What did Hallenstein Glasson Holdings Limited announce?

Hallenstein Glasson Holdings Limited (NZX: HLG) filed “HLG Annual Report for the year ended 1 August 2026” with NZX on 29 October 2026, as an annual report announcement.

When was it filed?
29 October 2026
Where is the original?
NZX announcement
Hallenstein Glasson Holdings Limited logo

HLG Annual Report for the year ended 1 August 2026

Annual Report29 October 2026HLGConsumer Discretionary

2026
ANNUAL

REPORT

CONTENTS
HIGHLIGHTS 4

CHAIRMAN'S REPORT 6

GLASSONS 8

HALLENSTEINS 9

SUSTAINABILITY MATTERS 10

INDEPENDENT AUDITOR’S REPORT 16

FINANCIAL STATEMENTS 20

GENERAL DISCLOSURES 51

CORPORATE GOVERNANCE STATEMENT 57

SHAREHOLDER INFORMATION 65

DIRECTORY & CALENDAR 67

3

4
SALES

UP 19.6%

59.16

141.58

312.67

99.2

PROFIT AFTER TAX

TOTAL EQUITY

TOTAL ASSETS

BASIC EARNINGS PER ORDINARY SHARE

UP 49.9%

563.02

$

$

$

$

M

M

M

M

CENTS

Highlights

5
3,023

TEAM MEMBERS

122

TOTAL STORES

6
Chairman’s

Report

19.0%

Online Sales

OF GROUP TURNOVER

563.0

Group Sales

$

M

7
THE COMPANY ADVISES THAT GROUP SALES

FOR THE 12 MONTHS TO 1 AUGUST 2026

WERE $563.0 MILLION, AN INCREASE OF

19.6% ON THE PRIOR YEAR ($470.7 MILLION).

The Directors note the result has benefited

from a stronger Australian Dollar and on a

constant currency basis, sales were up +15.6%

on the prior year.

Gross margin at 61.7% was +240 basis points

above the 59.3% realised in the prior year

despite a continued challenging foreign

exchange rate for inventory purchases, which

was lower than the prior corresponding period.

The improved margin reflects stronger sales at

full price, and working closely with suppliers and

freight forwarders to secure best possible rates.

The audited net profit before tax for the 12

months was $83.9 million, an increase of +43.8%

on the prior corresponding period ($58.4 million).

Group audited net profit after tax was $59.2

million, an increase of +49.9% on the prior

corresponding period ($39.5 million).

The Group maintains a strong balance sheet and

working capital position.

GLASSONS — AUSTRALIA

Sales in Australia were $324.4 million which was

an increase of +29.0% on the prior corresponding

period ($251.5 million) inclusive of sales from new

and refurbished stores. On a constant currency

basis, Australian sales were up +21.4% on the

prior corresponding period. Net profit before tax

was $43.5 million, an increase of +27.0% on the

prior year ($34.2 million).

During the year, a new store opened in Burwood,

NSW, taking the Australian store network to

41 stores at year end. The Parramatta store

relocated to a larger site in November, the


Castle Towers store was refurbished, and the

Highpoint store in Victoria was expanded and

reopened in June.

The Group continues to assess further store

opportunities in Australia as suitable locations

become available. Post year end, a new store

opened in Miranda, NSW, in August, with a

further NSW store scheduled to open in October

ahead of the peak trading period.

Construction of the Group’s new purpose-built

Sydney warehouse was completed during the

year. The new warehouse, located in leased

premises, incorporates company owned

increased automation and additional capacity to

support the Australian business. It commenced

operations in the first week of the 2027


financial year.

GLASSONS — NEW ZEALAND

Sales in New Zealand for the year were $124.8

million, an increase of +11.5% on the prior

corresponding period ($111.9 million). Net profit

before tax was $29.1 million, an increase of +51.9%

on the prior corresponding period ($19.2 million),

continuing the strong momentum from the

first half.

During the year, the Hamilton Central store was

refurbished and reopened in August, while the

Porirua store was expanded and refurbished to

bring it in line with current brand standards. The

Frankton, Queenstown store, which opened in July

2025, has now completed its first full year


of trading.

Post year end, the New Plymouth store has

undergone refurbishment and has reopened in

September.

HALLENSTEINS

Sales for the 2026 financial year of $113.8 million

(including Australia), represent an increase of

+6.1% on the prior corresponding period ($107.3

million). On a constant currency basis, total

Hallensteins sales were up +5.4% on the prior

corresponding period. Net profit before tax

was $10.9 million, an increase of +129.5% on the

prior corresponding period ($4.8 million). The

business has worked hard to improve profitability

over the last 12 months, and the result achieved

demonstrates the effort.

During the year, the Hamilton Central store

was refurbished and reopened in September

2025, while Lynn Mall was expanded and

refurbished in December 2025 to align with

current brand standards. Smaller upgrades were

also completed at St Lukes, New Plymouth and

Albany to improve the presentation of those

stores.

In Australia, the Robina pop-up store closed

and was replaced by a larger permanent store

in November 2025. In March 2026, the Harbour

Town store on the Gold Coast relocated to

a significantly larger site, providing greater

capacity for full-price product and supporting

improved store profitability.

Post year end, a new store opened at

Indooroopilly, QLD, taking the total number of

Hallensteins stores in Australia to six. The Group

will continue to assess the performance of the

Australian store network and consider further

expansion opportunities where appropriate.

E-COMMERCE AND DIGITAL

Digital sales represented 19.0% of Group

revenue for the year, an increase from 18.0% in

the prior corresponding period. Online sales

grew overall by +26.2% compared to the prior

corresponding period.

DIVIDEND

The Directors have declared a final dividend

of 40.0 cents per share (partially imputed at

91.6%) (30.5 cents per share partially imputed

at 56.5% last year) to be paid on 9th December

2026. Together with the interim dividend of 29.0

cents per share that was paid on 24th April

2026, the full year dividend is 69.0 cents per

share. The dividend payment has grown as the

Company’s balance sheet continues to remain

strong, and inventory levels are well controlled.

FUTURE OUTLOOK

For the first eight weeks of the new financial

year, Group sales were 18.4% ahead of the same

period last year on a constant currency basis.

Sales were ahead of the prior corresponding

period across both brands, with the result also

reflecting the contribution from recently opened

and refurbished stores.

While trading to date has been ahead of the

prior year, the period represents a relatively

small part of the financial year and precedes the

important Black Friday and Christmas trading

periods. The rate of sales growth achieved in the

opening weeks is not expected to continue at the

same level through the remainder of the first half.

The Group continues to operate against an

uncertain economic and geopolitical backdrop.

Changes in consumer spending, foreign

exchange rates, freight and logistics costs, and

other operating costs may affect trading and

profitability over the remainder of the financial

year. The Group will continue to monitor these

factors and respond as appropriate.

A further trading update will be provided at


the Annual Meeting of Shareholders in

December 2026.

WARREN BELL

CHAIRMAN

8
324.37

AUSTRALIAN SALES

UP 29%

35

NEW ZEALAND

STORES

M

41

AUSTRALIA

STORES

124.81

NEW ZEALAND SALES

UP 12%

M

$

$

9
113.85

TOTAL SALES

UP 6%

41

NEW ZEALAND

STORES

5

AUSTRALIA

STORES

$

M

10
Our Brands

Looking Forward

With more than 100 years of New Zealand heritage, Glassons and Hallensteins have earned a place in wardrobes across New Zealand and

Australia. While fashion continues to evolve across generations, our purpose remains the same: creating quality, affordable fashion that

people love to wear, guided by our Made with Care commitment.

Since coming together as Hallenstein Glasson Holdings in 1985, our two brands have continued to grow with purpose. Different in

personality, united in values. Connected by a shared ambition to create products our customers love and wear for longer. Today, our

business spans across New Zealand and Australia with 122 combined stores and an expanding global digital presence that connects us with

more and more customers every year. While fashion continues to evolve at pace, our focus remains constant: delivering quality, value and

fashion without compromising who we are.

We’re proud of where we’ve come from, but we’re equally excited about where we are going. While our heritage has shaped who we are, we

continue to evolve and define our next chapter.

ESG Leadership

Guiding Governance

Good governance is the foundation of a responsible business. For us, that comes from a shared commitment to doing the right thing for our

customers, our people, our partners and the communities we are part of.

Our Sustainability Committee brings together board members, executive leaders and team members from across the business, each

contributing different perspectives and expertise to help shape our approach to sustainability and ethical business practices. By working

across functions, the Committee ensures these priorities are considered in the decisions we make each and every day, while keeping an eye

on the opportunities and challenges of tomorrow.

The Committee meets regularly to review progress, monitor emerging issues and guide the actions that support our long-term strategy.

When ESG issues have a wider impact on the company, major decisions are escalated to the full Board for review and approval.

SUSTAINABILITY MATTERS

HGH SUSTAINABILITY REPORT 2026

11
Our Vision

Our vision is grounded on a firm foundation of integrity. Every sustainability journey needs a framework to work to and measure progress

against. Ours is based around three broad pillars (Product, Planet and People) and under those we have developed areas of focus with the

important issues for us to address. Materiality assessments help us understand what is most important to our stakeholders. The materiality

results provide insights that feed into our framework. Our sustainability framework communicates our strategy to staff, customers and

shareholders

PILLARSFOCUS AREAGOALIMPORTANT ISSUES

Sourcing Materials

Source materials that minimise the

environmental impact.

Availability and traceability of

sustainable raw materials

Product Stewardship

Support a considered transition from a

linear to a circular model.

End of life

Ethical Factories

Partnering with supplier factories that

uphold international labour rights.

Worker welfare

Carbon Footprint

Provide meaningful change by reducing

our carbon footprint.

Reduction roadmap

Climate Change

Preparation

Tackle climate change and build a

globally climate resilient business.

Mitigate for future scenarios

Minimising risk to people,

communities and property

Environmental Impact

Minimise the environmental impacts of

our operations.

Reduce waste

Energy efficiency

Cruelty free fashion

Diverse WorkforceTo create an inclusive workplace culture.Diversity & Inclusion

Safe Working Environment

Deliver a workplace where employees feel

secure.

Worker wellbeing

Career Development

Provide opportunity to further

development of career aspirations

and goals.

Investing in people

Training & Education

Product

Planet

People

Climate Resilience

Building a resilient business means understanding not only the impact we have on the environment, but also the impact a changing climate

may have on our people, our operations and our supply chain.

Over recent years, we’ve continued to develop our understanding of our carbon footprint and climate-related risks and opportunities, while

identifying opportunities to improve our environmental performance. This work provides useful insights to help inform our decision-making

and our approach to managing environmental impacts.

By considering climate-related risks and opportunities across our operations and supply chain, we are continuing to develop our

understanding of how these factors may affect our business over time.

12
Our Supply Chain

Behind every product is a network of skilled manufacturers who help transform ideas into finished products.

While we don’t own or operate the factories that make our products, we are thoughtful about who we choose to work with. Today, our

products are sourced from trusted suppliers across China, India, Bangladesh and Vietnam. Many of these relationships have grown over

years of working together, creating a foundation of trust, consistency and mutual respect.

As our business evolves, so does our supply chain. We’re continually strengthening the way we understand, monitor and engage with our

supplier network, helping us make informed decisions and support responsible business practices throughout our operations.

Average worker earnings in our

producer factories (by country)

% Above

minimum wage

Representation

Bangladesh4.8%

One factory is unionised with collective bargaining agreements.

6 factories have worker representatives. (No collective agreements).

China32.5%All factories have worker representatives.

India9%All factories have worker representatives.

Vietnam21.8%

Our 1 factory is unionised and has a collective bargaining agreement in

place.

Where In The World

Across Asia, we’re privileged to work with suppliers who have helped shape our business for many years. Together, we’ve built partnerships

founded on trust, mutual respect and a shared commitment to producing quality products.

Our suppliers are more than manufacturers, they’re partners, an extension of our team. Through open conversations, shared experiences and

a willingness to learn from one another, we’ve created relationships that continue to grow stronger with time.

CHINA

BANGLADESH

VIETNAM

INDIA

SUPPLIERS

SUPPLIERS

SUPPLIER

SUPPLIERS

FACTORIES

FACTORIES

FACTORY

FACTORIES

33

3

1

5

71

7

1

17

13
Our Progress

Note:

Visibility: Means we have traced to the facility that is involved in the harvesting, processing and/or manufacturing within our supply chain.

We have as a minimum their name and address on file and any certifications they may hold.

Transparency: Means we know who they are, we have visited their facilities and / or conducted our own audits. As a minimum, we must hold

a valid audit on file for the facility, either our own or a globally recognised audit (Smeta, BSCI etc.)

TIER 2

TIER 3

Audits

5

These suppliers are the textile

processing facilities: mills, dye

houses and laundries.

These suppliers provide the raw

materials.

We achieved our target of 5 audits in FY26 on

Tier 2 facilities.

Tier 3 continues to be challenging to get the visibility

we would ideally like to have. We continue to review

textile certification programmes that could provide

further verification of raw material origins.

TIER 1

99%

These factories make the

products we import and sell.

FY26

Tier 1 FY26 transparency is at 99%, as we continue

our due-diligence ensuring all factories are disclosed

to us and onboarded. While we believe all Tier 1

factories are disclosed, we report 99% to acknowledge

the possibility of unidentified facilities and maintain

transparency in our reporting.

Audit, Assessment & Remediation

Our Social & Ethical Compliance Programme plays an important role in helping us understand what’s happening across our supply chain. It

gives us confidence in what’s working well, while highlighting where improvements can be made.

Working with our long-standing independent audit partner, Qualspec SgT, we conduct a programme of announced and unannounced ethical

audits across our Tier 1 and 2 supplier network. Together, these assessments provide a balanced view of day to day operations and help us

build a deeper understanding of the people and practices behind our products.

Our audits look beyond compliance. They provide insight into working hours, wages, health and safety, management systems, worker

wellbeing and broader workplace practices. They also help us identify emerging risks and opportunities to strengthen performance over

time. When issues are identified, our focus is on remediation. We work alongside our suppliers to understand the root cause, agree on

practical corrective actions and monitor progress through to completion. We believe lasting improvements are achieved through partnership,

transparency and a shared commitment to doing better.

HGH managers visit our Tier 1 suppliers, and we

monitor factories by engaging Qualspec audits

to measure compliance against our HGH Code of

Conduct.

• 27 Independent new audits

• 7.3 Average number of non-compliances

• 131 Compliances checked in each audit

THE NUMBERS IN TIER 1 (FY26)

Beyond our Tier 1 garment manufacturers are the

fabric mills, dye houses and laundries that play a

vital role in bringing our products to life. These Tier 2

facilities remain an important focus as we continue to

strengthen visibility across our supply chain.

The numbers in Tier 2 (FY26)

• 5 mills audited (China)

• 6.2 Average number of non-compliances

TIER 2 AUDITS FY26

14
FY26: 21.37%

(FY25 24.35%)

SUSTAINABLE PRODUCT FY26

Fibre Architecture

Our Fibre Architecture helps guide the materials we use across our collections, providing a clear framework for selecting fibres that align

with our product standards and long-term direction. While performance, durability and availability remain important, we also consider how

material choices can contribute to reducing impacts across our supply chain.

There is no single perfect fibre. By continually evaluating the options available, we’re making informed choices that support better products

today while helping shape a more responsible future.

Premium fibres

(preferred)

Certified fibresDo not use

LinenRecycled PolyesterAngora

CottonRecycled NylonSilk

WoolRecycled CottonFur

Merino WoolOrganic CottonMohair

AlpacaEco LinenExotic skins

CashmereEco Viscose

12.1%

3.87%

5.4%

78.63%

Organic Cotton

Eco-Linen

Recycled

Regular Product

2026 Ethical Fashion Report

The Ethical Fashion Report (EFR) published by Baptist World Aid Australia, continues to provide us with a valuable tool to independently

measure and evaluate our performance relating to two of our pillars, People and Planet.

Hallenstein Glasson Holdings received a score of 46 out of 100 in Baptist World Aid Australia’s 2026 Ethical Fashion Report, exceeding the

industry average of 31.5. The report assessed 138 companies representing 543 brands across key areas including ethical governance, supply

chain transparency, human rights monitoring, worker empowerment and environmental sustainability.

We recognise there are opportunities for further improvement, particularly in supply chain traceability and worker empowerment, and remain

focused on strengthening our due diligence and supporting positive outcomes across our supply chain.

15
0

3,400

6,800

10,200

13,600

17,000

0

3,400

6,800

10,200

13,600

17,000

Reducing Textile Waste

Reducing textile waste isn’t about one solution, it’s about making better decisions at every stage. Thoughtful planning is where it begins. By

carefully forecasting demand and managing inventory across our retail and online channels, we aim to purchase the right products, in the

right quantities, helping to reduce excess stock before it occurs. Quality is equally important. Working closely with our suppliers, we strive to

identify and resolve issues early, ensuring more products reach our customers as intended.

When products can’t be sold through our regular retail channels, we look for the most responsible outcome available. Depending on the

condition of the garment, this may include:

• Offering products through our clearance stores

• Donating wearable garments to our community partners, or

• Working with specialist recycling partners to recover materials from products that have reached the end of their wearable life.

Our partnership with UPPAREL underscores our commitment to sustainability in the fashion industry.

UPPAREL is a leader in textile recovery and recycling in Australia. UPPAREL Australia takes many of

our textiles not fit for wear and repurpose them, often creating a new material called UPtex, which

can be used for packaging, homewares and more. Take a look at how we work with UPPAREL.

UPPAREL AUSTRALIA

GLASSONS AUSTRALIA IMPACT STATEMENT

02/08/2025 - 01/08/2026

TEXTILES DIVERTED FROM LANDFILL

4,164.5 KG

GREENHOUSE GASES PREVENTED

14,576 KG

Managing Waste At Our Distribution Centres

Addressing waste remains an important part of our work. We continue to work with key partners to strengthen our approach around the

three Rs: Reduce, Reuse and Recycle. Our collaborations with Better Packaging, EnviroWaste and Waste Pro continue to play an important

role in helping us identify opportunities to reduce waste and improve recycling outcomes.

We continue to look for practical opportunities to eliminate unnecessary materials, reuse where possible and increase recycling. Waste

reduction continues to be an area of focus at our Distribution Centres. During FY26, we continued to review our waste streams and work

with our waste and recycling partners to identify practical opportunities to reduce the amount of material sent to landfill. While landfill

waste volumes have varied across our Distribution Centres, the total amount of waste sent to landfill has remained broadly consistent with

the previous year, despite continued growth in business operations. This represents a reduction in landfill waste relative to sales, as we

continue to focus on reducing waste and increasing recycling across our operations.

See how our waste and recycling results across our Distribution Centres are tracking for 2026.

AUSTRALIA DISTRIBUTION CENTRE FY26NEW ZEALAND DISTRIBUTION CENTRE FY26

Waste to landfill (kg)

Waste to landfill (kg)

FY26 RECYCLING

BY WEIGHT

Hallensteins:

2,850kg

6,930kg

Glassons (NZ):

75,189kg

Glassons (Australia):

FY2616,255kg

FY266,160kgFY2510,836kg

FY2514,615kg

FY268,943kgFY256,040kg

GLASSONSHALLENSTEINS

16

PricewaterhouseCoopers, PwC Tower, 15 Customs Street West,

Private Bag 92162, Auckland 1142, New Zealand

+64 9 355 8000

pwc.co.nz

Independent auditor’s report

To the shareholders of Hallenstein Glasson Holdings Limited

Our opinion

In our opinion, the accompanying consolidated financial statements (the financial statements) of Hallenstein

Glasson Holdings Limited (the Company), including its subsidiaries (the Group), present fairly, in all material

respects, the financial position of the Group as at 1 August 2026, its financial performance, and its cash flows for the

year then ended in accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ

IFRS) and International Financial Reporting Standards Accounting Standards (IFRS Accounting Standards).

What we have audited

The Group's financial statements comprise:

• the consolidated statement of financial position as at 1 August 2026;

• the consolidated statement of comprehensive income for the year then ended;

• the consolidated statement of changes in equity for the year then ended;

• the consolidated statement of cash flows for the year then ended; and

• the notes to the consolidated financial statements, comprising material accounting policy information and

other explanatory information.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs (NZ)) and

International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the

Auditor’s responsibilities for the audit of the financial statements section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We are independent of the Group in accordance with Professional and Ethical Standard 1 International Code of

Ethics for Assurance Practitioners (including International Independence Standards) (New Zealand) issued by

the New Zealand Auditing and Assurance Standards Board (PES 1) and the International Code of Ethics for

Professional Accountants (including International Independence Standards) issued by the International Ethics

Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest

entities. We have also fulfilled our other ethical responsibilities in accordance with PES 1 and the IESBA Code.

Certain partners and employees of our firm may deal with the Group on normal terms within the ordinary course of

trading activities of the business. Other than in our capacity as auditor we have no other relationship with, or

interests in, the Group.

INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

17
PwC - Independent auditor’s report

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of

the financial statements of the current year. These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Description of the key audit matter How our audit addressed the key audit matter

Inventory valuation

As at 1 August 2026, the Group held $30.4 million of finished

goods, net of inventory provision of $1.2 million. Given the size

of the inventory balance, and the estimates and judgements

described below, the valuation of inventory required significant

audit attention and is a key audit matter.

As disclosed in note 3.2, inventories are held at the lower of

cost and net realisable value. At year end, the valuation of

inventory is reviewed by management and its cost is reduced

where inventory is forecasted to be sold below cost.

The inventory provision is determined based on various factors

including historical data, inventory ageing, current trends and

specific product information from buyers. Determining the

appropriate level of provisioning involves judgement and the

application of assumptions including management's estimation

of future selling prices.

Our audit procedures included:

•gaining an understanding of management’s processes

and relevant controls in place over t he valuation process;

•testing, on a sample basis, the accuracy of inventory

costing to supporting documentation and calculations;

•considering the level of aged inventory, inventory turnover

levels and enquiries with management;

•performing analytical procedures on balances supporting

inventory provisions to assess their reasonableness and

that the provision amounts were within expectations;

•considering the results of our testing and in conjunction

with management enquiries determined whether any

specific write downs were required; and

•assessing the appropriateness of disclosures in the

financial statements.

Our audit approach

Overview

Overall group materiality: $4.0 million, which represents approximately 5% of Group profit before tax.

We chose Group profit before tax as the benchmark because, in our view, it is the benchmark against

which the performance of the Group is most commonly measured by users, and is a generally accepted

benchmark.

Our Group audit scoping focussed on those components that are financially significant to the Group.

Specified audit and/or analytical procedures were performed over certain residual components.

As reported above, we have one key audit matter being, inventory valuation.

As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the

financial statements. In particular, we considered where management made subjective judgements; for example, in

respect of significant accounting estimates that involved making assumptions and considering future events that are

inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls,

including among other matters, consideration of whether there was evidence of bias that represented a risk of

material misstatement due to fraud.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable

assurance about whether the financial statements are free from material misstatement. Misstatements may arise

due to fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of the financial statements.

INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

18
PwC - Independent auditor’s report

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the

overall group materiality for the financial statements as a whole as set out above. These, together with qualitative

considerations, helped us to determine the scope of our audit, the nature, timing and extent of our audit

procedures, and to evaluate the effect of misstatements, both individually and in the aggregate, on the financial

statements as a whole.

How we tailored our group audit scope

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the

financial statements as a whole, taking into account the structure of the Group, the accounting processes and

controls, and the industry in which the Group operates.

Other information

The Directors are responsible for the other information. The other information comprises the information included

in the Annual Report, but does not include the financial statements and our auditor’s report thereon. The Annual

Report is expected to be made available to us after the date of this auditor’s report.

Our opinion on the financial statements does not cover the other information and we will not express any form of

audit opinion or assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the other information not yet received, if we conclude that there is a material misstatement therein,

we are required to communicate the matter to the Directors and use our professional judgement to determine the

appropriate action to take.

Responsibilities of the Directors for the financial statements

The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of the financial

statements in accordance with NZ IFRS and IFRS Accounting Standards, and for such internal control as the

Directors determine is necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a

going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of

accounting unless the Directors either intend to liquidate the Group or to cease operations, or have no realistic

alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements, as a whole, are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (NZ) and ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud

or error and are considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located at the External

Reporting Board’s website at:

https://www.xrb.govt.nz/standards/assurance-standards/auditors-responsibilities/audit-report-1-1/

This description forms part of our auditor’s report.

TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

INDEPENDENT AUDITOR’S REPORT

19
PwC - Independent auditor’s report

Who we report to

This report is made solely to the Company’s shareholders, as a body. Our audit work has been undertaken so that

we might state those matters which we are required to state to them in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company

and the Company’s shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.

The engagement partner on the audit resulting in this independent auditor’s report is John (Jolly) Morgan.

For and on behalf of:

PricewaterhouseCoopers Auckland

29 September 2026



TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED

INDEPENDENT AUDITOR’S REPORT

20
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 1 AUGUST 2026

$’000NOTE20262025

Sales revenue2.1563,022470,740

Cost of sales2.1(215,413)(191,476)

Gross profit347,609279,26 4

Other operating income2.2605475

Selling expenses(186,000)(161,183)

Distribution expenses(23,004)(16,959)

Administration expenses(51,797)(40,565)

Total expenses(260,801)(218,707)

Operating profit8 7, 4 1361,032

Finance income2.12,0632,035

Finance expense2.1, 2.2(5,557)(4,689)

Profit before income tax83,91958,378

Income tax expense6.1(24,756)(18,917)

Net profit after tax attributable to the shareholders of

the Holding Company

2.159,16339,4 61

Other comprehensive income

– Items that will not be reclassified to profit or loss

Fair value Gain/(Loss) (net of tax) on revaluation of

land and buildings

6.12,419(20)

– Items that may be subsequently reclassified to profit or loss

Fair value (Loss) (net of tax) in cash flow hedge reserve6.1(462)(635)

Movement in foreign currency translation reserve3,954265

Total comprehensive income for the year attributable

to the shareholders of the Holding Company

65,07439,071

Earnings per share

Basic earnings per share2.4 99.2 66.2

Diluted earnings per share2.4 99.1 66.1

The Notes to the Consolidated Financial Statements form an integral part of the Consolidated Financial Statements.

$’000
NOTE20262025

Equity

Contributed equity5.129,279

29,279

Asset revaluation reserve

28,50426,085

Cash flow hedge reserve

(161)301

Foreign currency translation reserve

4,219265

Share option reserve

9937

Retained earnings

79,63755,928

Total Equity

141,577111,895

Represented by

Current assets

Cash and cash equivalents3.1

78,20558,333

Short-term deposits3.1

10,000-

Trade and other receivables

641366

Advances to employees

553732

Prepayments

1,7573,646

Inventories3.2

30,44431,274

Derivative financial instruments7. 5

4991,062

Total current assets

122,09995,413

Non-current assets

Property, plant and equipment4.2

79,58262,155

Right-of-use assets4.1

98,05063,785

Investment property4.3

2,9603,020

Intangible assets

1,9691,273

Deferred tax6.2

8,0135,570

Total non-current assets

190,574135,803

Total assets

312,673231,216

Current liabilities

Trade payables

13,95211,341

Employee benefits7.1

12,7499,87 7

Other payables

24,22318,448

Lease liabilities4.1

29,25626,680

Derivative financial instruments7. 5

730639

Taxation payable

7, 8 8 42,376

Total current liabilities

88,79469, 361

Non-current liabilities

Lease liabilities4.1

81,357 49,960

Non-current provisions

945-

Total non-current liabilities82,30249,960

Total liabilities

171,096119,321

Net assets

141,577111,895

The Notes to the Consolidated Financial Statements form an integral part of the Consolidated Financial Statements.

The Consolidated Financial Statements are signed for and on behalf of the Board and were authorised for issue on 29 September 2026.

Date 29 September 2026DirectorDirector

21

AS AT 1 AUGUST 2026

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

WARREN BELLPETER STEENSON

$’000NOTE
SHARE

CAPITAL

ASSET

REVALUATION

RESERVE

CASH FLOW

HEDGE

RESERVE

SHARE

OPTION

RESERVE

FOREIGN

CURRENCY

TRANSL ATION

RESERVE

RETAINED

EARNINGS

TOTAL

EQUITY

Balance at 1 August 202429,27926,105936--46,887103,207

Comprehensive income

Profit for year-----39,4 6139,4 61

Revaluation net of tax6.1-(20)----(20)

Cash flow hedges net of tax6.1--(635)---(635)

Foreign currency translation reserve----265-265

Total comprehensive income -(20)(635)-26539,46139,071

Transactions with owners

Dividends 2.3-----(30,420)(30,420)

Increase in share option reserve---37--37

Total transactions with owners---37-(30,420)(30,383)

Balance at 1 August 202529,27926,0853013726555,928111,895

Comprehensive income

Profit for year-----59,16359,163

Revaluation net of tax6.1-2,419----2,419

Cash flow hedges net of tax6.1--(462)---(462)

Foreign currency translation reserve----3,954-3,954

Total comprehensive income -2,419(462)-3,95459,16365,074

Transactions with owners

Dividends 2.3-----(35,491)(35,491)

Increase in share option reserve---99--99

Transfer of share option reserve to

retained earnings

---(37)-37-

Total transactions with owners---62-(35,454)(35,392)

Balance at 1 August 202629,27928,504(161)994,21979,637141,577

The Notes to the Consolidated Financial Statements form an integral part of the Consolidated Financial Statements.

22

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 1 AUGUST 2026

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 1 AUGUST 2026

$’000

NOTE20262025

Cash flows from operating activities

Cash was provided from:

Sales to customers

563,528471,282

Rent received2.2

223231

Interest income2.1

2,0632,031

Interest on debtors2.1

- 4

565,814473,548

Cash was applied to:

Payments to suppliers

3 17,942278,908

Payments to employees

98,14784,356

Interest paid on leases2.2

5,5304,689

Taxation paid

21,95416,990

443,573384,943

Net cash flows from operating activities

122,24188,605

Cash flows from investing activities

Cash was provided from:

Proceeds from sale of property, plant and equipment and intangible assets

13889

Repayment of employee advances

179115

317204

Cash was applied to:

Purchase of property, plant and equipment and intangible assets4.2

29,35115,830

Short-term deposits

3.110,000 -

39,35115,830

Net cash flows applied to investing activities

(39,03 4)(15,626)

Cash flows from financing activities

Cash was applied to:

Dividend paid2.3

35,49130,420

Lease liability payments4.1

30,61930,141

66,11060,561

Net cash flows applied to financing activities

(66,110)(60,561)

Net increase in funds held

17, 0 9 712,418

Cash and cash equivalents at the beginning of the year

58,33345,915

Effect of foreign exchange differences

2,775 -

Cash and cash equivalents at the end of the year3.1

78,20558,333

The Notes to the Consolidated Financial Statements form an integral part of the Consolidated Financial Statements.

23

$’000
NOTE20262025

Net profit after taxation

59,16339,4 61

Add/(deduct) items classified as investing or financing activities

Loss/(Gain) on sale of plant and equipment2.23342

Add/(deduct) non cash items

Depreciation and amortisation2.2

44,57040,629

Gain on termination of lease2.2

(64)-

Net fair value loss on investment property2.2

60 60

Deferred taxation6.2

(2,706)2,017

Share option expense

9937

Foreign currency translation reserve

2,419265

Add/(deduct) movements in working capital items

Taxation payable

5,508(90)

Trade and other receivables and prepayments

1,6142,236

Trade and other payables, employee benefits and other working capital

10,4147, 7 7 8

Inventories

830(3,790)

Net cash flows from operating activities

122,24188,605

RECONCILIATION OF PROFIT AFTER TAXATION TO CASH FLOWS FROM OPERATING ACTIVITIES

24

FOR THE YEAR ENDED 1 AUGUST 2026

The Notes to the Consolidated Financial Statements form an integral part of the Consolidated Financial Statements.

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

1. BASIS OF PREPARATION
This section presents a summary of information considered relevant and material to assist the reader in understanding the

foundations on which the financial statements as a whole have been compiled. Material accounting policies specific to notes

shown in other sections are disclosed in a shaded box and are included as part of that particular note.

1.1 GENERAL INFORMATION

Reporting entity

Hallenstein Glasson Holdings Limited (“Company” or “Parent”) together with its subsidiaries (the “Group”) is a retailer of men’s and

women’s clothing primarily in New Zealand and Australia.

The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its registered office is

Level 3, 235-237 Broadway, Newmarket, Auckland.

Statutory base

Hallenstein Glasson Holdings Limited is a company registered under the Companies Act 1993 and is a FMC reporting entity under

Part 7 of the Financial Markets Conduct Act 2013. The Company is also listed on the New Zealand Stock Exchange (NZX). The

financial statements of the Group have been prepared in accordance with the requirements of Part 7 of the Financial Markets

Conduct Act 2013 and the NZX Main Board Listing Rules.

The financial statements were approved for issue by the Board of Directors on 29 September 2026.

FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

25

1.2 GENERAL ACCOUNTING POLICIES

Statement of Compliance

These financial statements for the year ended 1 August 2026 have been prepared in accordance with Generally

Accepted Accounting Practice in New Zealand (“GAAP”). They comply with New Zealand equivalents to International

Financial Reporting Standards (“NZ IFRS”), other New Zealand accounting standards and authoritative notices that

are applicable to entities that apply NZ IFRS. The financial statements comply with International Financial Reporting

Standards Accounting Standards (“IFRS Accounting Standards”).

Basis of preparation of financial statements

The principal accounting policies adopted in the preparation of the financial statements are set out below. These

policies have been consistently applied to all the periods presented, unless otherwise stated.


The reporting currency used in the preparation of these financial statements is New Zealand dollars, rounded where

necessary to the nearest thousand dollars.

Entities reporting

The financial statements are the Consolidated Financial Statements of the Group comprising Hallenstein Glasson

Holdings Limited and its subsidiaries, together they are referred to in these financial statements as ‘the Group’.

The parent and its subsidiaries are designated as for-profit entities for financial reporting purposes.

Principles of consolidation

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed

to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns

through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to

the Group. They are deconsolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies are

eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the

policies adopted by the Group.

20262025

Hallenstein Bros Limited100%100%Retail of menswear in New Zealand

Hallensteins Australia Pty Limited100%100%Retail of menswear in Australia

Glassons Limited100%100%Retail of womenswear in New Zealand

Glassons Australia Pty Limited100%100%Retail of womenswear in Australia

Hallenstein Properties Limited100%100%Property ownership in New Zealand

INVESTMENTS IN SUBSIDIARIES

PRINCIPAL SUBSIDIARIES

INTEREST HELD BY

PARENT AND GROUP

PRINCIPAL ACTIVITIES

26
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

1. BASIS OF PREPARATION (CONTINUED)

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of

investment property, land and buildings and certain financial assets and liabilities (including derivative instruments)

measured at fair value.

Climate related risks

Transactions and balances

As part of its risk management framework, the Group continues to monitor its exposure to risk, including climate

related risks and regulatory related reporting requirements. The Group has not identified any climate-related risks or

opportunities that have a material impact on the financial statements.

Critical accounting estimates, judgements and assumptions

The preparation of financial statements in conformity with NZ IFRS and IFRS Accounting Standards requires the use of

certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying

the Group’s accounting policies.

Property, plant and equipment/Right-of-use assets: The Group has assessed whether the carrying value of its

property, plant and equipment and right-of-use assets have suffered any impairment since they were acquired. The

recoverable amounts of cash generating units (at a store level) have been determined based on value-in-use calculations.

These calculations require the use of estimates and projections of future operating performance.

Inventory provision: The Group assessed the inventory provision using management judgement which considers a range

of factors including the review of historical data, the age of inventory and current selling price trends to determine the

appropriateness of the provision.

Revaluation of Land and Buildings: The fair value of the Group’s land and buildings is determined by the Board following

an independent valuation undertaken. Independent valuations are undertaken with sufficient regularity to ensure the

carrying value does not differ materially from the fair value at the end of the reporting period. The basis of the valuation

is assessed within a range indicated by two valuation approaches: discounted cash flow analysis and an income

capitalisation approach. The key assumptions are disclosed in note 4.2.

Revaluation of Investment Property: The fair value of the Group’s investment property is determined by the Board

following an independent valuation undertaken annually. The basis of the valuation is assessed within a range indicated

by two valuation approaches: discounted cash flow analysis and an income capitalisation approach. The key assumptions

are disclosed in note 4.3.

Foreign currency translation

Functional and presentation currency

Items included in the financial statements for each of the Group’s operations are measured using the currency of the

primary economic environment in which it operates (“the functional currency”). The financial statements are presented in

New Zealand dollars, which is the Group’s presentational currency.

Effective 2 August 2024, Glassons Australia and Hallensteins Australia, previously registered as branches in Australia,

became separate companies registered with the Australian Securities and Investments Commission (ASIC) under Part 5B.1

of the Corporations Act 2001 (Cth) (Australia). As a result, the Group has two operating subsidiaries in Australia.

As part of the domiciliation of these companies, the functional currency of the Australian branches/subsidiaries was

reassessed. Over time there has been a gradual change in operations in Australia which has culminated in converting the

branches to subsidiaries as noted above. Management has further determined that a change in functional currency from

New Zealand Dollars (NZD) to Australian Dollars (AUD) upon the restructuring of the Australian branches on the 2 August

2024 was appropriate.

The results and financial position of all the Group entities that have a functional currency different from the presentation

currency are translated into the presentation currency as follows:

• Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance

sheet;

• Income and expenses for each statement of comprehensive income are translated at average exchange rates; and

• All resulting exchange differences are recognised in other comprehensive income.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations, and other

currency instruments designated as hedges of such investments, are taken to other comprehensive income.

27
FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

2. PERFORMANCE

2.1 SEGMENT INFORMATION

Operating segments are reported in a manner consistent with the internal reporting provided to the Board of Directors.

The Board of Directors is the chief operating decision maker and is responsible for allocating resources and assessing

performance of the operating segments and they delegate that authority through the Executive team.

The Board of Directors considers the business from both a product and geographic perspective as follows:

• Hallensteins (Hallenstein Bros Limited (New Zealand) and Hallensteins Australia Pty Limited (Australia))

• Glassons New Zealand (Glassons Limited (New Zealand))

• Glassons Australia (Glassons Australia Pty Limited (Australia))

• Property (Hallenstein Properties Limited (New Zealand))

• Parent (Hallenstein Glasson Holdings Limited (New Zealand))

The reportable segments derive their revenues primarily from the retail sale of clothing. The revenues from external

parties reported to the Board of Directors are measured in a manner consistent with that in the consolidated statement of

comprehensive income. The Group does not derive a material amount of revenue from any single external customer.

28
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

$’000

GLASSONS

NEW ZEALAND

GLASSONS

AUSTRALIAHALLENSTEINSPROPERTYPARENTTOTAL GROUP

INCOME STATEMENT

Segment revenue123,487252,849108,632-1,142486,110

Intercompany segment revenue(11,575)(1,325)(1,328)-(1,142)(15,370)

Sales revenue from external customers111,912251,5241 07, 3 0 4--470,740

Cost of sales(48,679)(96,839)(45,958)--(191,476)

Finance income379946564-1462,035

Finance expense(1,360)(2,058)(1,242)-(29)(4,689)

Depreciation and amortisation(11,338)(19,127 )(9,527 )(525)(112)(40,629)

Profit/(loss) before income tax19,16234,2174,755324(80)58,378

Income tax expense(5,719)(11,742)(1,451)(23)18(18,917)

Net profit/(loss) after income tax13,44322,4753,304301(62)39,4 61

STATEMENT OF FINANCIAL POSITION

Current assets2 7,9 9 835,83421,0906,6593,83295,413

Non-current assets40,42746,94328,14420,289-135,803

Current liabilities18,32834,87615,49931634269,361

Non-current Liabilities15,77319,94 614,241--49,960

Purchase of property, plant and

equipment and intangible assets4,5097, 0 3 74,21470-15,830

$’000

GLASSONS

NEW ZEALAND

GLASSONS

AUSTRALIA

HALLENSTEINSPROPERTYPARENTTOTAL GROUP

INCOME STATEMENT

Segment revenue139,226326,304115,240-1,152581,922

Intercompany segment revenue(14,421)(1,933)(1,394)-(1,152)(18,900)

Sales revenue from external customers124,805324,371113,846--563,022

Cost of sales(51,406)(119,974)(44,033)--(215,413)

Finance income4561,145369-932,063

Finance expense(1,321)(2,741)(1,463)-(32)(5,557)

Depreciation and amortisation(10,962)(23,090)(9,979)(539)-(44,570)

Profit/(loss) before income tax29,10343,45710,9123608783,919

Income tax (expense)/benefit(8,203)(13,389)(3,077)(59)(28)(24,756)

Net profit/(loss) after income tax20,90030,0687, 8 3 53015959,163

STATEMENT OF FINANCIAL POSITION

Current assets40,60645,88124,6627, 3 2 63,624122,099

Non-current assets43,21791,00935,88220,45313190,574

Current liabilities21,21449,12918,1432228688,794

Non-current liabilities18,01845,69618,588--82,302

Purchase of property, plant and equipment

and intangible assets

2,87020,1366,31827-29,351

FOR THE YEAR ENDED 1 AUGUST 2025

FOR THE YEAR ENDED 1 AUGUST 2026

2.PERFORMANCE (CONTINUED)

SEGMENT RESULTS

29
FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services,

excluding Goods and Services Tax, net of rebates and discounts and after eliminating sales within the Group.

Revenue is recognised as follows:

Sales of goods - retail

Sales of goods are recognised when a Group entity has delivered a product to the customer. For in-store sales, control

passes to the customer at the point of sale. For online sales, the order and the delivery to the customer are considered

to comprise a single performance obligation, therefore control passes to the customer when the goods are delivered.

Retail sales are usually in cash, credit card, debit card or by various pay later services. The recorded revenue is the

gross amount of sale (excluding GST), including credit card fees and service fees payable for the transaction. Such fees

are included in selling expenses.

The Group offers customers the option of purchasing gift cards. This is considered deferred revenue until such time

where the customer redeems the gift card on future purchases. A contract liability for the purchase of a gift card

is recognised at the time of the sale. Revenue is recognised when the gift card is redeemed, or, for the portion

not expected to be redeemed (breakage), in line with expected redemption patterns, with any remaining balance

recognised when they expire. As at 1 August 2026, the gift card liability balance recognised under “Other payables”

was $2.88M (2025: $2.47M, 2024: $2.22M).

Interest income

Interest income is recognised using the effective interest method.

Rental income

Rental income from operating leases (net of any incentives) is recognised on a straight-line basis over the lease term.

Profit before income tax includes the following specific income and expenses:

$’00020262025

Other operating income

Rental income223231

Insurance proceeds382244

Expenses

Occupancy costs

1

15,2509,514

Auditor’s Remuneration - PwC New Zealand

Audit of Financial Statements345337

Directors’ fees836718

Wages, salaries and other short term benefits101,0198 7,12 8

Depreciation of property, plant and equipment14,82711,504

Depreciation of right-of-use assets28,96628,526

Amortisation of software777599

Total depreciation and amortisation44,57040,629

Net fair value loss on investment property6060

Interest on leases

5,5304,689

Gain on termination of lease(64)-

Loss/(gain) on disposal of property, plant and equipment3342

1

Occupancy costs include rental expense on short term leases and turnover rent expenses.

2.PERFORMANCE (CONTINUED)

2.2 INCOME AND EXPENSES

30
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

2.3 DIVIDENDS

2.4 EARNINGS PER SHARE

Provision is made for the amount of any dividend declared on or before the balance date but not distributed at

balance date.

Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the Company by

the weighted average number of ordinary shares outstanding during the period, adjusted for bonus elements in ordinary

shares issued during the period.

Dividends paid were partially imputed. Supplementary dividends of $218,716 (2025: $244,972) were paid to shareholders

not resident in New Zealand for tax purposes for which the Group received a foreign investor tax credit.

Basic

Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average number of ordinary

shares outstanding during the year.

Diluted

Diluted earnings per share is calculated by adjusting profit after tax and the weighted average number of ordinary shares

outstanding to assume conversion of all dilutive potential ordinary shares. The Group has awarded performance rights under

a Long-Term Incentive Plan (LTIP) during the financial year. These are considered potential ordinary shares and included in the

calculation of diluted earnings per share. The impact of these potential shares is to increase the weighted average number of

shares outstanding by 28,374 in 2026 (2025: 36,873).

Dividends2026202520262025

Cents per shareCents per share

$’000$’000

Final dividend for the year ended 1 August 2025

30.5018,193

Interim dividend for the year ended 1 August 2026

29.0017, 2 9 8

Final dividend for the year ended 1 August 202426.50

15,806

Interim dividend for the year ended 1 August 202524.50

14,614

Total59.5051.0035,49130,420

Earnings per share

$’00020262025

Profit after tax59,16339,4 61

Weighted average number of ordinary shares outstanding59,6 4959,6 49

Basic earnings per share (cents per share)99.266.2

Effect of LTIP share scheme diluted weighted average number of shares2837

Diluted earnings per share (cents per share)99.166.1

2. PERFORMANCE (CONTINUED)

31
FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

3. WORKING CAPITAL

3.1 CASH AND CASH EQUIVALENTS

Cash and cash equivalents

Cash and cash equivalents include cash at bank, cash on hand, EFTPOS (electronic funds transfer point of sale)

transactions which have not been cleared by the bank at balance date, deposits held at call with financial institutions,

other short-term highly liquid investments with original maturities of three months or less that are readily convertible to

known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts.

Short-term deposits

Short-term deposits represent cash held on deposit for a term of greater than three months and less than 12 months.

Consolidated statement of cash flows

The following are the definitions of the terms used in the consolidated statement of cash flows:

(I.) Cash comprises cash and cash equivalents.

(II.) Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and equipment,

investments and employee advances.

(III.) Financing activities are those activities which result in changes in the size and composition of the capital structure of the

Group. This includes lease payments, equity and debt not falling within the definition of cash. Dividends paid are included

in financing activities.

(IV.) Operating activities include all transactions and other events that are not investing or financing activities.

The carrying amount of cash and cash equivalents equals the fair value.

Cash and cash equivalents

$’000

20262025

Cash at bank67, 3 5 356,641

Deposits with bank10,7351,604

Cash on hand11788

Total cash and cash equivalents78,20558,333

Term deposits

$’000

20262025

Short-term deposits 10,000-

32
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

3.2 INVENTORIES

Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average

method and includes expenditure incurred in acquiring the inventories and bringing them to their existing location

and condition. Cost of sales comprises the purchase price of goods, import duties and inbound freight to the

Group’s distribution centre. Costs of operating the Group’s distribution network including distribution centre costs

are recognised in distribution expenses as incurred. Net realisable value is the estimated selling price in the ordinary

course of business, less applicable variable selling expenses, excluding borrowing costs. The Group assesses the likely

net residual value of inventory. A provision is recognised for inventory which is older than two years and for inventory

which is expected to sell for less than cost. Management will also use their judgement to assess whether any further

provisions are required based on style performance, current trends and specific product information from buyers.

Inventory provisions are provided at year end for stock obsolescence within cost of sales in the Consolidated Statement of

Comprehensive Income. The cost of inventories recognised as an expense and included in cost of sales amounted to $214,264,774

(2025: $189,677,388).

Inventories

$’000

20262025

Finished goods31,69331,479

Inventory provision

(1,249)(205)

Net inventories30,44431,274

3. WORKING CAPITAL (CONTINUED)

33
FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4. NON-CURRENT ASSETS

4.1 LEASES

Right-of-use assets and lease liabilities arising from a lease are initially measured on a present value basis. Lease

liabilities include the net present value of the remaining lease payments.

Right-of-use assets are initially recognised on commencement of lease at cost, comprising the initial amount of the lease

liabilities less any lease incentives received. Right-of-use assets are subsequently depreciated using the straight-line

method from the commencement date to the end of the lease term.

The Group leases retail stores under non-cancellable operating leases expiring within one to six years. There is a small

portion of lease contracts which contain renewal rights. In considering the lease term for these contracts, the Group

has determined that rights of renewals are not reasonably certain to be exercised due to the nature and location of

the stores and the changing retail environment. It is the Group’s strategy to renegotiate the terms of all leases at their

expiry instead of exercising renewal rights. This agile strategy is enabled by having stores relatively small in size and not

highly customised, and therefore relatively straight forward to move locations. In addition, with the current retail market

uncertainty the Group needs to maintain a degree of flexibility.

Both right-of-use assets and lease liabilities are discounted applying the interest rate implicit in the lease. If that rate

cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay

to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and

conditions.

Short term leases where the Group is the lessee

The Group applies the short-term lease recognition exemption to leases with a term of 12 months or less from the

commencement date. For these leases, the Group recognises the lease payments (net of any incentives received from the

lessor) within the profit or loss in the Consolidated Statement of Comprehensive Income on a straight-line basis over the

period of the lease.

The Group is the lessor

Assets leased to third parties under operating leases are included in Investment Property in the Consolidated Statement

of Financial Position. Rental income (net of any incentives given to lessees) is recognised on a straight line basis over the

lease term. Lease receivables are disclosed under Note 4.3.

The following tables show the movements and analysis in relation to the right-of-use assets and lease liabilities.

Right-of-use assets

$’000

20262025

Opening net book value63,78567, 0 2 9

Depreciation(28,966)(28,526)

Modifications and additions60,63825,267

Lease terminations(808)-

FX impact3,40115

Carrying amount98,05063,785

Lease liabilities

$’000

20262025

Opening lease liabilities76,64079,18 4

Lease modifications and additions61,6212 7, 61 9

Interest for the period5,5304,689

Lease payments made(36,149)(34,830)

Lease terminations(872)-

FX impact3,843(22)

Closing lease liabilities110,61376,640

34
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

Lease commitments

The Group currently has no non-cancellable short-term operating lease agreements as at 1 August 2026 (2025: $Nil).

Lease liabilities maturity analysis for the year ended 1 August 2026

$’000

MINIMUM LEASE

PAYMENTSINTERESTPRESENT VALUE

Due within one year35,100(5,844)29,256

One to two years28,294(4,247)24,047

Two to five years52,493(5,458)47,0 3 5

Later than five years10,861(586)10,275

Total126,748(16,135)110,613

Current29,256

Non-current81,357

Total110,613

Lease liabilities maturity analysis for the year ended 1 August 2025

$’000

MINIMUM LEASE

PAYMENTSINTERESTPRESENT VALUE

Due within one year30,427(3,747 )26,680

One to two years22,309(2,446)19,863

Two to five years30,014(2,368)2 7, 6 4 6

Later than five years2,737(286)2,451

Total85,487(8,847)76,640

Current26,680

Non-current49,960

Total76,640

Lease related expenses included in the consolidated statement of comprehensive income:

$’00020262025

Depreciation28,96628,526

Rent on short-term leases and turnover rent expenses15,2509,514

Gain on lease termination(64)-

Interest on leases5,5304,689

Total49,68242,729

Lease payments included in the consolidated statement of cash flows:

$’00020262025

Interest paid on leases (operating activities)5,5304,689

Payments for lease liabilities principal (financing activities)30,61930,141

Total cash outflows from leases36,14934,830

4. NON-CURRENT ASSETS (CONTINUED)

35
FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

4.2 PROPERTY, PLANT AND EQUIPMENT

Recognition and measurement

Land and buildings were valued on 1 August 2026 by CBRE Limited, FordBaker Valuation Limited and CVAS (NZ) Limited

(collectively “the valuers”), who are independent registered valuers and associates of The New Zealand Institute of

Valuers. The valuers have recent experience in the location and category of the item being valued. The fair values of

the assets represent the estimated price for which a property could be sold on the date of valuation in an orderly

transaction between market participants.

The adopted valuations have been assessed within a range indicated by two valuation approaches: Income

capitalisation approach and discounted cash flow analysis.

The following table summarises the valuation approach and key assumptions used by the valuers to arrive at fair value.

Valuation approachDescription of the valuation approach

Income capitalisation

approach

A valuation methodology which determines fair value by capitalising a property’s

sustainable net income at an appropriate, market derived capitalisation rate

(yield). Unobservable inputs within the income capitalisation approach include:

a) Net Market Rent which is the annual amount for which a tenancy within a

property is expected to achieve under a new arm’s length leasing transaction

after deducting a fair share of property operating expenses.

b) Capitalisation Rate (yield) which is the rate of return, determined through

analysis of comparable, market related sales transactions which is applied to a

property’s sustainable net income to derive value.

Discounted cash flow analysis

With the discounted cash flow analysis, a cash flow budget is established for the

property over a ten-year time horizon. Within the cash flow an allowance is made

for rental growth as well as deducting costs associated with property ownership.

A terminal value is also estimated and the cash flows are discounted at a market

rate to arrive at a net present value.

Unobservable inputs within the discounted cash flow analysis include:

a) The discount rate which is the rate determined through analysis of

comparable market related sales transactions which is applied to a property’s

future net cash flows to convert those cash flows into a present value.

b) The terminal capitalisation rate which is the rate which is applied to a

property’s sustainable net income at the end of an assumed holding period to

derive an estimated market value.

c) Rental growth rate which is the annual growth rate applied to market rent

over an assumed holding period.

d) Expenses growth rate which is the annual growth rate applied to property

operating expenses over an assumed holding period.

Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there were no

transfers between levels of the fair value hierarchy. Both the income capitalisation approach and discounted cash flow

analysis contained unobservable inputs in determining fair value.

These are summarised in the table below:

Class of property

Inputs used to measure

fair value2026Sensitivity

Land and Buildings

- Warehouse

Net Market Rent$130 - $190The higher the market rent and growth rate,

the higher the fair value.

Rental growth rate2.80% - 3.00%

Capitalisation rate (yield)5.64% - 5.70%

Discount Rate7. 5 0 % - 7. 7 5 %The higher the capitalisation rates and

discount rate, the lower the fair value.

Terminal Capitalisation Rate5.88% - 6.75%

Expenses growth0.00% - 1.96%The higher the expenses, the lower the fair

value.

4. NON-CURRENT ASSETS (CONTINUED)

RANGE OF SIGNIFICANT UNOBSERVABLE INPUTS

36
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only

when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the

item can be measured reliably.

Increases in the carrying amount arising on revaluation of land and buildings are credited to other comprehensive

income and shown as an asset revaluation reserve in equity. Decreases that offset previous increases of the same asset

are charged in other comprehensive income and debited against the asset revaluation reserve directly in equity; all

other decreases are charged to the profit or loss in the consolidated statement of comprehensive income.

All other property, plant and equipment is stated at historical cost less accumulated depreciation and impairment.

Historical cost includes expenditure that is directly attributable to the acquisition of the items. This cost includes labour

attributable to bringing the assets to the location and working condition for its intended use.

Depreciation

Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their cost,

net of their residual values, over their estimated useful lives, as follows:

Buildings

67 years

Plant & equipment 2 - 5 years

Furniture & fittings

5 - 10 years

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate at each balance date.

Impairment

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is

greater than its estimated recoverable amount. Assets that are subject to depreciation are reviewed for impairment

whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, for example

a planned store closure, withdrawal from a business segment, or assessment of loss-making stores. Assets are

grouped at the lowest levels for which there are separately identifiable cash flows; a store’s assets is the relevant

cash generating unit. If, in a subsequent period, the amount of the impairment loss decreases and it can be related

objectively to an event occurring after the impairment was recognised, the reversal of the previously recognised

impairment loss is recognised in the consolidated statement of comprehensive income.

The value-in-use calculation evaluates recoverability based on the stores’ forecasted discounted cash flows, which

incorporate estimated sales, margin & expense growth based upon current plans for the store. Key assumptions in the

determination of recoverable amount are:

• the estimate of future cash flows of the store incorporating reasonable sales growth and margin improvement; and

• the discount rate incorporating the rates of return based on the risk and uncertainty inherent in the forecast cash

flows.

The Group has performed an assessment to determine whether there is any sensitivity to changes in key assumptions.

As a result of the sensitivity analysis and impairment testing performed, it was determined that no material risks of

impairment existed as at 1 August 2026 (2025: $Nil).

Disposal

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are included in

the Consolidated Statement of Comprehensive Income.

4. NON-CURRENT ASSETS (CONTINUED)

37
FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


$’000

LAND

AT FAIR VALUE

BUILDINGS

AT FAIR VALUE

FIXTURES &

FITTINGS

PLANT &

EQUIPMENTTOTAL

Opening NBV11,23518,06324,3878,47062,155

Additions

- - 15,01912,8432 7, 8 62

Disposals

- - (250)(210)(460)

Depreciation

- (627)(9,393)(4,807)(14,827)

Revaluations

1,245 1,630 - - 2,875

FX Impact

- - 1,329 648 1,977

Closing NBV12,48019,06631,09216,94479,582

Cost/Valuation12,48019,08195,25747, 0 4 8173,866

Accumulated depreciation

- (15)(64,165)(30,104)(94,284)

Closing NBV12,48019,06631,09216,94479,582


$’000

LAND

AT FAIR VALUE

BUILDINGS

AT FAIR VALUE

FIXTURES &

FITTINGS

PLANT &

EQUIPMENTTOTAL

Opening NBV 11,235 18,636 22,353 6,555 58,779

Additions

- 70 9,735 5,108 14,913

Disposals

- - (65)(60)(125)

Depreciation

- (615)( 7, 7 2 5 )(3,164)(11,504)

Revaluations

- (28) - - (28)

FX Impact

- - 89 31 120

Closing NBV 11,235 18,063 24,387 8,470 62,155

Cost/Valuation 11,235 18,616 82,769 33,922 146,542

Accumulated depreciation

- (553)(58,382)(25,452)(84,387)

Closing NBV 11,235 18,063 24,387 8,470 62,155

YEAR ENDED 1 AUGUST 2026

YEAR ENDED 1 AUGUST 2025

If land and buildings were stated on a historical cost basis, the amounts would be as follows:

$’00020262025

Land4,2704,270

Buildings12,86212,862

Cost17,13 217,13 2

Accumulated depreciation(3,507)(3,250)

Net book value13,62513,882

4. NON-CURRENT ASSETS (CONTINUED)

38
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

Recognition and measurement

Investment property consists of a portion of land and buildings for the purpose of retail. Land and buildings were

valued on 1 August 2026 by CBRE Limited (“the valuer”) who is an independent registered valuer and associate of The

New Zealand Institute of Valuers. The valuer has recent experience in the location and category of the item being

valued. The fair value of the assets represents the estimated price for which a property could be sold on the date of

valuation in an orderly transaction between market participants.

The adopted valuation has been assessed within a range indicated by two valuation approaches: Income capitalisation

approach and discounted cash flow analysis.

The following table summarises the valuation approach and key assumptions used by the valuer to arrive at fair value:

Valuation approachDescription of the valuation approach

Income capitalisation approach

A valuation methodology which determines fair value by capitalising a

property’s sustainable net income at an appropriate, market derived

capitalisation rate (yield). Unobservable inputs within the income capitalisation

approach include:

a) Net Market Rent which is the annual amount for which a tenancy within a

property is expected to achieve under a new arm’s length leasing transaction

after deducting a fair share of property operating expenses.

b) Capitalisation Rate (yield) which is the rate of return, determined through

analysis of comparable, market related sales transactions which is applied to

a property’s sustainable net income to derive value.

Discounted cash flow analysis

With the discounted cash flow analysis, a cash flow budget is established for

the property over a ten-year time horizon. Within the cash flow an allowance

is made for rental growth as well as deducting costs associated with property

ownership. A terminal value is also estimated and the cash flows are discount-

ed at a market rate to arrive at a net present value.

Unobservable inputs within the discounted cash flow analysis include:

a) The discount rate which is the rate determined through analysis of

comparable market related sales transactions which is applied to a property’s

future net cash flows to convert those cash flows into a present value.

b) The terminal capitalisation rate which is the rate which is applied to a

property’s sustainable net income at the end of an assumed holding period to

derive an estimated market value.

c) Rental growth rate which is the annual growth rate applied to market rent

over an assumed holding period.

d) Expenses growth rate which is the annual growth rate applied to property

operating expenses over an assumed holding period.

The loss of $60,000 on the fair value revaluation of Investment Property was recognised as an operating expense in the

Consolidated Statement of Comprehensive Income (2025: $60,000). Subsequent revaluation surpluses or losses will be

recognised through the Consolidated Statement of Comprehensive Income.

Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there were no

transfers between levels of the fair value hierarchy.

4.3 INVESTMENT PROPERTY

4. NON-CURRENT ASSETS (CONTINUED)

39
FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Class of property

Inputs used to measure

fair value

2026

2025

Sensitivity

Land and

Buildings – Retail

and Investment

Property

Net Market Rent

$327 per m

2

$327 per m

2

The higher the market rent and

growth rate, the higher the fair value

Rental growth rate

1.86% - 2.00%

1.50% - 2.00%

Capitalisation rate (yield)

7. 2 8 %

6.97%

Discount Rate

7.20%

7.9 2 %

The higher the capitalisation rates

and discount rate, the lower the fair

value.

Terminal Capitalisation

Rate

7.35%

6.72%

Expenses growth

1.86% - 2.00%

1.80% - 2.00%

The higher the expenses, the lower

the fair value.

Both the income capitalisation approach and discounted cash flow analysis contained unobservable inputs in

determining fair value. These are summarised in the table below:

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only

when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the

item can be measured reliably.

Lease receivables:

The Group owns rental property that it leases under non-cancellable operating lease agreements to external parties. Leases

reflect normal commercial arrangements with varying terms and renewal rights.

The future minimum rental payments receivable under these leases is as follows:

Investment Property

RANGE OF SIGNIFICANT UNOBSERVABLE INPUTS

$’00020262025

Opening Balance3,0203,080

Net loss from fair value revaluation(60)(60)

Closing Balance2,9603,020

$’00020262025

Due within one year176150

One to two years176150

Two to five years239374

Total lease receivables591674

4. NON-CURRENT ASSETS (CONTINUED)

40
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

Contributed Equity2026202520262025

SHARESSHARES$’000$’000

Representing:

Share Capital59,6 49,06159,6 49,06129,27929,279

5. EQUITY

5.1 SHARE CAPITAL

5.2 EXECUTIVE SHARE SCHEME

Ordinary shares are classified as capital, net of treasury stock.

Incremental costs directly attributable to the issuance of new shares or options are shown in equity as a deduction, net

of tax, from the proceeds.

Reserves

The asset revaluation reserve records revaluations of land and buildings classified as property, plant and equipment,

net of tax. The cash flow hedge reserve records the fair value of derivative financial instruments, net of tax that

meet the hedge accounting criteria. The Share Option reserve is used to record the accumulated value of unvested

share rights arising from the executive share scheme which have been recognised in the consolidated statement of

changes in equity. The Foreign currency translation reserve is used to record foreign currency translation differences

arising on the translation of the Group entities results and financial position. The amounts are accumulated in other

comprehensive income until disposal of the foreign operation.

Long-Term Incentive Plan (LTIP)

The Group’s Long-Term Incentive Plan provides for both cash-settled phantom shares and equity-settled awards:

Phantom shares are cash-settled, with entitlements determined by the Company’s share price at vesting, based on the

volume weighted average price over a chosen period.

Equity-settled awards are measured at grant-date fair value and recognised as an expense on a straight-line basis

over the vesting period. The awards are satisfied through a capital issue of new shares after a three-year vesting

period, subject to performance and service conditions. The issue of new shares results in potential dilution for existing

shareholders.

The LTIP is accounted for in accordance with NZ IFRS 2 Share-based Payment.

Cash-settled awards are recognised as a liability and remeasured to fair value at each reporting date, with changes

recognised in the profit or loss in the Consolidated Statement of Comprehensive Income. Equity-settled awards are

measured at grant date fair value and expensed over the vesting period, with a corresponding credit to the Share

Option Reserve.

All shares are fully paid and rank equally.

41
FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In accordance with NZ IFRS 2 Share-based Payment, the below amount represents the fair value of equity instruments granted,

measured at the grant date. The total long-term performance rights of $297,497 have been determined based on 37,421 shares

granted at a grant date fair value of $7.95 per share. The grant date fair value was determined by reference to the Company’s

share price at the grant date, adjusted for the present value of expected dividends that participants are not entitled to receive

during the vesting period. Performance and service conditions are not reflected in the grant-date fair value and are instead

reflected in the number of awards expected to vest.

For the year ended 1 August 2026, the Group recognised costs in relation to the Long-Term Incentive Plan (LTIP) in accordance

with NZ IFRS 2 Share-based Payment.

An amount of $185,000 has been recognised as a provision for incentive with a corresponding charge to employee benefits in

respect of cash-settled awards. The carrying amount of the liability recognised in respect of cash-settled awards at 1 August

2026 was $222,000. No cash-settled awards had vested at year end.

In addition, $99,000 has been recognised as a credit to the Share Option Reserve in respect of equity-settled awards, with a

corresponding charge to employee benefits. This reflects the expected settlement of awards through the issue of new shares,

subject to vesting conditions.

An amount of $37,000 has been recognised as a debit to the Share Option Reserve, with a corresponding transfer to Retained

Earnings. This reflects awards which have lapsed in the current financial year.

Long-Term Performance Rights

GRANT DATE

OPENING BALANCE

($)

GRANTED DURING

THE YEAR ($)

VESTED DURING THE

YEAR ($)

LAPSED DURING THE

YEAR ($)

CLOSING BALANCE

($)

2/08/2024222,344--(222,344)-

29/10/2025-297,497--297,497

6. TA X ATION

6.1 INCOME TAX EXPENSE

The income tax expense or revenue for the period is the tax payable or receivable on the current period’s taxable income

based on the notional income tax rate for each jurisdiction, adjusted by changes in deferred tax assets and liabilities

attributable to temporary differences between the tax bases of assets and liabilities and their carrying amounts in the

financial statements and unused tax losses.

Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to apply when the

assets are recovered or liabilities are settled, based on those tax rates which are enacted or substantively enacted for

each jurisdiction. The relevant tax rates are applied to the cumulative amounts of deductible and taxable temporary

differences to measure the deferred tax asset or liability. An exception is made for certain temporary differences arising

from the initial recognition of an asset or a liability. No deferred tax asset or liability is recognised in relation to these

temporary differences if they arose in a transaction, other than a business combination, that at the time of the transaction

did not affect either accounting profit or taxable profit or loss.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that

future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax

bases of investments in operations where the company is able to control the timing of the reversal of the temporary

differences and it is probable that the differences will not reverse in the foreseeable future.

Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised directly

in equity.

5. EQUITY (CONTINUED)

Goods and Services Tax (GST)

The Consolidated Statement of Comprehensive Income and the Consolidated Statement of Cash Flows have been

prepared so that all components are stated exclusive of GST. All items in the Consolidated Statement of Financial Position

are stated net of GST, with the exception of receivables and payables, which include GST invoiced.

42
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

Income Tax Expense

The effective tax rate for the year was 29.5% (2025: 32.4%).

The tax (charge)/credit relating to components of other comprehensive income are as follows:

$’000

20262025

The tax expense comprises:

Current tax expense 26,23416,920

Prior period adjustment858(67)

Deferred tax expense (note 6.2)

- Future tax expense current year(1,369)128

- Prior period adjustment

(967)1,936

Total income tax expense24,75618,917

Reconciliation of income tax expense to tax rate applicable to profits

Profit before income tax expense83,91958,378

Tax at 28% (2025: 28%)23,49716,346

Tax effect of:

- Expenses not deductible for tax137247

- Adjustment due to different rate in different jurisdictions1,231614

- Utilisation of tax losses by group companies-(159)

- Prior period adjustment(109)1,869

Total income tax expense24,75618,917

$’00020262025

BEFORE TAXTAX EFFECTAFTER TA XBEFORE TAXTAX EFFECTAFTER TA X

Fair value (loss)/gains (net of tax) on revaluation

of land and buildings

2,875(456)2,419(28)8(20)

Fair value (loss)/gain (net of tax) in cash flow

hedge reserve

(655)193(462)(892)257(635)

6. TAXATION (CONTINUED)

43
FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

$’000

20262025

Amounts recognised in profit or loss

Depreciation623349

Provisions and accruals4,8003,376

Right-of-use assets(29,292)(20,179)

Lease liabilities32,26922,139

8,4005,685

Amounts recognised directly in equity

Asset revaluation reserve(456)8

Cash flow hedges69(123)

Total amount recognised8,0135,570

Movements

Balance at beginning of year5,5707, 3 2 3

Credited/(Charged) to the Income Statement1,369(128)

Prior period adjustment967(1,936)

Charged to equity(263)265

FX impact37046

Balance at end of the year8,0135,570

$’000

20262025

Imputation credits available for subsequent reporting periods 8,5213,592

The above amounts represent the balance of the imputation account as at the end of the reporting period, adjusted for:

• Imputation credits that will arise from the payment of the provision for income tax;

• Imputation debits that will arise from the payment of dividends recognised as liabilities at the reporting date; and

• Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.

6. TA X ATION (CONTINUED)

6.2 DEFERRED TAX

6.3 IMPUTATION CREDITS

44
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

Wages and salaries, annual leave and sick leave

Liabilities for wages and salaries, including non monetary benefits, annual leave and accumulating sick leave expected to

be settled within 12 months of the reporting date are recognised in employee benefits in respect of employees’ services up

to the reporting date and are measured at the amounts expected to be paid when the liabilities are settled. Liabilities for

non accumulating sick leave are recognised when the leave is taken and measured at the rates paid or payable.

7. OT H E R

7.1 EMPLOYEE BENEFITS

7.2 CONTINGENCIES

7.3 CAPITAL EXPENDITURE COMMITMENTS

Employee benefits

$’000

20262025

Holiday pay accrual and other benefits12,7499,87 7

Employee benefits

$’000

20262025

Bank guarantee provided to the New Zealand Stock Exchange (NZX)7575

$’000

20262025

Commitments in relation to store and distribution centre fitouts1,3491,863

Contingent liabilities under contracts, guarantees and other agreements arising in the ordinary course of business on which no

loss is anticipated are as follows:

Letters of Credit

Bank letters of credit issued to secure future purchasing requirements are matched to a contingent asset of the same value

representing inventories purchased.

45
FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

During the year, the Company recorded loan advances, loan repayments and management fees with its subsidiaries through

internal current accounts. In presenting the financial statements of the Group, the effect of transactions and balances between

fellow subsidiaries and those with the Parent have been eliminated.

During the financial year, consulting fees of $19,000 (2025: $14,000) were paid to Karen Bycroft. There was no balance

outstanding as at 1 August 2026 (2025: $Nil).

During the financial year, consulting fees of $150,000 (2025: $Nil) were paid to Graeme Popplewell. There was no balance

outstanding as at 1 August 2026 (2025: $Nil).

Total remuneration of $1,014,482 was paid by the Company to close family members of the Board of Directors for individuals that

were either employed or engaged as consultants by the Company in the year ended 1 August 2026 (2025: $988,000). In addition,

total dividends of $113,443 were paid by the Company to close family members of the Board of Directors in their capacity as

shareholders in the year ended 1 August 2026 (2025: $Nil).

The Company operates a long-term incentive scheme for certain senior executives as outlined in Note 5.2.

The Group undertook transactions with the related interests of the majority shareholder as detailed below:

The following Directors received Directors’ fees and dividends in relation to shares held personally as follows:

Key management compensation was as follows:

$’00020262025

T C Glasson

Rent payments on retail premises1,5251,478

Balance as at year end - lease liabilities3,8424,955

DIRECTORS’ FEESDIVIDENDS

$’0002026202520262025

Ms J Appleyard8986--

Mr W J Bell150145--

Ms K Bycroft108102--

Mr M Ford 11011265

Mr J C Glasson--392224

Mr T C Glasson89865,0154,789

Mr G Popplewell1041019585

Ms S Vincent89862824

Mr P Steenson97---

8367185,5365,127

$’00020262025

Short term employee benefits4,3643,667

Post employment benefits165112

Termination benefits553-

Share scheme benefit28474

7. OTHER (CONTINUED)

7.4 RELATED PARTY TRANSACTIONS

46
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

Fair value estimation

Fair value estimates are classified in a hierarchy based on the inputs to valuation techniques used to measure fair

value. The different levels have been defined as follows:

• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

(that is, as prices) or indirectly (that is, derived from prices) (Level 2).

• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)

(Level 3).

The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as of the date of the event or

change in circumstances that caused the transfer.

The Group has financial instruments that are classified as Level 2 within the fair value hierarchy. The fair value of

financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined

by using valuation techniques. These valuation techniques maximise the use of observable market data where it

is available and rely as little as possible on entity specific estimates. If all material inputs required to fair value an

instrument are observable, the instrument is included within Level 2. Under Level 2 the Group holds forward foreign

exchange contracts. The fair value of these forward foreign exchange contracts is determined using forward exchange

rates at the balance sheet date, with the resulting value discounted back to present value. Refer to note 7.5.4.

The Group’s land and buildings within property, plant and equipment and investment property are classified as Level 3

in the fair value hierarchy as one or more of the material inputs into the valuation are not based on observable market

data. Refer to notes 4.2 and 4.3 for more information.

Derivatives

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently

re-measured to their fair value. The method of recognising the resulting gain or loss depends on whether the derivative

is designated as a hedging instrument, and if so, the nature of the item being hedged. The company designates certain

derivatives as either; (1) hedges of the fair value of recognised assets or liabilities or a firm commitment (fair value

hedge); or (2) hedges of highly probable forecast transactions (cash flow hedges).

The Group documents at the inception of the transaction the relationship between hedging instruments and hedged

items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group

also documents its assessment, both at hedge inception and on an ongoing basis, whether the derivatives that are

used in hedging transactions have been and will continue to be highly effective in offsetting changes in fair values or

cash flows of hedged items.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is

recognised in equity in the cash flow hedge reserve. The gain or loss relating to the ineffective portion is recognised

immediately in the profit or loss in the Consolidated Statement of Comprehensive Income.

Amounts accumulated in equity are recycled in the Consolidated Statement of Comprehensive Income in the periods

when the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes place).

However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example,

inventory) or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and

included in the measurement of the initial cost or carrying amount of the asset or liability.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge

accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when

the forecast transaction is ultimately recognised in the Consolidated Statement of Comprehensive Income. When

a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is

immediately transferred to the profit or loss in the Consolidated Statement of Comprehensive Income.

Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of these derivative

instruments are recognised immediately in the profit or loss in the Consolidated Statement of Comprehensive Income.

7. OTHER (CONTINUED)

7.5 FINANCIAL RISK MANAGEMENT

47
FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

7.5.2 LIQUIDITY RISK

The Group’s activities expose it to various financial risks including, liquidity risk, credit risk, and market risk (including currency

risk and cash flow interest rate risk). The Group’s risk management strategy is to minimise adverse effects on the Consolidated

Statement of Comprehensive Income. Derivative financial instruments are used to hedge currency risk.

Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due. The Group’s approach to

managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under

both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.

The Group manages liquidity risk by maintaining adequate reserves, and by regularly monitoring cash flow. At balance date, the

Group had $88.205 million (2025: $58.333 million) in cash reserves and accordingly, management consider liquidity risk to be

relatively low.

The table below analyses the Group’s financial liabilities and gross-settled derivatives into relevant maturity groupings based

on the remaining period from the Consolidated Statement of Financial Position to the contractual maturity date. The cash flow

hedge “outflow” amounts disclosed in the table are the contractual undiscounted cash flows liable for payment by the Group in

relation to all forward foreign exchange contracts in place at balance date. The cash flow hedge “inflow” amounts represent the

corresponding inflow of foreign currency back to the Group as a result of the gross settlement on those contracts, converted

using the spot rate at balance date. The carrying value shown is the net amount of derivative financial liabilities and assets

as shown in the Consolidated Statement of Financial Position. Trade payables are shown at carrying value in the table. No

discounting has been applied as the impact of discounting is not material.

AS AT 1 AUGUST 2026

$’000

LESS THAN 3

MONTHS

3-12

MONTHS

TOTALCARRYING VALUE

Trade and other payables

38,175-38,17538,175

38,175-38,17538,175

Forward foreign exchange contracts

Cash flow hedges:

— Outflow(41,777)(32,807)(74,584)(74,584)

— Inflow41,76032,66474,42474,353

Net(17)(143)(160)(231)

AS AT 1 AUGUST 2025

$’000

LESS THAN 3

MONTHS

3-12

MONTHS

TOTALCARRYING VALUE

Trade and other payables

29,789-29,78929,789

29,789-29,78929,789

Forward foreign exchange contracts

Cash flow hedges:

— Outflow(34,983)(49,675)(84,658)(84,658)

— Inflow35,19850,16285,36085,081

Net215487702423

7. OTHER (CONTINUED)

7.5.1 FINANCIAL RISK FACTORS

48
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

7.5.4 MARKET RISK

Credit risk is the risk of the failure of a debtor or counterparty to honour its contractual obligations resulting in financial loss

to the Group. The Group incurs credit risk from trade receivables and transactions with financial institutions. The Group places

its cash, short-term investments, and derivative financial instruments with high credit quality financial institutions. Retail sales

are predominantly settled in cash or by using major credit cards. 0.1% (2025: 0.1%) of sales give rise to trade receivables. This

maximum exposure to credit risk is the carrying amount of trade receivables.

Concentration of credit risk with respect to debtors is limited due to the large number of customers included in the Group’s

customer base.

The Group does not require collateral or other security to support financial instruments with credit risk.

Foreign exchange risk

The Group is exposed to foreign exchange risk arising from currency exposure predominantly with the US dollar with the purchase

of inventory from overseas suppliers.

The Board has established a Treasury Risk Policy to manage the foreign exchange risk. The policy is reviewed on a regular basis,

and management report monthly to the Board to confirm policy is adhered to. All committed foreign currency requirements are

fully hedged, and approximately 50% (2025: 50%) of anticipated foreign currency requirements are hedged on a rolling twelve

month basis.

The Group uses forward exchange contracts with major retail banks only to hedge its foreign exchange risk arising from future

purchases.

Forward exchange contracts – cash flow hedges

These contracts are used for hedging committed or highly probable forecast purchases of inventory. The contracts are timed to

mature during the month the inventory is shipped and the liability settled. The cash flows are expected to occur at various dates

within one year from balance date.

When forward exchange contracts have been designated and tested as an effective hedge the portion of the gain or loss on

the hedging instrument that is determined to be an effective hedge is recognised directly in equity. These gains or losses will be

released in the profit or loss in the Consolidated Statement of Comprehensive Income at various dates over the following year as

the hedged risk crystallises.

At balance date the Group had entered into forward exchange contracts to sell the equivalent of NZ$74.584 million (2025:

NZ$84.658 million), primarily in USD and AUD. At balance date these contracts are represented by net liability of $0.231 million

(2025: assets of $0.423 million). When foreign exchange contracts are not designated and tested as an effective hedge, the

gain or loss on the foreign exchange contract is recognised in the profit or loss in the Consolidated Statement of Comprehensive

Income.

At balance date there are no such contracts in place (2025: Nil).

Interest rate risk

The Group has no interest-bearing borrowings. Exposure to interest rate risk arises only from the impact on income from

operating cash flows as a result of interest-bearing assets, such as cash deposits.

Sensitivity analysis

Based on historical movements and volatilities and management’s knowledge and experience, management believes that the

following movements are ‘reasonably possible’ over a 12-month period:

• Proportional foreign exchange movement of -10% (depreciation of NZD) and +10% (appreciation of NZD) against the USD,

from the year end rate of $0.5868 (2025: $0.5881).

• Proportional foreign exchange movement of -10% (depreciation of NZD) and +10% (appreciation of NZD) against the AUD,

from the year end rate of $0.835 (2025: $0.9139).

• A parallel shift of +2% / -2% in the market interest rates from the year end deposit rate of 2.5% (2025: 3.0%).

7. OTHER (CONTINUED)

7.5.3 CREDIT RISK

49
FOR THE YEAR ENDED 1 AUGUST 2026

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

AS AT 1 AUGUST 2026INTEREST RATEFOREIGN EXCHANGE RATE

-2% +2%-10%+10%

$’000

CARRYING

AMOUNT

PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY

FINANCIAL ASSETS

Financial assets at amortised

cost

Cash and cash equivalents

78,205(1,564)(1,564)1,5641,5645,0575,057(4,138)(4,138)

Short-term deposits10,000(200)(200)200200----

Accounts receivable641--------

Advances to employees553--------

FINANCIAL LIABILITIES

Liabilities at amortised cost

Trade and other payables38,175----(3,732)(3,732)3,0543,054

Derivatives used for hedging

Derivatives designated as cash

flow hedges (forward foreign

exchange contracts)

(231)-----6,074-(4,773)

Total increase / decrease

(1,764)(1,764)1,7641,7641,3257, 3 9 9(1,084)(5,857)

AS AT 1 AUGUST 2025INTEREST RATEFOREIGN EXCHANGE RATE

-2% +2%-10%+10%

$’000

CARRYING

AMOUNT

PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY

FINANCIAL ASSETS

Financial assets at amortised

cost

Cash and cash equivalents

58,333(1,167 )(1,167 )1,1671,1673,4733,473(2,841)(2,841)

Accounts receivable

366--------

Advances to employees

732--------

Derivatives used for hedging

Derivatives designated as cash

flow hedges (forward foreign

exchange contracts)

423-----6,829-(5,587)

FINANCIAL LIABILITIES

Liabilities at amortised cost

Trade and other payables

29,789----(1,997)(1,997)1,6341,634

Total increase / decrease

(1,167 )(1,167 )1,1671,1671,4768,305(1,207)(6,794)

7. OTHER (CONTINUED)

If these movements were to occur, the post-tax impact on profit or loss and equity for each category of financial investment:

50
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 1 AUGUST 2026

7.6 EVENTS SUBSEQUENT TO BALANCE DATE

7.7 STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS

The Group’s objectives when managing capital are to maximise the value of shareholder equity and ensure that the Group

continues to safeguard its ability to continue as a going concern. Group capital consists of share capital, reserves and retained

earnings. In order to meet these objectives, the Group may adjust the amount of dividend payment made to shareholders. The

Group has no specific banking or other arrangements which require that the Group maintain specific equity levels.

Subsequent to year end, the Board has resolved to pay a final dividend of 40 cents per share totalling $23,859,624 (partially

imputed at 91.6%) (2025: 30.5 cents totalling $18,192,964 partially imputed at 56.5%). The dividend will be paid on 9 December

2026 to all shareholders on the Company’s register as at 5:00pm, 2 December 2026.

Certain amendments to accounting standards that are mandatory for the 1 August 2026 reporting period have been adopted by

the Group and have no material impact. There were also certain new accounting standards, amendments to accounting standards

and interpretations that have been published which are not mandatory for the 1 August 2026 reporting period and have not

been early adopted by the Group. These standards, amendments or interpretations are yet to be assessed for the disclosure and

measurement impacts for the future reporting periods.

7. OTHER (CONTINUED)

7.5.5 CAPITAL RISK MANAGEMENT

51
GENERAL DISCLOSURES

BOARD OF DIRECTORS

Directors of the Company in office as at 1 August 2026 or who ceased to hold office during the year ended 1 August 2026.

DirectorQualifications / ExperienceSpecial Responsibilities

Warren BellM Com FCA. Appointed December 1986.

Mr Bell holds appointments on a number of boards

of both public and private companies and is a

professional director.

Chairman of the Board

Non-executive

Non-independent Director

Timothy GlassonAppointment November 1985 on merger with

Hallensteins. Tim is the founder of Glassons

womenswear retail chain and has a wealth of

experience in retail previously holding the CEO role

within the business for a number of years.

Non-executive

Non-independent Director

Graeme PopplewellB Com FCA. Appointed March 1985. Graeme has a

wealth of experience in finance and retail previously

holding CFO and CEO roles within the business for a

number of years.

Non-executive

Non-independent Director

Malcolm FordAppointed June 2010. Background includes 20 years

with experience in direct sourcing particularly in Asia.

Mr Ford also has experience in brand management

across wholesale and retail markets.

Non-executive

Independent Director

Karen BycroftBSC, Postgrad Marketing. Appointed November 2014.

Background includes more than 35 years in Retail in

the UK and Australia with Marks and Spencer, Sears,

Woolworths, Spotlight and Country Road. Experience

in Strategy, Marketing, and Leadership. Also a

Leadership Facilitator and Executive Coach.

Non-executive

Independent Director

Sandra VincentAppointed October 2020. Background includes

40 years of experience in the wholesale

and retail fashion industry. Sandra is also a

beneficial Owner and Managing Director of

Harper’s Fashions Ltd trading as Hartleys which

has 15 retail stores across New Zealand.

Non-executive

Independent Director

James GlassonAppointed April 2021. James joined Glassons

Australia in 2013, after completing a Master of Arts;

Fashion Retail at the London College of Fashion

(University of Arts), Master of Science; Real Estate

at the University of Reading, Bachelor of Arts; Art

History at the University of Canterbury. Taking on

various roles within the business over the last 13

years, including Brand Manager, General Manager,

Acting National Retail Manager, James was appointed

as CEO of Glassons Australia in October 2017.

CEO — Glassons Australia

Non-independent executive

Director

Joanne AppleyardAppointed November 2022. Jo is a partner at

Anderson Lloyd and is a well-regarded senior

practitioner with over 30 years’ experience. Jo

specialises in employment, commercial and resource

management law. Jo was a member of the NZ Markets

Disciplinary Tribunal between 2011 and 2020.

Non-executive

Independent Director

Peter SteensonM Com; B Com FCA. Appointed August 2025. Peter

has over 30 years’ experience in accounting, finance

and tax matters particularly relating to property,

construction and financing. In his role at EY Peter

provided a full range of reporting, financial, tax

and strategic advice to domestic and international

businesses.

Non-executive

Independent Director

52
GENERAL DISCLOSURES

PRINCIPAL ACTIVITIES OF THE GROUP

Hallenstein Glasson Holdings Limited is a non-trading holding company. The Company’s principal trading subsidiaries are

Glassons Australia Pty Ltd and Glassons Limited (involved in the retail of women’s apparel) and Hallensteins Australia Pty Ltd and

Hallenstein Bros Limited (retail of men’s apparel). The subsidiaries are 100% owned by Hallenstein Glasson Holdings Limited.

REVIEW OF OPERATIONS

(a) Consolidated results for the Year Ended 1 August 2026

DIRECTORS

(a) Remuneration and all other benefits

The table below sets out the total of the remuneration and the value of other benefits received by each Director during the

financial year ended 1 August 2026.

(b) Dividend

Subsequent to the balance date the Directors have declared a final dividend of 40.0 cents per share payable 9 December

2026 (partially imputed at 91.6%).

(c) Donations

During the financial year ended 1 August 2026, the Group made no donations (2025: Nil).

*Other Payments/Benefits for Mr J Glasson comprise a base salary, short-term incentives, company car and contributions to

superannuation as remuneration for his role as CEO of Glassons Australia.

**Other Payments/Benefits for Graeme Popplewell comprise consultancy fees for his part-time role as a consultant to Hallensteins

New Zealand and Australia.

Directors do not receive any additional remuneration for acting as a director of any subsidiary of the Company.

$’00020262025

Operating revenue563,022470,740

Profit before income tax83,91958,378

Income tax(24,756)(18,917)

Profit for the year59,16339,4 61

Remuneration of

Directors

20262025

$’000

DIRECTORS

FEES

OTHER

PAYMENTS/

BENEFITS

TOTAL

REMUNERATION

DIRECTORS

FEES

OTHER

PAYMENTS/

BENEFITS

TOTAL

REMUNERATION

Ms J Appleyard89-8986-86

Mr W J Bell150-150145-145

Ms K Bycroft1081912710214116

Mr M Ford 110-110112-112

Mr J Glasson

*

-1,1791,179-934934

Mr T C Glasson89-8986-86

Mr G Popplewell

**

104150254101-101

Ms S Vincent89-8986-86

Mr P Steenson97-97---

8361,3482,1847189471,666

53
GENERAL DISCLOSURES

DIRECTORS

(b) Shareholdings

As at 1 August 2026 the Directors of the Company had the following relevant interests in the Company’s shares.

(c) Interests in share dealing

In accordance with the Companies Act 1993, between 2 August 2025 and 1 August 2026 the Board received the following

disclosures from Directors of acquisitions and dispositions of relevant interests in shares issued by the Company and details

of such dealings were entered in the Company’s interests register.

Beneficially Held20262025

M Ford 10,00010,000

J Glasson873,291812,991

T C Glasson10,578,62810,709,278

G J Popplewell203,604203,604

S Vincent50,00029,600

DATE

PURCHASE / (SALE)

NUMBER OF SHARES$

Mr W Bell*

On Market Sale4 - 5 November 2025 (30,000)(301,164)

Mr T Glasson**

Off Market Sale26 June 2026(130,650)(1,299,968)

Mr J Glasson**

Off Market Purchase26 June 202660,300599,985

Mrs S Vincent

Off Market Purchase3 November 202520,400201,472

* The share disposals related to Warren Bell's relevant interest in shares as an independent director of Hickman Family Trustees

Limited (as trustee of the Hickman Family Trust).

** The share disposals related to Tim Glasson’s sale of shares to various family members (or their trusts), including to James

Glasson’s trust.

54
GENERAL DISCLOSURES

Warren Bell

DirectorNew North Holdings Limited

DirectorWaiwetu Trustees Limited

DirectorSabina Ltd

DirectorGlasson Trustee Limited

Director152 Hereford Limited

DirectorCHC Properties Ltd

DirectorWarren Bell Ltd

DirectorPoraka Ltd

DirectorHickman Family Trustees Limited

TrusteeEmerald Trust

Sandra Vincent

DirectorHarpers Fashions Ltd

TrusteeThe Harpers No.2 Family Trust

Joanne Appleyard

PartnerAnderson Lloyd

TrusteeCommunity Law Canterbury

James Glasson

DirectorGlasson Trustee Limited

DirectorJCG Trustee Limited

Timothy Glasson

DirectorSabina Ltd

DirectorGlasson Trustee Limited

DirectorCHC Properties Limited

DirectorJCG Trustee Limited

Director152 Hereford Limited

DirectorSIG Trustee Limited

DirectorNew North Holdings Limited

Director847 New North Road Limited

TrusteeHallenstein Glasson Staff

Benefit Trust

Malcolm Ford

TrusteeHallenstein Glasson

Staff Benefit Trust

Karen Bycroft

None

Graeme Popplewell

TrusteeHallenstein Glasson Staff

Benefit Trust

Peter Steenson

None

(d) Disclosures of Interests by Directors

In accordance with section 140(2) of the Companies Act 1993 the Company maintains an interests register in which

Directors’ interests are recorded. The following are particulars of general disclosures of interest by Directors holding office at

1 August 2026.

(e) Subsidiary Companies

The persons who held office as Directors of subsidiary companies at 1 August 2026 are as follows:

Hallenstein Bros Limited

Warren Bell, Malcolm Ford, Timothy Glasson and Graeme Popplewell

Hallensteins Australia Pty Limited

Warren Bell, James Glasson, Timothy Glasson and Graeme Popplewell

Glassons Limited

Warren Bell, Timothy Glasson and Graeme Popplewell

Glassons Australia Pty Limited

Warren Bell, James Glasson, Timothy Glasson and Graeme Popplewell

Hallenstein Properties Limited

Warren Bell, Timothy Glasson and Graeme Popplewell

(f) Directors’ Insurance and Indemnity

As provided by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993 the Company has:

• arranged Directors’ and Officers’ Liability Insurance that ensures Directors will incur no monetary loss as a result of actions

undertaken by them as Directors provided they act within the law; and

• indemnified its directors, and those directors who are directors of subsidiaries, against potential liabilities and costs they may

incur for acts or omissions in their capacity as directors.

(g) Directors’ and Officers’ Use of Company Information

During the period the Board received no notices pursuant to Section 145 of the Companies Act 1993 relating to use of Company

information.

STATE OF AFFAIRS

The Directors are of the opinion that the state of affairs of the Company is satisfactory. Details of the period under review are

included in the Chairman’s Report and the audited Consolidated Statement of Comprehensive Income.

55
GENERAL DISCLOSURES

EMPLOYEE REMUNERATION

The number of employees with the Group (other than Directors) receiving remuneration and benefits above $100,000 in

relation to the year ended 1 August 2026 was:

Employee Remuneration20262025

100,000-109,9991316

110,000-119,9991411

120,000-129,9991112

130,000-139,9991312

140,000-149,999126

150,000-159,99933

160,000-169,99948

170,000-179,99982

180,000-189,99933

190,000-199,99921

200,000-209,99932

210,000-219,99913

220,000-229,99923

230,000-239,9991-

260,000-269,99911

270,000-279,99922

280,000-289,99931

310,000-319,9992-

350,000-359,9991-

360,000-369,999-1

370,000-379,9991-

380,000-389,99933

400,000-409,99911

410,000-419,999-1

430,000-439,99911

440,000-449,999-1

470,000-479,999-1

480,000-489,9991-

530,000-539,99922

580,000-589,9991-

590,000-599,999-1

630,000-639,999-1

690,000-699,9991-

720,000-729,9991-

840,000-849,9991-

940,000-949,999-1

56
GENERAL DISCLOSURES

CHIEF EXECUTIVE REMUNERATION

Chris Kinraid resigned from his role as Chief Executive Officer with effect from 5 September 2025. The total remuneration paid to

Chris during the financial year was as follows:

SALARY

SHORT-TERM

INCENTIVE

LONG-TERM

INCENTIVE

OTHER

BENEFITS

TOTAL

REMUNERATION

Group Chief Executive Officer - Chris Kinraid74,359 145,000-630,3508 49,709

SALARY

SHORT-TERM

INCENTIVE

LONG-TERM

INCENTIVE

OTHER

BENEFITS

TOTAL

REMUNERATION

Subsidiary CEOs1 , 7 07, 3 2 2563,922-169,9272,441,171

Other benefits include contributions to KiwiSaver, health insurance, a car park and payments made on Chris’ resignation taking

effect. The STI payment was approved by the Board and linked to the Group’s financial performance against set targets for the

period from 2 February 2025 to 1 August 2025.

Since 6 September 2025 the Company has had no CEO for the purpose of Code recommendation 5.3.

The Board has delegated the authority to manage the business and affairs of the Group, in respect of the areas of the Group

outlined below, to the persons holding the following roles:

• Glassons Australia – CEO Glassons Australia;

• Glassons New Zealand – CEO Glassons New Zealand;

• Hallensteins New Zealand/Australia – CEO Hallensteins New Zealand and Australia;

Total remuneration paid to the three individuals holding these roles during the financial year was as follows:

Other benefits include contributions to KiwiSaver, health insurance, vehicle entitlement and a car park. The STI payment was

approved by the Board and linked to the Group’s financial performance against set targets for the period from 2 February 2025

to 1 February 2026.

REMUNERATION TO AUDITORS

The fee for the audit of the Company and its subsidiaries, paid to PricewaterhouseCoopers, was $345,000.

57
CORPORATE GOVERNANCE STATEMENT

57

The Board of Directors (the Board) of Hallenstein Glasson Holdings Limited (HGHL) is committed to maintaining best-practice

standards of corporate governance. This corporate governance statement provides an overview of HGHL’s key corporate

governance arrangements and the policies and practices that HGHL and its subsidiaries (the Group) have developed and

implemented, in line with the NZX Corporate Governance Code dated 31 March 2026 (the Code) and the NZX Listing Rules.

This corporate governance statement outlines each principle contained in the Code and how HGHL is applying the corresponding

Code recommendations. Where HGHL is not currently following a particular Code recommendation, the reason for HGHL not

following the Code recommendation and a description of the alternative governance practice adopted by HGHL (and approved by

the Board) is provided (refer to the table on page 64 of this report).

This corporate governance statement is current as at 29 September 2026 (except where specified otherwise) and has been

approved by the Board.

The key HGHL corporate governance policy documents (including the Board charter and other relevant charters and policies) are

available at www.hallensteinglasson.co.nz/investment-centre.

PRINCIPLE 1 – ETHICAL STANDARDS

“Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable for these

standards being followed throughout the organisation.”

Code of Ethics

HGHL is committed to ensuring the highest standards of conduct and ethical behaviour are followed in respect of all business

activities of the Group. The Board has adopted a code of ethics (the Code of Ethics) to promote and support a culture of

integrity, transparency, honest and ethical behaviour, corporate compliance and good corporate governance.

The Code of Ethics sets out the minimum standards of conduct expected of the directors, senior management and employees

of the Group in carrying out their day-to-day duties. The Code of Ethics provides a guide to the conduct that is consistent with

HGHL’s values, business goals and legal obligations.

The Code of Ethics also sets out the internal reporting procedures for any wrongdoing or breaches of the Code of Ethics (or any

other HGHL policy) or legal obligations, and HGHL’s expectations around how such wrongdoing and breaches will be investigated

and/or escalated to the Board (if necessary). HGHL is committed to standing behind any Group employee who, acting in good

faith, reports a breach, serious problem or wrongdoing.

All new directors, senior managers and employees of the Group are directed to the Code of Ethics as part of their induction. The

Code of Ethics is also available on HGHL’s website. The Board reviews the Code of Ethics periodically.

Financial Product Trading policy

The Board has adopted a Financial Product Trading Policy which details HGHL’s policy in relation to directors and employees of

the Group trading HGHL shares, including certain prohibitions and restrictions on, and procedures for, directors and employees of

the Group.

The Financial Product Trading Policy sets out applicable insider trading laws and guidance around material information and the

trading of HGHL shares. This policy also details the procedure which must be followed by directors, senior managers and certain

other Group employees (or their related parties) who wish to trade in HGHL’s shares. All directors and senior managers (and other

applicable Group employees) must notify HGHL and obtain consent prior to trading in HGHL shares, and are only permitted to

trade in HGHL’s shares within the periods of two trading windows under the policy.

These trading windows are:

• between the date on which HGHL’s half year results are released (during March) and 1 July; and

• between the date on which HGHL’s full year results are released (during September) and 1 January.

Trading by an individual holding non-public material information about HGHL is prohibited. All directors and senior managers (and

other applicable Group employees) are required to confirm to HGHL that they do not hold material information prior to trading in

HGHL shares during a trading window.

Directors and senior managers must advise the NZX if they trade in HGHL’s shares within the timeframes required by law.

The Financial Product Trading Policy is available on HGHL’s website.

CORPORATE GOVERNANCE STATEMENT

58
CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 2 – BOARD COMPOSITION AND PERFORMANCE

“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and perspectives.”

The Board

The Board is elected by shareholders to govern and oversee the management of HGHL and is responsible for all corporate

governance matters and reporting to shareholders. The Board has adopted a board charter (the Board Charter) which sets

out the roles and responsibilities of the Board and outlines how these roles and responsibilities interact with the roles and

responsibilities of the Group’s management. The Board Charter is available on HGHL’s website.

The Board establishes HGHL’s objectives, determines the strategies for achieving those objectives, and monitors management’s

performance in respect of implementing those strategies. It also establishes delegated authority limits for capital expenditure,

treasury, and remuneration.

Glassons New Zealand, Glassons Australia and Hallensteins operate as separate subsidiaries, each with its own management

team. The Board delegates the responsibility for the day-to-day management of HGHL and each subsidiary to the executive

team in the manner described in the Board Charter. The Board is responsible for the appointment of, and assessment of the

performance of, the executive team.

The Board meets no less than 10 times each year. Directors receive monthly reporting including profit and loss and balance sheets

for each operating subsidiary, together with operations reports from the senior executive from each operating subsidiary.

Board composition and independence

The Board comprises eight non-executive directors and one executive director (being James Glasson, the Chief Executive Officer

of Glassons Australia). The Chairperson is a non-executive director and is not the CEO of HGHL for the purposes of Code

Recommendation 2.10.

The Board has determined the independence of its directors as follows.

INDEPENDENT DIRECTORS:

• Karen Bycroft

• Sandra Vincent

• Joanne Appleyard

• Peter Steenson

• Malcolm Ford

NON INDEPENDENT DIRECTORS:

• Warren Bell (Chairman)

• Timothy Glasson

• Graeme Popplewell

• James Glasson

In determining director independence, the Board considers the definition of disqualifying relationship set out in the NZX Listing

Rules and has regard to the factors that may affect the independence of a director set out in the Code.

• Timothy Glasson is not an independent director because of his substantial shareholding in HGHL (refer to the shareholder

information section on page 66 of this report).

• Warren Bell is not an independent director because of his close business connections with Timothy Glasson.

• Graeme Popplewell is not an independent director because of his part-time consultancy role with Hallensteins New Zealand

and Australia.

• James Glasson is not an independent director because he is also an executive of the Group.

The Board considers that several factors set out in table 2.4 of the Code apply to various independent directors as follows.

Malcolm Ford has been a director of HGHL for longer than 12 years and Karen Bycroft will have been a director of HGHL for

longer than 12 years from 17 November 2026. The Board has determined that Malcolm’s and Karen’s tenure does not affect their

ability to exercise independent judgement or to act in the best interests of HGHL and its shareholders. Malcolm and Karen

continue to approach board matters with professionalism, challenge and hold management to account and bring the same high

level of diligence and enquiry as directors who have a shorter tenure.

The Board also recognises that several of its independent directors may derive a substantial portion of their annual revenue from

HGHL. The Board does not consider this factor materially affects any such director’s capacity to bring an independent view to

decisions, including having regard to each director’s broader financial position and circumstances and the professional nature of

the role of a director. The Board is currently comprised of a majority of independent directors (Code Recommendation 2.8) and is

of the view it has an optimal mix of skills and experience to govern the Group effectively. The Board is satisfied that it operates in

an effective and independent manner notwithstanding a number of its directors are technically considered to be non-independent

directors for the purpose of the NZX Listing Rules.

Under the NZX Listing Rules, a director must not hold office past the later of three years and the third annual meeting after their

appointment without being re-elected by shareholders.

The Board may at any time appoint a person to be a director either as an additional director or to fill a casual vacancy. Any

person who is appointed a director by the Board will retire from office at the next annual meeting of HGHL but will be eligible for

election by shareholders at that next meeting.

A list of the directors and their profiles, experience and qualifications is on page 51 of this report. A list of their relevant ownership

interests is on page 54 of this report.

59
CORPORATE GOVERNANCE STATEMENT

Nomination and appointment of directors

The Nominations Committee identifies suitably qualified people who could be considered for nomination or appointment as

a director in the event of a vacancy on the Board. The Nominations Committee Charter includes guidelines relating to Board

composition, considerations for new director appointments and the procedure by which potential directors are nominated and

assessed. All new directors enter into a written agreement with HGHL setting out the terms of their appointment.

Diversity

HGHL believes that all eligible people should get an equal opportunity and be treated fairly regardless of their background, views,

experiences and capabilities as well as their beliefs, physical differences, ethnicity, gender, age, thinking style or preferences. The

Board has adopted a Diversity and Inclusion Policy that ensures HGHL is continually developing a work environment that supports

equality and inclusion regardless of difference. The Diversity and Inclusion Policy applies to all HGHL’s practices and policies relating

to, but not limited to, recruitment, pay and benefits, training and development, promotions, restructures and terminations.

The Diversity and Inclusion Policy includes a requirement that the Board establish and separately record measurable objectives and

assess performance against the objectives on an annual basis. The Board is responsible for implementing, reviewing, reporting and

overseeing the Diversity and Inclusion Policy.

Details of gender composition of HGHL’s directors, officers* and senior leaders** as at 1 August 2026 (being HGHL’s most recent

balance date) are as follows:

Gender diversity as at 1 August20262025

Directors

Female

33

Male

65

Officers*


Female

11

Male

55

Senior Leaders**

Female

88

Male

44

* Officers means those persons who are concerned or take part in the management of HGHL’s business and who report directly to

the Board or to a person who reports to the Board.

** Senior Leaders means those persons who are members of the senior leadership team of an HGHL subsidiary and who assist

the chief executive officer of that HGHL subsidiary in the management of the relevant subsidiary’s business.

Education, training and performance

The Board ensures that new directors are appropriately inducted to their role. Directors are also expected to undertake

continuous education and training as appropriate to ensure that their skills and knowledge remain relevant and current, and that

allow them to perform their role as directors of a listed issuer.

The Board evaluates its own performance and that of its committees annually. The Chairperson also meets with directors

individually to discuss their individual performance during the year.

60
CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 3 – BOARD COMMITTEES

“The Board should use committees where this will enhance effectiveness in key areas, while still retaining Board responsibility.”

Overview of Board Committees

At the date of this report, the Board has established the Remuneration Committee, the Audit & Risk Committee, the Nominations

Committee and the Sustainability Committee (each a Committee). The Board has considered whether any other standing

Board committees are appropriate and has determined that no other Board committees are necessary at this time. Each Board

committee operates under a charter which is available on HGHL’s website. Board Committee members are appointed solely

from members of the Board (except for the Sustainability Committee which also includes senior employees of the Group) and

committee membership is reviewed on an annual basis. Any recommendations made by the committees are submitted to the full

Board for formal consideration and approval (if appropriate).

HGHL has also established a Health and Safety Committee to ensure appropriate governance, performance and compliance is

carried out in this key area. The Committee’s membership includes HGHL directors and employees of the Group. The Health and

Safety Committee is not a Board committee.

Director attendance at Board and Committee meetings for the year ended 1 August 2026

BoardRemunerationAudit & RiskNominationsSustainability

Number of meetings held

112223

AttendedAttendedAttendedAttendedAttended

Warren Bell

11222-

Timothy Glasson

11----

Graeme Popplewell

10222-

Malcolm Ford

10-1--

Karen Bycroft

112123

Sandra Vincent

82-2-

James Glasson

11---3

Joanne Appleyard

112123

Peter Steenson

10-2--

Remuneration Committee

The Remuneration Committee is comprised of non-executive members of the Board and is chaired by Graeme Popplewell. The

other members of the Remuneration Committee are Warren Bell, Sandra Vincent, Karen Bycroft and Joanne Appleyard. The

Remuneration Committee comprises a majority of independent directors.

The Remuneration Committee’s primary function is to make specific recommendations to the Board on remuneration packages

and other terms of employment for directors and senior managers. HGHL’s senior management may only attend Remuneration

Committee meetings at the Committee’s invitation. The Remuneration Committee utilises independent advice from industry

experts where necessary to ensure remuneration practices are appropriate for HGHL, and to ensure the best possible people are

recruited and retained.

The Remuneration Committee Charter is available on HGHL’s website.

Audit & Risk Committee

The Audit & Risk Committee is comprised of non-executive members of the Board and is chaired by Peter Steenson. The other

members of the Audit & Risk Committee are Warren Bell, Graeme Popplewell, Joanne Appleyard and Malcolm Ford. Warren,

Graeme and Peter are each Fellows of Chartered Accountants Australia New Zealand (CAANZ) with an extensive accounting and

financial background. The Audit & Risk Committee comprises a majority of independent directors. HGHL therefore complies with

Code Recommendation 3.1.

The Board believes the Audit & Risk Committee’s current membership has an optimal mix of skills and experience to ensure

the Committee achieves its objectives. The Audit & Risk Committee meets directly with HGHL’s external auditors and receives

and reviews all correspondence between HGHL and its auditors. The main responsibility of the Committee is to ensure internal

controls are effective, financial reporting is reliable, and applicable laws and regulations are complied with. HGHL’s senior

management may only attend Audit & Risk Committee meetings at the Committee’s invitation.

The Audit & Risk Committee Charter is available on HGHL’s website.

61
CORPORATE GOVERNANCE STATEMENT

Nominations Committee

The Nominations Committee is comprised of non-executive members of the Board and is chaired by Graeme Popplewell. The

other members of the Nominations Committee are Warren Bell, Sandra Vincent, Karen Bycroft and Joanne Appleyard. The

Nominations Committee comprises a majority of independent directors. Where appropriate, the Nominations Committee will

make recommendations to the Board on the appointment of directors.

The Nominations Committee Charter is available on HGHL’s website.

Sustainability Committee

The Sustainability Committee is comprised of HGHL directors and senior employees of the Group, including directors Karen

Bycroft, Joanne Appleyard and James Glasson (also Chief Executive Officer of Glassons Australia) and senior employees

Cameron Alderton (Group Chief Financial Officer) and April Ward (Chief Executive Officer of Glassons New Zealand).

The Sustainability Committee is chaired by Karen Bycroft. The Sustainability Committee guides HGHL’s sustainability strategy,

monitors how HGHL is tracking against its sustainability goals and makes recommendations to the Board. The Committee meets

three times each year to review performance and provide strategic input and governance to the Board where appropriate. The

establishment of the Sustainability Committee reflects the importance HGHL (and the Board) places on sustainability initiatives

and helps to ensure that sustainability-related matters are given due regard at the Board level.

The Sustainability Committee Charter is available on HGHL’s website.

Health and Safety Committee

HGHL has established a Health and Safety Committee. The Health and Safety Committee is not a committee of the Board,

although its members include directors alongside employees of the Group. The Health and Safety Committee is chaired by

Malcolm Ford.

The Health and Safety Committee oversees:

• The Group’s existing health and safety systems and processes.

• Approval of health & safety policies and procedures for the Group.

• Monitoring of any incidents, hazards and risks within the Group’s business.

• Communication to the Board on health and safety matters and ensures the Board is informed on matters relating to health

and safety governance, performance and compliance.

• Regular assessments on health and safety systems.

The Health and Safety Committee met three times during the year ended 1 August 2026.

Takeover response

The Board has implemented protocols that set out the procedures to be followed if a ‘control transaction’ for HGHL arises,

including a takeover offer being received by HGHL.

PRINCIPLE 4 – REPORTING AND DISCLOSURE

“The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of corporate

disclosures.”

Financial reporting to shareholders and the market is in accordance with generally accepted accounting principles applied in New

Zealand, and in compliance with relevant legislation and NZX requirements.

The Board has adopted a Market Disclosure Policy which outlines the obligations of HGHL and relevant HGHL personnel in

satisfying HGHL’s continuous disclosure requirements. A copy of the Market Disclosure Policy is available on HGHL’s website.

HGHL is responsible for ensuring it meets its continuous disclosure obligations under the NZX Listing Rules and acknowledges that

the intent of these rules is to enable shareholders and the investment market generally to be promptly informed of any events that

may be price sensitive in regard to HGHL’s share price.

Sustainability

The Group prepares a sustainability report on an annual basis (refer to the Group’s sustainability report on page 10 of this report).

The Sustainability Committee appointed by the Board has to date developed the following key areas of focus for the Group in

relation to environmental, social and governance factors:

• environmentally sustainable certified fabrics and product stewardship;

• supplier partnerships and ethical factories;

• the Group’s carbon footprint, climate change preparations and environmental impact;

• diverse workforce and safe working environment for all; and

• team career development.

62
CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 6 – RISK MANAGEMENT

“Directors should have a sound understanding of the material risks faced by the issuer and how to manage them. The Board

should regularly verify that the issuer has appropriate processes that identify and manage potential and material risks.”

Risk management framework

The Board is responsible for reviewing and approving HGHL’s risk management strategy. The Board has adopted a robust risk

management framework that identifies and seeks to proactively manage risks throughout the Group, including climate-related

risks.

HGHL’s risk management framework is structured to identify, assess and manage the Group’s key risks identified and prioritised

by HGHL’s risk matrix and set out in HGHL’s risk register. The risk matrix assesses both the likelihood and consequence of each

key risk concerning the Group. HGHL’s key risks include supply chain, brand and reputational, cyber and financial risks. The Board

regularly reviews risks concerning the Group in line with the risk management framework.

As part of the risk management framework, the Board has also adopted a risk appetite statement which sets out HGHL’s risk

tolerance and allows HGHL to manage reported risks effectively. Any risks that are classed outside HGHL’s current risk appetite

(as set out in the risk appetite statement) are escalated and prioritised for action. The Board regularly monitors the risk appetite

statement and has categorised the different risks concerning the Group into the following four categories:

• strategic risk;

• financial risk;

• operational risk (people, technology, property and process); and

• operational risk (environment).

Formal reviews of any key risks to HGHL are integrated into the Audit & Risk Committee meetings. The applicable risk reporting

that supports the identified risks are referred to at each Audit and Risk Committee meeting where necessary.

Responsibility for risk management

While the Board is ultimately responsible for oversight of the risk management of the Group, the Audit & Risk Committee reviews

the reports of management and the external auditors on the effectiveness of systems for internal control, financial reporting

and risk management. Significant risks are discussed at Board meetings as required. To assist in discharging this responsibility,

the Board has in place a number of strategies designed to safeguard HGHL’s assets and interests and to ensure the integrity of

reporting.

Climate-related disclosures

The Government has previously announced changes which would remove listed issuers with market capitalisation below $1 billion

from the climate reporting regime through the Financial Markets Conduct Amendment Bill. As at the date of this corporate

governance statement, the Financial Markets Conduct Amendment Bill has not yet been passed into law. Given this uncertainty,

the Financial Markets Authority (FMA) has extended its existing ‘no action’ relief from relevant requirements under Part 7A of the

Financial Markets Conduct Act 2013 for reporting periods up to and including 31 January 2028. This ‘no action’ approach means

that the FMA will not take action against a person for breach of a statutory or regulatory obligation.

While HGHL is currently a Climate Reporting Entity for the purposes of Part 7A of the Financial Markets Conduct Act 2013,

HGHL would not be a Climate Reporting Entity under the changes proposed by the Financial Markets Conduct Amendment Bill.

As a result, HGHL will not lodge climate statements or publicly report on the Group’s climate-related risks and opportunities in

accordance with the Aotearoa New Zealand Climate Standards for the period ended 1 August 2026, in reliance on the FMA’s ‘no

action’ relief.

PRINCIPLE 5 – REMUNERATION

“The remuneration of Directors and executives should be transparent, fair and reasonable.”

Details of the remuneration of directors, the former Group CEO and the subsidiary CEOs during the year ended 1 August 2026

are shown on page 52 and 56 of this report.

Shareholders are asked to approve any increases to the pool of directors’ fees from time to time as required by the NZX Listing

Rules. Fees are generally established using independent surveys covering organisations of a similar scope and size to HGHL

operating in the same jurisdictions.

Key executive remuneration comprises a base salary together with short term and long term incentives. Key executives are

eligible for short term incentives each season based on internal profit before tax targets. HGHL entered into long term incentive

arrangements with key executives in the 2026 financial year. The Remuneration Committee seeks independent advice where

appropriate when setting key executive remuneration.

HGHL has adopted a Remuneration Policy which outlines the principles that apply to the remuneration of all non-executive

directors and senior management with the aim to ensure that remuneration is fair and appropriate. A copy of the Remuneration

Policy is available on HGHL’s website.

63
CORPORATE GOVERNANCE STATEMENT

Insurance

HGHL maintains insurance cover with reputable insurers for most types of insurance risk. All Group directors and senior

managers have the benefit of an indemnity as permitted by the Companies Act 1993 and HGHL’s constitution. HGHL has also

implemented Director and Officer (D&O) insurance cover at HGHL’s cost. Details of these indemnities and insurance are disclosed

in HGHL’s interests register as required.

Health & Safety

HGHL has health and safety systems and processes in place that include training employees and recording any incidents,

hazards and risks. These systems help ensure HGHL continues to provide a safe working environment for staff, contractors and

customers. HGHL has also established a Health and Safety Committee as part of its commitment to protecting the health,

safety and wellbeing of Group employees – see details of the Committee and its role above.

The Health and Safety Committee, along with senior management, is responsible for ensuring that health and safety has

appropriate focus and is sufficiently resourced within the Group. Senior management work in conjunction with the Health and

Safety Committee to investigate incidents, analyse hazard/incident trends to identify and mitigate potential health and safety

risks and review, develop and monitor compliance with health and safety processes and procedures. Health and safety is a

consistent item on the Board’s meeting agendas to keep all directors informed of the Group’s performance across a range of

measures.

The Board and the Health and Safety Committee receive detailed reporting on health and safety performance including health

and safety incidents, injury rates by severity, identified hazards and outputs from the workers’ health and safety forum meetings.

There has been minimal lost time due to incidents or injuries over the last financial year. HGHL continues to work to mitigate risk

both in store and in its distribution centres.

All staff are trained on health and safety procedures as part of their induction, including training on working from height, manual

lifting and personal safety. Registers are kept of potential hazards at each store and regular reviews/audits of compliance with

health and safety processes and procedures are carried out. The Group also provides an Employee Assistance Programme to

support with employee wellbeing.

HGHL places particular focus on safety in its distribution centres and regular risk assessments are carried out. Risks identified

by HGHL in its distribution centres include material handling equipment (forklifts), heavy/light vehicles, working at height,

falling objects, manual handling strains/injuries and fatigue; slips, trips and falls. HGHL ensures that all forklift and heavy

machinery operators are licensed accordingly and have completed appropriate certified training. Daily equipment inspections are

performed, site inductions are carried out with all visitors, staff and contractors, and controls are implemented where risks are

identified as part of hazard risk assessments.

HGHL has implemented a digital reporting system that records injuries, hazards, aggressive behaviour incidents and overt theft.

This digital reporting system continues to inform HGHL’s understanding of the nature and number of incidents that impact its

teams and allows HGHL to respond with solutions tailored to suit individual circumstances. This digital reporting system also

directs HGHL toward any improvement needed in equipment available for use in its stores and distribution centres.

HGHL encourages its staff to report all injuries including minor scrapes, tweaks, and scratches so that HGHL can ensure it is

providing a safe working environment and as a check that the training HGHL provides stays relevant to the work environment.

HGHL’s statistics include customers who may have suffered a medical event or similar incident while visiting its premises.

HGHL engages Raise, an employee assistance programme (EAP) provider, to offer counselling to support all team members

across the Group. Access to the counselling support offered by Raise is not limited to only helping address work related

challenges that an employee may be experiencing.

During the 2026 financial year the Group recorded 181 injuries, 24 near misses and 160 sessions initiated by Group employees

with Raise. There were no instances of fatalities from work related ill health or injury.

64
CORPORATE GOVERNANCE STATEMENT

PRINCIPLE 7 – AUDITORS

“The Board should ensure the quality and independence of the external audit process.”

The Audit & Risk Committee is responsible for overseeing HGHL’s external audit arrangements. Ensuring that external audit

independence is maintained is one of the key aspects in discharging this responsibility. The Audit & Risk Committee has adopted

an Audit Independence Policy to assist the Committee in meeting this responsibility. The Audit Independence Policy covers the

following areas:

• Provision of related assurance services by the external auditors.

• Audit partner rotation.

• Relationships between the auditor and HGHL.

• Approval of auditor.

The Audit & Risk Committee will only recommend the appointment of a firm to be auditor if that firm would be regarded by a

reasonable investor with full knowledge of all relevant facts and circumstances as capable of exercising objective and impartial

judgement on all issues encompassed within the auditor’s engagement. The Audit & Risk Committee must recommend the

approval of any significant permissible non-audit work assignments that are awarded to an external auditor. A copy of the Audit

Independence Policy is available on HGHL’s website.

HGHL’s external auditors are required to be available at each annual shareholders’ meeting.

Internal Audit

HGHL does not have an internal audit function. The Board is confident the key risks of the business are being adequately

managed without an internal audit function and that the internal control framework is operating effectively, including through

the risk identification and management processes outlined above.

PRINCIPLE 8 – SHAREHOLDER RIGHTS AND RELATIONS

“The Board should respect the rights of shareholders and foster constructive relationships with shareholders that encourage

them to engage with the issuer.”

HGHL releases all material information to the NZX as required by the NZX Listing Rules, and also posts any key announcements

to HGHL’s website at www.hallensteinglasson.co.nz. Other key information, including annual reports, HGHL’s constitution and

key corporate governance documents are also posted on HGHL’s website for ease of reference. Consistent with best practice

and HGHL’s continuous disclosure obligations under the NZX Listing Rules, external communications that may contain market

sensitive data are released through NZX in the first instance. The Board approves all communications with shareholders.

HGHL shareholders are provided with the option of receiving communications from HGHL electronically. HGHL’s website also

includes a section on investor communications and HGHL welcomes investor enquiries.

HGHL ensures notices of annual (and any special) meetings of shareholders are posted on HGHL’s website at least 20 working

days prior to the meeting, in line with Code Recommendation 8.5.

HGHL refers any significant matters, as required by the Companies Act 1993 and the NZX Listing Rules, to shareholders for

approval at the AGM, and shareholders are given the opportunity to vote by proxy ahead of the meeting or by poll if attending

the meeting in person.

AREAS OF DIVERGENCE FROM THE NZX CORPORATE GOVERNANCE CODE DATED 31 MARCH 2026

NZX Code

Principle

NZX Code

Recommendations

Key DifferenceStatus

To ensure an

effective board

there should be

a balance of

independence,

skills, knowledge,

experience and

perspectives.

2.9 An issuer

should have an

independent chair

of the board.


During the

reporting period,

the chair of the

Board was not

an independent

director.

The Board has determined that the chair of the Board,

Warren Bell, is not independent because of his close business

connections with HGHL’s largest shareholder, Timothy Glasson.

HGHL does not follow Code Recommendation 2.9 because:

(a) the benefit of Mr Bell’s skills and experience as Board chair

outweigh any actual or perceived conflict of interest arising

from his relationship with the major shareholder; and

(b) the Board as a whole comprises a majority of independent

directors.

In lieu of not following Code Recommendation 2.9, the Board

ensures that Mr Bell also recuses himself from deliberations and

decision-making around matters where an actual or perceived

conflict of interest might arise over something that relates

to Timothy Glasson’s interests. The Board has approved this

alternative governance practice.

SHAREHOLDER INFORMATION
ANALYSIS OF SHAREHOLDING AS AT 29 SEPTEMBER 2026

RANGE

HOLDER

COUNT

HOLDER

COUNT %

HOLDING

QUANTITY

HOLDING

QUANTITY %

1 to 499580 12.3120,496 0.2

500 to 999456 9.6 313,359 0.5

1,000 to 1,999896 19.0 1,182,056 2.0

2,000 to 4,9991,242 26.3 3,721,318 6.2

5,000 to 9,999751 15.9 4,947,994 8.3

10,000 to 49,999694 14.7 12,493,719 21.0

50,000 to 99,999 66 1.44,368,932 7. 3

100,000 to 499,999 27 0.6 4,711,216 7.9

500,000 to 999,999 6 0.1 4,011,1326.7

1,000,000 Over 8 0.123,778,83939.9

Total4,726100 59,6 49,061 100

65

TOP 20 SHAREHOLDING AS AT 29 SEPTEMBER 2026
SHAREHOLDER INFORMATION

RANKNAMEUNITS% OF UNITS

1TIMOTHY CHARLES GLASSON10,578,62817. 7 3

2ACCIDENT COMPENSATION CORPORATION2,296,5963.85

3CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD 2,256,0853.78

4BNP PARIBAS NOMINEES (NZ) LIMITED - NZCSD 1,964,7393.29

5NEW ZEALAND DEPOSITORY NOMINEE LIMITED1,945,3893.26

6CUSTODIAL SERVICES LIMITED 1,681,1052.82

7HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD1,599,6 4 42.68

8FORSYTH BARR CUSTODIANS LIMITED 1,456,6532.44

9FNZ CUSTODIANS LIMITED896,7031.51

10HSBC NOMINEES (NEW ZEALAND) LIMITED A/C STATE STREET -NZCSD 795,6661.33

11JCG TRUSTEE LIMITED 732,0581.23

12PT (BOOSTER INVESTMENTS) NOMINEES LIMITED580,4670.97

13NZX WT NOMINEES LIMITED506,2380.85

14JOANNA BECKETT500,0000.84

15HSBC NOMINEES A/C NZ SUPERANNUATION FUND NOMINEES LIMITED - NZCSD 468,9200.79

16

APEX CUSTODIAN NOMINEES (NZ) LIMITED CPTA FOR HARBOUR ASSET

MANAGEMENT

438,7320.74

17JBWERE (NZ) NOMINEES LIMITED 401,4010.67

18GMH 38 INVESTMENTS LIMITED230,0000.39

19SIG TRUSTEE LIMITED 223,2100.37

20APEX CUSTODIAN NOMINEES (NZ) LIMITED - NZCSD208,0950.35

Totals: Top 20 holders of ORDINARY SHARES (Total)29,760,32949.89

Total Remaining Holders Balance29,888,73250.11

SUBSTANTIAL PRODUCT HOLDERS

As at 1 August 2026, HGHL's only substantial product holder was Timothy Charles Glasson. Mr Glasson held 10,578,628 ordinary shares

in HGHL at that date according to both disclosures made by Mr Glasson and HGHL’s records. The total number of voting securities

(fully paid ordinary shares) of HGHL as at 1 August 2026 was 59,649,061.

66

Directory
Calendar

AUDITORS

PRICEWATERHOUSECOOPERS

BANKERS

ANZ BANK

NEW ZEALAND LTD

REGISTERED OFFICE

LEVEL 3

235 – 237 BROADWAY

NEWMARKET

AUCKLAND 1023

TEL +64 9 306 2500

POSTAL ADDRESS

PO BOX 91 – 148

AUCKLAND MAIL CENTRE AUCKLAND 1141

SHARE REGISTRAR

COMPUTERSHARE INVESTOR SERVICES LIMITED

PRIVATE BAG 92119

AUCKLAND 1142

TEL +64 9 488 8700

WEBSITES

HALLENSTEINGLASSON.CO.NZ

GLASSONS.COM

HALLENSTEINS.COM

ANNUAL BALANCE DATE

PRELIMINARY PROFIT

ANNOUNCEMENT

REPORTS AND ACCOUNTS

PUBLISHED

HALF YEAR RESULTS

INTERIM DIVIDEND

ANNUAL GENERAL MEETING

01 AUGUST

OCTOBER

APRIL

SEPTEMBER

MARCH

DECEMBER

HALLENSTEINS.COM
GLASSONS.COM

HALLENSTEINGLASSON.CO.NZ

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.

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