (or their relevant custodian or
nominee):
Rural Aviation in respect of 4,283,821 ordinary
shares
Harrison in respect of 2,591,775 ordinary shares
S Timpson and F Milne in respect of 2,402,679
ordinary shares
M Timpson in respect of 2,402,679 ordinary shares
B Timpson in respect of 1,439,504 ordinary shares
A Timpson in respect of 1,472,615 ordinary shares
F Brown in respect of 2,000,000 ordinary shares
T Woolf in respect of 1,269,666 ordinary shares
M Woolf in respect of 1,266,668 ordinary shares
A Woolf in respect of 1,266,666 ordinary shares
Waites in respect of 738,467 ordinary shares
Mcilraith in respect of 940,000 ordinary shares
Zhang in respect of 200,757 ordinary shares
(d) registered holder(s) once transfers are registered: ASB Nominees Limited <203135>
Details for Henry Lawford Lonsdale Ferrier
Nature of relevant interest(s): Relevant interest as beneficial owner of ordinary shares in
Bremworth. No relevant agreement document needs to be attached under regulation 139.
For that relevant interest,—
(a) number held in class: 102,160 ordinary shares
(b) percentage held in class: 0.148%
(c) current registered holder(s): JBWere (NZ) Nominees Limited
(d) registered holder(s) once transfers are registered: Not applicable.

4
Nature of relevant interest(s): Relevant interest as beneficial owner of ordinary shares in
Bremworth. No relevant agreement document needs to be attached under regulation 139.
For that relevant interest,—
(a) number held in class: 86,783.1681 ordinary shares
(b) percentage held in class: 0.126%
(c) current registered holder(s): Sharesies Nominees Limited
(d) registered holder(s) once transfers are registered: Not applicable.
Additional information
Address(es) of substantial product holder(s):
Mangawhai Collective Limited: Walker Wayland Auckland Limited, Level 14, 88 Shortland
Street, Auckland Central, 1010, New Zealand
David Ferrier: 233 Garnet Road, Westmere, Auckland, 1022, New Zealand
Henry Lawford Lonsdale Ferrier: 13 Browning Street, Grey Lynn, Auckland 1021, New
Zealand
Contact details:
Henry Lawford Lonsdale Ferrier
Phone: +64 21 025 30751
Email: henry@supplycorp.co.nz
Nature of connection between substantial product holders: David Ferrier, Henry Lawford
Lonsdale Ferrier and Mangawhai are acting in concert in relation to the acquisition of
relevant interests in ordinary shares in Bremworth Limited by Mangawhai and their
respective holdings. Henry Lawford Lonsdale Ferrier does not have any ownership in, or
control over, Mangawhai. As at the date of this notice, David Ferrier is the sole director and
shareholder of Mangawhai.
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: N/A
Certification
I, David Mcdougall Ferrier, 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.

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103346.4 - 2156206
8 August 2026


Tony Nigel Woolf (“Shareholder”)

AGREEMENT TO ACCEPT PARTIAL TAKEOVER OFFER FOR BREMWORTH LIMITED
Takeover offer
1. Introduction: Mangawhai Collective Limited (“Mangawhai”) is considering making a partial
takeover offer under the Takeovers Code for ordinary shares of Bremworth Limited (“Shares”) which
would result in Mangawhai holding or controlling more than 50% and potentially up to 55% of the
voting rights in Bremworth on issue on the date the offer closes (“Offer”).
2. On the date Mangawhai gives notice of the Offer to Bremworth, Mangawhai will own or control
13,633,842.168 Shares, representing 19.734% of the Shares (assuming no further Shares are issued
between the date of this letter and the date on which notice is given). As at the date of this Letter, the
Shareholder holds or controls 1,269,666 Shares, representing 1.84% of the total number of Shares.
3. If Mangawhai makes the Offer on terms consistent with this Letter, the Shareholder agrees to accept,
or procure the acceptance of, the Offer in respect of all of the Shares held or controlled by it (or the
Shares it has the power to hold or control the sale of), on the terms set out in this Letter. A reference to
Shareholder’s Shares is a reference to Shares the Shareholder currently holds or controls as described
above plus any Shares acquired by the Shareholder, or over which the Shareholder obtains control,
after the date of this Letter.
4. Offer: If Mangawhai elects to proceed with the Offer, Mangawhai will:
(a) send a takeover notice to Bremworth in compliance with Rule 41 of the Takeovers Code; and
(b) make the Offer in accordance with Rules 43 and 43B of the Takeovers Code.
5. Offer price and Offer Terms:
(a) Subject to paragraph 6, the Offer will be made at a price of not less than $0.90 per Share (as
may be adjusted in accordance with the offer terms, subject to paragraph 5(b)) and on terms
and conditions that are consistent with those customary for a partial takeover offer for entities
listed on the NZX Main Board (conditions of the nature or type summarised in the Schedule
being deemed to be customary for the purposes of this paragraph 5) (“Offer Terms”).
(b) The Offer Terms will not permit, and paragraph 6 below does not entitle Mangawhai to change
the Offer Terms to permit, Mangawhai to decrease the offer price set out in paragraph 5(a).
6. Variations: Mangawhai is entitled to:
(a) provide for the Offer to be for a greater percentage of the total voting rights in Bremworth than
the percentage specified in paragraph 1; and
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(b) make such changes to the Offer Terms as are necessary or desirable to address any matter
raised by the Takeovers Panel in respect of the Offer or Offer Terms or are permitted by Rule 44
of the Takeovers Code or by any exemption from the Takeovers Code.
After Mangawhai makes the Offer, it may vary the Offer in accordance with Rule 27 of the Takeovers
Code.
7. No obligation: Nothing in this Letter requires Mangawhai to send a takeover notice or to make the
Offer, and Mangawhai may elect not to proceed with either.
Obligations of the Shareholder
8. Acceptance of Offer: Subject to:
(a) the Offer being made by Mangawhai in accordance with this Letter; and
(b) the offer price under the Offer being not less than the value (and where expressed as a range
then not below the bottom end of any value range) assessed for each Share by the independent
adviser in its report on the Offer prepared under Rule 21 of the Takeovers Code (as adjusted, as
applicable in respect of both the offer price and assessed value, for any dividend, distribution,
issue of financial products, or Share subdivision or consolidation by Bremworth),
the Shareholder agrees to accept, or procure the acceptance of, the Offer in respect of all of the Shares
in which it holds or controls (or has the power to hold or control the sale of) within one working day
after the date on which the independent adviser’s report is released to NZX. The Shareholder agrees
that its obligation to accept the Offer will not be affected by any permissible variation of the Offer made
in accordance with the Takeovers Code.
9. Dealings with Shares:
(a) The Shareholder agrees that, unless this Letter is terminated, it will not, and will not agree or
otherwise deal with, offer or commit to, directly or indirectly, sell, transfer, grant or permit an
encumbrance or adverse interest of any nature over, or otherwise dispose of, any interest in any
of its Shares to any other person, except to accept the Offer.
(b) The Shareholder agrees that, if it acquires any Shares or obtains the control of any Shares after
the date of this Letter, it will do so in compliance with all applicable law and will immediately
provide written notice to Mangawhai setting out the increased number of Shares held or
controlled by the Shareholder.
10. Warranties: The Shareholder warrants to Mangawhai that, at the date of this Letter and on the date
of the Offer:
(a) it has the legal right, authority and power to sign this Letter and to perform its obligations
under this Letter and has taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Letter;
(b) this Letter constitutes valid and binding obligations enforceable against that party in
accordance with its terms;
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(c) it is the sole legal and beneficial owner of the Shares held by it and has full power, capacity and
authority to sell those Shares; and
(d) on payment of the purchase price in accordance with the Offer, legal and beneficial title to the
Shares held by it will pass to Mangawhai free of all liens, charges, mortgages, encumbrances
and other adverse interests of any nature.
Compliance with Takeovers Code
11. Voting rights: Nothing in this Letter confers on Mangawhai the ability or right to hold or control the
voting rights attaching to the Shares, and Mangawhai will not become the holder or controller of those
voting rights except on transfer of the Shares under the Offer. The Shareholder may exercise or control
the exercise of all voting rights attached to the Shares in whatever manner it sees fit until the Shares
are transferred under the Offer.
Term
12. Termination: This Letter will automatically terminate if:
(a) Mangawhai does not send a takeover notice to Bremworth within 20 working days after the date
of this Letter, unless this period is extended in accordance with clause 13;
(b) Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(c) Mangawhai withdraws the Offer in accordance with the Takeovers Code; or
(d) one of the conditions of the Offer is not satisfied or (to the extent capable of waiver) waived by
Mangawhai by the last date for the Offer to become unconditional to be included in the Offer
Terms and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code.
13. Extension: If:
(a) Mangawhai receives notice from any regulatory authority to the effect that the relevant
authority threatens to take, intends to take, or has taken, steps to prevent or delay the proposed
Offer; or
(b) a Court grants an injunction restricting, preventing or prohibiting the making or completion of
the proposed Offer,
Mangawhai and the Shareholder agree that the period in paragraph 12(a) may be extended (one or
more times) by Mangawhai by the period of time that Mangawhai considers, acting reasonably and in
good faith, necessary to enable Mangawhai to resolve the relevant matter, provided that Mangawhai
may not rely on this paragraph 13 to extend the period in paragraph 12(a) to a date that is more than
80 working days after the date of this Letter.
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General
14. Disclosure: The parties acknowledge that Mangawhai is required to make disclosure of this Letter
under subpart 5 of part 5 of the Financial Markets Conduct Act 2013, and the Shareholder consents to
that disclosure.
15. Compliance with law: Nothing in this Letter must require any party to do any act or thing in
contravention of the Takeovers Code, the Financial Markets Conduct Act, or the Companies Act 1993.
If you agree to the terms set out in this Letter, please indicate your acceptance by countersigning below.
Signed as a Deed
MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:



D M Ferrier
Signature of witness


Name of witness


Occupation


City/town of residence



TONY NIGEL WOOLF in the presence of:


T N WOOLF
Signature of witness


Name of witness


Occupation


City/town of residence
Docusign Envelope ID: 7F3DEF0B-6993-890E-8141-C98BFCE7BABD
Auckland
Yoke Har Lee
Ms
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A
.Solicitor
Auckland
Matthew Wentz

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Schedule
• Acceptances being received by the closing date of the Offer which, together with the Shares already held
or controlled by Mangawhai, would result in Mangawhai holding or controlling:
o 55% of the Shares; or,
o if Mangawhai waives the condition above in its discretion, Mangawhai receiving acceptances to
the Offer that will result in Mangawhai holding or controlling more than 50% of the Shares,
once the Offer becomes unconditional and the Shares are transferred.
• Certain customary conditions requiring the Bremworth Group to operate in the normal and ordinary
course of business, including:
o No dividends, bonuses, distributions, Share buybacks or other payments are made on any
Shares.
o No new Shares, options, warrants, performance rights, convertible securities or other financial
products are issued.
o No change, or agreement to change, Bremworth’s capital structure.
o No alteration to the rights, benefits, entitlements or restrictions attaching to any Shares.
o No new material proceedings, claims, investigations, orders or similar matters are commenced.
o No proceedings, claims, investigations, orders or similar matters are commenced.
o No unusual or abnormal payments, no assumption of material liabilities, no unusual income tax
payments, no dealing with material assets or businesses and no unapproved capital expenditure
over a certain monetary value, or major transaction arrangements.
o No amalgamations, mergers or scheme of arrangements.
o No entry into any agreement or arrangement to which NZX Listing Rule 5.1 or 5.2 applies.
o No substantive alteration to constitutional documents or to any agreement under which Shares
or other Financial Products have been issued.
o No changes to remuneration or employment or engagement terms for directors, employees or
contractors.
o No liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed.
o No breach, default under, trigger of a review event under, acceleration payment under, or
permanent reduction in available facilities or debt under any financing arrangement.
o No board or shareholder resolution is passed to do or authorise anything prohibited by the
conditions.
o No Bremworth Group member holding or controlling voting rights in a “code company” where
it and its associates hold or control more than 20% of that company’s voting rights.
o No material payment or consideration obligation arises for directors, employees or contractors
as a result of a Bremworth Group member coming under Mangawhai’s control.
o No third party exercises or threatens to exercise rights under any agreement binding on the
Bremworth Group that could materially terminate or modify a Bremworth Group interest.
o No natural disaster, accident, change of law, financial crisis, epidemic or pandemic, war,
terrorism event or other event, change, circumstance or condition occurs that has had, or could
reasonably be expected to have, a material adverse effect on the Bremworth Group as a whole.
Docusign Envelope ID: 7F3DEF0B-6993-890E-8141-C98BFCE7BABDDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

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103346.4 - 2156206
8 August 2026


Suzanne Rachel Timpson and Fairlie Ann Milne (“Shareholders”)

AGREEMENT TO ACCEPT PARTIAL TAKEOVER OFFER FOR BREMWORTH LIMITED
Takeover offer
1. Introduction: Mangawhai Collective Limited (“Mangawhai”) is considering making a partial
takeover offer under the Takeovers Code for ordinary shares of Bremworth Limited (“Shares”) which
would result in Mangawhai holding or controlling more than 50% and potentially up to 55% of the
voting rights in Bremworth on issue on the date the offer closes (“Offer”).
2. On the date Mangawhai gives notice of the Offer to Bremworth, Mangawhai will own or control
13,633,842.168 Shares, representing 19.734% of the Shares (assuming no further Shares are issued
between the date of this letter and the date on which notice is given). As at the date of this Letter, the
Shareholders hold or control 2,402,679 Shares, representing 3.48% of the total number of Shares.
3. If Mangawhai makes the Offer on terms consistent with this Letter, the Shareholders agree to accept,
or procure the acceptance of, the Offer in respect of all of the Shares held or controlled by them (or the
Shares they have the power to hold or control the sale of), on the terms set out in this Letter. A
reference to Shareholders’ Shares is a reference to Shares the Shareholders currently hold or control as
described above plus any Shares acquired by the Shareholders, or over which the Shareholders obtain
control, after the date of this Letter.
4. Offer: If Mangawhai elects to proceed with the Offer, Mangawhai will:
(a) send a takeover notice to Bremworth in compliance with Rule 41 of the Takeovers Code; and
(b) make the Offer in accordance with Rules 43 and 43B of the Takeovers Code.
5. Offer price and Offer Terms:
(a) Subject to paragraph 6, the Offer will be made at a price of not less than $0.90 per Share (as
may be adjusted in accordance with the offer terms, subject to paragraph 5(b)) and on terms
and conditions that are consistent with those customary for a partial takeover offer for entities
listed on the NZX Main Board (conditions of the nature or type summarised in the Schedule
being deemed to be customary for the purposes of this paragraph 5) (“Offer Terms”).
(b) The Offer Terms will not permit, and paragraph 6 below does not entitle Mangawhai to change
the Offer Terms to permit, Mangawhai to decrease the offer price set out in paragraph 5(a).
6. Variations: Mangawhai is entitled to:
(a) provide for the Offer to be for a greater percentage of the total voting rights in Bremworth than
the percentage specified in paragraph 1; and
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(b) make such changes to the Offer Terms as are necessary or desirable to address any matter
raised by the Takeovers Panel in respect of the Offer or Offer Terms or are permitted by Rule 44
of the Takeovers Code or by any exemption from the Takeovers Code.
After Mangawhai makes the Offer, it may vary the Offer in accordance with Rule 27 of the Takeovers
Code.
7. No obligation: Nothing in this Letter requires Mangawhai to send a takeover notice or to make the
Offer, and Mangawhai may elect not to proceed with either.
Obligations of the Shareholders
8. Acceptance of Offer: Subject to:
(a) the Offer being made by Mangawhai in accordance with this Letter; and
(b) the offer price under the Offer being not less than the value (and where expressed as a range
then not below the bottom end of any value range) assessed for each Share by the independent
adviser in its report on the Offer prepared under Rule 21 of the Takeovers Code (as adjusted, as
applicable in respect of both the offer price and assessed value, for any dividend, distribution,
issue of financial products, or Share subdivision or consolidation by Bremworth),
the Shareholders agree to accept, or procure the acceptance of, the Offer in respect of all of the Shares
in which they hold or control (or have the power to hold or control the sale of) within one working day
after the date on which the independent adviser’s report is released to NZX. The Shareholders agree
that their obligation to accept the Offer will not be affected by any permissible variation of the Offer
made in accordance with the Takeovers Code.
9. Dealings with Shares:
(a) The Shareholders agree that, unless this Letter is terminated, they will not, and will not agree or
otherwise deal with, offer or commit to, directly or indirectly, sell, transfer, grant or permit an
encumbrance or adverse interest of any nature over, or otherwise dispose of, any interest in any
of their Shares to any other person, except to accept the Offer.
(b) The Shareholders agree that, if they acquire any Shares or obtain the control of any Shares after
the date of this Letter, they will do so in compliance with all applicable law and will immediately
provide written notice to Mangawhai setting out the increased number of Shares held or
controlled by the Shareholders.
10. Warranties: The Shareholders warrant to Mangawhai that, at the date of this Letter and on the date
of the Offer:
(a) they have the legal right, authority and power to sign this Letter and to perform its obligations
under this Letter and have taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Letter;
(b) this Letter constitutes valid and binding obligations enforceable against that party in
accordance with its terms;
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(c) they are the sole legal and beneficial owner of the Shares held by them and have full power,
capacity and authority to sell those Shares; and
(d) on payment of the purchase price in accordance with the Offer, legal and beneficial title to the
Shares held by them will pass to Mangawhai free of all liens, charges, mortgages, encumbrances
and other adverse interests of any nature.
Compliance with Takeovers Code
11. Voting rights: Nothing in this Letter confers on Mangawhai the ability or right to hold or control the
voting rights attaching to the Shares, and Mangawhai will not become the holder or controller of those
voting rights except on transfer of the Shares under the Offer. The Shareholders may exercise or
control the exercise of all voting rights attached to the Shares in whatever manner they see fit until the
Shares are transferred under the Offer.
Term
12. Termination: This Letter will automatically terminate if:
(a) Mangawhai does not send a takeover notice to Bremworth within 20 working days after the date
of this Letter, unless this period is extended in accordance with clause 13;
(b) Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(c) Mangawhai withdraws the Offer in accordance with the Takeovers Code; or
(d) one of the conditions of the Offer is not satisfied or (to the extent capable of waiver) waived by
Mangawhai by the last date for the Offer to become unconditional to be included in the Offer
Terms and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code.
13. Extension: If:
(a) Mangawhai receives notice from any regulatory authority to the effect that the relevant
authority threatens to take, intends to take, or has taken, steps to prevent or delay the proposed
Offer; or
(b) a Court grants an injunction restricting, preventing or prohibiting the making or completion of
the proposed Offer,
Mangawhai and the Shareholders agree that the period in paragraph 12(a) may be extended (one or
more times) by Mangawhai by the period of time that Mangawhai considers, acting reasonably and in
good faith, necessary to enable Mangawhai to resolve the relevant matter, provided that Mangawhai
may not rely on this paragraph 13 to extend the period in paragraph 12(a) to a date that is more than
80 working days after the date of this Letter.
Docusign Envelope ID: 0275BF83-C8FD-8244-80F8-B11D9CDDA22BDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

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General
14. Disclosure: The parties acknowledge that Mangawhai is required to make disclosure of this Letter
under subpart 5 of part 5 of the Financial Markets Conduct Act 2013, and the Shareholders consent to
that disclosure.
15. Compliance with law: Nothing in this Letter must require any party to do any act or thing in
contravention of the Takeovers Code, the Financial Markets Conduct Act, or the Companies Act 1993.
If you agree to the terms set out in this Letter, please indicate your acceptance by countersigning below.
Signed as a Deed

MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:



D M Ferrier
Signature of witness


Name of witness


Occupation


City/town of residence


Docusign Envelope ID: 0275BF83-C8FD-8244-80F8-B11D9CDDA22BDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A
Matthew Wentz
Auckland
.Solicitor

103346.4 - 2156206
Pg. 5



SUZANNE RACHEL TIMPSON in the presence
of:



S R TIMPSON
Signature of witness


Name of witness


Occupation


City/town of residence
FAIRLIE ANN MILNE in the presence of:


F A MILNE
Signature of witness


Name of witness


Occupation


City/town of residence
Docusign Envelope ID: 0275BF83-C8FD-8244-80F8-B11D9CDDA22B
Jane Tuson
Psychotherapist
Auckland
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

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Schedule
• Acceptances being received by the closing date of the Offer which, together with the Shares already held
or controlled by Mangawhai, would result in Mangawhai holding or controlling:
o 55% of the Shares; or,
o if Mangawhai waives the condition above in its discretion, Mangawhai receiving acceptances to
the Offer that will result in Mangawhai holding or controlling more than 50% of the Shares,
once the Offer becomes unconditional and the Shares are transferred.
• Certain customary conditions requiring the Bremworth Group to operate in the normal and ordinary
course of business, including:
o No dividends, bonuses, distributions, Share buybacks or other payments are made on any
Shares.
o No new Shares, options, warrants, performance rights, convertible securities or other financial
products are issued.
o No change, or agreement to change, Bremworth’s capital structure.
o No alteration to the rights, benefits, entitlements or restrictions attaching to any Shares.
o No new material proceedings, claims, investigations, orders or similar matters are commenced.
o No proceedings, claims, investigations, orders or similar matters are commenced.
o No unusual or abnormal payments, no assumption of material liabilities, no unusual income tax
payments, no dealing with material assets or businesses and no unapproved capital expenditure
over a certain monetary value, or major transaction arrangements.
o No amalgamations, mergers or scheme of arrangements.
o No entry into any agreement or arrangement to which NZX Listing Rule 5.1 or 5.2 applies.
o No substantive alteration to constitutional documents or to any agreement under which Shares
or other Financial Products have been issued.
o No changes to remuneration or employment or engagement terms for directors, employees or
contractors.
o No liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed.
o No breach, default under, trigger of a review event under, acceleration payment under, or
permanent reduction in available facilities or debt under any financing arrangement.
o No board or shareholder resolution is passed to do or authorise anything prohibited by the
conditions.
o No Bremworth Group member holding or controlling voting rights in a “code company” where
it and its associates hold or control more than 20% of that company’s voting rights.
o No material payment or consideration obligation arises for directors, employees or contractors
as a result of a Bremworth Group member coming under Mangawhai’s control.
o No third party exercises or threatens to exercise rights under any agreement binding on the
Bremworth Group that could materially terminate or modify a Bremworth Group interest.
o No natural disaster, accident, change of law, financial crisis, epidemic or pandemic, war,
terrorism event or other event, change, circumstance or condition occurs that has had, or could
reasonably be expected to have, a material adverse effect on the Bremworth Group as a whole.
Docusign Envelope ID: 0275BF83-C8FD-8244-80F8-B11D9CDDA22BDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

---

103346.4 - 2162210
8 August 2026


Rural Aviation (1963) Limited (“Shareholder”)

AGREEMENT TO ACCEPT PARTIAL TAKEOVER OFFER FOR BREMWORTH LIMITED
Takeover offer
1. Introduction: Mangawhai Collective Limited (“Mangawhai”) is considering making a partial
takeover offer under the Takeovers Code for ordinary shares of Bremworth Limited (“Shares”) which
would result in Mangawhai holding or controlling more than 50% and potentially up to 55% of the
voting rights in Bremworth on issue on the date the offer closes (“Offer”).
2. On the date Mangawhai gives notice of the Offer to Bremworth, Mangawhai will own or control
13,633,842.168 Shares, representing 19.734% of the Shares (assuming no further Shares are issued
between the date of this letter and the date on which notice is given). As at the date of this Letter, the
Shareholder holds or controls 4,283,821 Shares, representing 6.20% of the total number of Shares.
3. If Mangawhai makes the Offer on terms consistent with this Letter, the Shareholder agrees to accept,
or procure the acceptance of, the Offer in respect of all of the Shares held or controlled by it (or the
Shares it has the power to hold or control the sale of), on the terms set out in this Letter. A reference to
Shareholder’s Shares is a reference to Shares the Shareholder currently holds or controls as described
above plus any Shares acquired by the Shareholder, or over which the Shareholder obtains control,
after the date of this Letter.
4. Offer: If Mangawhai elects to proceed with the Offer, Mangawhai will:
(a) send a takeover notice to Bremworth in compliance with Rule 41 of the Takeovers Code; and
(b) make the Offer in accordance with Rules 43 and 43B of the Takeovers Code.
5. Offer price and Offer Terms:
(a) Subject to paragraph 6, the Offer will be made at a price of not less than $0.90 per Share (as
may be adjusted in accordance with the offer terms, subject to paragraph 5(b)) and on terms
and conditions that are consistent with those customary for a partial takeover offer for entities
listed on the NZX Main Board (conditions of the nature or type summarised in the Schedule
being deemed to be customary for the purposes of this paragraph 5) (“Offer Terms”).
(b) The Offer Terms will not permit, and paragraph 6 below does not entitle Mangawhai to change
the Offer Terms to permit, Mangawhai to decrease the offer price set out in paragraph 5(a).
6. Variations: Mangawhai is entitled to:
(a) provide for the Offer to be for a greater percentage of the total voting rights in Bremworth than
the percentage specified in paragraph 1; and
Docusign Envelope ID: D48FBDA1-9718-8B2D-80B2-F94D1A61BB9ADocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162210
Pg. 2
(b) make such changes to the Offer Terms as are necessary or desirable to address any matter
raised by the Takeovers Panel in respect of the Offer or Offer Terms or are permitted by Rule 44
of the Takeovers Code or by any exemption from the Takeovers Code.
After Mangawhai makes the Offer, it may vary the Offer in accordance with Rule 27 of the Takeovers
Code.
7. No obligation: Nothing in this Letter requires Mangawhai to send a takeover notice or to make the
Offer, and Mangawhai may elect not to proceed with either.
Obligations of the Shareholder
8. Acceptance of Offer: Subject to:
(a) the Offer being made by Mangawhai in accordance with this Letter; and
(b) the offer price under the Offer being not less than the value (and where expressed as a range
then not below the bottom end of any value range) assessed for each Share by the independent
adviser in its report on the Offer prepared under Rule 21 of the Takeovers Code (as adjusted, as
applicable in respect of both the offer price and assessed value, for any dividend, distribution,
issue of financial products, or Share subdivision or consolidation by Bremworth),
the Shareholder agrees to accept, or procure the acceptance of, the Offer in respect of all of the Shares
in which it holds or controls (or has the power to hold or control the sale of) within one working day
after the date on which the independent adviser’s report is released to NZX. The Shareholder agrees
that its obligation to accept the Offer will not be affected by any permissible variation of the Offer made
in accordance with the Takeovers Code.
9. Dealings with Shares:
(a) The Shareholder agrees that, unless this Letter is terminated, it will not, and will not agree or
otherwise deal with, offer or commit to, directly or indirectly, sell, transfer, grant or permit an
encumbrance or adverse interest of any nature over, or otherwise dispose of, any interest in any
of its Shares to any other person, except to accept the Offer.
(b) The Shareholder agrees that, if it acquires any Shares or obtains the control of any Shares after
the date of this Letter, it will do so in compliance with all applicable law and will immediately
provide written notice to Mangawhai setting out the increased number of Shares held or
controlled by the Shareholder.
10. Warranties: The Shareholder warrants to Mangawhai that, at the date of this Letter and on the date
of the Offer:
(a) it has the legal right, authority and power to sign this Letter and to perform its obligations
under this Letter and has taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Letter;
(b) this Letter constitutes valid and binding obligations enforceable against that party in
accordance with its terms;
Docusign Envelope ID: D48FBDA1-9718-8B2D-80B2-F94D1A61BB9ADocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162210
Pg. 3
(c) it is the sole legal and beneficial owner of the Shares held by it and has full power, capacity and
authority to sell those Shares; and
(d) on payment of the purchase price in accordance with the Offer, legal and beneficial title to the
Shares held by it will pass to Mangawhai free of all liens, charges, mortgages, encumbrances
and other adverse interests of any nature.
Compliance with Takeovers Code
11. Voting rights: Nothing in this Letter confers on Mangawhai the ability or right to hold or control the
voting rights attaching to the Shares, and Mangawhai will not become the holder or controller of those
voting rights except on transfer of the Shares under the Offer. The Shareholder may exercise or control
the exercise of all voting rights attached to the Shares in whatever manner it sees fit until the Shares
are transferred under the Offer.
Term
12. Termination: This Letter will automatically terminate if:
(a) Mangawhai does not send a takeover notice to Bremworth within 20 working days after the date
of this Letter, unless this period is extended in accordance with clause 13;
(b) Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(c) Mangawhai withdraws the Offer in accordance with the Takeovers Code; or
(d) one of the conditions of the Offer is not satisfied or (to the extent capable of waiver) waived by
Mangawhai by the last date for the Offer to become unconditional to be included in the Offer
Terms and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code.
13. Extension: If:
(a) Mangawhai receives notice from any regulatory authority to the effect that the relevant
authority threatens to take, intends to take, or has taken, steps to prevent or delay the proposed
Offer; or
(b) a Court grants an injunction restricting, preventing or prohibiting the making or completion of
the proposed Offer,
Mangawhai and the Shareholder agree that the period in paragraph 12(a) may be extended (one or
more times) by Mangawhai by the period of time that Mangawhai considers, acting reasonably and in
good faith, necessary to enable Mangawhai to resolve the relevant matter, provided that Mangawhai
may not rely on this paragraph 13 to extend the period in paragraph 12(a) to a date that is more than
80 working days after the date of this Letter.
Docusign Envelope ID: D48FBDA1-9718-8B2D-80B2-F94D1A61BB9ADocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162210
Pg. 4
General
14. Disclosure: The parties acknowledge that Mangawhai is required to make disclosure of this Letter
under subpart 5 of part 5 of the Financial Markets Conduct Act 2013, and the Shareholder consents to
that disclosure.
15. Compliance with law: Nothing in this Letter must require any party to do any act or thing in
contravention of the Takeovers Code, the Financial Markets Conduct Act, or the Companies Act 1993.
If you agree to the terms set out in this Letter, please indicate your acceptance by countersigning below.
Signed as a Deed
MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:



D M Ferrier
Signature of witness


Name of witness


Occupation


City/town of residence



RURAL AVIATION (1963) LIMITED by:



Q BIEL

G C W BIEL
Docusign Envelope ID: D48FBDA1-9718-8B2D-80B2-F94D1A61BB9ADocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A
.Solicitor
Auckland
Matthew Wentz

103346.4 - 2162210
Pg. 5
Schedule
• Acceptances being received by the closing date of the Offer which, together with the Shares already held
or controlled by Mangawhai, would result in Mangawhai holding or controlling:
o 55% of the Shares; or,
o if Mangawhai waives the condition above in its discretion, Mangawhai receiving acceptances to
the Offer that will result in Mangawhai holding or controlling more than 50% of the Shares,
once the Offer becomes unconditional and the Shares are transferred.
• Certain customary conditions requiring the Bremworth Group to operate in the normal and ordinary
course of business, including:
o No dividends, bonuses, distributions, Share buybacks or other payments are made on any
Shares.
o No new Shares, options, warrants, performance rights, convertible securities or other financial
products are issued.
o No change, or agreement to change, Bremworth’s capital structure.
o No alteration to the rights, benefits, entitlements or restrictions attaching to any Shares.
o No new material proceedings, claims, investigations, orders or similar matters are commenced.
o No proceedings, claims, investigations, orders or similar matters are commenced.
o No unusual or abnormal payments, no assumption of material liabilities, no unusual income tax
payments, no dealing with material assets or businesses and no unapproved capital expenditure
over a certain monetary value, or major transaction arrangements.
o No amalgamations, mergers or scheme of arrangements.
o No entry into any agreement or arrangement to which NZX Listing Rule 5.1 or 5.2 applies.
o No substantive alteration to constitutional documents or to any agreement under which Shares
or other Financial Products have been issued.
o No changes to remuneration or employment or engagement terms for directors, employees or
contractors.
o No liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed.
o No breach, default under, trigger of a review event under, acceleration payment under, or
permanent reduction in available facilities or debt under any financing arrangement.
o No board or shareholder resolution is passed to do or authorise anything prohibited by the
conditions.
o No Bremworth Group member holding or controlling voting rights in a “code company” where
it and its associates hold or control more than 20% of that company’s voting rights.
o No material payment or consideration obligation arises for directors, employees or contractors
as a result of a Bremworth Group member coming under Mangawhai’s control.
o No third party exercises or threatens to exercise rights under any agreement binding on the
Bremworth Group that could materially terminate or modify a Bremworth Group interest.
o No natural disaster, accident, change of law, financial crisis, epidemic or pandemic, war,
terrorism event or other event, change, circumstance or condition occurs that has had, or could
reasonably be expected to have, a material adverse effect on the Bremworth Group as a whole.
Docusign Envelope ID: D48FBDA1-9718-8B2D-80B2-F94D1A61BB9ADocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

---

103346.4 - 2162277
8 August 2026


Neil Douglas Waites (“Shareholder”)

AGREEMENT TO ACCEPT PARTIAL TAKEOVER OFFER FOR BREMWORTH LIMITED
Takeover offer
1. Introduction: Mangawhai Collective Limited (“Mangawhai”) is considering making a partial
takeover offer under the Takeovers Code for ordinary shares of Bremworth Limited (“Shares”) which
would result in Mangawhai holding or controlling more than 50% and potentially up to 55% of the
voting rights in Bremworth on issue on the date the offer closes (“Offer”).
2. On the date Mangawhai gives notice of the Offer to Bremworth, Mangawhai will own or control
13,633,842.168 Shares, representing 19.734% of the Shares (assuming no further Shares are issued
between the date of this letter and the date on which notice is given). As at the date of this Letter, the
Shareholder holds or controls 738,467 Shares, representing 1.07% of the total number of Shares.
3. If Mangawhai makes the Offer on terms consistent with this Letter, the Shareholder agrees to accept,
or procure the acceptance of, the Offer in respect of all of the Shares held or controlled by it (or the
Shares it has the power to hold or control the sale of), on the terms set out in this Letter. A reference to
Shareholder’s Shares is a reference to Shares the Shareholder currently holds or controls as described
above plus any Shares acquired by the Shareholder, or over which the Shareholder obtains control,
after the date of this Letter.
4. Offer: If Mangawhai elects to proceed with the Offer, Mangawhai will:
(a) send a takeover notice to Bremworth in compliance with Rule 41 of the Takeovers Code; and
(b) make the Offer in accordance with Rules 43 and 43B of the Takeovers Code.
5. Offer price and Offer Terms:
(a) Subject to paragraph 6, the Offer will be made at a price of not less than $0.90 per Share (as
may be adjusted in accordance with the offer terms, subject to paragraph 5(b)) and on terms
and conditions that are consistent with those customary for a partial takeover offer for entities
listed on the NZX Main Board (conditions of the nature or type summarised in the Schedule
being deemed to be customary for the purposes of this paragraph 5) (“Offer Terms”).
(b) The Offer Terms will not permit, and paragraph 6 below does not entitle Mangawhai to change
the Offer Terms to permit, Mangawhai to decrease the offer price set out in paragraph 5(a).
6. Variations: Mangawhai is entitled to:
(a) provide for the Offer to be for a greater percentage of the total voting rights in Bremworth than
the percentage specified in paragraph 1; and
Docusign Envelope ID: 319A1F28-D19C-844D-80A4-B05C671C2798Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162277
Pg. 2
(b) make such changes to the Offer Terms as are necessary or desirable to address any matter
raised by the Takeovers Panel in respect of the Offer or Offer Terms or are permitted by Rule 44
of the Takeovers Code or by any exemption from the Takeovers Code.
After Mangawhai makes the Offer, it may vary the Offer in accordance with Rule 27 of the Takeovers
Code.
7. No obligation: Nothing in this Letter requires Mangawhai to send a takeover notice or to make the
Offer, and Mangawhai may elect not to proceed with either.
Obligations of the Shareholder
8. Acceptance of Offer: Subject to:
(a) the Offer being made by Mangawhai in accordance with this Letter; and
(b) the offer price under the Offer being not less than the value (and where expressed as a range
then not below the bottom end of any value range) assessed for each Share by the independent
adviser in its report on the Offer prepared under Rule 21 of the Takeovers Code (as adjusted, as
applicable in respect of both the offer price and assessed value, for any dividend, distribution,
issue of financial products, or Share subdivision or consolidation by Bremworth),
the Shareholder agrees to accept, or procure the acceptance of, the Offer in respect of all of the Shares
in which it holds or controls (or has the power to hold or control the sale of) within one working day
after the date on which the independent adviser’s report is released to NZX. The Shareholder agrees
that its obligation to accept the Offer will not be affected by any permissible variation of the Offer made
in accordance with the Takeovers Code.
9. Dealings with Shares:
(a) The Shareholder agrees that, unless this Letter is terminated, it will not, and will not agree or
otherwise deal with, offer or commit to, directly or indirectly, sell, transfer, grant or permit an
encumbrance or adverse interest of any nature over, or otherwise dispose of, any interest in any
of its Shares to any other person, except to accept the Offer.
(b) The Shareholder agrees that, if it acquires any Shares or obtains the control of any Shares after
the date of this Letter, it will do so in compliance with all applicable law and will immediately
provide written notice to Mangawhai setting out the increased number of Shares held or
controlled by the Shareholder.
10. Warranties: The Shareholder warrants to Mangawhai that, at the date of this Letter and on the date
of the Offer:
(a) it has the legal right, authority and power to sign this Letter and to perform its obligations
under this Letter and has taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Letter;
(b) this Letter constitutes valid and binding obligations enforceable against that party in
accordance with its terms;
Docusign Envelope ID: 319A1F28-D19C-844D-80A4-B05C671C2798Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162277
Pg. 3
(c) it is the sole legal and beneficial owner of the Shares held by it and has full power, capacity and
authority to sell those Shares; and
(d) on payment of the purchase price in accordance with the Offer, legal and beneficial title to the
Shares held by it will pass to Mangawhai free of all liens, charges, mortgages, encumbrances
and other adverse interests of any nature.
Compliance with Takeovers Code
11. Voting rights: Nothing in this Letter confers on Mangawhai the ability or right to hold or control the
voting rights attaching to the Shares, and Mangawhai will not become the holder or controller of those
voting rights except on transfer of the Shares under the Offer. The Shareholder may exercise or control
the exercise of all voting rights attached to the Shares in whatever manner it sees fit until the Shares
are transferred under the Offer.
Term
12. Termination: This Letter will automatically terminate if:
(a) Mangawhai does not send a takeover notice to Bremworth within 20 working days after the date
of this Letter, unless this period is extended in accordance with clause 13;
(b) Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(c) Mangawhai withdraws the Offer in accordance with the Takeovers Code; or
(d) one of the conditions of the Offer is not satisfied or (to the extent capable of waiver) waived by
Mangawhai by the last date for the Offer to become unconditional to be included in the Offer
Terms and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code.
13. Extension: If:
(a) Mangawhai receives notice from any regulatory authority to the effect that the relevant
authority threatens to take, intends to take, or has taken, steps to prevent or delay the proposed
Offer; or
(b) a Court grants an injunction restricting, preventing or prohibiting the making or completion of
the proposed Offer,
Mangawhai and the Shareholder agree that the period in paragraph 12(a) may be extended (one or
more times) by Mangawhai by the period of time that Mangawhai considers, acting reasonably and in
good faith, necessary to enable Mangawhai to resolve the relevant matter, provided that Mangawhai
may not rely on this paragraph 13 to extend the period in paragraph 12(a) to a date that is more than
80 working days after the date of this Letter.
Docusign Envelope ID: 319A1F28-D19C-844D-80A4-B05C671C2798Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162277
Pg. 4
General
14. Disclosure: The parties acknowledge that Mangawhai is required to make disclosure of this Letter
under subpart 5 of part 5 of the Financial Markets Conduct Act 2013, and the Shareholder consents to
that disclosure.
15. Compliance with law: Nothing in this Letter must require any party to do any act or thing in
contravention of the Takeovers Code, the Financial Markets Conduct Act, or the Companies Act 1993.
If you agree to the terms set out in this Letter, please indicate your acceptance by countersigning below.
Signed as a Deed
MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:



D M Ferrier
Signature of witness


Name of witness


Occupation


City/town of residence



NEIL DOUGLAS WAITES in the presence of:


N D Waites
Signature of witness


Name of witness


Occupation


City/town of residence
Docusign Envelope ID: 319A1F28-D19C-844D-80A4-B05C671C2798
david Waites
Tauranga
Quantity Surveyor
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A
.Solicitor
Auckland
Matthew Wentz

103346.4 - 2162277
Pg. 5
Schedule
• Acceptances being received by the closing date of the Offer which, together with the Shares already held
or controlled by Mangawhai, would result in Mangawhai holding or controlling:
o 55% of the Shares; or,
o if Mangawhai waives the condition above in its discretion, Mangawhai receiving acceptances to
the Offer that will result in Mangawhai holding or controlling more than 50% of the Shares,
once the Offer becomes unconditional and the Shares are transferred.
• Certain customary conditions requiring the Bremworth Group to operate in the normal and ordinary
course of business, including:
o No dividends, bonuses, distributions, Share buybacks or other payments are made on any
Shares.
o No new Shares, options, warrants, performance rights, convertible securities or other financial
products are issued.
o No change, or agreement to change, Bremworth’s capital structure.
o No alteration to the rights, benefits, entitlements or restrictions attaching to any Shares.
o No new material proceedings, claims, investigations, orders or similar matters are commenced.
o No proceedings, claims, investigations, orders or similar matters are commenced.
o No unusual or abnormal payments, no assumption of material liabilities, no unusual income tax
payments, no dealing with material assets or businesses and no unapproved capital expenditure
over a certain monetary value, or major transaction arrangements.
o No amalgamations, mergers or scheme of arrangements.
o No entry into any agreement or arrangement to which NZX Listing Rule 5.1 or 5.2 applies.
o No substantive alteration to constitutional documents or to any agreement under which Shares
or other Financial Products have been issued.
o No changes to remuneration or employment or engagement terms for directors, employees or
contractors.
o No liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed.
o No breach, default under, trigger of a review event under, acceleration payment under, or
permanent reduction in available facilities or debt under any financing arrangement.
o No board or shareholder resolution is passed to do or authorise anything prohibited by the
conditions.
o No Bremworth Group member holding or controlling voting rights in a “code company” where
it and its associates hold or control more than 20% of that company’s voting rights.
o No material payment or consideration obligation arises for directors, employees or contractors
as a result of a Bremworth Group member coming under Mangawhai’s control.
o No third party exercises or threatens to exercise rights under any agreement binding on the
Bremworth Group that could materially terminate or modify a Bremworth Group interest.
o No natural disaster, accident, change of law, financial crisis, epidemic or pandemic, war,
terrorism event or other event, change, circumstance or condition occurs that has had, or could
reasonably be expected to have, a material adverse effect on the Bremworth Group as a whole.
Docusign Envelope ID: 319A1F28-D19C-844D-80A4-B05C671C2798Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

---

103346.4 - 2162276
8 August 2026


Maosong Zhang (“Shareholder”)

AGREEMENT TO ACCEPT PARTIAL TAKEOVER OFFER FOR BREMWORTH LIMITED
Takeover offer
1. Introduction: Mangawhai Collective Limited (“Mangawhai”) is considering making a partial
takeover offer under the Takeovers Code for ordinary shares of Bremworth Limited (“Shares”) which
would result in Mangawhai holding or controlling more than 50% and potentially up to 55% of the
voting rights in Bremworth on issue on the date the offer closes (“Offer”).
2. On the date Mangawhai gives notice of the Offer to Bremworth, Mangawhai will own or control
13,633,842.168 Shares, representing 19.734% of the Shares (assuming no further Shares are issued
between the date of this letter and the date on which notice is given). As at the date of this Letter, the
Shareholder holds or controls 200,757 Shares, representing 0.29% of the total number of Shares.
3. If Mangawhai makes the Offer on terms consistent with this Letter, the Shareholder agrees to accept,
or procure the acceptance of, the Offer in respect of all of the Shares held or controlled by it (or the
Shares it has the power to hold or control the sale of), on the terms set out in this Letter. A reference to
Shareholder’s Shares is a reference to Shares the Shareholder currently holds or controls as described
above plus any Shares acquired by the Shareholder, or over which the Shareholder obtains control,
after the date of this Letter.
4. Offer: If Mangawhai elects to proceed with the Offer, Mangawhai will:
(a) send a takeover notice to Bremworth in compliance with Rule 41 of the Takeovers Code; and
(b) make the Offer in accordance with Rules 43 and 43B of the Takeovers Code.
5. Offer price and Offer Terms:
(a) Subject to paragraph 6, the Offer will be made at a price of not less than $0.90 per Share (as
may be adjusted in accordance with the offer terms, subject to paragraph 5(b)) and on terms
and conditions that are consistent with those customary for a partial takeover offer for entities
listed on the NZX Main Board (conditions of the nature or type summarised in the Schedule
being deemed to be customary for the purposes of this paragraph 5) (“Offer Terms”).
(b) The Offer Terms will not permit, and paragraph 6 below does not entitle Mangawhai to change
the Offer Terms to permit, Mangawhai to decrease the offer price set out in paragraph 5(a).
6. Variations: Mangawhai is entitled to:
(a) provide for the Offer to be for a greater percentage of the total voting rights in Bremworth than
the percentage specified in paragraph 1; and
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162276
Pg. 2
(b) make such changes to the Offer Terms as are necessary or desirable to address any matter
raised by the Takeovers Panel in respect of the Offer or Offer Terms or are permitted by Rule 44
of the Takeovers Code or by any exemption from the Takeovers Code.
After Mangawhai makes the Offer, it may vary the Offer in accordance with Rule 27 of the Takeovers
Code.
7. No obligation: Nothing in this Letter requires Mangawhai to send a takeover notice or to make the
Offer, and Mangawhai may elect not to proceed with either.
Obligations of the Shareholder
8. Acceptance of Offer: Subject to:
(a) the Offer being made by Mangawhai in accordance with this Letter; and
(b) the offer price under the Offer being not less than the value (and where expressed as a range
then not below the bottom end of any value range) assessed for each Share by the independent
adviser in its report on the Offer prepared under Rule 21 of the Takeovers Code (as adjusted, as
applicable in respect of both the offer price and assessed value, for any dividend, distribution,
issue of financial products, or Share subdivision or consolidation by Bremworth),
the Shareholder agrees to accept, or procure the acceptance of, the Offer in respect of all of the Shares
in which it holds or controls (or has the power to hold or control the sale of) within one working day
after the date on which the independent adviser’s report is released to NZX. The Shareholder agrees
that its obligation to accept the Offer will not be affected by any permissible variation of the Offer made
in accordance with the Takeovers Code.
9. Dealings with Shares:
(a) The Shareholder agrees that, unless this Letter is terminated, it will not, and will not agree or
otherwise deal with, offer or commit to, directly or indirectly, sell, transfer, grant or permit an
encumbrance or adverse interest of any nature over, or otherwise dispose of, any interest in any
of its Shares to any other person, except to accept the Offer.
(b) The Shareholder agrees that, if it acquires any Shares or obtains the control of any Shares after
the date of this Letter, it will do so in compliance with all applicable law and will immediately
provide written notice to Mangawhai setting out the increased number of Shares held or
controlled by the Shareholder.
10. Warranties: The Shareholder warrants to Mangawhai that, at the date of this Letter and on the date
of the Offer:
(a) it has the legal right, authority and power to sign this Letter and to perform its obligations
under this Letter and has taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Letter;
(b) this Letter constitutes valid and binding obligations enforceable against that party in
accordance with its terms;
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162276
Pg. 3
(c) it is the sole legal and beneficial owner of the Shares held by it and has full power, capacity and
authority to sell those Shares; and
(d) on payment of the purchase price in accordance with the Offer, legal and beneficial title to the
Shares held by it will pass to Mangawhai free of all liens, charges, mortgages, encumbrances
and other adverse interests of any nature.
Compliance with Takeovers Code
11. Voting rights: Nothing in this Letter confers on Mangawhai the ability or right to hold or control the
voting rights attaching to the Shares, and Mangawhai will not become the holder or controller of those
voting rights except on transfer of the Shares under the Offer. The Shareholder may exercise or control
the exercise of all voting rights attached to the Shares in whatever manner it sees fit until the Shares
are transferred under the Offer.
Term
12. Termination: This Letter will automatically terminate if:
(a) Mangawhai does not send a takeover notice to Bremworth within 20 working days after the date
of this Letter, unless this period is extended in accordance with clause 13;
(b) Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(c) Mangawhai withdraws the Offer in accordance with the Takeovers Code; or
(d) one of the conditions of the Offer is not satisfied or (to the extent capable of waiver) waived by
Mangawhai by the last date for the Offer to become unconditional to be included in the Offer
Terms and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code.
13. Extension: If:
(a) Mangawhai receives notice from any regulatory authority to the effect that the relevant
authority threatens to take, intends to take, or has taken, steps to prevent or delay the proposed
Offer; or
(b) a Court grants an injunction restricting, preventing or prohibiting the making or completion of
the proposed Offer,
Mangawhai and the Shareholder agree that the period in paragraph 12(a) may be extended (one or
more times) by Mangawhai by the period of time that Mangawhai considers, acting reasonably and in
good faith, necessary to enable Mangawhai to resolve the relevant matter, provided that Mangawhai
may not rely on this paragraph 13 to extend the period in paragraph 12(a) to a date that is more than
80 working days after the date of this Letter.
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162276
Pg. 4
General
14. Disclosure: The parties acknowledge that Mangawhai is required to make disclosure of this Letter
under subpart 5 of part 5 of the Financial Markets Conduct Act 2013, and the Shareholder consents to
that disclosure.
15. Compliance with law: Nothing in this Letter must require any party to do any act or thing in
contravention of the Takeovers Code, the Financial Markets Conduct Act, or the Companies Act 1993.
If you agree to the terms set out in this Letter, please indicate your acceptance by countersigning below.
Signed as a Deed
MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:



D M Ferrier
Signature of witness


Name of witness


Occupation


City/town of residence



MAOSONG ZHANG in the presence of:


M Zhang
Signature of witness


Name of witness


Occupation


City/town of residence
Fei Zhao
Accountant
Auckland
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A
Matthew Wentz
Auckland
.Solicitor

103346.4 - 2162276
Pg. 5
Schedule
• Acceptances being received by the closing date of the Offer which, together with the Shares already held
or controlled by Mangawhai, would result in Mangawhai holding or controlling:
o 55% of the Shares; or,
o if Mangawhai waives the condition above in its discretion, Mangawhai receiving acceptances to
the Offer that will result in Mangawhai holding or controlling more than 50% of the Shares,
once the Offer becomes unconditional and the Shares are transferred.
• Certain customary conditions requiring the Bremworth Group to operate in the normal and ordinary
course of business, including:
o No dividends, bonuses, distributions, Share buybacks or other payments are made on any
Shares.
o No new Shares, options, warrants, performance rights, convertible securities or other financial
products are issued.
o No change, or agreement to change, Bremworth’s capital structure.
o No alteration to the rights, benefits, entitlements or restrictions attaching to any Shares.
o No new material proceedings, claims, investigations, orders or similar matters are commenced.
o No proceedings, claims, investigations, orders or similar matters are commenced.
o No unusual or abnormal payments, no assumption of material liabilities, no unusual income tax
payments, no dealing with material assets or businesses and no unapproved capital expenditure
over a certain monetary value, or major transaction arrangements.
o No amalgamations, mergers or scheme of arrangements.
o No entry into any agreement or arrangement to which NZX Listing Rule 5.1 or 5.2 applies.
o No substantive alteration to constitutional documents or to any agreement under which Shares
or other Financial Products have been issued.
o No changes to remuneration or employment or engagement terms for directors, employees or
contractors.
o No liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed.
o No breach, default under, trigger of a review event under, acceleration payment under, or
permanent reduction in available facilities or debt under any financing arrangement.
o No board or shareholder resolution is passed to do or authorise anything prohibited by the
conditions.
o No Bremworth Group member holding or controlling voting rights in a “code company” where
it and its associates hold or control more than 20% of that company’s voting rights.
o No material payment or consideration obligation arises for directors, employees or contractors
as a result of a Bremworth Group member coming under Mangawhai’s control.
o No third party exercises or threatens to exercise rights under any agreement binding on the
Bremworth Group that could materially terminate or modify a Bremworth Group interest.
o No natural disaster, accident, change of law, financial crisis, epidemic or pandemic, war,
terrorism event or other event, change, circumstance or condition occurs that has had, or could
reasonably be expected to have, a material adverse effect on the Bremworth Group as a whole.
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

---

103346.4 - 2162209
8 August 2026


Matthew Timpson (“Shareholder”)

AGREEMENT TO ACCEPT PARTIAL TAKEOVER OFFER FOR BREMWORTH LIMITED
Takeover offer
1. Introduction: Mangawhai Collective Limited (“Mangawhai”) is considering making a partial
takeover offer under the Takeovers Code for ordinary shares of Bremworth Limited (“Shares”) which
would result in Mangawhai holding or controlling more than 50% and potentially up to 55% of the
voting rights in Bremworth on issue on the date the offer closes (“Offer”).
2. On the date Mangawhai gives notice of the Offer to Bremworth, Mangawhai will own or control
13,633,842.168 Shares, representing 19.734% of the Shares (assuming no further Shares are issued
between the date of this letter and the date on which notice is given). As at the date of this Letter, the
Shareholder holds or controls 2,402,679 Shares, representing 3.48% of the total number of Shares.
3. If Mangawhai makes the Offer on terms consistent with this Letter, the Shareholder agrees to accept,
or procure the acceptance of, the Offer in respect of all of the Shares held or controlled by it (or the
Shares it has the power to hold or control the sale of), on the terms set out in this Letter. A reference to
Shareholder’s Shares is a reference to Shares the Shareholder currently holds or controls as described
above plus any Shares acquired by the Shareholder, or over which the Shareholder obtains control,
after the date of this Letter.
4. Offer: If Mangawhai elects to proceed with the Offer, Mangawhai will:
(a) send a takeover notice to Bremworth in compliance with Rule 41 of the Takeovers Code; and
(b) make the Offer in accordance with Rules 43 and 43B of the Takeovers Code.
5. Offer price and Offer Terms:
(a) Subject to paragraph 6, the Offer will be made at a price of not less than $0.90 per Share (as
may be adjusted in accordance with the offer terms, subject to paragraph 5(b)) and on terms
and conditions that are consistent with those customary for a partial takeover offer for entities
listed on the NZX Main Board (conditions of the nature or type summarised in the Schedule
being deemed to be customary for the purposes of this paragraph 5) (“Offer Terms”).
(b) The Offer Terms will not permit, and paragraph 6 below does not entitle Mangawhai to change
the Offer Terms to permit, Mangawhai to decrease the offer price set out in paragraph 5(a).
6. Variations: Mangawhai is entitled to:
(a) provide for the Offer to be for a greater percentage of the total voting rights in Bremworth than
the percentage specified in paragraph 1; and
Docusign Envelope ID: 4B426F55-9A3A-8355-813E-3172163A5ECBDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162209
Pg. 2
(b) make such changes to the Offer Terms as are necessary or desirable to address any matter
raised by the Takeovers Panel in respect of the Offer or Offer Terms or are permitted by Rule 44
of the Takeovers Code or by any exemption from the Takeovers Code.
After Mangawhai makes the Offer, it may vary the Offer in accordance with Rule 27 of the Takeovers
Code.
7. No obligation: Nothing in this Letter requires Mangawhai to send a takeover notice or to make the
Offer, and Mangawhai may elect not to proceed with either.
Obligations of the Shareholder
8. Acceptance of Offer: Subject to:
(a) the Offer being made by Mangawhai in accordance with this Letter; and
(b) the offer price under the Offer being not less than the value (and where expressed as a range
then not below the bottom end of any value range) assessed for each Share by the independent
adviser in its report on the Offer prepared under Rule 21 of the Takeovers Code (as adjusted, as
applicable in respect of both the offer price and assessed value, for any dividend, distribution,
issue of financial products, or Share subdivision or consolidation by Bremworth),
the Shareholder agrees to accept, or procure the acceptance of, the Offer in respect of all of the Shares
in which it holds or controls (or has the power to hold or control the sale of) within one working day
after the date on which the independent adviser’s report is released to NZX. The Shareholder agrees
that its obligation to accept the Offer will not be affected by any permissible variation of the Offer made
in accordance with the Takeovers Code.
9. Dealings with Shares:
(a) The Shareholder agrees that, unless this Letter is terminated, it will not, and will not agree or
otherwise deal with, offer or commit to, directly or indirectly, sell, transfer, grant or permit an
encumbrance or adverse interest of any nature over, or otherwise dispose of, any interest in any
of its Shares to any other person, except to accept the Offer.
(b) The Shareholder agrees that, if it acquires any Shares or obtains the control of any Shares after
the date of this Letter, it will do so in compliance with all applicable law and will immediately
provide written notice to Mangawhai setting out the increased number of Shares held or
controlled by the Shareholder.
10. Warranties: The Shareholder warrants to Mangawhai that, at the date of this Letter and on the date
of the Offer:
(a) it has the legal right, authority and power to sign this Letter and to perform its obligations
under this Letter and has taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Letter;
(b) this Letter constitutes valid and binding obligations enforceable against that party in
accordance with its terms;
Docusign Envelope ID: 4B426F55-9A3A-8355-813E-3172163A5ECBDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162209
Pg. 3
(c) it is the sole legal and beneficial owner of the Shares held by it and has full power, capacity and
authority to sell those Shares; and
(d) on payment of the purchase price in accordance with the Offer, legal and beneficial title to the
Shares held by it will pass to Mangawhai free of all liens, charges, mortgages, encumbrances
and other adverse interests of any nature.
Compliance with Takeovers Code
11. Voting rights: Nothing in this Letter confers on Mangawhai the ability or right to hold or control the
voting rights attaching to the Shares, and Mangawhai will not become the holder or controller of those
voting rights except on transfer of the Shares under the Offer. The Shareholder may exercise or control
the exercise of all voting rights attached to the Shares in whatever manner it sees fit until the Shares
are transferred under the Offer.
Term
12. Termination: This Letter will automatically terminate if:
(a) Mangawhai does not send a takeover notice to Bremworth within 20 working days after the date
of this Letter, unless this period is extended in accordance with clause 13;
(b) Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(c) Mangawhai withdraws the Offer in accordance with the Takeovers Code; or
(d) one of the conditions of the Offer is not satisfied or (to the extent capable of waiver) waived by
Mangawhai by the last date for the Offer to become unconditional to be included in the Offer
Terms and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code.
13. Extension: If:
(a) Mangawhai receives notice from any regulatory authority to the effect that the relevant
authority threatens to take, intends to take, or has taken, steps to prevent or delay the proposed
Offer; or
(b) a Court grants an injunction restricting, preventing or prohibiting the making or completion of
the proposed Offer,
Mangawhai and the Shareholder agree that the period in paragraph 12(a) may be extended (one or
more times) by Mangawhai by the period of time that Mangawhai considers, acting reasonably and in
good faith, necessary to enable Mangawhai to resolve the relevant matter, provided that Mangawhai
may not rely on this paragraph 13 to extend the period in paragraph 12(a) to a date that is more than
80 working days after the date of this Letter.
Docusign Envelope ID: 4B426F55-9A3A-8355-813E-3172163A5ECBDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162209
Pg. 4
General
14. Disclosure: The parties acknowledge that Mangawhai is required to make disclosure of this Letter
under subpart 5 of part 5 of the Financial Markets Conduct Act 2013, and the Shareholder consents to
that disclosure.
15. Compliance with law: Nothing in this Letter must require any party to do any act or thing in
contravention of the Takeovers Code, the Financial Markets Conduct Act, or the Companies Act 1993.
If you agree to the terms set out in this Letter, please indicate your acceptance by countersigning below.
Signed as a Deed
MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:



D M Ferrier
Signature of witness


Name of witness


Occupation


City/town of residence

MATTHEW TIMPSON in the presence of:


M Timpson
Signature of witness


Name of witness


Occupation


City/town of residence

Docusign Envelope ID: 4B426F55-9A3A-8355-813E-3172163A5ECB
Cinema Manager
Billie Rogers
Auckland
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A
.Solicitor
Auckland
Matthew Wentz

103346.4 - 2162209
Pg. 5
Schedule
• Acceptances being received by the closing date of the Offer which, together with the Shares already held
or controlled by Mangawhai, would result in Mangawhai holding or controlling:
o 55% of the Shares; or,
o if Mangawhai waives the condition above in its discretion, Mangawhai receiving acceptances to
the Offer that will result in Mangawhai holding or controlling more than 50% of the Shares,
once the Offer becomes unconditional and the Shares are transferred.
• Certain customary conditions requiring the Bremworth Group to operate in the normal and ordinary
course of business, including:
o No dividends, bonuses, distributions, Share buybacks or other payments are made on any
Shares.
o No new Shares, options, warrants, performance rights, convertible securities or other financial
products are issued.
o No change, or agreement to change, Bremworth’s capital structure.
o No alteration to the rights, benefits, entitlements or restrictions attaching to any Shares.
o No new material proceedings, claims, investigations, orders or similar matters are commenced.
o No proceedings, claims, investigations, orders or similar matters are commenced.
o No unusual or abnormal payments, no assumption of material liabilities, no unusual income tax
payments, no dealing with material assets or businesses and no unapproved capital expenditure
over a certain monetary value, or major transaction arrangements.
o No amalgamations, mergers or scheme of arrangements.
o No entry into any agreement or arrangement to which NZX Listing Rule 5.1 or 5.2 applies.
o No substantive alteration to constitutional documents or to any agreement under which Shares
or other Financial Products have been issued.
o No changes to remuneration or employment or engagement terms for directors, employees or
contractors.
o No liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed.
o No breach, default under, trigger of a review event under, acceleration payment under, or
permanent reduction in available facilities or debt under any financing arrangement.
o No board or shareholder resolution is passed to do or authorise anything prohibited by the
conditions.
o No Bremworth Group member holding or controlling voting rights in a “code company” where
it and its associates hold or control more than 20% of that company’s voting rights.
o No material payment or consideration obligation arises for directors, employees or contractors
as a result of a Bremworth Group member coming under Mangawhai’s control.
o No third party exercises or threatens to exercise rights under any agreement binding on the
Bremworth Group that could materially terminate or modify a Bremworth Group interest.
o No natural disaster, accident, change of law, financial crisis, epidemic or pandemic, war,
terrorism event or other event, change, circumstance or condition occurs that has had, or could
reasonably be expected to have, a material adverse effect on the Bremworth Group as a whole.
Docusign Envelope ID: 4B426F55-9A3A-8355-813E-3172163A5ECBDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

---

103346.4 - 2156206
8 August 2026


Maria Dumont Woolf (“Shareholder”)

AGREEMENT TO ACCEPT PARTIAL TAKEOVER OFFER FOR BREMWORTH LIMITED
Takeover offer
1. Introduction: Mangawhai Collective Limited (“Mangawhai”) is considering making a partial
takeover offer under the Takeovers Code for ordinary shares of Bremworth Limited (“Shares”) which
would result in Mangawhai holding or controlling more than 50% and potentially up to 55% of the
voting rights in Bremworth on issue on the date the offer closes (“Offer”).
2. On the date Mangawhai gives notice of the Offer to Bremworth, Mangawhai will own or control
13,633,842.168 Shares, representing 19.734% of the Shares (assuming no further Shares are issued
between the date of this letter and the date on which notice is given). As at the date of this Letter, the
Shareholder holds or controls 1,266,668 Shares, representing 1.83% of the total number of Shares.
3. If Mangawhai makes the Offer on terms consistent with this Letter, the Shareholder agrees to accept,
or procure the acceptance of, the Offer in respect of all of the Shares held or controlled by it (or the
Shares it has the power to hold or control the sale of), on the terms set out in this Letter. A reference to
Shareholder’s Shares is a reference to Shares the Shareholder currently holds or controls as described
above plus any Shares acquired by the Shareholder, or over which the Shareholder obtains control,
after the date of this Letter.
4. Offer: If Mangawhai elects to proceed with the Offer, Mangawhai will:
(a) send a takeover notice to Bremworth in compliance with Rule 41 of the Takeovers Code; and
(b) make the Offer in accordance with Rules 43 and 43B of the Takeovers Code.
5. Offer price and Offer Terms:
(a) Subject to paragraph 6, the Offer will be made at a price of not less than $0.90 per Share (as
may be adjusted in accordance with the offer terms, subject to paragraph 5(b)) and on terms
and conditions that are consistent with those customary for a partial takeover offer for entities
listed on the NZX Main Board (conditions of the nature or type summarised in the Schedule
being deemed to be customary for the purposes of this paragraph 5) (“Offer Terms”).
(b) The Offer Terms will not permit, and paragraph 6 below does not entitle Mangawhai to change
the Offer Terms to permit, Mangawhai to decrease the offer price set out in paragraph 5(a).
6. Variations: Mangawhai is entitled to:
(a) provide for the Offer to be for a greater percentage of the total voting rights in Bremworth than
the percentage specified in paragraph 1; and
Docusign Envelope ID: BABAFFF3-44B9-81E9-8388-8CF407F5A148

103346.4 - 2156206
Pg. 2
(b) make such changes to the Offer Terms as are necessary or desirable to address any matter
raised by the Takeovers Panel in respect of the Offer or Offer Terms or are permitted by Rule 44
of the Takeovers Code or by any exemption from the Takeovers Code.
After Mangawhai makes the Offer, it may vary the Offer in accordance with Rule 27 of the Takeovers
Code.
7. No obligation: Nothing in this Letter requires Mangawhai to send a takeover notice or to make the
Offer, and Mangawhai may elect not to proceed with either.
Obligations of the Shareholder
8. Acceptance of Offer: Subject to:
(a) the Offer being made by Mangawhai in accordance with this Letter; and
(b) the offer price under the Offer being not less than the value (and where expressed as a range
then not below the bottom end of any value range) assessed for each Share by the independent
adviser in its report on the Offer prepared under Rule 21 of the Takeovers Code (as adjusted, as
applicable in respect of both the offer price and assessed value, for any dividend, distribution,
issue of financial products, or Share subdivision or consolidation by Bremworth),
the Shareholder agrees to accept, or procure the acceptance of, the Offer in respect of all of the Shares
in which it holds or controls (or has the power to hold or control the sale of) within one working day
after the date on which the independent adviser’s report is released to NZX. The Shareholder agrees
that its obligation to accept the Offer will not be affected by any permissible variation of the Offer made
in accordance with the Takeovers Code.
9. Dealings with Shares:
(a) The Shareholder agrees that, unless this Letter is terminated, it will not, and will not agree or
otherwise deal with, offer or commit to, directly or indirectly, sell, transfer, grant or permit an
encumbrance or adverse interest of any nature over, or otherwise dispose of, any interest in any
of its Shares to any other person, except to accept the Offer.
(b) The Shareholder agrees that, if it acquires any Shares or obtains the control of any Shares after
the date of this Letter, it will do so in compliance with all applicable law and will immediately
provide written notice to Mangawhai setting out the increased number of Shares held or
controlled by the Shareholder.
10. Warranties: The Shareholder warrants to Mangawhai that, at the date of this Letter and on the date
of the Offer:
(a) it has the legal right, authority and power to sign this Letter and to perform its obligations
under this Letter and has taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Letter;
(b) this Letter constitutes valid and binding obligations enforceable against that party in
accordance with its terms;
Docusign Envelope ID: BABAFFF3-44B9-81E9-8388-8CF407F5A148

103346.4 - 2156206
Pg. 3
(c) it is the sole legal and beneficial owner of the Shares held by it and has full power, capacity and
authority to sell those Shares; and
(d) on payment of the purchase price in accordance with the Offer, legal and beneficial title to the
Shares held by it will pass to Mangawhai free of all liens, charges, mortgages, encumbrances
and other adverse interests of any nature.
Compliance with Takeovers Code
11. Voting rights: Nothing in this Letter confers on Mangawhai the ability or right to hold or control the
voting rights attaching to the Shares, and Mangawhai will not become the holder or controller of those
voting rights except on transfer of the Shares under the Offer. The Shareholder may exercise or control
the exercise of all voting rights attached to the Shares in whatever manner it sees fit until the Shares
are transferred under the Offer.
Term
12. Termination: This Letter will automatically terminate if:
(a) Mangawhai does not send a takeover notice to Bremworth within 20 working days after the date
of this Letter, unless this period is extended in accordance with clause 13;
(b) Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(c) Mangawhai withdraws the Offer in accordance with the Takeovers Code; or
(d) one of the conditions of the Offer is not satisfied or (to the extent capable of waiver) waived by
Mangawhai by the last date for the Offer to become unconditional to be included in the Offer
Terms and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code.
13. Extension: If:
(a) Mangawhai receives notice from any regulatory authority to the effect that the relevant
authority threatens to take, intends to take, or has taken, steps to prevent or delay the proposed
Offer; or
(b) a Court grants an injunction restricting, preventing or prohibiting the making or completion of
the proposed Offer,
Mangawhai and the Shareholder agree that the period in paragraph 12(a) may be extended (one or
more times) by Mangawhai by the period of time that Mangawhai considers, acting reasonably and in
good faith, necessary to enable Mangawhai to resolve the relevant matter, provided that Mangawhai
may not rely on this paragraph 13 to extend the period in paragraph 12(a) to a date that is more than
80 working days after the date of this Letter.
Docusign Envelope ID: BABAFFF3-44B9-81E9-8388-8CF407F5A148

103346.4 - 2156206
Pg. 4
General
14. Disclosure: The parties acknowledge that Mangawhai is required to make disclosure of this Letter
under subpart 5 of part 5 of the Financial Markets Conduct Act 2013, and the Shareholder consents to
that disclosure.
15. Compliance with law: Nothing in this Letter must require any party to do any act or thing in
contravention of the Takeovers Code, the Financial Markets Conduct Act, or the Companies Act 1993.
If you agree to the terms set out in this Letter, please indicate your acceptance by countersigning below.
Signed as a Deed
MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:



D M Ferrier
Signature of witness


Name of witness


Occupation


City/town of residence



MARIA DUMONT WOOLF in the presence of:


M D WOOLF
Signature of witness


Name of witness


Occupation


City/town of residence
Docusign Envelope ID: BABAFFF3-44B9-81E9-8388-8CF407F5A148
Matthew Wentz
.Solicitor
Auckland
.Solicitor
Matthew Wentz
Auckland

103346.4 - 2156206
Pg. 5
Schedule
• Acceptances being received by the closing date of the Offer which, together with the Shares already held
or controlled by Mangawhai, would result in Mangawhai holding or controlling:
o 55% of the Shares; or,
o if Mangawhai waives the condition above in its discretion, Mangawhai receiving acceptances to
the Offer that will result in Mangawhai holding or controlling more than 50% of the Shares,
once the Offer becomes unconditional and the Shares are transferred.
• Certain customary conditions requiring the Bremworth Group to operate in the normal and ordinary
course of business, including:
o No dividends, bonuses, distributions, Share buybacks or other payments are made on any
Shares.
o No new Shares, options, warrants, performance rights, convertible securities or other financial
products are issued.
o No change, or agreement to change, Bremworth’s capital structure.
o No alteration to the rights, benefits, entitlements or restrictions attaching to any Shares.
o No new material proceedings, claims, investigations, orders or similar matters are commenced.
o No proceedings, claims, investigations, orders or similar matters are commenced.
o No unusual or abnormal payments, no assumption of material liabilities, no unusual income tax
payments, no dealing with material assets or businesses and no unapproved capital expenditure
over a certain monetary value, or major transaction arrangements.
o No amalgamations, mergers or scheme of arrangements.
o No entry into any agreement or arrangement to which NZX Listing Rule 5.1 or 5.2 applies.
o No substantive alteration to constitutional documents or to any agreement under which Shares
or other Financial Products have been issued.
o No changes to remuneration or employment or engagement terms for directors, employees or
contractors.
o No liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed.
o No breach, default under, trigger of a review event under, acceleration payment under, or
permanent reduction in available facilities or debt under any financing arrangement.
o No board or shareholder resolution is passed to do or authorise anything prohibited by the
conditions.
o No Bremworth Group member holding or controlling voting rights in a “code company” where
it and its associates hold or control more than 20% of that company’s voting rights.
o No material payment or consideration obligation arises for directors, employees or contractors
as a result of a Bremworth Group member coming under Mangawhai’s control.
o No third party exercises or threatens to exercise rights under any agreement binding on the
Bremworth Group that could materially terminate or modify a Bremworth Group interest.
o No natural disaster, accident, change of law, financial crisis, epidemic or pandemic, war,
terrorism event or other event, change, circumstance or condition occurs that has had, or could
reasonably be expected to have, a material adverse effect on the Bremworth Group as a whole.
Docusign Envelope ID: BABAFFF3-44B9-81E9-8388-8CF407F5A148

---

103346.4 - 2156206
8 August 2026


Ian David McIlraith (“Shareholder”)

AGREEMENT TO ACCEPT PARTIAL TAKEOVER OFFER FOR BREMWORTH LIMITED
Takeover offer
1. Introduction: Mangawhai Collective Limited (“Mangawhai”) is considering making a partial
takeover offer under the Takeovers Code for ordinary shares of Bremworth Limited (“Shares”) which
would result in Mangawhai holding or controlling more than 50% and potentially up to 55% of the
voting rights in Bremworth on issue on the date the offer closes (“Offer”).
2. On the date Mangawhai gives notice of the Offer to Bremworth, Mangawhai will own or control
13,633,842.168 Shares, representing 19.734% of the Shares (assuming no further Shares are issued
between the date of this letter and the date on which notice is given). As at the date of this Letter, the
Shareholder holds or controls 940,000 Shares, representing 1.36% of the total number of Shares.
3. If Mangawhai makes the Offer on terms consistent with this Letter, the Shareholder agrees to accept,
or procure the acceptance of, the Offer in respect of all of the Shares held or controlled by it (or the
Shares it has the power to hold or control the sale of), on the terms set out in this Letter. A reference to
Shareholder’s Shares is a reference to Shares the Shareholder currently holds or controls as described
above plus any Shares acquired by the Shareholder, or over which the Shareholder obtains control,
after the date of this Letter.
4. Offer: If Mangawhai elects to proceed with the Offer, Mangawhai will:
(a) send a takeover notice to Bremworth in compliance with Rule 41 of the Takeovers Code; and
(b) make the Offer in accordance with Rules 43 and 43B of the Takeovers Code.
5. Offer price and Offer Terms:
(a) Subject to paragraph 6, the Offer will be made at a price of not less than $0.90 per Share (as
may be adjusted in accordance with the offer terms, subject to paragraph 5(b)) and on terms
and conditions that are consistent with those customary for a partial takeover offer for entities
listed on the NZX Main Board (conditions of the nature or type summarised in the Schedule
being deemed to be customary for the purposes of this paragraph 5) (“Offer Terms”).
(b) The Offer Terms will not permit, and paragraph 6 below does not entitle Mangawhai to change
the Offer Terms to permit, Mangawhai to decrease the offer price set out in paragraph 5(a).
6. Variations: Mangawhai is entitled to:
(a) provide for the Offer to be for a greater percentage of the total voting rights in Bremworth than
the percentage specified in paragraph 1; and
Docusign Envelope ID: 3C5DEFAE-8332-8C34-82D7-6E041748DA48Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2156206
Pg. 2
(b) make such changes to the Offer Terms as are necessary or desirable to address any matter
raised by the Takeovers Panel in respect of the Offer or Offer Terms or are permitted by Rule 44
of the Takeovers Code or by any exemption from the Takeovers Code.
After Mangawhai makes the Offer, it may vary the Offer in accordance with Rule 27 of the Takeovers
Code.
7. No obligation: Nothing in this Letter requires Mangawhai to send a takeover notice or to make the
Offer, and Mangawhai may elect not to proceed with either.
Obligations of the Shareholder
8. Acceptance of Offer: Subject to:
(a) the Offer being made by Mangawhai in accordance with this Letter; and
(b) the offer price under the Offer being not less than the value (and where expressed as a range
then not below the bottom end of any value range) assessed for each Share by the independent
adviser in its report on the Offer prepared under Rule 21 of the Takeovers Code (as adjusted, as
applicable in respect of both the offer price and assessed value, for any dividend, distribution,
issue of financial products, or Share subdivision or consolidation by Bremworth),
the Shareholder agrees to accept, or procure the acceptance of, the Offer in respect of all of the Shares
in which it holds or controls (or has the power to hold or control the sale of) within one working day
after the date on which the independent adviser’s report is released to NZX. The Shareholder agrees
that its obligation to accept the Offer will not be affected by any permissible variation of the Offer made
in accordance with the Takeovers Code.
9. Dealings with Shares:
(a) The Shareholder agrees that, unless this Letter is terminated, it will not, and will not agree or
otherwise deal with, offer or commit to, directly or indirectly, sell, transfer, grant or permit an
encumbrance or adverse interest of any nature over, or otherwise dispose of, any interest in any
of its Shares to any other person, except to accept the Offer.
(b) The Shareholder agrees that, if it acquires any Shares or obtains the control of any Shares after
the date of this Letter, it will do so in compliance with all applicable law and will immediately
provide written notice to Mangawhai setting out the increased number of Shares held or
controlled by the Shareholder.
10. Warranties: The Shareholder warrants to Mangawhai that, at the date of this Letter and on the date
of the Offer:
(a) it has the legal right, authority and power to sign this Letter and to perform its obligations
under this Letter and has taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Letter;
(b) this Letter constitutes valid and binding obligations enforceable against that party in
accordance with its terms;
Docusign Envelope ID: 3C5DEFAE-8332-8C34-82D7-6E041748DA48Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2156206
Pg. 3
(c) it is the sole legal and beneficial owner of the Shares held by it and has full power, capacity and
authority to sell those Shares; and
(d) on payment of the purchase price in accordance with the Offer, legal and beneficial title to the
Shares held by it will pass to Mangawhai free of all liens, charges, mortgages, encumbrances
and other adverse interests of any nature.
Compliance with Takeovers Code
11. Voting rights: Nothing in this Letter confers on Mangawhai the ability or right to hold or control the
voting rights attaching to the Shares, and Mangawhai will not become the holder or controller of those
voting rights except on transfer of the Shares under the Offer. The Shareholder may exercise or control
the exercise of all voting rights attached to the Shares in whatever manner it sees fit until the Shares
are transferred under the Offer.
Term
12. Termination: This Letter will automatically terminate if:
(a) Mangawhai does not send a takeover notice to Bremworth within 20 working days after the date
of this Letter, unless this period is extended in accordance with clause 13;
(b) Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(c) Mangawhai withdraws the Offer in accordance with the Takeovers Code; or
(d) one of the conditions of the Offer is not satisfied or (to the extent capable of waiver) waived by
Mangawhai by the last date for the Offer to become unconditional to be included in the Offer
Terms and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code.
13. Extension: If:
(a) Mangawhai receives notice from any regulatory authority to the effect that the relevant
authority threatens to take, intends to take, or has taken, steps to prevent or delay the proposed
Offer; or
(b) a Court grants an injunction restricting, preventing or prohibiting the making or completion of
the proposed Offer,
Mangawhai and the Shareholder agree that the period in paragraph 12(a) may be extended (one or
more times) by Mangawhai by the period of time that Mangawhai considers, acting reasonably and in
good faith, necessary to enable Mangawhai to resolve the relevant matter, provided that Mangawhai
may not rely on this paragraph 13 to extend the period in paragraph 12(a) to a date that is more than
80 working days after the date of this Letter.
Docusign Envelope ID: 3C5DEFAE-8332-8C34-82D7-6E041748DA48Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2156206
Pg. 4
General
14. Disclosure: The parties acknowledge that Mangawhai is required to make disclosure of this Letter
under subpart 5 of part 5 of the Financial Markets Conduct Act 2013, and the Shareholder consents to
that disclosure.
15. Compliance with law: Nothing in this Letter must require any party to do any act or thing in
contravention of the Takeovers Code, the Financial Markets Conduct Act, or the Companies Act 1993.
If you agree to the terms set out in this Letter, please indicate your acceptance by countersigning below.
Signed as a Deed
MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:



D M Ferrier
Signature of witness


Name of witness


Occupation


City/town of residence



IAN DAVID MCILRAITH in the presence of:


I D MCILRAITH
Signature of witness


Name of witness


Occupation


City/town of residence
Docusign Envelope ID: 3C5DEFAE-8332-8C34-82D7-6E041748DA48
James Duncan McIlraith
Ōtaki
Researcher
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A
.Solicitor
Matthew Wentz
Auckland

103346.4 - 2156206
Pg. 5
Schedule
• Acceptances being received by the closing date of the Offer which, together with the Shares already held
or controlled by Mangawhai, would result in Mangawhai holding or controlling:
o 55% of the Shares; or,
o if Mangawhai waives the condition above in its discretion, Mangawhai receiving acceptances to
the Offer that will result in Mangawhai holding or controlling more than 50% of the Shares,
once the Offer becomes unconditional and the Shares are transferred.
• Certain customary conditions requiring the Bremworth Group to operate in the normal and ordinary
course of business, including:
o No dividends, bonuses, distributions, Share buybacks or other payments are made on any
Shares.
o No new Shares, options, warrants, performance rights, convertible securities or other financial
products are issued.
o No change, or agreement to change, Bremworth’s capital structure.
o No alteration to the rights, benefits, entitlements or restrictions attaching to any Shares.
o No new material proceedings, claims, investigations, orders or similar matters are commenced.
o No proceedings, claims, investigations, orders or similar matters are commenced.
o No unusual or abnormal payments, no assumption of material liabilities, no unusual income tax
payments, no dealing with material assets or businesses and no unapproved capital expenditure
over a certain monetary value, or major transaction arrangements.
o No amalgamations, mergers or scheme of arrangements.
o No entry into any agreement or arrangement to which NZX Listing Rule 5.1 or 5.2 applies.
o No substantive alteration to constitutional documents or to any agreement under which Shares
or other Financial Products have been issued.
o No changes to remuneration or employment or engagement terms for directors, employees or
contractors.
o No liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed.
o No breach, default under, trigger of a review event under, acceleration payment under, or
permanent reduction in available facilities or debt under any financing arrangement.
o No board or shareholder resolution is passed to do or authorise anything prohibited by the
conditions.
o No Bremworth Group member holding or controlling voting rights in a “code company” where
it and its associates hold or control more than 20% of that company’s voting rights.
o No material payment or consideration obligation arises for directors, employees or contractors
as a result of a Bremworth Group member coming under Mangawhai’s control.
o No third party exercises or threatens to exercise rights under any agreement binding on the
Bremworth Group that could materially terminate or modify a Bremworth Group interest.
o No natural disaster, accident, change of law, financial crisis, epidemic or pandemic, war,
terrorism event or other event, change, circumstance or condition occurs that has had, or could
reasonably be expected to have, a material adverse effect on the Bremworth Group as a whole.
Docusign Envelope ID: 3C5DEFAE-8332-8C34-82D7-6E041748DA48Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

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103346.4 - 2162217
8 August 2026


Terence Roland Harrison, Michelle Scott and TRH Trustee Limited (“Shareholders”)

AGREEMENT TO ACCEPT PARTIAL TAKEOVER OFFER FOR BREMWORTH LIMITED
Takeover offer
1. Introduction: Mangawhai Collective Limited (“Mangawhai”) is considering making a partial
takeover offer under the Takeovers Code for ordinary shares of Bremworth Limited (“Shares”) which
would result in Mangawhai holding or controlling more than 50% and potentially up to 55% of the
voting rights in Bremworth on issue on the date the offer closes (“Offer”).
2. On the date Mangawhai gives notice of the Offer to Bremworth, Mangawhai will own or control
13,633,842.168 Shares, representing 19.734% of the Shares (assuming no further Shares are issued
between the date of this letter and the date on which notice is given). As at the date of this Letter, the
Shareholders hold or control 2,591,775 Shares, representing 3.75% of the total number of Shares.
3. If Mangawhai makes the Offer on terms consistent with this Letter, the Shareholders agree to accept,
or procure the acceptance of, the Offer in respect of all of the Shares held or controlled by them (or the
Shares they have the power to hold or control the sale of), on the terms set out in this Letter. A
reference to Shareholders’ Shares is a reference to Shares the Shareholders currently hold or control as
described above plus any Shares acquired by the Shareholders, or over which the Shareholders obtain
control, after the date of this Letter.
4. Offer: If Mangawhai elects to proceed with the Offer, Mangawhai will:
(a) send a takeover notice to Bremworth in compliance with Rule 41 of the Takeovers Code; and
(b) make the Offer in accordance with Rules 43 and 43B of the Takeovers Code.
5. Offer price and Offer Terms:
(a) Subject to paragraph 6, the Offer will be made at a price of not less than $0.90 per Share (as
may be adjusted in accordance with the offer terms, subject to paragraph 5(b)) and on terms
and conditions that are consistent with those customary for a partial takeover offer for entities
listed on the NZX Main Board (conditions of the nature or type summarised in the Schedule
being deemed to be customary for the purposes of this paragraph 5) (“Offer Terms”).
(b) The Offer Terms will not permit, and paragraph 6 below does not entitle Mangawhai to change
the Offer Terms to permit, Mangawhai to decrease the offer price set out in paragraph 5(a).
6. Variations: Mangawhai is entitled to:
(a) provide for the Offer to be for a greater percentage of the total voting rights in Bremworth than
the percentage specified in paragraph 1; and
Docusign Envelope ID: 2EDB6390-A1E2-88E9-8080-F371FF4472B9Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162217
Pg. 2
(b) make such changes to the Offer Terms as are necessary or desirable to address any matter
raised by the Takeovers Panel in respect of the Offer or Offer Terms or are permitted by Rule 44
of the Takeovers Code or by any exemption from the Takeovers Code.
After Mangawhai makes the Offer, it may vary the Offer in accordance with Rule 27 of the Takeovers
Code.
7. No obligation: Nothing in this Letter requires Mangawhai to send a takeover notice or to make the
Offer, and Mangawhai may elect not to proceed with either.
Obligations of the Shareholders
8. Acceptance of Offer: Subject to:
(a) the Offer being made by Mangawhai in accordance with this Letter; and
(b) the offer price under the Offer being not less than the value (and where expressed as a range
then not below the bottom end of any value range) assessed for each Share by the independent
adviser in its report on the Offer prepared under Rule 21 of the Takeovers Code (as adjusted, as
applicable in respect of both the offer price and assessed value, for any dividend, distribution,
issue of financial products, or Share subdivision or consolidation by Bremworth),
the Shareholders agree to accept, or procure the acceptance of, the Offer in respect of all of the Shares
in which they hold or control (or have the power to hold or control the sale of) within one working day
after the date on which the independent adviser’s report is released to NZX. The Shareholders agree
that their obligation to accept the Offer will not be affected by any permissible variation of the Offer
made in accordance with the Takeovers Code.
9. Dealings with Shares:
(a) The Shareholders agree that, unless this Letter is terminated, they will not, and will not agree or
otherwise deal with, offer or commit to, directly or indirectly, sell, transfer, grant or permit an
encumbrance or adverse interest of any nature over, or otherwise dispose of, any interest in any
of their Shares to any other person, except to accept the Offer.
(b) The Shareholders agree that, if they acquire any Shares or obtain the control of any Shares after
the date of this Letter, they will do so in compliance with all applicable law and will immediately
provide written notice to Mangawhai setting out the increased number of Shares held or
controlled by the Shareholders.
10. Warranties: The Shareholders warrant to Mangawhai that, at the date of this Letter and on the date
of the Offer:
(a) they have the legal right, authority and power to sign this Letter and to perform its obligations
under this Letter and have taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Letter;
(b) this Letter constitutes valid and binding obligations enforceable against that party in
accordance with its terms;
Docusign Envelope ID: 2EDB6390-A1E2-88E9-8080-F371FF4472B9Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162217
Pg. 3
(c) they are the sole legal and beneficial owner of the Shares held by them and have full power,
capacity and authority to sell those Shares; and
(d) on payment of the purchase price in accordance with the Offer, legal and beneficial title to the
Shares held by them will pass to Mangawhai free of all liens, charges, mortgages, encumbrances
and other adverse interests of any nature.
Compliance with Takeovers Code
11. Voting rights: Nothing in this Letter confers on Mangawhai the ability or right to hold or control the
voting rights attaching to the Shares, and Mangawhai will not become the holder or controller of those
voting rights except on transfer of the Shares under the Offer. The Shareholders may exercise or
control the exercise of all voting rights attached to the Shares in whatever manner they see fit until the
Shares are transferred under the Offer.
Term
12. Termination: This Letter will automatically terminate if:
(a) Mangawhai does not send a takeover notice to Bremworth within 20 working days after the date
of this Letter, unless this period is extended in accordance with clause 13;
(b) Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(c) Mangawhai withdraws the Offer in accordance with the Takeovers Code; or
(d) one of the conditions of the Offer is not satisfied or (to the extent capable of waiver) waived by
Mangawhai by the last date for the Offer to become unconditional to be included in the Offer
Terms and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code.
13. Extension: If:
(a) Mangawhai receives notice from any regulatory authority to the effect that the relevant
authority threatens to take, intends to take, or has taken, steps to prevent or delay the proposed
Offer; or
(b) a Court grants an injunction restricting, preventing or prohibiting the making or completion of
the proposed Offer,
Mangawhai and the Shareholders agree that the period in paragraph 12(a) may be extended (one or
more times) by Mangawhai by the period of time that Mangawhai considers, acting reasonably and in
good faith, necessary to enable Mangawhai to resolve the relevant matter, provided that Mangawhai
may not rely on this paragraph 13 to extend the period in paragraph 12(a) to a date that is more than
80 working days after the date of this Letter.
Docusign Envelope ID: 2EDB6390-A1E2-88E9-8080-F371FF4472B9Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162217
Pg. 4
General
14. Disclosure: The parties acknowledge that Mangawhai is required to make disclosure of this Letter
under subpart 5 of part 5 of the Financial Markets Conduct Act 2013, and the Shareholders consent to
that disclosure.
15. Compliance with law: Nothing in this Letter must require any party to do any act or thing in
contravention of the Takeovers Code, the Financial Markets Conduct Act, or the Companies Act 1993.
If you agree to the terms set out in this Letter, please indicate your acceptance by countersigning below.
Signed as a Deed

MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:



D M Ferrier
Signature of witness


Name of witness


Occupation


City/town of residence


Docusign Envelope ID: 2EDB6390-A1E2-88E9-8080-F371FF4472B9Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A
Matthew Wentz
Auckland
.Solicitor

103346.4 - 2162217
Pg. 5






TERENCE ROLAND HARRISON in the presence
of:



T R HARRISON
Signature of witness


Name of witness


Occupation


City/town of residence
MICHELLE SCOTT in the presence of:


M SCOTT
Signature of witness


Name of witness


Occupation


City/town of residence
TRH TRUSTEE LIMITED by:



T R HARRISON

M SCOTT
Docusign Envelope ID: 2EDB6390-A1E2-88E9-8080-F371FF4472B9
Paul Psaila
CEO / Director
Auckland
Paul Psaila
CEO / Director
Auckland
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162217
Pg. 6
Schedule
• Acceptances being received by the closing date of the Offer which, together with the Shares already held
or controlled by Mangawhai, would result in Mangawhai holding or controlling:
o 55% of the Shares; or,
o if Mangawhai waives the condition above in its discretion, Mangawhai receiving acceptances to
the Offer that will result in Mangawhai holding or controlling more than 50% of the Shares,
once the Offer becomes unconditional and the Shares are transferred.
• Certain customary conditions requiring the Bremworth Group to operate in the normal and ordinary
course of business, including:
o No dividends, bonuses, distributions, Share buybacks or other payments are made on any
Shares.
o No new Shares, options, warrants, performance rights, convertible securities or other financial
products are issued.
o No change, or agreement to change, Bremworth’s capital structure.
o No alteration to the rights, benefits, entitlements or restrictions attaching to any Shares.
o No new material proceedings, claims, investigations, orders or similar matters are commenced.
o No proceedings, claims, investigations, orders or similar matters are commenced.
o No unusual or abnormal payments, no assumption of material liabilities, no unusual income tax
payments, no dealing with material assets or businesses and no unapproved capital expenditure
over a certain monetary value, or major transaction arrangements.
o No amalgamations, mergers or scheme of arrangements.
o No entry into any agreement or arrangement to which NZX Listing Rule 5.1 or 5.2 applies.
o No substantive alteration to constitutional documents or to any agreement under which Shares
or other Financial Products have been issued.
o No changes to remuneration or employment or engagement terms for directors, employees or
contractors.
o No liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed.
o No breach, default under, trigger of a review event under, acceleration payment under, or
permanent reduction in available facilities or debt under any financing arrangement.
o No board or shareholder resolution is passed to do or authorise anything prohibited by the
conditions.
o No Bremworth Group member holding or controlling voting rights in a “code company” where
it and its associates hold or control more than 20% of that company’s voting rights.
o No material payment or consideration obligation arises for directors, employees or contractors
as a result of a Bremworth Group member coming under Mangawhai’s control.
o No third party exercises or threatens to exercise rights under any agreement binding on the
Bremworth Group that could materially terminate or modify a Bremworth Group interest.
o No natural disaster, accident, change of law, financial crisis, epidemic or pandemic, war,
terrorism event or other event, change, circumstance or condition occurs that has had, or could
reasonably be expected to have, a material adverse effect on the Bremworth Group as a whole.
Docusign Envelope ID: 2EDB6390-A1E2-88E9-8080-F371FF4472B9Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

---

Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A
.SolicitorAuckland
Matthew Wentz

Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

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103346.4 - 2162215
8 August 2026


Brigit Timpson (“Shareholder”)

AGREEMENT TO ACCEPT PARTIAL TAKEOVER OFFER FOR BREMWORTH LIMITED
Takeover offer
1. Introduction: Mangawhai Collective Limited (“Mangawhai”) is considering making a partial
takeover offer under the Takeovers Code for ordinary shares of Bremworth Limited (“Shares”) which
would result in Mangawhai holding or controlling more than 50% and potentially up to 55% of the
voting rights in Bremworth on issue on the date the offer closes (“Offer”).
2. On the date Mangawhai gives notice of the Offer to Bremworth, Mangawhai will own or control
13,633,842.168 Shares, representing 19.734% of the Shares (assuming no further Shares are issued
between the date of this letter and the date on which notice is given). As at the date of this Letter, the
Shareholder holds or controls 1,439,504 Shares, representing 2.08% of the total number of Shares.
3. If Mangawhai makes the Offer on terms consistent with this Letter, the Shareholder agrees to accept,
or procure the acceptance of, the Offer in respect of all of the Shares held or controlled by it (or the
Shares it has the power to hold or control the sale of), on the terms set out in this Letter. A reference to
Shareholder’s Shares is a reference to Shares the Shareholder currently holds or controls as described
above plus any Shares acquired by the Shareholder, or over which the Shareholder obtains control,
after the date of this Letter.
4. Offer: If Mangawhai elects to proceed with the Offer, Mangawhai will:
(a) send a takeover notice to Bremworth in compliance with Rule 41 of the Takeovers Code; and
(b) make the Offer in accordance with Rules 43 and 43B of the Takeovers Code.
5. Offer price and Offer Terms:
(a) Subject to paragraph 6, the Offer will be made at a price of not less than $0.90 per Share (as
may be adjusted in accordance with the offer terms, subject to paragraph 5(b)) and on terms
and conditions that are consistent with those customary for a partial takeover offer for entities
listed on the NZX Main Board (conditions of the nature or type summarised in the Schedule
being deemed to be customary for the purposes of this paragraph 5) (“Offer Terms”).
(b) The Offer Terms will not permit, and paragraph 6 below does not entitle Mangawhai to change
the Offer Terms to permit, Mangawhai to decrease the offer price set out in paragraph 5(a).
6. Variations: Mangawhai is entitled to:
(a) provide for the Offer to be for a greater percentage of the total voting rights in Bremworth than
the percentage specified in paragraph 1; and
Docusign Envelope ID: 149608D0-FAB4-832E-801B-D058C240C9DDDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162215
Pg. 2
(b) make such changes to the Offer Terms as are necessary or desirable to address any matter
raised by the Takeovers Panel in respect of the Offer or Offer Terms or are permitted by Rule 44
of the Takeovers Code or by any exemption from the Takeovers Code.
After Mangawhai makes the Offer, it may vary the Offer in accordance with Rule 27 of the Takeovers
Code.
7. No obligation: Nothing in this Letter requires Mangawhai to send a takeover notice or to make the
Offer, and Mangawhai may elect not to proceed with either.
Obligations of the Shareholder
8. Acceptance of Offer: Subject to:
(a) the Offer being made by Mangawhai in accordance with this Letter; and
(b) the offer price under the Offer being not less than the value (and where expressed as a range
then not below the bottom end of any value range) assessed for each Share by the independent
adviser in its report on the Offer prepared under Rule 21 of the Takeovers Code (as adjusted, as
applicable in respect of both the offer price and assessed value, for any dividend, distribution,
issue of financial products, or Share subdivision or consolidation by Bremworth),
the Shareholder agrees to accept, or procure the acceptance of, the Offer in respect of all of the Shares
in which it holds or controls (or has the power to hold or control the sale of) within one working day
after the date on which the independent adviser’s report is released to NZX. The Shareholder agrees
that its obligation to accept the Offer will not be affected by any permissible variation of the Offer made
in accordance with the Takeovers Code.
9. Dealings with Shares:
(a) The Shareholder agrees that, unless this Letter is terminated, it will not, and will not agree or
otherwise deal with, offer or commit to, directly or indirectly, sell, transfer, grant or permit an
encumbrance or adverse interest of any nature over, or otherwise dispose of, any interest in any
of its Shares to any other person, except to accept the Offer.
(b) The Shareholder agrees that, if it acquires any Shares or obtains the control of any Shares after
the date of this Letter, it will do so in compliance with all applicable law and will immediately
provide written notice to Mangawhai setting out the increased number of Shares held or
controlled by the Shareholder.
10. Warranties: The Shareholder warrants to Mangawhai that, at the date of this Letter and on the date
of the Offer:
(a) it has the legal right, authority and power to sign this Letter and to perform its obligations
under this Letter and has taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Letter;
(b) this Letter constitutes valid and binding obligations enforceable against that party in
accordance with its terms;
Docusign Envelope ID: 149608D0-FAB4-832E-801B-D058C240C9DDDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162215
Pg. 3
(c) it is the sole legal and beneficial owner of the Shares held by it and has full power, capacity and
authority to sell those Shares; and
(d) on payment of the purchase price in accordance with the Offer, legal and beneficial title to the
Shares held by it will pass to Mangawhai free of all liens, charges, mortgages, encumbrances
and other adverse interests of any nature.
Compliance with Takeovers Code
11. Voting rights: Nothing in this Letter confers on Mangawhai the ability or right to hold or control the
voting rights attaching to the Shares, and Mangawhai will not become the holder or controller of those
voting rights except on transfer of the Shares under the Offer. The Shareholder may exercise or control
the exercise of all voting rights attached to the Shares in whatever manner it sees fit until the Shares
are transferred under the Offer.
Term
12. Termination: This Letter will automatically terminate if:
(a) Mangawhai does not send a takeover notice to Bremworth within 20 working days after the date
of this Letter, unless this period is extended in accordance with clause 13;
(b) Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(c) Mangawhai withdraws the Offer in accordance with the Takeovers Code; or
(d) one of the conditions of the Offer is not satisfied or (to the extent capable of waiver) waived by
Mangawhai by the last date for the Offer to become unconditional to be included in the Offer
Terms and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code.
13. Extension: If:
(a) Mangawhai receives notice from any regulatory authority to the effect that the relevant
authority threatens to take, intends to take, or has taken, steps to prevent or delay the proposed
Offer; or
(b) a Court grants an injunction restricting, preventing or prohibiting the making or completion of
the proposed Offer,
Mangawhai and the Shareholder agree that the period in paragraph 12(a) may be extended (one or
more times) by Mangawhai by the period of time that Mangawhai considers, acting reasonably and in
good faith, necessary to enable Mangawhai to resolve the relevant matter, provided that Mangawhai
may not rely on this paragraph 13 to extend the period in paragraph 12(a) to a date that is more than
80 working days after the date of this Letter.
Docusign Envelope ID: 149608D0-FAB4-832E-801B-D058C240C9DDDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162215
Pg. 4
General
14. Disclosure: The parties acknowledge that Mangawhai is required to make disclosure of this Letter
under subpart 5 of part 5 of the Financial Markets Conduct Act 2013, and the Shareholder consents to
that disclosure.
15. Compliance with law: Nothing in this Letter must require any party to do any act or thing in
contravention of the Takeovers Code, the Financial Markets Conduct Act, or the Companies Act 1993.
If you agree to the terms set out in this Letter, please indicate your acceptance by countersigning below.
Signed as a Deed
MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:



D M Ferrier
Signature of witness


Name of witness


Occupation


City/town of residence

BRIGIT TIMPSON in the presence of:


B Timpson
Signature of witness


Name of witness


Occupation


City/town of residence

Docusign Envelope ID: 149608D0-FAB4-832E-801B-D058C240C9DD
Auckland
Noa Eliahu
Miss
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A
Matthew Wentz
.Solicitor
Auckland

103346.4 - 2162215
Pg. 5
Schedule
• Acceptances being received by the closing date of the Offer which, together with the Shares already held
or controlled by Mangawhai, would result in Mangawhai holding or controlling:
o 55% of the Shares; or,
o if Mangawhai waives the condition above in its discretion, Mangawhai receiving acceptances to
the Offer that will result in Mangawhai holding or controlling more than 50% of the Shares,
once the Offer becomes unconditional and the Shares are transferred.
• Certain customary conditions requiring the Bremworth Group to operate in the normal and ordinary
course of business, including:
o No dividends, bonuses, distributions, Share buybacks or other payments are made on any
Shares.
o No new Shares, options, warrants, performance rights, convertible securities or other financial
products are issued.
o No change, or agreement to change, Bremworth’s capital structure.
o No alteration to the rights, benefits, entitlements or restrictions attaching to any Shares.
o No new material proceedings, claims, investigations, orders or similar matters are commenced.
o No proceedings, claims, investigations, orders or similar matters are commenced.
o No unusual or abnormal payments, no assumption of material liabilities, no unusual income tax
payments, no dealing with material assets or businesses and no unapproved capital expenditure
over a certain monetary value, or major transaction arrangements.
o No amalgamations, mergers or scheme of arrangements.
o No entry into any agreement or arrangement to which NZX Listing Rule 5.1 or 5.2 applies.
o No substantive alteration to constitutional documents or to any agreement under which Shares
or other Financial Products have been issued.
o No changes to remuneration or employment or engagement terms for directors, employees or
contractors.
o No liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed.
o No breach, default under, trigger of a review event under, acceleration payment under, or
permanent reduction in available facilities or debt under any financing arrangement.
o No board or shareholder resolution is passed to do or authorise anything prohibited by the
conditions.
o No Bremworth Group member holding or controlling voting rights in a “code company” where
it and its associates hold or control more than 20% of that company’s voting rights.
o No material payment or consideration obligation arises for directors, employees or contractors
as a result of a Bremworth Group member coming under Mangawhai’s control.
o No third party exercises or threatens to exercise rights under any agreement binding on the
Bremworth Group that could materially terminate or modify a Bremworth Group interest.
o No natural disaster, accident, change of law, financial crisis, epidemic or pandemic, war,
terrorism event or other event, change, circumstance or condition occurs that has had, or could
reasonably be expected to have, a material adverse effect on the Bremworth Group as a whole.
Docusign Envelope ID: 149608D0-FAB4-832E-801B-D058C240C9DDDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

---

103346.4 - 2162214
8 August 2026


Anthony Timpson (“Shareholder”)

AGREEMENT TO ACCEPT PARTIAL TAKEOVER OFFER FOR BREMWORTH LIMITED
Takeover offer
1. Introduction: Mangawhai Collective Limited (“Mangawhai”) is considering making a partial
takeover offer under the Takeovers Code for ordinary shares of Bremworth Limited (“Shares”) which
would result in Mangawhai holding or controlling more than 50% and potentially up to 55% of the
voting rights in Bremworth on issue on the date the offer closes (“Offer”).
2. On the date Mangawhai gives notice of the Offer to Bremworth, Mangawhai will own or control
13,633,842.168 Shares, representing 19.734% of the Shares (assuming no further Shares are issued
between the date of this letter and the date on which notice is given). As at the date of this Letter, the
Shareholder holds or controls 1,472,615 Shares, representing 2.13% of the total number of Shares.
3. If Mangawhai makes the Offer on terms consistent with this Letter, the Shareholder agrees to accept,
or procure the acceptance of, the Offer in respect of all of the Shares held or controlled by it (or the
Shares it has the power to hold or control the sale of), on the terms set out in this Letter. A reference to
Shareholder’s Shares is a reference to Shares the Shareholder currently holds or controls as described
above plus any Shares acquired by the Shareholder, or over which the Shareholder obtains control,
after the date of this Letter.
4. Offer: If Mangawhai elects to proceed with the Offer, Mangawhai will:
(a) send a takeover notice to Bremworth in compliance with Rule 41 of the Takeovers Code; and
(b) make the Offer in accordance with Rules 43 and 43B of the Takeovers Code.
5. Offer price and Offer Terms:
(a) Subject to paragraph 6, the Offer will be made at a price of not less than $0.90 per Share (as
may be adjusted in accordance with the offer terms, subject to paragraph 5(b)) and on terms
and conditions that are consistent with those customary for a partial takeover offer for entities
listed on the NZX Main Board (conditions of the nature or type summarised in the Schedule
being deemed to be customary for the purposes of this paragraph 5) (“Offer Terms”).
(b) The Offer Terms will not permit, and paragraph 6 below does not entitle Mangawhai to change
the Offer Terms to permit, Mangawhai to decrease the offer price set out in paragraph 5(a).
6. Variations: Mangawhai is entitled to:
(a) provide for the Offer to be for a greater percentage of the total voting rights in Bremworth than
the percentage specified in paragraph 1; and
Docusign Envelope ID: 8499C185-E0AB-841E-8214-8B3848210B6EDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162214
Pg. 2
(b) make such changes to the Offer Terms as are necessary or desirable to address any matter
raised by the Takeovers Panel in respect of the Offer or Offer Terms or are permitted by Rule 44
of the Takeovers Code or by any exemption from the Takeovers Code.
After Mangawhai makes the Offer, it may vary the Offer in accordance with Rule 27 of the Takeovers
Code.
7. No obligation: Nothing in this Letter requires Mangawhai to send a takeover notice or to make the
Offer, and Mangawhai may elect not to proceed with either.
Obligations of the Shareholder
8. Acceptance of Offer: Subject to:
(a) the Offer being made by Mangawhai in accordance with this Letter; and
(b) the offer price under the Offer being not less than the value (and where expressed as a range
then not below the bottom end of any value range) assessed for each Share by the independent
adviser in its report on the Offer prepared under Rule 21 of the Takeovers Code (as adjusted, as
applicable in respect of both the offer price and assessed value, for any dividend, distribution,
issue of financial products, or Share subdivision or consolidation by Bremworth),
the Shareholder agrees to accept, or procure the acceptance of, the Offer in respect of all of the Shares
in which it holds or controls (or has the power to hold or control the sale of) within one working day
after the date on which the independent adviser’s report is released to NZX. The Shareholder agrees
that its obligation to accept the Offer will not be affected by any permissible variation of the Offer made
in accordance with the Takeovers Code.
9. Dealings with Shares:
(a) The Shareholder agrees that, unless this Letter is terminated, it will not, and will not agree or
otherwise deal with, offer or commit to, directly or indirectly, sell, transfer, grant or permit an
encumbrance or adverse interest of any nature over, or otherwise dispose of, any interest in any
of its Shares to any other person, except to accept the Offer.
(b) The Shareholder agrees that, if it acquires any Shares or obtains the control of any Shares after
the date of this Letter, it will do so in compliance with all applicable law and will immediately
provide written notice to Mangawhai setting out the increased number of Shares held or
controlled by the Shareholder.
10. Warranties: The Shareholder warrants to Mangawhai that, at the date of this Letter and on the date
of the Offer:
(a) it has the legal right, authority and power to sign this Letter and to perform its obligations
under this Letter and has taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Letter;
(b) this Letter constitutes valid and binding obligations enforceable against that party in
accordance with its terms;
Docusign Envelope ID: 8499C185-E0AB-841E-8214-8B3848210B6EDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162214
Pg. 3
(c) it is the sole legal and beneficial owner of the Shares held by it and has full power, capacity and
authority to sell those Shares; and
(d) on payment of the purchase price in accordance with the Offer, legal and beneficial title to the
Shares held by it will pass to Mangawhai free of all liens, charges, mortgages, encumbrances
and other adverse interests of any nature.
Compliance with Takeovers Code
11. Voting rights: Nothing in this Letter confers on Mangawhai the ability or right to hold or control the
voting rights attaching to the Shares, and Mangawhai will not become the holder or controller of those
voting rights except on transfer of the Shares under the Offer. The Shareholder may exercise or control
the exercise of all voting rights attached to the Shares in whatever manner it sees fit until the Shares
are transferred under the Offer.
Term
12. Termination: This Letter will automatically terminate if:
(a) Mangawhai does not send a takeover notice to Bremworth within 20 working days after the date
of this Letter, unless this period is extended in accordance with clause 13;
(b) Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(c) Mangawhai withdraws the Offer in accordance with the Takeovers Code; or
(d) one of the conditions of the Offer is not satisfied or (to the extent capable of waiver) waived by
Mangawhai by the last date for the Offer to become unconditional to be included in the Offer
Terms and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code.
13. Extension: If:
(a) Mangawhai receives notice from any regulatory authority to the effect that the relevant
authority threatens to take, intends to take, or has taken, steps to prevent or delay the proposed
Offer; or
(b) a Court grants an injunction restricting, preventing or prohibiting the making or completion of
the proposed Offer,
Mangawhai and the Shareholder agree that the period in paragraph 12(a) may be extended (one or
more times) by Mangawhai by the period of time that Mangawhai considers, acting reasonably and in
good faith, necessary to enable Mangawhai to resolve the relevant matter, provided that Mangawhai
may not rely on this paragraph 13 to extend the period in paragraph 12(a) to a date that is more than
80 working days after the date of this Letter.
Docusign Envelope ID: 8499C185-E0AB-841E-8214-8B3848210B6EDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2162214
Pg. 4
General
14. Disclosure: The parties acknowledge that Mangawhai is required to make disclosure of this Letter
under subpart 5 of part 5 of the Financial Markets Conduct Act 2013, and the Shareholder consents to
that disclosure.
15. Compliance with law: Nothing in this Letter must require any party to do any act or thing in
contravention of the Takeovers Code, the Financial Markets Conduct Act, or the Companies Act 1993.
If you agree to the terms set out in this Letter, please indicate your acceptance by countersigning below.
Signed as a Deed
MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:



D M Ferrier
Signature of witness


Name of witness


Occupation


City/town of residence

ANTHONY TIMPSON in the presence of:


A Timpson
Signature of witness


Name of witness


Occupation


City/town of residence

Docusign Envelope ID: 8499C185-E0AB-841E-8214-8B3848210B6E
Solicitor
Auckland
Reuben Payne
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A
Matthew Wentz
.Solicitor
Auckland

103346.4 - 2162214
Pg. 5
Schedule
• Acceptances being received by the closing date of the Offer which, together with the Shares already held
or controlled by Mangawhai, would result in Mangawhai holding or controlling:
o 55% of the Shares; or,
o if Mangawhai waives the condition above in its discretion, Mangawhai receiving acceptances to
the Offer that will result in Mangawhai holding or controlling more than 50% of the Shares,
once the Offer becomes unconditional and the Shares are transferred.
• Certain customary conditions requiring the Bremworth Group to operate in the normal and ordinary
course of business, including:
o No dividends, bonuses, distributions, Share buybacks or other payments are made on any
Shares.
o No new Shares, options, warrants, performance rights, convertible securities or other financial
products are issued.
o No change, or agreement to change, Bremworth’s capital structure.
o No alteration to the rights, benefits, entitlements or restrictions attaching to any Shares.
o No new material proceedings, claims, investigations, orders or similar matters are commenced.
o No proceedings, claims, investigations, orders or similar matters are commenced.
o No unusual or abnormal payments, no assumption of material liabilities, no unusual income tax
payments, no dealing with material assets or businesses and no unapproved capital expenditure
over a certain monetary value, or major transaction arrangements.
o No amalgamations, mergers or scheme of arrangements.
o No entry into any agreement or arrangement to which NZX Listing Rule 5.1 or 5.2 applies.
o No substantive alteration to constitutional documents or to any agreement under which Shares
or other Financial Products have been issued.
o No changes to remuneration or employment or engagement terms for directors, employees or
contractors.
o No liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed.
o No breach, default under, trigger of a review event under, acceleration payment under, or
permanent reduction in available facilities or debt under any financing arrangement.
o No board or shareholder resolution is passed to do or authorise anything prohibited by the
conditions.
o No Bremworth Group member holding or controlling voting rights in a “code company” where
it and its associates hold or control more than 20% of that company’s voting rights.
o No material payment or consideration obligation arises for directors, employees or contractors
as a result of a Bremworth Group member coming under Mangawhai’s control.
o No third party exercises or threatens to exercise rights under any agreement binding on the
Bremworth Group that could materially terminate or modify a Bremworth Group interest.
o No natural disaster, accident, change of law, financial crisis, epidemic or pandemic, war,
terrorism event or other event, change, circumstance or condition occurs that has had, or could
reasonably be expected to have, a material adverse effect on the Bremworth Group as a whole.
Docusign Envelope ID: 8499C185-E0AB-841E-8214-8B3848210B6EDocusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

---

103346.4 - 2156206
8 August 2026


Allan Brian Woolf (“Shareholder”)

AGREEMENT TO ACCEPT PARTIAL TAKEOVER OFFER FOR BREMWORTH LIMITED
Takeover offer
1. Introduction: Mangawhai Collective Limited (“Mangawhai”) is considering making a partial
takeover offer under the Takeovers Code for ordinary shares of Bremworth Limited (“Shares”) which
would result in Mangawhai holding or controlling more than 50% and potentially up to 55% of the
voting rights in Bremworth on issue on the date the offer closes (“Offer”).
2. On the date Mangawhai gives notice of the Offer to Bremworth, Mangawhai will own or control
13,633,842.168 Shares, representing 19.734% of the Shares (assuming no further Shares are issued
between the date of this letter and the date on which notice is given). As at the date of this Letter, the
Shareholder holds or controls 1,266,666 Shares, representing 1.83% of the total number of Shares.
3. If Mangawhai makes the Offer on terms consistent with this Letter, the Shareholder agrees to accept,
or procure the acceptance of, the Offer in respect of all of the Shares held or controlled by it (or the
Shares it has the power to hold or control the sale of), on the terms set out in this Letter. A reference to
Shareholder’s Shares is a reference to Shares the Shareholder currently holds or controls as described
above plus any Shares acquired by the Shareholder, or over which the Shareholder obtains control,
after the date of this Letter.
4. Offer: If Mangawhai elects to proceed with the Offer, Mangawhai will:
(a) send a takeover notice to Bremworth in compliance with Rule 41 of the Takeovers Code; and
(b) make the Offer in accordance with Rules 43 and 43B of the Takeovers Code.
5. Offer price and Offer Terms:
(a) Subject to paragraph 6, the Offer will be made at a price of not less than $0.90 per Share (as
may be adjusted in accordance with the offer terms, subject to paragraph 5(b)) and on terms
and conditions that are consistent with those customary for a partial takeover offer for entities
listed on the NZX Main Board (conditions of the nature or type summarised in the Schedule
being deemed to be customary for the purposes of this paragraph 5) (“Offer Terms”).
(b) The Offer Terms will not permit, and paragraph 6 below does not entitle Mangawhai to change
the Offer Terms to permit, Mangawhai to decrease the offer price set out in paragraph 5(a).
6. Variations: Mangawhai is entitled to:
(a) provide for the Offer to be for a greater percentage of the total voting rights in Bremworth than
the percentage specified in paragraph 1; and
Docusign Envelope ID: 548A22BB-BEC8-8927-81F5-E095740F03A2Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2156206
Pg. 2
(b) make such changes to the Offer Terms as are necessary or desirable to address any matter
raised by the Takeovers Panel in respect of the Offer or Offer Terms or are permitted by Rule 44
of the Takeovers Code or by any exemption from the Takeovers Code.
After Mangawhai makes the Offer, it may vary the Offer in accordance with Rule 27 of the Takeovers
Code.
7. No obligation: Nothing in this Letter requires Mangawhai to send a takeover notice or to make the
Offer, and Mangawhai may elect not to proceed with either.
Obligations of the Shareholder
8. Acceptance of Offer: Subject to:
(a) the Offer being made by Mangawhai in accordance with this Letter; and
(b) the offer price under the Offer being not less than the value (and where expressed as a range
then not below the bottom end of any value range) assessed for each Share by the independent
adviser in its report on the Offer prepared under Rule 21 of the Takeovers Code (as adjusted, as
applicable in respect of both the offer price and assessed value, for any dividend, distribution,
issue of financial products, or Share subdivision or consolidation by Bremworth),
the Shareholder agrees to accept, or procure the acceptance of, the Offer in respect of all of the Shares
in which it holds or controls (or has the power to hold or control the sale of) within one working day
after the date on which the independent adviser’s report is released to NZX. The Shareholder agrees
that its obligation to accept the Offer will not be affected by any permissible variation of the Offer made
in accordance with the Takeovers Code.
9. Dealings with Shares:
(a) The Shareholder agrees that, unless this Letter is terminated, it will not, and will not agree or
otherwise deal with, offer or commit to, directly or indirectly, sell, transfer, grant or permit an
encumbrance or adverse interest of any nature over, or otherwise dispose of, any interest in any
of its Shares to any other person, except to accept the Offer.
(b) The Shareholder agrees that, if it acquires any Shares or obtains the control of any Shares after
the date of this Letter, it will do so in compliance with all applicable law and will immediately
provide written notice to Mangawhai setting out the increased number of Shares held or
controlled by the Shareholder.
10. Warranties: The Shareholder warrants to Mangawhai that, at the date of this Letter and on the date
of the Offer:
(a) it has the legal right, authority and power to sign this Letter and to perform its obligations
under this Letter and has taken all necessary corporate and other action to authorise the
execution, delivery and performance of this Letter;
(b) this Letter constitutes valid and binding obligations enforceable against that party in
accordance with its terms;
Docusign Envelope ID: 548A22BB-BEC8-8927-81F5-E095740F03A2Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2156206
Pg. 3
(c) it is the sole legal and beneficial owner of the Shares held by it and has full power, capacity and
authority to sell those Shares; and
(d) on payment of the purchase price in accordance with the Offer, legal and beneficial title to the
Shares held by it will pass to Mangawhai free of all liens, charges, mortgages, encumbrances
and other adverse interests of any nature.
Compliance with Takeovers Code
11. Voting rights: Nothing in this Letter confers on Mangawhai the ability or right to hold or control the
voting rights attaching to the Shares, and Mangawhai will not become the holder or controller of those
voting rights except on transfer of the Shares under the Offer. The Shareholder may exercise or control
the exercise of all voting rights attached to the Shares in whatever manner it sees fit until the Shares
are transferred under the Offer.
Term
12. Termination: This Letter will automatically terminate if:
(a) Mangawhai does not send a takeover notice to Bremworth within 20 working days after the date
of this Letter, unless this period is extended in accordance with clause 13;
(b) Mangawhai does not make the Offer within 20 working days after sending a takeover notice to
Bremworth;
(c) Mangawhai withdraws the Offer in accordance with the Takeovers Code; or
(d) one of the conditions of the Offer is not satisfied or (to the extent capable of waiver) waived by
Mangawhai by the last date for the Offer to become unconditional to be included in the Offer
Terms and the Offer lapses in accordance with Rule 25(4) of the Takeovers Code.
13. Extension: If:
(a) Mangawhai receives notice from any regulatory authority to the effect that the relevant
authority threatens to take, intends to take, or has taken, steps to prevent or delay the proposed
Offer; or
(b) a Court grants an injunction restricting, preventing or prohibiting the making or completion of
the proposed Offer,
Mangawhai and the Shareholder agree that the period in paragraph 12(a) may be extended (one or
more times) by Mangawhai by the period of time that Mangawhai considers, acting reasonably and in
good faith, necessary to enable Mangawhai to resolve the relevant matter, provided that Mangawhai
may not rely on this paragraph 13 to extend the period in paragraph 12(a) to a date that is more than
80 working days after the date of this Letter.
Docusign Envelope ID: 548A22BB-BEC8-8927-81F5-E095740F03A2Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A

103346.4 - 2156206
Pg. 4
General
14. Disclosure: The parties acknowledge that Mangawhai is required to make disclosure of this Letter
under subpart 5 of part 5 of the Financial Markets Conduct Act 2013, and the Shareholder consents to
that disclosure.
15. Compliance with law: Nothing in this Letter must require any party to do any act or thing in
contravention of the Takeovers Code, the Financial Markets Conduct Act, or the Companies Act 1993.
If you agree to the terms set out in this Letter, please indicate your acceptance by countersigning below.
Signed as a Deed
MANGAWHAI COLLECTIVE LIMITED by its sole
director in the presence of:



D M Ferrier
Signature of witness


Name of witness


Occupation


City/town of residence



ALLAN BRIAN WOOLF in the presence of:


A B WOOLF
Signature of witness


Name of witness


Occupation


City/town of residence
Docusign Envelope ID: 548A22BB-BEC8-8927-81F5-E095740F03A2
Martin Roberts
Software Engineering Manager
Auckland, NZ
Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A
Matthew Wentz
Auckland
.Solicitor

103346.4 - 2156206
Pg. 5
Schedule
• Acceptances being received by the closing date of the Offer which, together with the Shares already held
or controlled by Mangawhai, would result in Mangawhai holding or controlling:
o 55% of the Shares; or,
o if Mangawhai waives the condition above in its discretion, Mangawhai receiving acceptances to
the Offer that will result in Mangawhai holding or controlling more than 50% of the Shares,
once the Offer becomes unconditional and the Shares are transferred.
• Certain customary conditions requiring the Bremworth Group to operate in the normal and ordinary
course of business, including:
o No dividends, bonuses, distributions, Share buybacks or other payments are made on any
Shares.
o No new Shares, options, warrants, performance rights, convertible securities or other financial
products are issued.
o No change, or agreement to change, Bremworth’s capital structure.
o No alteration to the rights, benefits, entitlements or restrictions attaching to any Shares.
o No new material proceedings, claims, investigations, orders or similar matters are commenced.
o No proceedings, claims, investigations, orders or similar matters are commenced.
o No unusual or abnormal payments, no assumption of material liabilities, no unusual income tax
payments, no dealing with material assets or businesses and no unapproved capital expenditure
over a certain monetary value, or major transaction arrangements.
o No amalgamations, mergers or scheme of arrangements.
o No entry into any agreement or arrangement to which NZX Listing Rule 5.1 or 5.2 applies.
o No substantive alteration to constitutional documents or to any agreement under which Shares
or other Financial Products have been issued.
o No changes to remuneration or employment or engagement terms for directors, employees or
contractors.
o No liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed.
o No breach, default under, trigger of a review event under, acceleration payment under, or
permanent reduction in available facilities or debt under any financing arrangement.
o No board or shareholder resolution is passed to do or authorise anything prohibited by the
conditions.
o No Bremworth Group member holding or controlling voting rights in a “code company” where
it and its associates hold or control more than 20% of that company’s voting rights.
o No material payment or consideration obligation arises for directors, employees or contractors
as a result of a Bremworth Group member coming under Mangawhai’s control.
o No third party exercises or threatens to exercise rights under any agreement binding on the
Bremworth Group that could materially terminate or modify a Bremworth Group interest.
o No natural disaster, accident, change of law, financial crisis, epidemic or pandemic, war,
terrorism event or other event, change, circumstance or condition occurs that has had, or could
reasonably be expected to have, a material adverse effect on the Bremworth Group as a whole.
Docusign Envelope ID: 548A22BB-BEC8-8927-81F5-E095740F03A2Docusign Envelope ID: D90FCE31-7E8A-8DB7-8327-0259997E738A