Annual Shareholder Meeting Presentation
Annual Shareholders
Meeting
1 September 2026
•Who is TruScreen
•The TruScreenTechnology
•The Global Cervical Cancer Screening Market
•TruScreen Sales and Growth Strategy
Who is TruScreen
Enabled by AI, TruScreen provides
an accurate, real time cervical
cancer screening solution
4
TruScreen Group Ltd is a revenue generating Life Science
company with a unique, AI-enabled real-time cervical cancer
screening device.
FY26 annual sales exceeded NZ$ 2.4m
42% YOY growth.
5
Device installations and SUS Sales
KEY FINANCIALS
NZ$ (m)
FY 23
Actual
FY 24
Actual
FY25
Actual
FY26
Actual
Sales1.662.11.72.4
Total Revenue2.22.62.12.8
COGS1.31.41.21.7
R&D0.90.90.80.9
EBITDA-2.4-2.0-2.2-2.2
Write off of Non-Current Assets-0.05---
Amortisation & Depreciation----
LOSS FOR YEAR-2.4-2.0-2.2-2.2
Net Assets2.53.21.02.6
Cash2.22.70.041.5
Sales increased 42% YOY
SUS Sales increased 1% YOY
Revenue increased 33% YOY
EBITDA – no change YOY
Net Assets increased 160% YOY
6
Share Price History
TRU.NZ
Market Capitalisation at 24 August 2026:
NZD $15.7m
Shares on Issue:
1,047,718,877
TruScreen Group Ltd is dual listed
on the Australian (ASX) and New
Zealand (NZX) stock exchanges,
with a common ticker code of TRU.
7
Major Shareholders
ShareholderShares%
New Zealand Depository Nominee135,078,91912.9%
VEN Capital Pty Ltd83,545,9068.0%
Ryan Peter Parkin38,734,3313.7%
New Zealand Central Securities38,075,0893.6%
Bhagwanji Bhula Rama34,849,9993.3%
HSBC Custody Nominees30,385,4272.9%
Masfen Securities Limited29,050,3692.8%
Mr Kevin Ho & Mrs Vikki Ho18,917,6451.8%
David Russell Stewart & Adrienne Ruth Stewrd16,829,7241.6%
Mr Anthony Peng Ho & Mrs Chui Hoong Ho15,460,4781.5%
Zhen Chen15,000,0001.4%
Ross Andrew Upton & Clare Upton12,000,0001.1%
Custodial Services Limited11,196,5501.1%
Citicorp Nominees Pty Limited11,012,2751.1%
Albert Nominees Limited11,000,0001.0%
Allan Michael Nobilo & Lynne Nobilo10,443,0761.0%
Spark Plus Pte Ltd10,380,9171.0%
Consolidated Nominees Pty Ltd10,062,5001.0%
Leveraged Equities Finance9,306,1050.9%
FNZ Custodians Limited8,593,6140.8%
549,922,92452.5%
As at 18 August 2026
8
2025 & BeyondBuilding for the Future 2020-2024
Building the Fundamentals 2014 - 2020
The TruScreen Journey
2025
China Growth continues
Distribution of Dalton Bio IVD HPV DNA products
Vietnam HPHA program targets 260,000 women
Indonesia and ASEAN commence commercial use
Distributor appointed in South Africa
Global focus on AI boosts recognition of TruScreen
2018 Oct
523% sales
growth in H1
2019 May
Recognition by
World Health
Organization
2020 Jan
ASX Listing
2014 Nov
Listing on NZAX
2023-24
COGA Blue Book and CSCCP Guidelines include
TruScreen
UNITAID recognises TruScreen’s value for Cervical
Cancer screening
WHO invited TruScreen to participate in Key AI meeting
for cervical cancer screening
Vietnam – HPHA large scale screening MOU signed
2018 Jul
Commence large
scale pilot programs
in China with CDC
and COGA
2018 Dec
Migration to NZX
2022
Managing COVID-19 challenges
Cost reduction
Manufacturing and business
development in China
Completion of major COGA study
Strengthen distributor arrangement in
Vietnam
2017 Dec
CFDA (NMPA)
approval for second
generation device
2026
Uzbekistan and Zimbabwe screening
programs to commence
UNITAID, CHAI and Gates Foundation
funding applications made
Distributor appointed in Romania
Landmark COGA paper published
9
TruScreen’s Development Investment
~A$75M*
(NZ$87m)
~NZ$25
M
1987 – 2013
2014 - 2026
•Algorithm Development
•Device Development
•Single Use Sensor
Development
•Clinical Trials
•Regulatory Approvals
•Market Access
•Market Development
*based on TRU pre listing
Disclosure Document notes pp 46-47.
•Algorithm Improvement
•Device Miniaturisation
•Single Use Sensor Process
Improvement
•Clinical Trials
•Regulatory Approvals
•Market Access
•Market Development
10
NZ$ 5M capital raised June 2026
A placement to institutional and other
select investors in New Zealand and
Australia to raise up to NZ$1m
OVERSUBSCRIBED.
The placement was successfully managed
by joint lead managers, S P Corporate
Advisory Pty Limited and Erity Capital Pty
Limited.
Placement
Shares issued under the
Placement carried
attaching options with an
exercise price of
NZ$0.014 (AD 0.012) and
an exercise period of 24
months from the date of
issue of the initial Share.
The options were offered
at a ratio of one (1) option
for every two (2) Shares
subscribed for and issued
under the Placement.
A one (1) for five (5) pro-rata
renounceable rights issue to
raise up to circa NZ$1.943
million (A$1.644 million)
OVERSUBSCRIBED.
Shares were offered at NZ$0.013
(A$0.011) - a 24% discount to
the closing price on 19 May
2026.
Options
Rights Offer
The TruScreen
Technology
12
Handheld device (HHD)
Single Use Sensor (SUS)
How The TruScreen Device works
Intelligent Cradle
1
2
A pen-like wand covered by a disposable Single
Use Sensor (SUS) is used to gently touch multiple
spots on the cervix. The TruScreen device sends
and picks up low level electrical and optical signals
(14 readings per second) from the cervical tissue.
The optical and electrical signals are analysed by
an integrated Al-enabled algorithm to identify the
presence of abnormal (cancerous and pre-
cancerous) cells in the cervix and provide
physicians with real-time results.
Each TruScreen examination takes two minutes to
produce results, compared to conventional
cytology (PAP) tests or HPV DNA tests which can
take days, weeks, or even months in some
countries, for a result to be returned.
13
Instant results, no laboratories needed.
TruScreen provides an instant result during the patient visit
ensuring patients are not lost to follow up whilst waiting for a
screening result - often weeks or months.
This enables immediate counselling and clinical action.
No laboratory samples needed unlike cytology or HPV tests.
TruScreen provides an efficient and objective primary screening
solution, particularly valuable in low-resource settings facing
significant barriers such as laboratory infrastructure
requirements, high costs, expert technicians, sample transport
and storage systems and result communications ability.
14
•World Health Organisation (WHO)
•UNITAID
•Clinton Health Access Initiative
•Daffodil Foundation - Australia
•China Obstetricians and
Gynaecologists Association
•China Society for Colposcopy and
Cervical Pathology
•Russia Cervical Cancer Screening
Guideline
•Vietnam Hospital Technical List
•CE Mark, European Union
•NMPA, China
•TGA, Australia
•MHRA, UK
•Roszdravnadzor, Russia
•COFEPRIS, Mexico
•WAND New Zealand
•SFDA Saudi Arabia (under renewal)
•Zimbabwe Ministry of Health
•IEAKI Indonesia
•Vietnam MOH
•India (Test Licence)
•Uzbekistan
•HSA, Singapore
•Thai FDA
•MMDR Malaysia
TruScreen Regulatory Approvals
•ISO 13485
•IEC 60601-1
•IEC 60601-1-2
•CE Mark
International Approvals:Recognized by
International Quality
Accreditation:
15
Extensive body of clinical evidence
Over 40,000 women in clinical trials to date***
***Total number of subjects across published and unpublished clinical studies in English, data from TruScreen device generation I and II
Ye a rCountryInvestigatorN
2002ChinaDr Huang Yi683
2002ChinaDr Wang Ziyao301
2003UK/Aus Prof A. Singer651
2008Poland Dr. Pruski234
2009ChinaProf Ding Ma302
2010ChinaDr. He Xiu-Kui392
2010ChinaProf Fengnian Rong532
2010Korea Dr. Hyeong Soo Lim292
2011Poland Dr. Pruski293
2011ChinaDr. Li Xia500
2015Turkey Dr. Özgü E285
2016ChinaDr. LI Pei,368
2017Mexico Dr. Ricardo Lua521
2018ChinaDr. Huixia Yang2730
2018-2021China54 Hospitals14,982
Ye a rCountryInvestigatorN
2019ChinaD r. Baojin Wang315
2019ChinaDr. Wei Zhang1030
2019ChinaDr. Yanhong Jia320
2020ChinaDr Kang Yanan192
2021ChinaProf Chen Fei974
2021ChinaDr Wei Yingting458
2022ChinaDr Chen Zhenbo476
2022ChinaDr Zhu Bo283
2022ChinaDr Zhao Yuqian1319
2022AustraliaDr Jessica Vet506
2023ChinaDr Luo Lianmei318
2023ChinaDr Liu Hang997
2024ChinaDr Yang Yueming489
2024ChinaDr Fengyi Xiao & Long Sui1908
2024Saudi ArabiaDr S Maqsood and DrM Alhudhud507
16
COGA Trial (n= 14,982, 2018-2021)
4
•COGA multicentre trial (64 hospitals, 9 provinces), represents the world’s largest opto-electronic cervical screening study
•TruScreen specificity surpassed Liquid Based Cytology (LBC) and hrHPV
•TruScreen was determined to be a simple, effective and rapid real-time cervical cancer screening method
•TruScreen was determined to be an appropriate primary cervical cancer screening tool in regions with high morbidity and mortality to cervical
cancer
•Highlighted the superiority of TruScreen against alternative screening methods as well as the potential benefits of a TruScreen-HPV co-testing.
•The size of the COGA study, which was TruScreen’s largest clinical evaluation to date, lends extra significance to its results and broad
conclusions.
TruScreen’s
sensitivity
was well above that for LBC (87.5% v’s
66.5%), with a high degree of
statistical significance (p<0.001).
TruScreen’s
specificity
(88.4%) was higher than both LBC
(86.3%) and hrHPV testing (78.3%)
(also at p<0.001).
The sensitivity of TruScreen-hrHPV co-testing
was higher than that of LBC-hrHPV co-testing,
98.4% vs 95.9%
(statistically significant at p=0.006).
NOTE: A Saudi Study published in BMC Womens Health in April 2025 showed TS Sensitivity and Specificity of 83.3% and 95% v Pap at 66.7% and 98.2%
The Global Cervical
Cancer Screening
Market
18
Cervical Cancer Is A Global Public Health Issue
†
Around 660,000 new cases and
around 350,000 deaths in 2022
(WHO).
94% of global deaths occurred in
low and middle income countries
in 2022 (WHO).
Every 2 minutes, a
women dies from
cervical cancer.
Fourth most common cancer in
women worldwide, but preventable - in
fact only one of a handful of cancers
that we understand fully.
Most diagnoses
occur at working age
(35-44)
†
Cervical cancer (who.int)
19
1
Zion Market Research
2
Custom Market Insights
The Size of the Cervical Cancer Screening Market
2024
US$7.9bn
2033
US$14.5bn
•Theglobal cervical cancer screening marketwas valued at ~US$ 7.9
billionin 2024 - projected to reachUS$ 14.5 billionby 2033, an annual
growth rate of 5.8% (CAGR).
1
•Cervical cancer cases globally rose 16% from 570,000 (2018) to 662,301
(2022), with projections reaching over 1 million by 2050.
•TruScreen currently makes up just 0.02% of the total market with
enormous headroom for growth. In Low and Middle Income Countries
alone, there are 1bn+ women of screening age.
•TruScreen’s three core markets of China, India, and Indonesia collectively
account for 47.7% of all global cases.
•The market remains one of the most dynamic areas in preventive women’s
healthcare, with technology, government support, and innovation driving its
value higher each year.
2
20
WHO & 194 Countries are committed
to eliminating Cervical Cancer
•In 2020 The World Health Organisation (WHO) and 194 member countries agreed on a strategy to eliminate
cervical cancer this century
90%
90% HPV Vaccination
coverage for girls by 15 years
of age
70%
70% of women screened using a high-
performance test by 35 years of age
and again by 45 years of age
90%
90% of women with pre-cancer
treated and 90% of women with
invasive cancer managed
The WHO and member nations immediate commitment is to have screening coverage of 70% of women by
2030 – which TruScreen is well positioned to support.
21
Market Potential
22
High-Income Countries
42%
30%
22%
5%
1%
0
10
20
30
40
50
60
HPV DNACo-testingPap cytologyAI / optoVIA
Low- & Middle-Income Countries
28%
2%
14%
8%
48%
0
10
20
30
40
50
60
HPV DNACo-testingPap cytologyAI / optoVIA
4
Source: Source: Grand View Research, Future Market Insights, SNS Insider 2025
WHO, CDC PCD 2025, CHAI / Unitaid
The Problem That TruScreen Solves.
HIC’s vs LMIC’s: Lab based platforms and VIA are struggling to meet the screening needs of
LMIC’s, faced with 94% of cervical cancer deaths, limited access to laboratory resources and
over reliance on inaccurate VIA programs.
■AI/optoelectronic platforms such as TruScreen are the highest-growth frontier,
especially across LMICs where TruScreen operates.
23
Why TruScreen?
TruScreenLiquid Based Cytology (LBC)HPV DNA
Real time results
Low infrastructure
costs
Strong clinical results
Objective results
Low training threshold
Portable
No cell or tissue
samples taken
24
Complete patient data safety and privacy – a legal and
regulatory must.
•TruScreen’s algorithm is contained within the device, not the Cloud.
•TruScreen’s patient data is encrypted and stored within the device.
•TruScreen does not send data to the Cloud.
•TruScreen will connect via wi fi to a PC, Tablet or mobile phone but this needs a
confidential user ID only available to the hospital or clinic that has purchased the
TruScreen device.
•TruScreen does not send data from the device to any location other than the hospital or
clinic where it is being used.
TruScreen Sales &
Growth Strategy
26
Recurring Revenue Model
•TruScreen manufactures two devices –
oone made in China for use in China, where locally manufactured products have
preferential market access
oone made in Australia for other markets
•For each patient screened with the TruScreen device a new disposable Single Use
Sensor (SUS) must be used. This creates a recurring revenue model with a
consumable sale for each patient screened with TruScreen.
27
TruScreen Sales Strategy
•Whilst many other medical technology companies seek to commercialize their devices in
developed countries, TruScreen focuses on Low and Middle Income Countries (LMICs)
such as China, Mexico, Vietnam, India, Indonesia and Zimbabwe.
•Working with global and national NGOs, to manage large scale public health screening
programs
•These countries and other LMICs have no or minimal large-scale cervi cal cancer screening
programs and infrastructure. This creates a gap in the market for TruScreen that is not
available in the developed markets and allows quicker market access from a relative lack of
existing competition.
•In comparison with cytology and HPV DNA screening TruScreen is ‘capital light’, not
requiring lab infrastructure to be established prior to commencing screening.
•TruScreen continues to seek opportunities to expand our product offerings in women’s
health.
28
Saudi Arabia study published with
sensitivity 83.3% and specificity 95%
compared with Pap test of 66.7% and
98.2% respectively
Uzbekistan product registration completed. Validation trial of
TruScreen for a national cervical cancer screening program
commenced.
COFEPRIS approval for
use in Mexico Public
Health system
Launch of 5 year, 260,000 women
cervical cancer screening program
at Ho Chi Minh City Public Health
Association
Indonesian distributor appointed
with commercial sales
commenced in a significant
addressable market
Inclusion in Chinese Obstetricians and
Gynecologists Association (COGA) Blue
Book guideline and China Society for
Colposcopy and Cervical Pathology
(CSCCP) guideline
India distributor
appointed (world’s
second most
populous country)
Revalidation completed
for additional public
screening programs in
Zimbabwe
Appraisal by Baylor
Foundation from the
US for a public
screening program in
Eswatini
Global presence
Registration and sales activity in Russia, Kazakhstan,
Kyrgyzstan, Armenia and Belarus
Europe CE mark held as proof of
quality and efficacy
Product registration granted in
Singapore Malaysia and Thailand,
Distributor appointed
in South Africa and
product registration
obtained in June 2026
Rwanda
distributor appointed
Romania distributor appointed
Nigeria, Ghana, Cote
d’Ivorie distributor
appointed
Bangladesh
distributor
appointed
First sales in Panama
29
20
Active
Countries
1.1m+
Women
Screened
NZ$2.4M
FY26E
Revenue
232
Devices operational
worldwide
•TruScreen operates in a favourable macro environment defined by the WHO 2030 90-70-90 cervical cancer
elimination strategy
•Unmet screening demand in low- and middle-income countries is significant, and TRU real-time technology
is best suited to support screen-and-treat initiatives
•Adoption of AI-enabled point-of-care (POC) diagnostics is growing globally
•TruScreen holds less than 0.1% of the global cervical cancer screening market and 2.8% of the point-of-care
device segment - headroom for growth is enormous
30
FY25 ACTUALFY26 ACTUAL
NZ$1.7m
NZ$2.4m
31
The Game Changers -
NGO’s and Population Screening Programs
The timeline compression of WHO’s
90-70-90 milestones to December 2030
- sense of urgency
UNITAID and global NGOs funding
from late 2026 to drive cervical cancer
screening
1
2
32
Transformational opportunities have recently arisen
through global funder UNITAID's Call for Proposals:
Accelerating Cervical Cancer Elimination through
Secondary Prevention in Low and Middle Income
Countries.
Three grant applications have been made to UNITAID to screen an additional 400-
500,000 women over 3 years.
If successful, additional public screening programs may add NZ$4m to annual revenue
from FY2088 to FY 2030.
TruScreen has also partnered with two global NGOs in separate grant applications to
UNITAID for cervical screening programmes. In total, TruScreen is the technology partner
in five grant applications to UNITAID.
33
Partners:
1. National AIDS Council (NAC), Zimbabwe - Country implementation lead (Zimbabwe)
2. PATH - Global technical partner (Program for Appropriate Technology in Health )
3. Solina Centre for International Development and Research (SCIDaR) - Implementation partner
(Nigeria)
4. RedAid Nigeria - Community health delivery and outreach (Nigeria)
5. Baylor College of Medicine Children's Foundation Eswatini - Implementation partner (Eswatini)
Countries:
Zimbabwe, South Africa, Eswatini, Rwanda, Nigeria, Kenya
Unitaid: Proposal 1
Accelerating Cervical Cancer Elimination through AI-Enabled
Point-of-Care Screening in Sub-Saharan Africa
34
Partners:
1. National AIDS Council (NAC), Zimbabwe - Country implementation lead (Zimbabwe)
2. PATH - Global technical partner (Program for Appropriate Technology in Health )
3. Solina Centre for International Development and Research (SCIDaR) - Implementation partner
(Nigeria)
4. RedAid Nigeria - Community health delivery and outreach (Nigeria)
5. Baylor College of Medicine Children's Foundation Eswatini - Implementation partner (Eswatini)
Countries:
Zimbabwe, South Africa, Eswatini, Rwanda, Nigeria, Kenya
Unitaid: Proposal 2
Screen-and-Treat Africa: Accelerating Cervical Cancer
Elimination through Dual HPV-TruScreen Screening and
Same-Day Treatment in Sub-Saharan Africa
35
Partners:
1. PATH (Program for Appropriate Technology in Health )
2. Ho Chi Minh City Public Health Association
3. Gordon Health Services Vietnam
4. Beijing Siweixiangtai Tech Ltd Co
5. Sunbird Mexico
Countries:
China, India, Indonesia, Vietnam, Uzbekistan, Mexico, Malaysia, Thailand
Unitaid: Proposal 3
Accelerating Cervical Cancer Elimination through AI-Enabled
Real-Time Screening in the Asia-Pacific and Latin America
36
Partners:
1.Nigeria’s Lagos State University Teaching Hospital (LASUTH)
2.Lagos State University College of Medicine (LASUCOM)
3.Dr. Ayokunle Moses Olumedji, Consultant Gynaecological Oncologist at LASUTH
Country:
Nigeria
Bill and Melinda Gates Foundation Proposal
This proposal has an approved letter from the American Association for Cancer Research
Beginning Investor Grant for Catalytic Research (BIG CAT)
Partners:
1.Nigeria’s Lagos State University Teaching Hospital (LASUTH)
2.Lagos State University College of Medicine (LASUCOM)
3.Dr. Ayokunle Moses Olumedji, Consultant Gynaecological Oncologist at LASUTH
Country:
Nigeria
37
Partners:
1. National AIDS Council (NAC), Zimbabwe - Country implementation lead (Zimbabwe)
2. PATH - Global technical partner (Program for Appropriate Technology in Health )
3. Solina Centre for International Development and Research (SCIDaR) - Implementation partner
(Nigeria)
4. RedAid Nigeria - Community health delivery and outreach (Nigeria)
5. Baylor College of Medicine Children's Foundation Eswatini - Implementation partner (Eswatini)
Medical Expert Support
1.Professor Michael Campion, Royal Hospital for Women, Sydney
2.Dr. Ayokunle Moses Olumedji, Lagos State University College of Medicine
3.Dr Chibuike Chigbu, University of Nigeria Teaching Hospital
Countries:
Zimbabwe, South Africa, Eswatini, Rwanda, Nigeria, Kenya
Clinton Health Access Initiative
38
Other National or NGO Programs:
Zimbabwe – Re Validated by Ministry of Health and NACAIDS
•WLWHIV are 6x More likely to die from Cervical Cancer
•Next 10,000 Women program to commence in September
•Validation recommends TS for inclusion in Zimbabwe’s National Screening Program
Uzbekistan
•500 patient validation commenced in Tashkent prior to acceptance for
Government Screening programs
India and Bangladesh
•Leh Town Screening completed in North-West India under the control of the Himalaya Women
Health Project
•Shariaptur Development Society proposal to Bangladesh MoH to use TruScreen to screen
435,600 women over three years from 2027.
Indonesia – Prof Junita Indarti, Dr Cipta Mankusomo National Hospital Jakarta validation of TruScreen for the
Indonesian College of Obstetrics and Gynaecology (POGI).
•Preliminary results announced at the POGI Annual Conference at Jakarta in July 2026
•TruScreen has the highest concordance with Histology compared to Liquid Based Cytology and HPV DNA
•TruScreen identified 100% of CIN 2 and CIN 3 cases from 90 HPV positive patients.
39
DaltonBio Strategic Alliance
1.TruScreen to be appointed a global distributor of DaltonBio HPV related IVD products (excluding U.S.A. and Canada).
2.DaltonBio to explore opportunities to assist sales of TruScreen’s AI enabled real time cervical screening device within its
distribution network, notably in its selected distributors in China and South America. DaltonBio have 200 sub distributors in
China which may augment TruScreen’s current distribution network in its largest market.
•FY25 - Memorandum of Understanding signed with Dalton
Biosciences (DaltonBio)
•FY26 - TruScreen and Dalton Bio sign Distribution Agreement for HPV
products in India
The collaboration will enhance access to innovative cervical cancer screening and detection solutions by leveraging the
technology strengths of both companies. As demonstrated in the COGA landmark study (2023) and Beijing Obstetrics and
Gynecology Hospital study (Dovepress, May 2025), co-testing improved TruScreen’s already impressive standalone sensitivity
significantly.
Thank you.
Marty Dillon
CEO
E – martindillon@truscreen.com
Tony Ho
Non-Executive Chairman
E – tonyho@truscreen.com
TruScreen
Suite 3.03 18 Orion Rd
Lane Cove West NSW 2066
Australia
www.truscreen.com
41
Disclaimer and important notice
This presentation has been prepared by TruScreen Group Limited (TRU).
Information of a general nature:
This presentation contains summary information about TRU and its activities which is current as at the date of this presentation. The information in this presentation is of a general nature and does not purport to be
complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in TRU or that would be required in a product disclosure statement for the purposes of the
FMCA or a prospectus or other disclosure document for the purposes of Chapter 6D of the Australian Corporations Act 2001 (Cth) ("Australian Corporations Act"). The historical information in this presentation is, or is
based upon, information that has been released to NZX Limited (NZX) and ASX Limited (ASX). This presentation should be read in conjunction with TRU’s other periodic and continuous disclosure announcements,
which are available at www.nzx.com and www.asx.com.au.
NZX and ASX:
Neither NZX nor ASX accepts any responsibility for any statement in this presentation. NZX is a licensed market operator, and the NZX Main Board is a licensed market under the FMCA.
Not financial product advice:
This presentation is for information purposes only and is not financial, investment or financial product advice or a recommendation to acquire TRU securities and has been prepared without taking into account the
objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives,
financial situation and needs and consult a broker, solicitor, accountant and/or other professional adviser.
Past performance:
Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance.
Future performance:
This presentation contains certain "forward-looking statements" such as indications of, and guidance on, future earnings and financial position and performance. Forward-looking statements can generally be
identified by the use of forward-looking words such as ‘projected, 'expect', 'anticipate', 'likely', 'intend', 'could', 'may', 'predict', 'plan', 'propose', 'believe', 'forecast', 'estimate', 'target', 'outlook', 'guidance' and other similar
expressions within the meaning of securities laws of applicable jurisdictions, and include, but are not limited to future revenues, the timing of implementation of certain initiatives, growth strategies, the timetable of
the Offer and the use of proceeds. The forward-looking statements contained in this presentation are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and
other factors, many of which are beyond the control of TRU, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. There can be no
assurance that actual outcomes will not materially differ from these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward-looking
statements, including the risk factors set out in this presentation. Investors should consider the forward-looking statements contained in this presentation in light of those disclosures.
42
Future performance (continued):
The forward-looking statements are based on information available to TRU as at the date of this presentation. Except as required by law or regulation (including the NZX and ASX Listing Rules) TRU undertakes no
obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise. Indications of, and guidance on, future earnings or financial position or
performance are also forward-looking statements. An investment in securities in TRU is subject to investment and other known and unknown risks, some of which are beyond the control of TRU. TRU does not
guarantee any particular rate of return or the performance of TRU.
Financial data:
All dollar values are in New Zealand dollars (NZ$ or NZD) unless otherwise stated.
Investors should be aware that this presentation contains certain financial information and measures that are "non-GAAP financial information" under the New Zealand Financial Markets Authority Guidance Note on
disclosing non-GAAP financial information, "non-IFRS financial information" under Regulatory Guide 230 on disclosing non-IFRS financial information published by ASIC and "non-GAAP financial measures" within the
meaning of Regulation G, under the U.S. Securities Exchange Act of 1934, and, therefore, are not recognised under New Zealand equivalents to International Financial Reporting Standards (NZ IFRS) and International
Financial Reporting Standards (IFRS). The disclosure of such non-IFRS/GAAP financial information and financial measures in the manner included in this Presentation would not be permissible in a registration
statement under the U.S. Securities Act of 1933 (the U.S. Securities Act). The non-IFRS/non-GAAP financial information and financial measures do not have a standardised meaning prescribed by NZ IFRS, Australian
Accounting Standards or IFRS, and therefore, may not be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in
accordance with NZ IFRS or IFRS. Although TRU believes the non-IFRS/non-GAAP financial information and financial measures provide useful information to users in measuring the financial performance and
condition of TRU, investors are cautioned not to place undue reliance on any non-IFRS/non-GAAP financial information or financial measures included in this presentation.
Pro forma financial information:
This presentation also contains pro forma historical financial information to show the impact of the Placement. The pro forma in formation has not been audited or reviewed by TRU's auditors. The pro forma financial
information provided in this presentation is for illustrative purposes only and is not represented as being indicative of TRU's views on its future financial condition and/or performance. The pro forma financial
information has been prepared on the basis set out in this presentation. Investors should note that the pro forma financial information has not been prepared in accordance with, and does not purport to comply with,
Article 11 of Regulation S-X under the U.S. Securities Act.
Not a registered offer document:
This presentation is not a product disclosure statement, prospectus or other disclosure document under New Zealand law, Australian law, or any other law (and will not be lodged with the Registrar of Financial
Service Providers, New Zealand Companies Office, ASIC or any other regulator or exchange in New Zealand, Australia or any other jurisdiction). Such regulators take no responsibility for the contents of this
presentation. Accordingly, this presentation may not contain all information which a prospective investor may require to make a decision whether to subscribe for New Shares and it does not contain all of the
information which would otherwise be required by New Zealand law, Australian law or any other law to be disclosed in a regulated product disclosure statement, prospectus, or any other form of disclosure document.
This presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction, including the United States (and will not be lodged with the U.S.
Securities Exchange Commission).
Any decision to purchase New Shares in the Rights Offer should be made on the basis of the information to be contained in a separate offer document to be prepared and made available to eligible retail shareholders.
The offer document for the Rights Offer will be available to eligible retail shareholders in New Zealand and Australia following its lodgement with NZX and ASX. Any eligible shareholder who wishes to apply for New
Shares under the Rights Offer should review the offer document and apply in accordance with the instructions contained in the offer document or as otherwise communicated by TRU. This presentation does not
constitute investment or financial advice (nor tax, accounting or legal advice) or any recommendation to acquire New Shares and does not and will not form any part of any contract for the acquisition of New Shares.
The release, publication or distribution of this presentation (including an electronic copy) in jurisdictions outside New Zealand and Australia may be restricted by law and you should observe such restrictions and
should seek your own advice on such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws (see the Foreign Selling Restrictions section of this presentation).
By attending or reading this presentation you represent, warrant and agree that you: (i) are entitled to and permitted under applicable laws and regulations to receive the information contained in this presentation in
accordance with the restrictions as set out in this section of the presentation; (ii) will base any investment decisions solely on information released by TRU via NZX and ASX (including, in the case of the Rights Offer,
the offer document for the Rights Offer), and (iii) agree to be bound by the limitations contained therein.
Disclaimer and important notice (Continued)
43
Distribution of presentation:
This presentation (including an electronic copy) must not be distributed in any jurisdiction to the extent that its distribution in that jurisdiction is restricted or prohibited by law or would constitute a breach by TRU of
any law. The distribution of this presentation in other jurisdictions outside New Zealand or Australia may be restricted by la w, and persons into whose possession this presentation comes should observe any such
restrictions. Any failure to comply with such restrictions may violate applicable securities laws. None of TRU, any person named in this presentation or any of their affiliates accept or shall have any liability to any
person in relation to the distribution or possession of this presentation from or in any jurisdiction.
Not for distribution or release in the United States:
This presentation may not be released or distributed in the United States. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other
jurisdiction in which such an offer would be illegal. The offer and sale of the New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of
the United States. Accordingly, the New Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any
other applicable securities laws of any state or other jurisdiction of the United States.
Eligibility:
Determination of eligibility of investors for the purposes of the Offer (or any part of the Offer) is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry
constraints and the discretion of the underwriters and lead managers, and TRU. Each of the underwriters and lead managers and TRU and each of their respective related bodies corporate and affiliates, and each of
their respective directors, officers, partners, employees, representatives and agents, disclaim any duty or liability in respect of that determination and the exercise or otherwise of that discretion, to the maximum
extent permitted by law.
Disclaimer:
To the maximum extent permitted by law, the lead managers, TRU, and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim all
liability, for any direct or indirect expenses, losses, damages or costs incurred by you as a result of your participation in the Offer and/or the information in this presentation being inaccurate or incomplete in any way
for any reason, whether in tort (including negligence), arising under statute, in contract or equity or otherwise. To the maximum extent permitted by law, the underwriters and lead managers and their respective
advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents (Specified Persons) make no representation or warranty, express or implied, as to the currency, accuracy, reliability or
completeness of information in this presentation and, with regards to each Specified Person, take no responsibility for any part of this presentation or the Offer. The Specified Persons make no recommendations as to
whether you or your related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any
statements made by any of the Specified Persons in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. You agree that you will not bring any proceedings
against or hold or purport to hold any Specified Person liable in respect of this presentation or the information in this presentation and waive any rights you may otherwise have in this respect. Statements made in this
presentation are made only as the date of this presentation. The information in this presentation remains subject to change without notice. TRU reserves the right to withdraw the Offer or vary the timetable for the
Offer (whether for the Placement or the Rights Offer) without notice.
General:
For the purposes of this Disclaimer and Important Notice, "presentation" means the slides, any oral presentation of the slides by TRU, any question-and-answer session that follows that oral presentation, hard copies
of this presentation and any materials distributed at, or in connection with, that presentation.
Disclaimer and important notice (continued)
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.