Notice under rule 41 of the Takeovers Code - Mangawhai

14 August 2026
Chairman and Directors
Bremworth Limited
7 Grayson Avenue
Papatoetoe, Auckland
By Email: rob@hewettfarmlimited.co.nz, vtan@bremworth.co.nz
Takeover notice under rule 41 of the Takeovers Code
Mangawhai Collective Limited Mangawhai Collectivegives notice under rule 41 of the Takeovers Code of
its intention to make a partial takeover offer for 43.93667% of the fully paid ordinary shares in Bremworth
Bremworth or control.
Attached to this notice are the terms of the proposed offer, including:
the information specified in Schedule 1 of the Code which is required to be contained in, or accompany,
this notice; and
the signed certificate required under clause 19 of Schedule 1 to the Code.
Mangawhai Collective proposes to proceed with the offer once it has entered into final form financing documents.
Mangawhai Collective is in advanced discussions with financing parties regarding the proposed offer and has
sufficient comfort from those financing parties to give it the confidence to proceed with this notice. Irrespective of
the availability of that funding, Mangawhai Collective confirms that it has resources available to it to pay any
debts arising under section 49 of the Takeovers Act.
Please provide the class notice, in accordance with rule 42A of the Code, containing a description (including
terms) of each class of
Yours faithfully,
David Ferrier
Sole Director, Mangawhai Collective Limited
cc: The Takeovers Panel
Level 3, Solnet House
70 The Terrace
PO Box 1171
Wellington 6011
By email: takeovers.panel@takeovers.govt.nz
NZX
Level 1, NZX Centre
11 Cable Street
PO Box 2959
Wellington 6011
By email: announce@nzx.com

Pg. 2

MANGAWHAI COLLECTIVE LIMITED






PARTIAL TAKEOVER OFFER FOR
ORDINARY SHARES IN BREMWORTH
LIMITED





THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR URGENT ATTENTION
IMPORTANT
If you are in doubt as to any aspect of this offer, you should consult your financial or legal adviser.
If you have sold all your shares in Bremworth Limited to which this offer applies, you should immediately
hand this offer document and the accompanying acceptance form to the purchaser or the agent (e.g., the
broker) through whom the sale was made, to be passed to the purchaser.
Bremworth Limited’s target company statement, together with an independent adviser’s report on the merits
of this offer, either accompanies this offer or will be sent to you within 10 working days and should be read in
conjunction with this offer.

Pg. 3

SUMMARY OF THE OFFER
Mangawhai Collective Limited (“Mangawhai Collective”, “we” or “us”) is offering to acquire 43.93667% of the
fully paid ordinary shares (“Shares”) in Bremworth Limited (“Bremworth”) not already held or controlled by
Mangawhai Collective (the “Offer”). As at [14 August] 2026, we hold or control 13,633,842.1681
1
Shares in
Bremworth, representing 19.73% of the total number of Shares. If this Offer is successful we will own a
controlling interest of more than 50% and potentially up to 55% of the Shares in Bremworth.
The key terms of the Offer are set out below.
Offer Price for Shares
$0.90 per Share in cash.
Partial Offer
The Offer is a partial offer for 43.93667% of the Shares not already held or
controlled by us.
Offer Period
The Offer is open for acceptance from [ ] 2026 and remains open for acceptance
until 11.59pm on [ ] 2026 (unless extended in accordance with the Takeovers
Code).
Scaling of
Acceptances
You may ACCEPT the Offer in respect of any number of your Shares. However, if
you accept more than 43.93667% of your Shares into the Offer, your acceptance
may be scaled in accordance with the Takeovers Code.
Details of the scaling process are set out in paragraph 6 of the Offer Terms and
Conditions. In summary, if we are required to scale acceptances, any Shares you
accept into the Offer in excess of 43.93667% of your total holding of Shares will
only be taken up by us to the extent necessary to ensure that we hold 55% of the
total number of Shares in Bremworth on completion of the Offer. This would only
occur if some Bremworth Shareholders have not accepted the Offer (or have
accepted in respect of less than 43.93667% of their Shares). If the Offer is scaled,
Bremworth Shareholders who accept the Offer in excess of 43.93667% of their
Shares will have their acceptance in respect of that excess scaled on a pro rata basis.
If we do not receive acceptances that take our holding of Shares to 55% of
Bremworth we may waive the acceptance condition and take all acceptances to the
lesser percentage received, so long as acceptances received take our holding to
more than 50% of the Shares in Bremworth. In this case there will be no need for
scaling of acceptances from any Bremworth Shareholder.
Payment Date
If you accept the Offer you will be paid in accordance with paragraph 3.1 of the
Offer Terms and Conditions.

1
This figure represents a fractional entitlement to Shares in Bremworth and has not been subject to rounding anywhere in this
Offer Document.

Pg. 4
Conditions
The Offer is conditional on the conditions contained in paragraphs 7 and 8.1 of the
Offer Terms and Conditions.
The key conditions are:
(a) us receiving acceptances to the Offer which, when taken together with the
Shares already held or controlled by us, will result in us holding or controlling
55% of the Shares or, if we waive this condition in our discretion, on us
receiving acceptances to the Offer that will result in us holding or controlling
more than 50% of the Shares; and
(b) none of the events set out in paragraph 8.1 of the Offer Terms and Conditions
occurring in the period between [ ] 2026 and the Condition Date (as defined
in paragraph 5.8).
Shareholder pre-
commitments
Certain Bremworth Shareholders have agreed to accept the Offer in respect of all of
the Shares held or controlled by them (representing 32.24% of the voting rights in
Bremworth) in accordance with the terms of the Lock Up Deeds described in
paragraph 8 of Schedule One of this Offer Document.
As a result of the Lock Up Deeds, we will receive acceptances to the Offer for at
least 40.17% of the Shares not already held or controlled by us.
Important Contacts
If you have any questions about the Offer or you require further copies of this Offer
Document and enclosures (including the Acceptance Forms) you should contact the
share registrar for the Offer, Computershare Investor Services Limited:
Telephone: 0800 991 101 (toll free within New Zealand)
+64 9 488 8794
Email: tkoacceptances@computershare.co.nz
For emails, please type “Bremworth Limited Acceptance” in the subject line.
Alternatively, you should contact your financial or legal adviser.
THIS IS A SUMMARY OF THE OFFER ONLY. DETAILED TERMS AND CONDITIONS OF THIS OFFER ARE SET
OUT IN THE OFFER TERMS AND CONDITIONS. YOU SHOULD READ THEM CAREFULLY AND IN FULL.

Pg. 5

HOW TO ACCEPT
Closing Date
The Offer closes at 11.59pm on [ ] 2026 (unless extended in accordance with the
Takeovers Code) (“Closing Date”).
If you wish to ACCEPT the Offer you must ensure that you complete your online
acceptance or that we receive your Acceptance Form by no later than the Closing
Date (or, if posted, that it is post marked by no later than the Closing Date).
We may extend the Closing Date one or more times in accordance with the
Takeovers Code.
How to ACCEPT
To ACCEPT the Offer, you should either:
(a) ACCEPT the Offer online at www.takeoveroffer.co.nz/bremworth by no later
than the Closing Date; or
(b) complete the Acceptance Form, and, if applicable, the Specified Holder
Certificate accompanying this Offer Document, in accordance with the
instructions set out on those forms by no later than the Closing Date.
If you are a Specified Holder (see below), you cannot accept the offer online and
you must instead complete the Acceptance Form and the Specified Holder
Certificate in accordance with the instructions set out on those forms.
Specified Holder
Certificate
If you hold Shares on behalf of more than one person, then:
(a) you are a “Specified Holder”; and
(b) you must complete the Specified Holder Certificate for the Offer and return it
with your Acceptance Form as outlined above.
The Specified Holder Certificate sets out the number of “Specified Persons” on
whose behalf you hold Shares, the number of Shares you hold on behalf of each of
those Specified Persons, and the respective number of Shares you accept into the
Offer on behalf of each of those Specified Persons.
If you are a Specified Holder and fail to complete the Specified Holder Certificate,
your acceptance in respect of the Offer is invalid.
Scaling
You may ACCEPT the Offer for all or some of your Shares. Your acceptance may be
subject to scaling in accordance with paragraph 6 of the Offer Terms and
Conditions.
Please refer to the Summary of the Offer for an overview of how scaling works
under this Offer.

Pg. 6
Address for
acceptance
Online (preferred):
Accept the Offer online at www.takeoveroffer.co.nz/bremworth. You will require
your CSN/Holder Number and Acceptance Code to complete your online
acceptance. If you are a Specified Holder, you cannot accept the Offer online and
you must instead return your Acceptance Form and Specified Holder Certificate as
set out below.
The CSN/Holder Number can be found on the Acceptance Form sent to you. Your
Acceptance Code will be separately emailed or posted to you for security purposes.
Alternatively, you can return the Acceptance Form and, if applicable, the Specified
Holder Certificate to us:
By email:
Email a scanned copy to: tkoacceptances@computershare.co.nz
If you do this, please use “Bremworth Limited Acceptance” as the subject line of the
email for easy identification.
By post:
Mangawhai Collective Limited
c/- Computershare Investor Services Limited
Private Bag 999045
Victoria Street West
Auckland 1142
New Zealand
By hand delivery:
Mangawhai Collective Limited
c/- Computershare Investor Services Limited
Level 2, 159 Hurstmere Road,
Takapuna,
Auckland, 0622
If you have sold SOME
of your Shares
If you have sold some of your Shares and wish to ACCEPT our Offer in respect of
all or some of the Shares you have retained, please alter the total holding on the
Acceptance Form and, if applicable, Specified Holder Certificate, to the number of
Shares which you have retained, initial the change and deliver the amended and
completed forms as described above.
If you have lost your
Acceptance Form,
Acceptance Code, or
Specified Holder
Certificate
Please contact the Registrar, Computershare at the email address set out above or
by calling 0800 991 101 (toll free within New Zealand) or +64 9 488 8794.

Pg. 7

OFFER TERMS AND CONDITIONS
1. THE OFFER
1.1 Mangawhai Collective Limited (“Mangawhai Collective”, “we” or “us”) offers to purchase
43.93667% (the “Specified Percentage”) of the fully paid ordinary shares (“Shares”) in Bremworth
Limited (“Bremworth”) not already held or controlled by us on the terms, and subject to the
conditions, set out in this Offer Document (the “Offer”).
1.2 As at [14 August] 2026, the Specified Percentage represented 24,365,309 Shares (on the basis that, on
that date, there were 69,089,365 Shares on issue and we held or controlled 13,633,842.1681 Shares).
That number of Shares represented by the Specified Percentage, or any greater or lesser number that
may result from an issue, buyback, subdivision or consolidation of Shares, is the “Specified
Number”.
1.3 The Offer to purchase your Shares includes the purchase of all rights, benefits and entitlements (such
as entitlements to dividends, bonuses and other payments and distributions of any nature) that attach
to your Shares on, after, or by reference to [14 August] 2026 (“Entitlements”). That date is the
“Notice Date” for the purposes of the Offer.
1.4 The Offer is dated [date of dispatch of Offer] 2026 (“Offer Date”).
1.5 The Offer will remain open for acceptance by you until 11.59pm on the “Closing Date”, which is:
(a) [ ] 2026 (“Initial Closing Date”); or
(b) if the Offer is extended to a later date in accordance with the Takeovers Code, that later date,
unless we withdraw the Offer entirely with the consent of the Takeovers Panel in accordance with the
Takeovers Code or unless the Offer lapses in accordance with its terms (see paragraph 5.18).
1.6 We may extend the Offer and the Closing Date one or more times.
1.7 Capitalised terms used in these Offer Terms and Conditions, and which are not otherwise defined, are
defined in the Glossary.
2. THE OFFER PRICE
2.1 We will pay you $0.90 in cash for each Share that we take up from you under the Offer (the “Offer
Price”).
3. WHEN YOU WILL GET PAID
3.1 We will pay you the Offer Price for your Shares no later than five working days after the later of:
(a) the date on which the Offer becomes unconditional;
(b) the date on which we receive your acceptance of the Offer; and
(c) the Initial Closing Date.
Although we reserve our right to declare the Offer unconditional at any point, in practice we anticipate
that we will not declare the Offer unconditional until after the Closing Date (to reflect paragraph 5.3

Pg. 8
and to ensure that any necessary scaling of acceptances can be undertaken by reference to the full
number of acceptances).
3.2 If we do not send you payment for your Shares in the period specified in paragraph 3.1, you may
withdraw your acceptance of the Offer by notice in writing to us, but only:
(a) by giving written notice to us of your intention to do so; and
(b) if you do not receive the Offer Price for your Shares during five working days after giving notice
under paragraph (a), giving written notice to us withdrawing acceptance of the Offer.
Further information about how we will pay you is set out in paragraph 9.
4. HOW TO ACCEPT THE OFFER
4.1 This Offer Document is accompanied by an Acceptance Form and Specified Holder Certificate for you
to use to accept the Offer for your Shares. You may also accept the Offer online (unless you are a
Specified Holder), as described below.
4.2 We have appointed Computershare Investor Services Limited (“Registrar”) to receive and process
Acceptance Forms and Specified Holder Certificates, and to facilitate online acceptances, on our
behalf. In this paragraph 4, a reference to sending Acceptance Forms and Specified Holder Certificates
to us, or to us receiving Acceptance Forms and Specified Holder Certificates, means sending to, or
receiving by, the Registrar.
Instructions on how to accept the Offer
4.3 To accept the Offer, you must do one of the following:
(a) Online Acceptance: Complete an online acceptance at www.takeoveroffer.co.nz/bremworth
in accordance with the instructions set out at that website (referred to in this Offer Document
as “accepting the Offer online” or an “online acceptance”). You will be required to
provide your CSN/Holder Number and Acceptance Code. Your Acceptance Code will be
separately emailed or posted to you for security purposes. You must complete your online
acceptance by no later than 11.59pm on the Closing Date.
Online acceptances are our preferred method for you to use to accept the Offer. If you are a
Specified Holder, you cannot complete an online acceptance and you must instead complete
and return the Acceptance Form and the Specified Holder Certificate in accordance with the
instructions set out on those forms.
(b) Complete and return the Acceptance Form: Complete the Acceptance Form and, if
applicable, the Specified Holder Certificate which accompany this Offer Document in
accordance with the instructions on the Acceptance Form and, if applicable, the Specified
Holder Certificate. You must return the completed Acceptance Form and, if applicable, the
Specified Holder Certificate in accordance with paragraph 4.4 so that it is received by us by no
later than 11.59pm on the Closing Date.
4.4 You may return your Acceptance Form and, if applicable, the Specified Holder Certificate to us by
email, post or hand delivery to:

Pg. 9
(a) By email:
Email a scanned copy to: tkoacceptances@computershare.co.nz
If you do this, please use “Bremworth Limited Acceptance” as the subject line of the email for
easy identification.
(b) By post:
Mangawhai Collective Limited
c/- Computershare Investor Services Limited
Private Bag 999045
Victoria Street West
Auckland 1142
New Zealand
(c) By hand delivery:
Mangawhai Collective Limited
c/- Computershare Investor Services Limited
Level 2, 159 Hurstmere Road,
Takapuna,
Auckland, 0622
Neither we nor the Registrar will provide you with any acknowledgement of receipt of your acceptance
of the Offer, including any online acceptance, Acceptance Form and, if applicable, the Specified Holder
Certificate.
If you hold Shares on behalf of other persons
4.5 If you hold your Shares on behalf of more than one person then you are a “Specified Holder” and
you MUST complete the Specified Holder Certificate for the Offer and return it to us with your
Acceptance Form in accordance with paragraph 4.4, so as to be received by us by no later than 11.59pm
on the Closing Date. If you fail to do so, your acceptance of the Offer is invalid (including for the
purposes of paragraphs 6, 7 and 9). We will provide your Specified Holder Certificate to the person
who administers Bremworth’s share register, for the purposes of rule 14B(b) of the Takeovers Code.
4.6 Paragraph 4.5 applies regardless of:
(a) whether the holdings are direct or indirect;
(b) whether you are a custodian or not; or
(c) the particular arrangements between you and the person on whose behalf you hold Shares.
For further information on whether you need to complete and return a Specified Holder Certificate, see
the ‘Questions and Answers’ section of the Specified Holder Certificate.
4.7 You do not need to complete and return a Specified Holder Certificate if you hold Shares for yourself or
on behalf of only one other person.

Pg. 10
Acceptance Forms and Specified Holder Certificates
4.8 If we receive an Acceptance Form and/or Specified Holder Certificate after the Closing Date which
bears a postmark or other evidence of postage or despatch on or prior to 11.59pm on the Closing Date,
that Acceptance Form and/or Specified Holder Certificate will be deemed to have been received by us
prior to 11.59pm on the Closing Date (including for the purposes of the condition in paragraph 7).
4.9 If you lose or damage your Acceptance Code for online acceptances, Acceptance Form and/or Specified
Holder Certificate, please request another one from the Registrar at the contact details set out in
paragraph 4.4, or by calling 0800 991 101 (toll free within New Zealand) or +64 9 488 8794.
4.10 If you complete and return your Acceptance Form but do not specify a number of Shares or you specify
a number that is greater than your holding of Shares, you will be deemed to have accepted the Offer for
all of your Shares.
4.11 We may, in our discretion:
(a) treat any online acceptance or Acceptance Form as valid even if that online acceptance or
Acceptance Form is not accompanied by your relevant CSN/Holder Number, does not comply
with any instructions on the online acceptance website or Acceptance Form (as applicable), or is
otherwise irregular;
(b) rectify any errors in, or omissions from, any online acceptance or Acceptance Form to enable
that form or online acceptance to constitute a valid acceptance of this Offer and to facilitate
registration of the transfer of Shares to us (including inserting or correcting details and filling in
any blanks); or
(c) subject to the Takeovers Code:
(i) treat any Specified Holder Certificate as valid even if that Specified Holder Certificate
does not comply with any instructions on the Specified Holder Certificate; and
(ii) rectify any errors in, or omissions from, any Specified Holder Certificate to enable that
certificate to comply with rules 14B and 14D of the Takeovers Code and to facilitate the
taking up of Shares in accordance with rule 14E of the Takeovers Code and paragraph 6.
4.12 We will determine, in our discretion, all questions about online acceptances, Acceptance Forms,
Specified Holder Certificates and related documents, including the validity, eligibility, time of receipt,
and effectiveness, of an acceptance of the Offer. Our determination will be final and will bind you and
all other persons. You may not challenge or appeal that determination.
5. KEY TERMS OF THE OFFER
Who may accept the Offer
5.1 The Offer is made to all holders of Shares in Bremworth and is open for acceptance in accordance with
its terms by each such person, whether or not you acquired Shares before, on or after the Offer Date.
Acceptance of the Offer and your agreement to sell your Shares
5.2 You may accept the Offer for some or all of your Shares. Your acceptance may be subject to scaling, as
set out in paragraph 6.

Pg. 11
5.3 The number of Shares that you may sell to us under the Offer will be determined by reference to the
number of Shares that you hold at 11.59pm on the Closing Date, as recorded in Bremworth’s share
register.
5.4 If you accept the Offer you create a binding contract with us. You agree to sell, and we agree to
purchase, the Shares for which you accept the Offer and all Entitlements attaching to those Shares on
the terms, and subject to the conditions, of the Offer (including the scaling provisions in paragraph 6)
and the provisions of the Takeovers Code.
5.5 Your acceptance of the Offer is irrevocable. You may not withdraw your acceptance, whether or not we
have varied the Offer in accordance with the Takeovers Code, except in accordance with paragraph 3.2
(which allows you to withdraw your acceptance if we do not pay you within a specified period). You
may, however, be released from the obligations arising from acceptance of the Offer in the limited
circumstances set out in paragraph 5.18.
5.6 Your acceptance of the Offer must be free of any and all amendments, restrictions, or conditions of any
nature whatsoever (“Condition of Acceptance”). If you attempt or purport to impose any Condition
of Acceptance, it will be void and of no effect and we will be entitled to treat your acceptance as a valid
and binding acceptance of the Offer free and clear of any Condition of Acceptance. The conditions set
out in paragraphs 7 and 8.1 are not Conditions of Acceptance.
Conditions of the Offer
5.7 The Offer is subject to the conditions set out in paragraphs 7 and 8.1. We will buy the Shares that we
are to take up from you under the Offer only if each of those conditions is satisfied or waived by us, to
the extent capable of waiver, and we declare the Offer unconditional.
5.8 The latest date on which we can declare the Offer unconditional is 10 working days after the Closing
Date (excluding, for this purpose, any extension of the Offer beyond the maximum period under rule
24C of the Takeovers Code) (“Condition Date”).
5.9 As a consequence:
(a) if the Offer is not extended and the Offer period ends on the Initial Closing Date, then the
Condition Date is [Initial Closing Date + 10 working days];
(b) if the Offer is extended (excluding any extension of the Offer beyond the maximum period
under rule 24C of the Takeovers Code), the Condition Date will be 10 working days after the end
of the extended Offer period. If we extend the Offer period, we will specify in our variation
notice the new Condition Date.
5.10 We may, subject to paragraphs 8.3 and 8.5 and the Takeovers Code, invoke a condition of the Offer at
any time prior to 11.59pm on the Condition Date. If the Offer is not declared unconditional, or the
outstanding conditions to it are not satisfied or waived (to the extent capable of waiver) by us by
11.59pm on the Condition Date, then the Offer will lapse and paragraph 5.18 will apply.
Your obligations on acceptance of the Offer
5.11 Legal and beneficial ownership of, and title to, the Shares which we take up from you under the Offer
and the Entitlements attaching to those Shares will pass and transfer to us, free of security interests,
mortgages, options, liens, charges, encumbrances or other adverse interest of any nature

Pg. 12
(“Encumbrances”) on payment of the Offer Price for your Shares in accordance with paragraphs 3.1
and 9.
5.12 You must, on request by us, provide to us or Bremworth’s share registrar satisfactory evidence of your
entitlement to Shares for which you have accepted, or wish to accept, the Offer and/or the full and
immediately effective release and discharge of any and all Encumbrances over those Shares. We may
treat your acceptance as invalid if you do not comply with your obligations under this paragraph, and
we are not required to notify you that we have done so.
5.13 You must not, and must not attempt or agree to, sell, transfer, grant an Encumbrance over or
otherwise dispose of any interest in or control over any or all of the Shares for which you accept the
Offer, except for acceptance of the Offer. For the avoidance of doubt, nothing in this paragraph 5.13 or
any other term of the Offer confers on us any control over the voting rights attaching to your Shares
unless and until ownership and title to those Shares passes to us under paragraph 5.11.
5.14 You irrevocably authorise and instruct Bremworth and Bremworth’s share registrar to refuse to
register any transfer of any or all of the Shares for which you accept the Offer prior to the time at
which:
(a) legal and beneficial title and ownership of the Shares which we take up from you under the
Offer passes to us under paragraph 5.11; or
(b) you are released from your obligations under paragraph 5.18.
You agree that Bremworth and Bremworth’s share registrar may rely on the authorisation set out in
this paragraph, even if you attempt to revoke your authorisation.
Your warranties to us
5.15 By completing an online acceptance or the Acceptance Form and accepting the Offer, you represent
and warrant to us that:
(a) you are the sole legal and beneficial owner of the Shares for which you accept the Offer or the
sole legal owner of those Shares, and, in either case, you are entitled to deal with the Shares for
which you accept the Offer and you have all necessary power, capacity and authority to sell
those Shares and accept the Offer;
(b) the online acceptance has been duly completed and submitted or the Acceptance Form has been
duly completed and executed and is binding on you in accordance with its terms and the terms
of the Offer;
(c) legal and beneficial title and ownership of the Shares that we take up from you under the Offer
will pass to us in accordance with paragraph 5.11; and
(d) accepting the Offer in the manner contemplated by the online acceptance or the Acceptance
Form and, if applicable, the Specified Holder Certificate will not cause us to breach any law in
paying you the Offer Price for your Shares.
5.16 If you have:
(a) completed and returned a Specified Holder Certificate, you represent and warrant to us that the
Specified Holder Certificate is true and correct and has been duly completed and executed; and

Pg. 13
(b) not completed and returned a Specified Holder Certificate, you represent and warrant to us that
you do not hold your Shares on behalf of more than one person and that you are not required to
provide us with a Specified Holder Certificate under these Offer Terms and Conditions and the
Takeovers Code.
5.17 Despite anything to the contrary in the online acceptance website, Acceptance Form or Specified
Holder Certificate, if you are a joint holder of Shares (whether or not as a trustee of a trust) and the
online acceptance is completed or an Acceptance Form and, if applicable, Specified Holder Certificate
is signed by one or some, but not all, joint holders, then you represent and warrant to us that:
(a) the holder(s) who has/have submitted or completed the online acceptance or signed the
Acceptance Form and, if applicable, Specified Holder Certificate do(es) so on behalf of and as
duly authorised agent(s) for the joint holder(s) who has/have not completed that online
acceptance or signed that form and, if applicable, certificate, that such authority has not been
revoked, and that the acceptance or form and, if applicable, certificate is binding on the joint
holder(s) who has/have not submitted the online acceptance or signed the Acceptance Form
and, if applicable, Specified Holder Certificate; and
(b) if you hold the relevant Shares as a trustee of a trust, the instrument constituting the trust
permits the submission of the online acceptance or the execution of the Acceptance Form and,
if applicable, Specified Holder Certificate in the manner in which it was submitted or executed.
All obligations will be released in certain circumstances
5.18 You will be, and we will be, released from any and all obligations arising from the Offer and/or from
your acceptance of the Offer if we withdraw the Offer with the consent of the Takeovers Panel or if the
Offer lapses as a result of any condition in paragraph 7 or 8.1 not being satisfied or waived (to the
extent capable of waiver) by 11.59pm on the Condition Date. If the Offer is withdrawn or lapses, we
may destroy all online acceptances and Acceptance Forms.
6. SCALING OF ACCEPTANCES
6.1 If you accept the Offer for the Specified Percentage of your Shares, or a lesser number of Shares, and
the Offer becomes unconditional, then we will purchase all of the Shares for which you accepted the
Offer. If you accept the Offer for more than the Specified Percentage of your Shares, then your
acceptance may be subject to scaling in accordance with this paragraph 6.
6.2 If we receive acceptances to the Offer for an aggregate number of Shares in excess of the Specified
Number, some or all Bremworth Shareholders who accepted the Offer will have done so in respect of
more than the Specified Percentage of their Shares (each a “Surplus Acceptor” and those Shares
being “Surplus Shares”). If this occurs then, in accordance with the Takeovers Code:
(a) we will take up from each Bremworth Shareholder who accepted the Offer the lesser of:
(i) the number of Shares that represents the Specified Percentage of the Shares held by that
Bremworth Shareholder; or
(ii) the number of Shares in respect of which that Bremworth Shareholder has accepted the
Offer; and

Pg. 14
(b) if the number of Shares that we acquire under paragraph (a) is less than the Specified Number,
then we will take up further Shares from each Surplus Acceptor. The further number of Shares
to be taken up from each Surplus Acceptor is the number of Shares which bears the same
proportion to that Surplus Acceptor’s Surplus Shares, as the balance of the Shares that is
required by us to acquire the Specified Number bears to the total of all of the Surplus Acceptors’
Surplus Shares.
6.3 If we receive one or more Specified Holder Certificates, we will take up Shares in accordance with rule
14E of the Takeovers Code and paragraph 6.2 will apply accordingly. In broad terms, rule 14E provides
that where a Specified Holder holds Shares on behalf of more than one person (each such person being
a “Specified Person”), in certain circumstances we must treat the Specified Person (and not the
Specified Holder) as the Surplus Acceptor for the purposes of scaling calculations. For example, a
Specified Person will be treated as a Surplus Acceptor where that Specified Person accepts the Offer
(through the Specified Holder) for more than the Specified Percentage of the Shares held by the
Specified Holder on behalf of the Specified Person.
6.4 Notwithstanding paragraphs 6.1 and 6.2, if we waive the condition in paragraph 7(a) and declare the
Offer unconditional at a level that results in us holding or controlling more than 50% but less than
the percentage specified in paragraph 7(a) of the voting rights in Bremworth, no scaling of acceptances
will occur and we will acquire from each accepting Bremworth Shareholder all of the Shares in respect
of which they accepted the Offer, regardless of whether those Shares exceed the Specified Percentage of
that Bremworth Shareholder’s holding.
7. MINIMUM ACCEPTANCE CONDITION
The Offer and any contract arising from acceptance of it are conditional on us receiving acceptances to
the Offer by no later than 11.59pm on the Closing Date that when taken together with the Shares
already held or controlled by us will, on the Offer being declared unconditional and the Shares being
transferred to us, result in us holding or controlling:
(a) not less than 55% of the voting rights in Bremworth; or
(b) if Mangawhai Collective waives the condition in paragraph (a) (which it may do in its
discretion), more than 50% of the voting rights in Bremworth.
8. FURTHER CONDITIONS OF THE OFFER
8.1 The Offer and any contract arising from acceptance of it are subject to the conditions that, except as
otherwise agreed in writing by us, during the period on and from the Notice Date until the Condition
Date:
(a) no dividends, bonuses, other payments or “distributions” (as that term is defined in the
Companies Act 1993) of any nature (including, without limitation, any share buybacks) have
been or will be authorised, declared, paid, or made, on or in respect of, any of the:
(i) Shares; or
(ii) other Financial Products (as defined in paragraph (b)) issued by Bremworth or a
subsidiary of Bremworth (together, the “Group”), except for a dividend, bonus,
payment or distribution made by one member of the Group to Bremworth or to another
member of the Group that is wholly owned by Bremworth;

Pg. 15
(b) no shares, options, warrants, performance rights, other equity securities, securities that are
convertible into or exchangeable for equity securities, or other financial products of any nature
(including rights or interests in any Shares) of Bremworth or any member of the Group
(“Financial Products”), have been or will be issued, agreed to be issued, or made the subject
of any option or right to subscribe, except for the issue of Shares on exercise or vesting of the
Options and/or Performance Rights or the issue of Financial Products by one member of the
Group to Bremworth or to another member of the Group that is wholly owned by Bremworth;
(c) there is no change to, and no agreement to change, the capital of Bremworth, including the
reclassification, consolidation, subdivision, combination, redemption, repurchase or
cancellation of any Shares or other Financial Products;
(d) there is no alteration of the rights, benefits, entitlements and restrictions attaching to any of the
Shares or other Financial Products (if any) of any member of the Group;
(e) no:
(i) action, claim, litigation, prosecution or other form of proceeding (including arbitration
or alternative dispute resolution); or
(ii) determination, order, injunction, inquiry, action or investigation of or by a Court,
regulatory body or government agency,
that:
(iii) is material to the Group, taken as a whole; and
(iv) was not publicly disclosed to NZX by Bremworth before the Notice Date,
is made, continued, notified, commenced or issued against, or (in respect of sub-paragraph (i))
by, any member of the Group;
(f) no:
(i) action, claim, litigation, prosecution or other form of proceeding (including arbitration
or alternative dispute resolution); or
(ii) determination, order, injunction, inquiry, action or investigation by a Court, regulatory
body or government agency,
is notified, commenced, made or issued against any member of the Group or us that restrains,
prohibits, materially impedes, or materially adversely impacts the Offer or our ability to
proceed with and obtain the benefits of the Offer (or is reasonably likely to do any of those
things);
(g) the businesses of each member of the Group are carried on, in all respects which are material to
the Group taken as a whole, in the normal and ordinary course;
(h) without limiting paragraph (g), except in the ordinary course of business, no member of the
Group (separately or together):
(i) makes, undertakes or agrees to any unusual or abnormal payments, commitments or
liabilities (including contingent liabilities) that are material or could be material to the

Pg. 16
Group taken as a whole, and no member of the Group makes any unusual payment of
income tax;
(ii) disposes of, purchases, tenders or bids for, transfers, leases, grants or permits any
Encumbrance over, grants an option or legal or equitable interest in respect of, or
otherwise deals with a legal or equitable interest in a material asset, business, operation,
property or subsidiary (or agrees, including agreeing to materially vary any agreement,
to do any of these things or makes an announcement in respect of any of them), that is
material to the Group taken as a whole, except for conduct that is solely between:
(A) Bremworth and a member of the Group that is wholly owned by Bremworth; or
(B) two or more members of the Group that are wholly owned by Bremworth;
(iii) undertakes or commits to any capital expenditure over $150,000 (in aggregate) that, as
at the Notice Date, had not been approved by the Board or contractually committed to
by the member of the Group; and
(iv) enters into, materially varies, or terminates:
(A) any onerous, long term or material contract, commitment or arrangement that is
material to the Group taken as a whole; or
(B) a major transaction (as defined in section 129(2) of the Companies Act 1993),
except for a major transaction that is solely between: (1) Bremworth and a
member of the Group that is wholly owned by Bremworth; or (2) two or more
members of the Group that are wholly owned by Bremworth;
(i) no resolution is passed for an amalgamation of any member of the Group and no member of the
Group agrees to implement, is involved in, or seeks any Court orders or shareholder approvals
in respect of, any merger or scheme of arrangement;
(j) no member of the Group enters into, materially varies, waives compliance with any material
provision of, or terminates, an agreement or arrangement, or completes or settles any
agreement or arrangement, to which NZX Listing Rule 5.1 or 5.2 applies, or would apply but for
the granting of a waiver or ruling by NZX;
(k) there is no alteration to the constitutional documents of any member of the Group or to any
agreement under which any Shares or other Financial Products have been issued by any
member of the Group, other than amendments that are of a formal or technical, and not
substantive, nature or amendments that are required to comply with law or the NZX Listing
Rules;
(l) no member of the Group:
(i) changes the remuneration, or any of the terms of employment or engagement, of any
director, employee or contractor for personal services except for changes made in
accordance with established review policies, or otherwise made in the ordinary course of
business consistent with past practices, and there is no agreement to make any of those
changes;

Pg. 17
(ii) commences the employment or engagement of any director, employee or contractor for
personal services for annual remuneration in excess of $100,000, except for the
purposes of filling a vacant position;
(m) no liquidator, receiver, receiver and manager, statutory manager, voluntary administrator or
similar official is appointed in respect of any member of the Group or any of its assets and no
other actions to appoint such a person are announced;
(n) in respect of any financing or loan arrangement, agreement or instrument under which a
member of the Group has obtained a loan, debt financing facility or other financial
accommodation and any related security arrangements (“Financing Arrangements”), no
member of the Group:
(i) breaches any obligation or covenant, unless:
(A) the breach is remedied in accordance with the relevant cure rights under the
Financing Arrangement; and
(B) the remedy, and any related arrangements with the counterparty or
counterparties to the Financing Arrangement, do not result in material cost to,
and are not otherwise materially adverse to, the Group taken as a whole;
(ii) relies on any waiver or amendment from a counterparty or from counterparties to a
Financing Arrangement to avoid the breach or potential breach of any obligation or
covenant under the Financing Arrangement, unless:
(A) the waiver or amendment extends until the earlier of the end of the term of the
Financing Arrangement and the date which is two months after the Closing Date;
and
(B) the waiver or amendment, and any related arrangements with the counterparty
or counterparties to the Financing Arrangement, do not result in material cost to,
and are not otherwise materially adverse to, the Group taken as a whole;
(iii) does or omits to do any act, matter or thing that results, or is reasonably likely to result
(including by the passing of time), in an event of default, potential event of default, or
event of review occurring, unless:
(A) the event of default, potential event of default, or event of review is remedied in
accordance with the relevant cure rights under the Financing Arrangement; and
(B) the remedy, and any related arrangements with the counterparty or
counterparties to the Financing Arrangement, do not result in material cost to,
and are not otherwise materially adverse to, the Group taken as a whole;
(iv) does or omits to do any act, matter or thing that results in the obligation to pay any
amount under a Financing Arrangement being accelerated, except for a payment that
satisfies the requirements in sub-paragraph (i), (ii) or (iii) (as applicable); or
(v) permanently reduces the facility limits, or amount of debt, available under any
Financing Arrangements ahead of a maturity date;

Pg. 18
(o) there not having occurred any events, circumstances or conditions of the nature referred to in
paragraphs (a) to (n) (ignoring, for this purpose, any materiality or similar qualifications
therein) which (while not causing a failure of any of the conditions set out in any such
paragraphs), when aggregated with all other events, changes, circumstances or conditions of
any of the natures referred to in such paragraphs (ignoring, for this purpose, any materiality or
similar qualifications therein) that have occurred, mean that the overall impact of all such
aggregated events, changes, circumstances or conditions taken as a whole is materially adverse,
or could be materially adverse, to the Group taken as a whole;
(p) no board resolution or shareholders’ resolution of any member of the Group is passed to do or
authorise the doing of any act, matter or thing referred to in any of paragraphs (a) to (n);
(q) no member of the Group increases its holding or control of voting rights in a company which is
a “code company” for the purposes of the Takeovers Code where, after that increase, the Group
and its “associates” (as that term is defined in rule 4 of the Takeovers Code) in aggregate hold or
control more than 20% of the voting rights in that code company;
(r) no member of the Group is, or will be, under any obligation to make any payment or provide
any consideration to any of its directors, employees or contractors for personal services in the
event of any member of the Group becoming our subsidiary or under our control, which is
material in the context of the Group taken as a whole;
(s) there is no person exercising, purporting to exercise or stating an intention to exercise any
rights or refusing to give any required waiver or consent under any provision of any agreement,
arrangement or other instrument to which any member of the Group is a party, or by or to
which any member of the Group or any of its assets may be bound or be subject, which results,
or could result, to an extent which is material in the context of the Group taken as a whole, in:
(i) any such agreement, arrangement or other such instrument being terminated or
modified or any action being taken or arising thereunder; or
(ii) the interest of any member of the Group in any firm, joint venture, trust, corporation or
other entity or unincorporated body (or any arrangements relating to such interest)
being terminated or modified or required to be transferred or offered for sale;
(t) there not being or having occurred:
(i) a natural disaster, accident, change of law or regulation, financial crisis, epidemic or
pandemic, war, or act of terrorism; or
(ii) any other event, change, circumstance, or condition that has had, or could reasonably be
expected to have,
a material adverse effect on the business, financial or trading position, assets (including
contractual rights) or liabilities, profitability or prospects of the Group taken as a whole.
Nature of the conditions of the Offer
8.2 Each condition in paragraphs 7 and 8.1 is a separate and independent condition, and is solely for our
benefit. We may waive any or all of those conditions (except for the condition in paragraph 7(b), and
for avoidance of doubt, we may waive the condition in paragraph 7(a)), in whole or in part, and on any

Pg. 19
terms, in our discretion. If we waive a condition, in whole or in part, the waiver will apply only in
accordance with its terms, and will not operate as a waiver of or consent to any similar matter or thing.
You have no right to waive any condition.
8.3 Where any condition set out in paragraph 8.1 requires a determination as to whether a matter is or
could reasonably be expected to be material or not, is adverse or not, is reasonable or not, is onerous or
not, is long term or not, is normal or not, is abnormal or not, is usual or not, is unusual or not, is in the
ordinary course of business or not, is consistent or not, is of a formal or technical (and not substantive)
nature or not, or any similar determination is required in relation to any such condition, before the
condition may be invoked, such determination must (unless the determination does not depend on our
judgement or control or the judgement or control of any of our associates) be made by a suitably
qualified expert nominated by us who is independent of, and not an associate of, us.
The Offer will only proceed if it becomes unconditional in all respects
8.4 The Offer will only proceed, and you will only be paid for your Shares which we are to take up from you
under the Offer, if each of the conditions set out in paragraphs 7 and 8.1 are satisfied or waived by us
(to the extent capable of waiver) and we declare the Offer unconditional. If this does not occur, the
Offer will lapse and paragraph 5.18 will apply.
When we will not rely on a condition
8.5 We will not allow the Offer to lapse:
(a) in unreasonable reliance on a condition of the Offer; or
(b) in reliance on a condition of the Offer that restricts Bremworth’s activities in the ordinary
course of Bremworth’s business during the period commencing on the Notice Date (being the
date on which we gave a takeover notice to Bremworth under rule 41 of the Takeovers Code)
and ending on the Condition Date.
9. HOW WE WILL SETTLE THE OFFER AND PAY YOU
9.1 We will pay you the Offer Price for your Shares that we take up from you under the Offer in accordance
with paragraph 3 and this paragraph 9 if:
(a) we declare the Offer unconditional;
(b) your online acceptance or Acceptance Form is in order (or we rectify any errors or omissions
from the online acceptance or Acceptance Form or otherwise accept your online acceptance or
Acceptance Form as valid under paragraph 4.11); and
(c) if applicable, your Specified Holder Certificate is received and is in order (or we rectify any
errors or omissions from the Specified Holder Certificate or otherwise accept your Specified
Holder Certificate as valid under paragraph 4.11).
9.2 We will pay you for your Shares by making an electronic funds transfer to the New Zealand dollar
account with the New Zealand registered bank identified in your online acceptance or Acceptance
Form. If your registered address is not in New Zealand, you can elect to be paid by electronic funds
transfer in a currency other than New Zealand dollars using InvestorPay by following the requirements
for such a payment set out in the Acceptance Form.

Pg. 20
9.3 However, if:
(a) you do not provide us with details of a New Zealand dollar account with a New Zealand
registered bank;
(b) your desired account is not a New Zealand dollar account with a New Zealand registered bank;
or
(c) the details that you provide to us are not sufficient for us to make an electronic funds transfer to
your desired account,
we may deem the Acceptance Form invalid or we may choose to pay the Offer Price to you by electronic
funds transfer to any existing New Zealand dollar account that you have advised to Bremworth’s share
registrar (such as for dividend payments) which is known to us.
9.4 If we choose to make payment to you in accordance with paragraph 9.3:
(a) we are not obliged to notify you that we have done so; and
(b) we will have no liability to you for our choice to do so.
9.5 In no circumstances will we be liable to you for interest on any payment due to you.
10. NOTICES
10.1 Notices that we give to Bremworth, the Takeovers Panel and NZX:
(a) declaring this Offer unconditional;
(b) advising that the Offer is withdrawn in accordance with the Takeovers Code; and
(c) advising that the Offer has lapsed in accordance with its terms or the Takeovers Code,
will, in each case, be deemed to be notice to you and all other offerees when so given, and will be
deemed to be given on the day of notification to NZX.
10.2 Notice of any variation of the Offer will be sent to Bremworth, the Takeovers Panel, NZX and, except
where not required in accordance with the Takeovers Code, to you and each other offeree under the
Offer.
11. FURTHER INFORMATION, INTERPRETATION AND GENERAL TERMS
Takeovers Code information
11.1 Further information relating to the Offer, as required by Schedule 1 to the Takeovers Code, is set out in
Schedule One and forms part of this Offer Document.
Interpretation
11.2 In this Offer Document:
(a) except if expressly defined in this Offer Document, or where the context requires otherwise,
terms defined in the Takeovers Code have the same meaning in this Offer Document;
(b) references to amounts of money are to New Zealand currency and to times are to New Zealand
time;

Pg. 21
(c) headings are for convenience only and do not affect the interpretation of this Offer Document
or any online acceptance, Acceptance Form or Specified Holder Certificate;
(d) the singular includes the plural and vice versa;
(e) “include” or any form of that word is to be construed as if followed by “without limitation”;
(f) a reference to “you” is to the person who holds Shares;
(g) if you hold your Shares jointly (whether or not as trustee of a trust), unless otherwise expressly
stated a reference to you is a reference to all joint holders together;
(h) a reference to our discretion means our sole and absolute discretion;
(i) other than the Specified Percentage or as otherwise specified, all percentages are rounded to
two decimal places; and
(j) a reference in paragraph 8 to a “subsidiary” includes a partnership, unincorporated joint
venture or other unincorporated body which is directly or indirectly controlled by Bremworth
or in respect of which a member of the Group is the beneficial owner of, or is entitled to, more
than 50% of the economic rights or interests.
Takeover laws prevail
11.3 If there is an inconsistency between the terms and conditions of the Offer and the provisions of the
Takeovers Act or the Takeovers Code, the provisions of the Takeovers Act or the Takeovers Code (as
the case may be) will prevail to the extent of that inconsistency.
Documents and transfers are at your risk
11.4 All electronic funds transfers, online acceptances, Acceptance Forms, Specified Holder Certificates and
other documents to be delivered, sent, submitted, or transferred by or to you will be delivered, sent,
submitted or transferred at your own risk.
Variation of the Offer
11.5 We may vary the Offer in accordance with rule 27 of the Takeovers Code or any exemption granted by
the Takeovers Panel under section 45 of the Takeovers Act.
Acceptance Form is part of the Offer
11.6 The provisions set out in the online acceptance website and the Acceptance Form are part of the terms
of the Offer. The acceptance provisions of the online acceptance website and the Acceptance Form
sent with this Offer Document are the same, except for differences that reflect practical distinctions
between a website and a form.
Privacy and Personal Information
11.7 We and our related entities and their respective directors, officers, employees, service providers and
advisers may collect personal information about you in the process of the Offer (“Personal
Information”). Such Personal Information may include your name, contact details, and holdings of
equity securities in Bremworth.

Pg. 22
11.8 The primary purpose of the collection of Personal Information is to assist us to make the Offer and to
give effect to these Offer Terms and Conditions. Personal Information may be stored in hard copy form
or electronic form, including with third party data storage facilities and in cloud storage located inside
or outside New Zealand.
11.9 Personal Information may be disclosed to the Registrar, print and mail service providers, members of
the Group, our related entities, and to service providers and advisers to the Group or us and our
related entities.
11.10 You may have certain rights to access Personal Information that has been collected. If you wish to do
so, you should contact the Registrar in the first instance. Our contact details and the contact details for
the Registrar are set out in the Directory.
Governing law and jurisdiction
11.11 The Offer and any contract arising from acceptance of it are governed by, and must be construed in
accordance with, the laws of New Zealand.
11.12 You submit to the non-exclusive jurisdiction of the Courts of New Zealand.

Pg. 23
Schedule One: Takeovers Code Information
The information required by Schedule 1 to the Takeovers Code, and not stated elsewhere in this Offer Document, is set
out below. Where any information required by Schedule 1 is not applicable, no statement is made regarding that
information. The following matters are stated as at [14 August] 2026 (the “Notice Date”). [Note: “Notice Date” will
become the “Offer Date” in the final offer.]
1. DATE
1.1 The Offer is dated [ ] 2026.
2. OFFEROR AND ITS DIRECTORS
2.1 The name of the offeror is Mangawhai Collective Limited (“Mangawhai Collective”), and its postal address
is: Walker Wayland Auckland Limited, Level 14, 88 Shortland Street, Auckland Central, Auckland 1010, New
Zealand.
2.2 Its electronic address is: mcshareoffer@wwauckland.co.nz.
2.3 The sole director of Mangawhai Collective is David McDougall Ferrier.
2.4 Mangawhai Collective and David McDougall Ferrier will each become the controller of an increased
percentage of voting securities in Bremworth as a result of any acquisition made under the Offer.
3. TARGET COMPANY
3.1 The name of the target company is Bremworth Limited (“Bremworth”).
4. OFFER TERMS
4.1 All of the terms and conditions of the Offer are set out in this Offer Document to which this schedule is
attached.
5. PARTICULARS OF VOTING SECURITIES SOUGHT
5.1 The table below sets out the particulars of the Shares sought by Mangawhai Collective under the Offer:
Number of
Shares
Percentage of all
Shares
2

Shares that Mangawhai Collective would hold or control after
successful completion of the Offer (provided that the 55%
minimum acceptance condition in paragraph 7(a) of the Offer
Terms and Conditions is satisfied).
37,999,151.1681 55%
Shares that Mangawhai Collective would hold or control if
Mangawhai Collective receives acceptances only in respect of
the minimum number of Shares required to satisfy the
34,544,683.1681 50%

2
All percentages are calculated based on the relevant number of Shares being divided by 69,089,365, being the total number of Shares
on issue on the Notice Date (multiplied by 100 and rounded to five decimal places).

Pg. 24
Number of
Shares
Percentage of all
Shares
2

minimum acceptance condition (provided that the 55%
minimum acceptance condition in paragraph 7(a) of the Offer
Terms and Conditions is waived by Mangawhai Collective but
Mangawhai Collective satisfies the non-waivable minimum
acceptance condition in paragraph 7(b) of the Offer Terms and
Conditions).
Shares that Mangawhai Collective already holds or controls. 13,633,842.1681 19.73363%
Shares sought by Mangawhai Collective. 24,365,309
3

(i.e., the Specified
Number)
43.93667%
(i.e., the Specified
Percentage)
The aggregate of the number of Shares that Mangawhai
Collective would hold or control after successful completion of
the Offer (provided that the 55% minimum acceptance
condition in paragraph 7(a) of the Offer Terms and Conditions
is satisfied) together with the number of Shares held or
controlled by Mangawhai Collective’s associates.
37,999,151.1681 55%

5.2 The numbers and percentages in the table above are calculated based on the following assumptions:
(a) Shares are the only class of voting security in Bremworth;
(b) there are 69,089,365 Shares on issue; and
(c) there is no change in the number of Shares on issue in the period between the Notice Date and
successful completion of the Offer.
6. OWNERSHIP OF EQUITY SECURITIES OF BREMWORTH
6.1 The table below sets out the number, designation and percentage of equity securities of Bremworth of any
class held or controlled by:
(a) Mangawhai Collective (as offeror);
(b) any related company of Mangawhai Collective;
(c) any person acting jointly or in concert with Mangawhai Collective;
(d) any director of any of the persons described in sub-paragraphs (a) to (c) above; and

3
The Specified Number has been rounded up to the nearest whole Share.

Pg. 25
(e) any other person holding or controlling 5% or more of the class, to the knowledge of Mangawhai
Collective.
Name Description Number of equity
securities held or
controlled
Type of equity
security
Percentage of
Class
Mangawhai
Collective
4

The offeror 13,633,842.1681
5
Ordinary shares 19.73%
Henry Lawford
Lonsdale Ferrier
6

Person acting in
concert with
Mangawhai
Collective
188,943.1681
7
Ordinary shares 0.27%
Rural Aviation
(1963) Limited
8

Person holding or
controlling 5% or
more of Shares
4,283,821 Ordinary shares 6.20%

6.2 Except as stated in the above table, no person referred to in paragraphs 6.1(a) to 6.1(d) holds or controls
equity securities of Bremworth.
6.3 No person referred to in paragraphs 6.1(a) to 6.1(d) has a relevant interest in a derivative for which the
underlying is one or more equity securities in Bremworth.
7. TRADING IN BREMWORTH EQUITY SECURITIES
7.1 The table set out in the Appendix to this Schedule One contains details of the acquisition or disposition of
equity securities of Bremworth by persons referred to in paragraphs 6.1(a) to 6.1(d) above during the six
month period before the Notice Date.
7.2 Except as stated in the table in the Appendix to this Schedule One, no person referred to in paragraphs 6.1(a)
to 6.1(d) has, during the six month period before the Notice Date, acquired or disposed of:
(a) any equity securities of Bremworth; or
(b) a relevant interest in a derivative for which the underlying is one or more equity securities of
Bremworth.

4
Mangawhai Collective controls the ordinary shares held by Henry Lawford Lonsdale Ferrier.
5
The number of equity securities held or controlled by Mangawhai Collective includes the total number of equity securities held or
controlled by Henry Lawford Lonsdale Ferrier.
6
Henry Lawford Lonsdale Ferrier is the son of David McDougall Ferrier and a person acting in concert with Mangawhai Collective.
7
Henry Lawford Lonsdale Ferrier entered into a voting deed with Mangawhai Collective under which Henry Lawford Lonsdale Ferrier
granted Mangawhai Collective the power to exercise, and control the exercise of, all voting rights attaching to his Shares he holds or
controls. The number of equity securities held or controlled by Henry Lawford Lonsdale Ferrier is included in the total number of equity
securities held or controlled by Mangawhai Collective.
8
These details have been obtained from substantial product holder notices available at
https://www.nzx.com/companies/BRW/announcements.

Pg. 26
8. AGREEMENTS TO ACCEPT OFFER
8.1 On 8 and 9 August 2026, Mangawhai Collective entered into lock up agreements with:
(a) Rural Aviation (1963) Limited, which held or controlled 4,283,821 Shares on that date;
(b) Terence Harison, Michelle Scott and TRT Trustee Limited, who/which together held or controlled
2,591,775 Shares on that date;
(c) Suzanne Timpson and Fairlie Milne, who together held or controlled 2,402,679 Shares on that date;
(d) Matthew Timpson, who held or controlled 2,402,679 Shares on that date;
(e) Fergus Brown and F.B. Trustee Limited, who/which together held or controlled 2,000,000 Shares on
that date;
(f) Anthony Timpson, who held or controlled 1,472,615 Shares on that date;
(g) Brigit Timpson, who held or controlled 1,439,504 Shares on that date;
(h) Tony Woolf, who held or controlled 1,269,666 Shares on that date;
(i) Maria Woolf, who held or controlled 1,266,668 Shares on that date;
(j) Allan Woolf, who held or controlled 1,266,666 Shares on that date;
(k) Ian Mcilraith, who held or controlled 940,000 Shares on that date;
(l) Neil Waites, who held or controlled 738,467 Shares on that date; and
(m) Maosong Zhang, who held or controlled 200,757 Shares on that date,
under which each of those Bremworth Shareholders (“Lock Up Shareholders”) agreed to accept the Offer
(the “Lock Up Deeds”).
8.2 The material terms of the Lock Up Deeds with each Lock Up Shareholder referred to in paragraph 8.1 are as
follows:
(a) that the Offer would be made:
(i) at a price of not less than $0.90 per Share; and
(ii) on terms consistent with the Lock Up Deeds and those customary for a partial takeover offer for
entities listed on the NZX Main Board;
(b) subject to the Offer being made in accordance with the terms of the Lock Up Deeds and the price being
within the independent adviser’s value range, each Lock Up Shareholder agreed to accept, or procure
the acceptance of, the Offer in respect of all of the Shares held or controlled by it within one working
day after the date on which the independent adviser’s report is released to NZX;
(c) each Lock Up Shareholder agreed that, unless their Lock Up Deed 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);

Pg. 27
(d) nothing in the Lock Up Deeds confers on Mangawhai Collective the ability or right to hold or control
the voting rights attaching to the Shares, and Mangawhai Collective will not become the holder or
controller of those voting rights except on transfer of the Shares under the Offer; and
(e) the Lock Up Deeds will automatically terminate if:
(i) Mangawhai Collective does not make the Offer within 20 working days after the Notice Date;
(ii) Mangawhai Collective withdraws the Offer in accordance with the Takeovers Code; or
(iii) one of the conditions of the Offer is not satisfied or waived by Mangawhai Collective by the last
date for the Offer to become unconditional set out in this Offer Document.
8.3 The full terms of the Lock Up Deeds are attached to the substantial product holder notice filed by Mangawhai
Collective with NZX on 9 August 2026. The substantial product holder notice is available at:
https://www.nzx.com/companies/BRW/announcements.
8.4 Other than disclosed in paragraph 8.1, no person has agreed conditionally or unconditionally to accept the
Offer as at the Notice Date.
9. ARRANGEMENTS TO PAY CONSIDERATION
9.1 Mangawhai Collective confirms that sufficient resources will be available to it to meet the consideration to be
provided on full acceptance of the Offer and to pay any debts incurred in connection with the Offer (including
the debts arising under sections 47 to 53 of the Takeovers Act).
9.2 A statement setting out the rights of each holder of Shares under rule 34 of the Takeovers Code is set out in
paragraph 3.2 of the Offer Terms and Conditions.
10. ARRANGEMENTS BETWEEN MANGAWHAI COLLECTIVE AND BREMWORTH
10.1 No agreement or arrangement (whether legally enforceable or not) has been made or is proposed to be made
between Mangawhai Collective or any associate of Mangawhai Collective and Bremworth or any related
company of Bremworth in connection with, in anticipation of, or in response to, this Offer.
11. ARRANGEMENTS BETWEEN MANGAWHAI COLLECTIVE AND DIRECTORS AND SENIOR
MANAGERS OF BREMWORTH
11.1 No agreement or arrangement (whether legally enforceable or not) has been made, or is proposed to be made,
between Mangawhai Collective or any associate of Mangawhai Collective and any of the directors or senior
managers of Bremworth or any related company of Bremworth (including particulars of any payment or other
benefit proposed to be made or given by way of compensation for loss of office, or as to their remaining in or
retiring from office) in connection with, or in anticipation of, or in response to, this Offer.
12. FINANCIAL ASSISTANCE
12.1 No agreement or arrangement has been made, or is proposed to be made, under which Bremworth, or any
related company of Bremworth, will give (directly or indirectly) financial assistance for the purpose of, or in
connection with, the Offer.

Pg. 28
13. INTENTIONS ABOUT MATERIAL CHANGES TO BREMWORTH
13.1 If the Offer is declared unconditional, Mangawhai Collective will become the majority shareholder in
Bremworth and will seek Bremworth board representation (but has not yet made a decision on who or how
many representatives it will appoint) and support Bremworth’s continued success.
13.2 Mangawhai Collective proposes to work with the Bremworth Board to review Bremworth’s business following
completion of the Offer. Pending completion of that review, Mangawhai Collective has not yet identified any
specific areas in which it would intend:
(a) any material changes to the business activities of Bremworth or its subsidiaries;
(b) material changes to material assets of Bremworth or its subsidiaries;
(c) material changes to the capital structure of Bremworth (including changes to the target company’s
dividend policy, raising capital, and taking on debt); or
(d) any other changes that could reasonably be expected to be material to the making of a decision by an
offeree to accept or reject the Offer.
However, Mangawhai Collective intends to encourage the Board to explore opportunities for Bremworth to
work collaboratively with other New Zealand upstream and downstream wool industry participants, including
at an operational level with a view to extracting further efficiencies, evaluating potential industry
consolidation, and to increase industry participants’ confidence to support and transact with Bremworth as a
long term participant in the industry.
13.3 Mangawhai Collective intends to use cash available to Bremworth following the Offer for operational purposes
and for the continued remediation of the Napier site.
13.4 Mangawhai Collective is not required to give, and has not given, any information to any regulatory body (in
New Zealand or in an overseas jurisdiction), other than the Takeovers Panel, in relation to the Offer.
14. PRE-EMPTION CLAUSES IN BREMWORTH’S CONSTITUTION
14.1 There are no restrictions contained in the constitution of Bremworth on the right to transfer Shares or which
would have the effect of requiring holders of Shares to offer such Shares for purchase to members of
Bremworth or another person before transferring the securities.
15. ESCALATION CLAUSES
15.1 There is no agreement or arrangement (whether legally enforceable or not) to which Mangawhai Collective or
any of its related entities is a party, under which any existing holder of equity securities in Bremworth will or
may receive in relation to, or as a consequence of, the Offer, any additional consideration or other benefit over
and above the consideration set out in the Offer, or under which any prior holder of equity securities in
Bremworth will or may receive any consideration or other benefit as a consequence of the Offer.
16. CLASSES OF FINANCIAL PRODUCTS
16.1 No report is required under rule 22 of the Takeovers Code (which, if the offer is for more than one class of
financial products, requires a report by an independent adviser on the fairness and reasonableness of the
consideration and terms of the offer as between different classes of financial products).

Pg. 29
17. CERTIFICATE
17.1 To the best of my knowledge and belief, after making proper enquiry, the information contained in or
accompanying this Offer Document is, in all material respects, true and correct and not misleading, whether
by omission of any information or otherwise, and includes all the information required to be disclosed by
Mangawhai Collective under the Takeovers Code.


David McDougall Ferrier
Sole Director, and person fulfilling the role of
Chief Executive Officer and Chief Financial
Officer of, Mangawhai Collective Limited

Pg. 30
Appendix – Trading in Bremworth Equity Securities
Part A: Mangawhai Collective
Name Date of
transaction(s)
Class of equity
security
Number of equity
securities
Acquisition or
disposal
Consideration per
equity security
9

Mangawhai
Collective
21 July 2026 Ordinary shares 2,857,573 Acquisition
10
Nil
Mangawhai
Collective
21 July 2026 Ordinary shares 690,893 Acquisition
11
Nil
Mangawhai
Collective
21 July 2026 Ordinary shares 115,000 Acquisition
12
Nil
Mangawhai
Collective
20 July 2026 Ordinary shares 48,415 Acquisition $0.7250
Mangawhai
Collective
17 July 2026 Ordinary shares 7,544 Acquisition $0.7250
Mangawhai
Collective
16 July 2026 Ordinary shares 14,494 Acquisition $0.7250
Mangawhai
Collective
15 July 2026 Ordinary shares 149,029 Acquisition $0.7393
Mangawhai
Collective
2 June 2026 Ordinary shares 12 Acquisition $0.7350
Mangawhai
Collective
29 May 2026 Ordinary shares 29,988 Acquisition $0.7153
Mangawhai
Collective
28 May 2026 Ordinary shares 46,019 Acquisition $0.6940
Mangawhai
Collective
25 May 2026 Ordinary shares 4,946 Acquisition $0.7399
Mangawhai
Collective
22 May 2026 Ordinary shares 49 Acquisition $0.7200

9
If multiple transactions have occurred on the same day, the consideration per equity security will be the weighted average
consideration. Amounts are rounded to four decimal places.
10
On 21 July 2026, David McDougall Ferrier transferred beneficial ownership of 2,857,573 ordinary shares to Mangawhai Collective for
nil consideration. For more details, see Part B below.
11
On 21 July 2026, Henry Lawford Lonsdale Ferrier transferred beneficial ownership of 690,893 ordinary shares to Mangawhai
Collective for nil consideration. For more details, see Part C below.
12
On 21 July 2026, David McDougall Ferrier and Angela Margaret Nelson (as trustees of the Chancery Trust) transferred beneficial
ownership of 115,000 ordinary shares to Mangawhai Collective for nil consideration. For more details, see Part D below.

Pg. 31
Name Date of
transaction(s)
Class of equity
security
Number of equity
securities
Acquisition or
disposal
Consideration per
equity security
9

Mangawhai
Collective
21 May 2026 Ordinary shares 40,005 Acquisition $0.7148
Mangawhai
Collective
20 May 2026 Ordinary shares 787,500 Acquisition $0.8000
Mangawhai
Collective
19 May 2026 Ordinary shares 70,000 Acquisition $0.7480
Mangawhai
Collective
18 May 2026 Ordinary shares 17,000 Acquisition $0.7800
Mangawhai
Collective
15 May 2026 Ordinary shares 3,000 Acquisition $0.7500
Mangawhai
Collective
14 May 2026 Ordinary shares 48,960 Acquisition $0.7409
Mangawhai
Collective
13 May 2026 Ordinary shares 24,458 Acquisition $0.7139
Mangawhai
Collective
11 May 2026 Ordinary shares 30,000 Acquisition $0.7340
Mangawhai
Collective
8 May 2026 Ordinary shares 60,000 Acquisition $0.7115
Mangawhai
Collective
6 May 2026 Ordinary shares 14,607 Acquisition $0.7200
Mangawhai
Collective
1 May 2026 Ordinary shares 189,066 Acquisition $0.6898
Mangawhai
Collective
28 April 2026 Ordinary shares 260,354 Acquisition $0.7368
Mangawhai
Collective
1 April 2026 Ordinary shares 1,000 Acquisition $0.7899
Mangawhai
Collective
31 March 2026 Ordinary shares 10,000 Acquisition $0.7958
Mangawhai
Collective
27 March 2026 Ordinary shares 20,000 Acquisition $0.7904
Mangawhai
Collective
25 March 2026 Ordinary shares 14,500 Acquisition $0.7746

Pg. 32
Name Date of
transaction(s)
Class of equity
security
Number of equity
securities
Acquisition or
disposal
Consideration per
equity security
9

Mangawhai
Collective
20 March 2026 Ordinary shares 50,000 Acquisition $0.7676
Mangawhai
Collective
12 March 2026 Ordinary shares 4,515 Acquisition $0.6995
Mangawhai
Collective
4 March 2026 Ordinary shares 100,000 Acquisition $0.7559
Mangawhai
Collective
3 March 2026 Ordinary shares 2,000 Acquisition $0.7500
Mangawhai
Collective
2 March 2026 Ordinary shares 586,731 Acquisition $0.7546
Mangawhai
Collective
27 February 2026 Ordinary shares 7,147,241 Acquisition $0.8000

Pg. 33
Part B: David McDougall Ferrier
13

Name Date of
transaction(s)
Class of equity
security
Number of equity
securities
Acquisition or
disposal
Consideration per
equity security
5
David McDougall
Ferrier
21 July 2026 Ordinary shares 2,857,573 Disposal
14
Nil
David McDougall
Ferrier
11 February 2026 Ordinary shares 47,151 Acquisition $0.6800
David McDougall
Ferrier
10 February 2026 Ordinary shares 12,849 Acquisition $0.6750

13
David McDougall Ferrier is the sole director of Mangawhai Collective.
14
On 21 July 2026, David McDougall Ferrier transferred beneficial ownership of 2,857,573 ordinary shares to Mangawhai Collective for
nil consideration. For more details, see Part A above.

Pg. 34
Part C: Henry Lawford Lonsdale Ferrier
15

Name Date of
transaction(s)
Class of equity
security
Number of equity
securities
Acquisition or
disposal
Consideration per
equity security
5
Henry Lawford
Lonsdale Ferrier
21 July 2026 Ordinary shares 690,893 Disposal
16
Nil
Henry Lawford
Lonsdale Ferrier
28 April 2026 Ordinary shares 32,882 Acquisition $0.7250
Henry Lawford
Lonsdale Ferrier
23 April 2026 Ordinary shares 6,470 Acquisition $0.7275
Henry Lawford
Lonsdale Ferrier
22 April 2026 Ordinary shares 24,020 Acquisition $0.6980
Henry Lawford
Lonsdale Ferrier
21 April 2026 Ordinary shares 15,000 Acquisition $0.6694
Henry Lawford
Lonsdale Ferrier
20 April 2026 Ordinary shares 47,500 Acquisition $0.6732
Henry Lawford
Lonsdale Ferrier
17 April 2026 Ordinary shares 5,000 Acquisition $0.6950
Henry Lawford
Lonsdale Ferrier
16 April 2026 Ordinary shares 40,000 Acquisition $0.6940
Henry Lawford
Lonsdale Ferrier
15 April 2026 Ordinary shares 25,000 Acquisition $0.6950
Henry Lawford
Lonsdale Ferrier
14 April 2026 Ordinary shares 45,000 Acquisition $0.6751
Henry Lawford
Lonsdale Ferrier
10 April 2026 Ordinary shares 57,136 Acquisition $0.6753

15
Henry Lawford Lonsdale Ferrier is the son of David McDougall Ferrier and a person acting in concert with Mangawhai Collective.
16
On 21 July 2026, Henry Lawford Lonsdale Ferrier transferred beneficial ownership of 690,893 ordinary shares to Mangawhai
Collective for nil consideration. For more details, see Part A above.

Pg. 35
Part D: David McDougall Ferrier and Angela Margaret Nelson as trustees of the Chancery Trust
Name Date of
transaction(s)
Class of equity
security
Number of equity
securities
Acquisition or
disposal
Consideration per
equity security
5
David McDougall
Ferrier and Angela
Margaret Nelson
as trustees of the
Chancery Trust
21 July 2026 Ordinary shares 115,000 Disposal
17
Nil
David McDougall
Ferrier and Angela
Margaret Nelson
as trustees of the
Chancery Trust
8 June 2026 Ordinary shares 95,850 Acquisition $0.7531
David McDougall
Ferrier and Angela
Margaret Nelson
as trustees of the
Chancery Trust
3 June 2026 Ordinary shares 4,150 Acquisition $0.7531
David McDougall
Ferrier and Angela
Margaret Nelson
as trustees of the
Chancery Trust
17 March 2026 Ordinary shares 15,000 Acquisition $0.7643


17
On 21 July 2026, David McDougall Ferrier and Angela Margaret Nelson (as trustees of the Chancery Trust) transferred
beneficial ownership of 115,000 ordinary shares to Mangawhai Collective for nil consideration. For more details, see Part A
above.

Pg. 36
GLOSSARY
Acceptance Form
the acceptance form, enclosed with the Offer Document, to be used to accept the
Offer for your Shares
Board
the Board of Directors of Bremworth
Bremworth
Bremworth Limited
Bremworth
Shareholder
a holder of one or more Shares
Closing Date
has the meaning given to that term in paragraph 1.5 of the Offer Terms and
Conditions
Condition Date
has the meaning given to that term in paragraph 5.8 of the Offer Terms and
Conditions
Condition of
Acceptance
has the meaning given to that term in paragraph 5.6 of the Offer Terms and
Conditions
Encumbrances
has the meaning given to that term in paragraph 5.11 of the Offer Terms and
Conditions
Entitlements
has the meaning given to that term in paragraph 1.3 of the Offer Terms and
Conditions
Financial Products
has the meaning given to that term in paragraph 8.1(b) of the Offer Terms and
Conditions
Financing
Arrangements
has the meaning given to that term in paragraph 8.1(n) of the Offer Terms and
Conditions
Group
has the meaning given to that term in paragraph 8.1(a)(ii) of the Offer Terms and
Conditions
Initial Closing Date
has the meaning given to that term in paragraph 1.5(a) of the Offer Terms and
Conditions
InvestorPay
the foreign currency payment solution product offered by Computershare provided
by Hyperwallet Systems Inc, a subsidiary of PayPal Pte. Ltd.

Pg. 37
Lock Up Deed
has the meaning given to that term in paragraph 8.1 of Schedule One of this Offer
Document
Lock Up Shareholder
has the meaning given to that term in paragraph 8.1 of Schedule One of this Offer
Document
Mangawhai Collective
Mangawhai Collective Limited
Notice Date
has the meaning given to that term in paragraph 1.3 of the Offer Terms and
Conditions
NZX
NZX Limited or, as applicable, the main board equities market operated by NZX
Limited
Offer
the partial takeover offer under the Takeovers Code by Mangawhai Collective for
the Specified Percentage of the Shares not already held or controlled by Mangawhai
Collective, on the terms, and subject to the conditions, set out in this Offer
Document
Offer Date
has the meaning given to that term in paragraph 1.4 of the Offer Terms and
Conditions
Offer Document
this document containing the Offer
Offer Price
has the meaning given to that term in paragraph 2.1 of the Offer Terms and
Conditions
Offer Terms and
Conditions
the terms and conditions of the Offer, commencing on page 7 of this Offer
Document
Options
the [1,000,000] options issued to Gregory Russell Smith under the ‘Bremworth
Share Option Scheme’
Performance Rights
the [410,267] performance rights issued to Bremworth employees under
Bremworth’s ‘2022 LTI Scheme’
Personal Information
has the meaning given to that term in paragraph 11.7 of the Offer Terms and
Conditions
Registrar
Computershare Investor Services Limited, which has been appointed by
Mangawhai Collective as registrar in respect of the Offer (including to receive and
process online acceptances and Acceptance Forms)

Pg. 38
Share
a fully paid ordinary share in Bremworth
Specified Holder
has the meaning given to that term in paragraph 4.5 of the Offer Terms and
Conditions
Specified Holder
Certificate
the specified holder certificate, enclosed with the Offer Document, to be used by
Specified Holders to accept the Offer on behalf of Specified Persons
Specified Number
has the meaning given to that term in paragraph 1.2 of the Offer Terms and
Conditions
Specified Percentage
has the meaning given to that term in paragraph 1.1 of the Offer Terms and
Conditions
Specified Person
has the meaning given to that term in paragraph 6.3 of the Offer Terms and
Conditions
Surplus Acceptor
has the meaning given to that term in paragraph 6.2 of the Offer Terms and
Conditions
Surplus Shares
has the meaning given to that term in paragraph 6.2 of the Offer Terms and
Conditions
Takeovers Act
the Takeovers Act 1993
Takeovers Code
the takeovers code approved in the Takeovers Regulations 2000 (SR 2000/210) as
amended by any applicable exemption granted by the Takeovers Panel under the
Takeovers Act
Takeovers Panel
the takeovers panel established under the Takeovers Act
working day
has the meaning given in section 13 of the Legislation Act 2019

Pg. 39
DIRECTORY
Offeror
Mangawhai Collective Limited
C/- Walker Wayland Auckland Limited
Level 14, 88 Shortland Street
Auckland, 1010
New Zealand
Legal Advisers to the Offeror
Harmos Horton Lusk Limited
Level 33, Vero Centre
48 Shortland Street
Auckland 1010
New Zealand
Registrar to the Offeror
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road,
Takapuna,
Auckland, 0622
New Zealand

ACCEPTANCE FORM: ORDINARY SHARES
MANGAWHAI COLLECTIVE LIMITED
PARTIAL TAKEOVER OFFER FOR ORDINARY SHARES IN
BREMWORTH LIMITED
SHAREHOLDER (TRANSFEROR) SECURITY HOLDER DETAILS
NUMBER OF BREMWORTH LIMITED SHARES
HELD AS AT [ ] 2026

CSN OR HOLDER NUMBER

TOTAL CONSIDERATION (AT $0.90 PER
SHARE)

PLEASE REFER TO THE INSTRUCTIONS OVERLEAF FOR DIRECTIONS ON HOW TO COMPLETE THIS
ACCEPTANCE FORM. YOU CAN COMPLETE YOUR ACCEPTANCE ONLINE AT
WWW.TAKEOVEROFFER.CO.NZ/BREMWORTH
Please select the applicable option below to confirm the number of ordinary shares in Bremworth Limited (Bremworth Shares) in respect of which you
accept the partial takeover offer by Mangawhai Collective Limited (Transferee) dated [●] (the Offer).

I, AS HOLDER OF THE ABOVE SHARES


ACCEPT the Offer in respect of ALL of the Bremworth Shares I hold, subject to scaling.




ACCEPT the Offer in respect of the FOLLOWING NUMBER of Bremworth Shares, subject to scaling:



BY SIGNING THIS FORM THE TRANSFEROR HEREBY:
(a) accepts the partial takeover offer (Offer) dated [ ] 2026 by the Transferee for the Bremworth Shares described above held by the Transferor
(subject to scaling as per the Terms and Conditions); and
(b) subject to the terms and conditions of the Offer, transfers the Transferor's Bremworth Shares to the Transferee; and
(c) as set out on the reverse of this form, appoints the Transferee as the attorney of the Transferor.

METHOD OF PAYMENT
Payment will be made by electronic transfer directly into the Transferor's bank account. Please select a Method of Payment by ticking the appropriate box
below. Note that all payments will be made in New Zealand dollars.
Method of Payment (please tick one):
Please use my Existing Account Details.
Otherwise, please complete the details below.

Electronic Transfer Details: Please complete the details below:
New Zealand Bank Account:
Account Name:
Bank Branch Account Number Suffix No.



Note: If your desired account is not a New Zealand dollar account with a New Zealand registered bank, or if the details that you provide are not sufficient to
effect an electronic funds transfer to your desired account, we may choose to pay you by electronic funds transfer to any existing New Zealand dollar
account that you have advised to Computershare (such as for dividend payments) which is known by us. Neither we nor Computershare have any
responsibility to verify any such details. Your bank may charge you fees in relation to receipt of an electronic transfer.

OR

Paypal Service (Shareholders outside of New Zealand only)

I instead intend to use the currency conversion service referred to in paragraph 10 in the Notes and Instructions for Completion

FOR AN INDIVIDUAL OR JOINT HOLDERS / ATTORNEY FOR A COMPANY / BODY CORPORATE
Signed by the Transferor(s):



Signature



Signature
Signed by the Transferor(s) by:



Director



Director/ Duly Authorised Person
Dated and executed the day of 2026.

Email Address Contact Number


Note that if this Acceptance and Transfer Form is signed under a power of attorney, the attorney must complete the certificate of non-revocation set out
below.


CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
IF SIGNING UNDER POWER OF ATTORNEY THE ATTORNEY(S) SIGNING MUST SIGN THE FOLLOWING CERTIFICATE OF NON-REVOCATION OF POWER OF
ATTORNEY
I/WE


(Insert name of Attorney(s) signing)
of


(Address and Occupation)

HEREBY CERTIFIES:

(a) that by a Power of Attorney dated the day of the Shareholder named and described
on the face of this form (the Donor) appointed me/us his attorney on the terms and conditions set out in that Power of Attorney, which terms authorise
me to sign this Acceptance Form;
(b) that I/we have executed the form printed on the face of this document as attorney under that Power of Attorney and pursuant to the powers thereby
conferred upon me/us; and
(c) that at the date hereof I/we have not received any notice or information of the revocation of that Power of Attorney by the death (or winding up) of the
Donor or otherwise.


Signed at this day of 2026



Signature of Attorney(s)
NOTE: Your signature does not require witnessing.

NOTES AND INSTRUCTIONS FOR COMPLETION

1. TO ACCEPT THE OFFER: Complete and sign this form where marked “Signed by the Transferor(s)”. Companies must sign in accordance with their governing
legislation.
2. METHOD OF PAYMENT: You should select a Method of Payment. If you do not, or if you do not provide sufficient details to enable an electronic transfer to you,
you will be paid by Direct Credit to your existing nominated account already held with Computershare (if any). Overseas Transferors who do not have a New
Zealand bank account can elect to receive their payment via Computershare’s InvestorPay, please refer section 10 below.
3. JOINT HOLDERS: If the Bremworth Shares are registered in the names of joint holders, all must sign the form.
4. BREMWORTH SHARES HELD BY SPECIFIED HOLDERS: If your Bremworth Shares are held through a nominee or another person who holds Bremworth Shares on
your behalf, advise that person that you wish to sell all or a part of your Bremworth Shares and instruct that person to complete, sign and return this Acceptance
Form and the Specified Holder Certificate to the Transferee in accordance with the instructions set out in this form.
5. POWER OF ATTORNEY: If this form is signed under a power of attorney, the relevant power of attorney must be submitted with the form for noting and return,
and the certificate printed below must be completed. Where such power of attorney has already been noted by Computershare, then this fact must be stated
under the signature of the attorney.
6. ON COMPLETION: Place the signed form in the enclosed reply-paid envelope and post to the Transferee at the address below or email the signed form to the
email address provided, as soon as possible, but in any event so as to be received not later than the Closing Date for the Offer (which is, at the date of the
Offer, [ ] 2026, but which may be extended under the Takeovers Code).

Mangawhai Collective Limited
C/- Computershare Investor Services Limited
Private Bag 999045, Victoria Street West, Auckland 1142, New Zealand
Email: tkoacceptances@computershare.co.nz
or hand delivery to:
Mangawhai Collective Limited
C/- Computershare Investor Services Limited
Level 2, 159 Hurstmere Road, Takapuna, Auckland 0622, New Zealand
7. PREVIOUS SALE: If you have sold all your Bremworth Shares, please pass this form together with the Offer documents to your share broker or the purchaser(s)
of such Bremworth Shares. If you have sold part of your shareholding, record that fact on this form by amending the number of Bremworth Shares noted as
being held by you on the face of this form.
8. SALE OF PART HOLDING ONLY: If you want to accept the Offer for part of your holding only, please indicate the number of Bremworth Shares that you wish to
sell in the relevant box (above) before returning the form to the Transferee.
9. INTERPRETATION: In this form references to the Transferor in the singular shall include the plural.
10. PAYPAL SERVICE (for Shareholders outside of New Zealand only):
(a) Computershare offers a service to enable the New Zealand dollar consideration to be converted and paid electronically in certain other currencies. If your
registered address is not in New Zealand and you wish to use this service, please contact Computershare (as detailed below). Please note that this is a
service offered solely by Computershare and does not form part of the Offer. We take no responsibility for, nor endorse or have any liability in respect of,
the use of this service by you. Any currency conversion is undertaken at your own risk.
(b) Payment in foreign currencies: If you live outside of New Zealand and would like your New Zealand dollar consideration to be converted and paid
electronically in a foreign currency, please contact Computershare directly to request payment in a foreign currency. This service would be provided by
PayPal Pte. Ltd (PayPal) utilising their subsidiary Hyperwallet Systems Inc and Computershare’s product is referred to as InvestorPay. Once you have
made this request to Computershare, you will be sent Computershare’s terms and conditions for using the service, and a list of frequently asked
questions (which includes details of the fees and the spread charge you will be charged for the service by Computershare and PayPal). Computershare will
then arrange for PayPal to contact you in relation to the currency conversion service (once payment has been made).
If that service is not acceptable to you, you will need to advise Computershare of a New Zealand dollar account with a New Zealand registered bank so
payment can be made to you by electronic transfer in New Zealand dollars. If the service is not acceptable to you and you are not able to provide a New
Zealand dollar account with a New Zealand registered bank, we may choose to pay you by electronic funds transfer to any existing New Zealand dollar
account that you have advised to Computershare (such as for dividend payments) which is known to us. If we choose to make payment to you in this
manner, we are not obliged to notify you that we have done so and we will have no liability to you for our choice to do so.
The costs associated with using any such service (in the form of fees or any spread charge), which will be deducted by Paypal from the consideration that
would otherwise be payable to you, and the relevant exchange rate that will apply will be a matter between you and Computershare and PayPal (should
you elect to use this service). We do not guarantee that PayPal will be able to provide any such service referred to in this paragraph 10(b).
(c) Timing for payments: For the purposes of clauses 3 and 9 of the Offer, if you elect to use the currency conversion services outlined under paragraph 10(b)
above, the timing for determining when we make payment to you will be when Computershare has paid your consideration in New Zealand dollars to PayPal.
Any subsequent delay by PayPal in making payment to you, or the non-payment of the relevant consideration to you by PayPal, is entirely at your sole risk.

IF YOU ARE IN ANY DOUBT ABOUT THE PROCEDURES FOR ACCEPTANCES, PLEASE TELEPHONE COMPUTERSHARE INVESTOR ENQUIRIES ON 0800 991 101 (TOLL FREE
WITHIN NEW ZEALAND) or +64 9 488 8794 BETWEEN 8:30AM to 5:00PM MONDAY TO FRIDAY (NZT).

POWER OF ATTORNEY
BY THE TRANSFEROR'S EXECUTION ON THE FACE OF THIS FORM, THE TRANSFEROR hereby enters into a Power of Attorney in favour of the Transferee as follows:
As from the date of beneficial ownership, and title, to my/our Bremworth Shares passing to the Transferee in accordance with the terms of the Offer, I/we hereby
irrevocably authorise and appoint the Transferee (with power of substitution by the Transferee in favour of such person(s) as the Transferee may appoint to act on its
behalf) as my/our attorney and agent to act for me/us and do all matters of any kind of nature whatsoever in respect of or pertaining to the Bremworth Shares and all
rights and benefits attaching to them as the Transferee may think proper and expedient and which I/we could lawfully do or cause to be done if personally acting as a
legal or beneficial owner of the applicable Bremworth Shares.

PARTIAL OFFER BY MANGAWHAI COLLECTIVE LIMITED FOR SHARES IN
BREMWORTH LIMITED
SPECIFIED HOLDER CERTIFICATE
You MUST complete this Specified Holder Certificate (Certificate) if you intend to accept the Offer and you hold shares
(Bremworth Shares) in Bremworth Limited (Bremworth), on behalf of more than one person.
If you hold Bremworth Shares on behalf of more than one person and do not complete and return this Certificate to
Mangawhai Collective Limited (the Offeror) so that it is received no later than 11:59pm on [ ], unless extended in
accordance with the Takeovers Code (Closing Date), any Acceptance Form that you return in respect of your Bremworth
Shares will be invalid and you will be deemed not to have accepted the Offer in respect of any of your Bremworth Shares.
For the purposes of this Certificate and the Takeovers Code:
• You are a Specified Holder if you hold Bremworth Shares on behalf of more than one person (regardless of whether
the holdings are direct or indirect, whether you are a custodian or not, and regardless of the particular arrangements
between you and those you hold Bremworth Shares on behalf of);
• each person on whose behalf you hold Bremworth Shares is a Specified Person; and
• the Specified Percentage is 43.93667% of the Bremworth Shares (subject to adjustment in accordance with rule 9(7)
of the Takeovers Code, if applicable).
Capitalised terms that are not otherwise defined in this Certificate have the meaning given to them in the document that
accompanies this Certificate.
Further information regarding this Certificate is provided under the ‘Questions and Answers’ heading below.
COMPLETE THE FOLLOWING DETAILS:
Name of Specified Holder:
..........................................................................................................................................................................................
Your CSN / Holder number (as stated on the enclosed Acceptance Form):
..........................................................................................................................................................................................
Enter the total number of Bremworth Shares that you hold on behalf of Specified Persons

Enter the total number of Specified Persons on whose behalf you hold those Bremworth Shares


If you hold Bremworth Shares on behalf of more than 10 Specified Persons, please attach to this Certificate a schedule
containing the required Pool A Table and Pool B Table information in respect of those additional Specified Persons.

POOL A TABLE – Complete the below Pool A Table only for the Specified Persons on whose behalf you either:
(a) are not accepting the Offer in respect of any of the Bremworth Shares that you hold on that Specified Person’s
behalf; or
(b) are accepting the Offer for less than or equal to the Specified Percentage (43.93667%) of the total number of
Bremworth Shares that you hold on behalf of that Specified Person.
Specified Person* Total number of Bremworth
Shares that you hold on behalf
of the Specified Person (A)
Number of the Bremworth
Shares that you hold on behalf
of the Specified Person in
respect of which you are
accepting the Offer (B)**
Percentage that the number of
the Bremworth Shares in respect
of which you are accepting the
Offer is of the total number of
Bremworth Shares you hold on
behalf of the Specified Person***
((B ÷ A) x 100)
1
2
3
4
5
6
7
8
9
10
TOTAL

* You do not need to name the Specified Person.
** If you are not accepting the Offer in respect of these Bremworth Shares, write ‘nil’.
*** If this percentage is greater than the Specified Percentage (43.93667%) then the Specified Person should not be
included in this Pool A Table, but should instead be included in the Pool B Table.

POOL B TABLE – Complete this Pool B Table only for the Specified Persons on whose behalf you are accepting the Offer for
more than the Specified Percentage (43.93667%) of the total number of Bremworth Shares that you hold on that Specified
Person’s behalf.
Specified Person* Total number of Bremworth
Shares that you hold on behalf of
the Specified Person (A)
Number of the Bremworth
Shares that you hold on
behalf of the Specified
Person in respect of which
you are accepting the Offer
(B)
Percentage that the number of
the Bremworth Shares in respect
of which you are accepting the
Offer is of the total number of
Bremworth Shares you hold on
behalf of the Specified Person***
((B ÷ A) x 100)
1
2
3
4
5
6
7
8
9
10
TOTAL

* You do not need to name the Specified Person.
** If this percentage is less than or equal to the Specified Percentage (43.93667%) then the Specified Person should not be
included in this Pool B Table, but should instead be included in the Pool A Table.

SIGN HERE
By signing this Certificate you represent, warrant, and certify that you hold Bremworth Shares as a Specified Holder on
behalf of Specified Persons, that the information in this Certificate (including any schedule attached to this Certificate) is
true and correct, and that this Certificate has been duly completed and executed.
DATED AND
SIGNED.....................................................................................this.................................................................................day
of...................................................................................20.................................
Daytime phone number should Computershare need to contact you in relation to this
Certificate:......................................................................................................................................................................
SIGNATURE(S) FOR AN INDIVIDUAL/
ATTORNEY/TRUSTEE
SIGNATURE(S) FOR A COMPANY
SIGNATURE(S) FOR AN INDIVIDUAL/
ATTORNEY/TRUSTEE
SIGNATURE(S) FOR A COMPANY




POWER OF ATTORNEY: If this Certificate is signed under a power of attorney, the certificate of non-revocation printed on
this Certificate must be completed by the party holding the Power of Attorney and signing this Certificate. If you are an
individual fill out the certificate of non-revocation of power of attorney for individual. If you are a body corporate fill out
the certificate of non-revocation of power of attorney for body corporate. In either case, the relevant instrument
appointing the attorney must be submitted for noting and return.
ONLY COMPLETE THE FOLLOWING SECTION IF THE SPECIFIED HOLDER CERTIFICATE IS SIGNED UNDER A POWER OF
ATTORNEY AND YOU ARE AN INDIVIDUAL:

ONLY COMPLETE THE FOLLOWING SECTION IF THE SPECIFIED HOLDER CERTIFICATE IS SIGNED UNDER A POWER
OF ATTORNEY
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY
I __________________________________ (full name of attorney) OF __________________________________ (place
and country of residence),
__________________________________ (occupation), certify:
1. That by deed dated __________________________________ (date of instrument creating the power of attorney)
__________________________________ (full name of donor (individual or corporate)), of
__________________________________ (place and country of residence/registered office) appointed me his / her / its
attorney.
2. That I have not received notice of any event revoking the power of attorney.
SIGNED at __________________________________ this __________ day of ___________________________ 20
Signature and Name of Attorney

ONLY COMPLETE THE FOLLOWING SECTION IF THE SPECIFIED HOLDER CERTIFICATE IS SIGNED UNDER A POWER
OF ATTORNEY AND YOU ARE A BODY CORPORATE:
CERTIFICATE OF NON-REVOCATION OF POWER OF ATTORNEY FOR BODY CORPORATE
I __________________________________ (full name of attorney) OF __________________________________ (place
and country of residence),
__________________________________ (occupation), certify:
1. That by deed dated __________________________________ (date of instrument creating the power of attorney)
__________________________________ (full name of donor (individual or corporate)), of
__________________________________ (place and country of residence/registered office) appointed as
attorney_______________ ___________________ (full name of body corporate holding power of attorney), a body
corporate having its registered office/principal place of business at
__________________________________________________________________(address of registered office or principal
place of business), and I am authorised to give this certificate on its behalf. The capacity in which I give this certificate for
the attorney is as director/officer/other.

2. That I have not received notice of any event revoking the power of attorney and to the best of my knowledge and belief no
such notice has been received by __________________________________ (full name of body corporate holding power of
attorney), or by any employee or agent of that body corporate.

SIGNED at __________________________________ this __________ day of ___________________________ 20
Signature and Name of Attorney

SIGNATURES: Sign this certificate where marked. Companies must sign in accordance with the Companies Act 1993
or other applicable law. If you hold Bremworth Shares jointly with others all joint holders must sign this certificate.

QUESTIONS AND ANSWERS
Do I need to complete this Certificate?
If you hold your Bremworth Shares on behalf of more than one person (e.g. as a trustee corporation, nominee company, or
bare trustee) then you are a Specified Holder for the purposes of the Takeovers Code and each person on whose behalf
you hold Bremworth Shares is a Specified Person.
If you are a Specified Holder, you MUST complete this Certificate and return it to Mangawhai Collective Limited (Offeror)
with your Acceptance Form so that it is received by the Offeror by no later than 11:59pm on the Closing Date ([ ]), unless
extended in accordance with the Takeovers Code.
You must complete this Certificate regardless of:
• whether the holdings are direct or indirect;
• whether you are a custodian or not; or
• the particular arrangements between you and the Specified Person.
You do NOT need to complete and return this Certificate if you hold Bremworth Shares:
• for yourself or in a joint holding (unless you jointly hold Bremworth Shares on behalf of more than one person);
• on behalf of only one other person; or
• if you are the trustee of a discretionary family trust (see below).
Do I need to complete this Certificate if I am a trustee of a family trust?
If you are a trustee of a discretionary family trust and the trust deed or governing document for the trust does not provide
the beneficiaries of the family trust with any beneficial interest in the Bremworth Shares held by the trustee or trustees of
the trust (other than as discretionary beneficiaries), then you do NOT need to complete and return this Certificate. If the
trust arrangements are such that separate beneficiaries of the trust can direct the trustees as to whether to accept the
Offer for that beneficiary’s portion of the Bremworth Shares, then this Certificate must be completed and returned to the
Offeror if the Offer is accepted.
What happens if I fail to complete and return this Certificate by 11:59pm on the Closing Date?
If, as a Specified Holder, you fail to complete this Certificate and return it to the Offeror with your Acceptance Form so that
it is received by the Offeror by no later than 11:59pm on the Closing Date ([ ], unless extended in accordance with the
Takeovers Code), any Acceptance Form that you return in respect of the Bremworth Shares you hold will be invalid and you
will be deemed not to have accepted the Offer in respect of any of those shares, and you will be in breach of Rule 14B of
the Takeovers Code.
Why is this Certificate required?
This Certificate is required under Rules 14A to 14D of the Takeovers Code.
The Offer is an offer for 43.93667% (Specified Percentage) of the Bremworth Shares. If the Offer is accepted in respect of
more Bremworth Shares than are sought by the Offeror, the scaling provisions in Rules 12 and 13 of the Takeovers Code
determine the number of Bremworth Shares that the Offeror must take up from each shareholder of Bremworth who has
accepted the Offer in excess of the Specified Percentage of their Bremworth Shares.

In order to ensure that persons who have their Bremworth Shares held for them by another person are not unfairly
prejudiced by those scaling provisions, Rule 14E of the Takeovers Code requires the Offeror to ‘look through’ the holding of
a Specified Holder and treat Specified Persons as if those Specified Persons held the Bremworth Shares directly, based on
the information that is required to be disclosed in this Certificate.
How/where do I deliver this Certificate?
Either mail, deliver or email this Certificate attached to the Acceptance Form (as provided for below) so that it is received
by the Offeror on or before 11:59pm on the Closing Date ([ ] unless extended in accordance with the Takeovers Code).
MAIL: Place the completed and signed Certificate and Acceptance Form in the enclosed prepaid envelope and send by post
to the following address:
Mangawhai Collective Limited
c/- Computershare Investor Services Limited
Private Bag 999045
Victoria Street West
Auckland 1142
New Zealand
DELIVER: Deliver the completed and signed Certificate and Acceptance Form to the Offeror, at the following address:
Mangawhai Collective Limited
c/- Computershare Investor Services Limited
Level 2, 159 Hurstmere Road,
Takapuna,
Auckland, 0622
NOTE: These offices are only open on weekdays during normal business hours (8.30 am to 5.00 pm).
EMAIL: Email the completed and signed Certificate and Acceptance Form to the Offeror at
tkoacceptances@computershare.co.nz. (Please use ‘Bremworth Limited Acceptance’ in the subject line for easy
identification).
IF YOU ARE IN DOUBT ABOUT HOW TO COMPLETE THIS CERTIFICATE OR THE PROCEDURE FOR ACCEPTANCE, PLEASE
CALL 0800 991 101 (TOLL FREE WITHIN NEW ZEALAND) or +64 9 488 8794.