Rua Bioscience Limited

DISCLOSURE OF BEGINNING TO HAVE SUBSTANTIAL HOLDING

Section 276, Financial Markets Conducts Act 2013

To NZX Limited (NZX)

and

To Rua Bioscience Limited

Date this disclosure made: 22 October 2020

Date on which substantial holding began: 22 October 2020

Substantial product holder(s) giving disclosure

Full name: Rua Bioscience Limited

Summary of substantial holding

Class of quoted voting products: ordinary shares in Rua Bioscience Limited (NZX Code: RUA)

Summary for: Rua Bioscience Limited

For this disclosure:

a) total number held in class: 72,251,540
b) total in class: 140,012,225
c) total percentage held in class: 51.604%

Details of relevant interests

Details for Rua Bioscience Limited

Nature of relevant interest(s): Hikurangi Bioactives Limited Partnership, Fang Group Investment Limited, Tailorspace Capital Limited, Andrew Charles Williams and each of Rua’s directors and senior managers who held shares prior to, or have subscribed for shares by participating in, the initial public offering of shares (the Offer ) in Rua Bioscience Limited ( Rua ) (together, the Escrowed Shareholders ) are subject to escrow deeds (16 pages, attached ) with Rua in respect of all shares held by them prior to the Offer, or subscribed by them under the Offer, which they continue to hold upon completion of the Offer (the Escrowed Shares ).

Each Escrowed Shareholder has agreed not to sell or otherwise dispose of or do or omit to do anything which could have the effect of transferring effective ownership or control of:

any Escrowed Shares from the date of Rua’s quotation until the first business day following the date on which Rua releases its results announcement in respect of the half year ended 31 December 2020 (the First Restricted Period ); and
75% of the Escrowed Shares from the first day following the expiry of the First Restricted Period until the first business day following the date on which Rua releases its results announcement in respect of the full financial year ended 30 June 2021,

subject to limited exceptions set out in each escrow deed.

Accordingly, Rua has the power (through the escrow deeds) to control the acquisition and disposition of the Escrowed Shares.

For that relevant interest,–

a) number held in class: 72,251,540
b) percentage held in class: 51.604%
c) current registered holder(s): See Appendix
d) registered holder(s) once transfers are registered: Not applicable

For a derivative relevant interest, also –

a) type of derivative: Not applicable
b) details of derivative: Not applicable
c) parties to the derivative: Not applicable
d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: Not applicable

Details of transactions and events giving rise to substantial holding

Details of the transactions or other events requiring disclosure: Rua Bioscience Limited became a substantial product holder upon Rua Bioscience Limited’s ordinary shares being quoted on the NZX Main Board on 22 October 2020.

Additional information

Address of substantial product holder: 1 Commerce Place, Awapuni, Gisborne, 4071, New Zealand

Contact details: Joshua Woo +64 9 309 1445 [email protected]

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: Hikurangi Bioactives Limited Partnership, Hikurangi Bioactives GP Limited, Fang Group Investment Limited, Fang Liu, Tailorspace Capital Limited, Tailorspace Limited, Ben Gough, Trevor Burt, Andrew Charles Williams, Martin Smith, Brett Gamble, Anna Stove, Panapa Ehau, Hamish White, Rob Mitchell and Paul Naske.

Certification

I, Rob Mitchell, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

Appendix: Details of registered holders

Registered holder	Number of shares
Substantial Product Holders
Hikurangi Bioactives Limited Partnership	23,488,787
FangGroupInvestment Limited	23,584,9391
Tailorspace Capital Limited	11,129,375
Andrew Charles Williams	7,756,838
Directors and officers
Martin Smith,Aneta Bird and Sara Maree Lunam as trustees of Wakaroma Trust	2,544,732
Aoraki Holdings (No 2) Limited and Positano Holdings Limited (entities associated with director,Brett Gamble)	1,805,914
BreakawayInvestments Limited(an entityassociated with director,Trevor Burt)	763,896
Anna Stove	763,896
Panapa Ehau	252,293
Hamish White	99,990
Rob Mitchell	40,000
Paul Naske	20,880
Total	72,251,540

1 In the schedule to the substantial product holder escrow deed attached , Fang Group Investments Limited ( FGIL ) is shown as holding 23,084,939 shares in Rua (500,000 shares less than what is shown in the table above). That number was based on FGIL’s intent regarding further subscription under the Offer prior to the date of lodgement of the Product Disclosure Statement of the Offer. FGIL subsequently decided to apply for additional shares under the Offer, and has been allocated 500,000 additional shares under the Offer, so in total the number of shares FGIL will hold at the completion of the Offer is 23,584,939.

ESCROW DEED

The persons named in the schedule

Relating to ordinary shares in Rua Bioscience Limited held directly or indirectly by its directors and senior managers

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Deed dated

24 September 2020

Parties

Rua Bioscience Limited ( Rua )
The persons named in the schedule (each a Shareholder

Background

A. Each Shareholder is, or will become on the Date of Quotation, the registered holder of Ordinary Shares set out next to its name in the Schedule.
B. Rua intends to raise capital through the IPO and has applied to the NZX to list and have the Ordinary Shares quoted on the NZX Main Board.
C. Each Shareholder has agreed that it will retain the legal and/or beneficial ownership of its Shares for the Restricted Periods in accordance with the terms of this deed.

Terms

Definitions
1.1. Defined Terms . In this deed, the following initially capitalised terms shall have the meanings specified:

Affiliate

in relation to any person, means a person that directly or indirectly, through one or more intermediaries, owns or controls or is owned or controlled by or is under common ownership or control with the person and, in relation to a family trust, means any beneficiary (ascertained or discretionary) of that trust.

Business Day a day on which the NZX Main Board is open for trading. Date of Quotation the first day on which the Ordinary Shares are quoted on the NZX Main Board. First Restricted Period the period from the Date of Quotation and ending on the first Business Day following the date on which Rua releases its results announcement in respect of the half year ended 31 December 2020 (in accordance with the NZX Listing Rules). IPO the initial public offering of Ordinary Shares pursuant to a product disclosure statement to be dated on or about the date of this deed.

Non-Interested Directors in relation to any decision, means directors of Rua who are not “interested” for the purposes of the Companies Act 1993. NZX NZX Limited and includes its successors and assigns and as the context permits includes any duly authorised delegate of NZX. NZX Listing Rules the listing rules applying to the NZX Main Board in force from time

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to time.

NZX Main Board the main board equity securities market operated by NZX.

Ordinary Shares ordinary shares in Rua. Restricted Periods the First Restricted Period and the Second Restricted Period.

Second Restricted Period the period from the first day following expiry of the First Restricted Period and ending on the first Business Day following the date on which Rua releases its results announcement in respect of the full financial year ended 30 June 2021 (in accordance with the NZX Listing Rules).

Shares all of the Ordinary Shares of which a Shareholder is the registered holder as at the Date of Quotation, including those Ordinary Shares that are acquired by that Shareholder under the IPO.

Takeovers Code the takeovers code approved under the Takeovers Regulations 2000.

1.2. Interpretation . In the interpretation of this deed, unless the context otherwise requires or specifically otherwise stated:
1.2.1 references to parties, persons or entities include references to:
- (a) individuals, companies, corporations, partnerships, firms, joint ventures, associations, trusts, organisations, governmental or other regulatory bodies or authorities of other entities, in each case whether or not having separate legal personality; and
- (b) employees, agents, successors, permitted assigns, executors, administrators and other representatives of such parties, persons or entities;
1.2.2 singular words include the plural and vice versa;
1.2.3 words importing one gender shall include the other genders;
1.2.4 reference to a statute or a provision of a statute includes all statutes amending, consolidating or replacing the statute or provision referred to and includes all subsidiary or delegated legislation;
1.2.5 references to a document or agreement (including a reference to this deed) includes it as varied, supplemented, novated or replaced, except to the extent prohibited by this deed or that other agreement or document;
1.2.6 references to sections, clauses, schedules, annexures or other identifiers are to those in this deed;
1.2.7 section, clause and other headings are for ease of reference only and do not form any part of the context or affect this deed’s interpretation;
1.2.8 including and similar words do not imply any limitation;
1.2.9 every right, power and remedy of a party remains unrestricted and may be exercised without prejudice to each other at any time;
1.2.10 each schedule or other attachment forms part of this deed; and

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1.2.11 any term of this deed which binds more than one party binds the relevant parties severally and not jointly.
Conditional on listing
2.1. Condition . This deed will be void and of no effect if Rua is not listed, and the Ordinary Shares are not quoted, on the NZX Main Board before 31 December 2020.
2.2. De-listing . This deed will be void and of no effect if Rua is de-listed from the NZX Main Board.
Escrow
3.1. Undertaking . Each Shareholder unconditionally and irrevocably undertakes to the Non-Interested Directors, Rua and NZX that (subject to clauses 3.2 and 4), it will not:
3.1.1 sell, transfer, assign or otherwise dispose of, or offer to agree to sell, transfer assign or otherwise dispose of, its right and title to, and legal or beneficial interest in:
- (a) any of its Shares during the First Restricted Period; and
- (b) 75% of its Shares during the Second Restricted Period; or
3.1.2 do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of:
- (a) any of its Shares during the First Restricted Period; and
- (b) 75% of its Shares during the Second Restricted Period,

without first obtaining the prior written approval of each of the Non-Interested Directors, Rua and NZX (at their respective discretions but subject to clause 4).

3.2. Security Interests . Notwithstanding clause 3.1, each Shareholder may grant a security interest over or in respect of its Shares in favour of any bona fide lender to the Shareholder from time to time.
3.3. Other restrictions may apply . The right of a Shareholder to deal with Shares is also subject to any other restrictions which may be applicable, including under the NZX Listing Rules and the Financial Market Conducts Act 2013.
Exceptions
4.1. Exceptions . Notwithstanding the restrictions set out in clause 3.1 of this deed, a Shareholder may transfer all or part of its Shares to an Affiliate or Affiliates, provided that the Affiliate(s) must enter into a deed with Rua in relation to the Shares transferred on the same terms as this deed for the remainder of the Restricted Periods (with such deed to also require and permit such person to transfer the applicable part of the Shares back to Shareholder if it ceases to be an Affiliate of the Shareholder).
4.2. Takeovers . Clause 3.1 of this deed will not apply in relation to any full or partial takeover offer made under the Takeovers Code or similar scheme or arrangement, provided that any such takeover offer or similar scheme or arrangement is not made, whether directly or indirectly, by the relevant Shareholder or an Affiliate of it. For clarity, if a full or partial takeover offer is made or proposed to be made during the Restricted Periods, directly or indirectly by a person who is not the Shareholder or an Affiliate of it, then the Shareholder may sell, or agree, or offer to sell all or any part of its Shares to the offeror under that offer.

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5. Notices

5.1. Notices . Every notice, consent, approval or other communication (each a Notice ) under this deed shall be in writing and deemed validly given if delivered or sent to the physical or email addresses from time to time notified by that party in writing to the other party and, until any other address of a party is notified, they will be as specified in that Schedule.
5.2. Receipt . Every Notice sent pursuant to clause 5.1 shall, except so far as otherwise required by this deed, be deemed to have been received:
5.2.1 in the case of delivery, at the time of delivery;
5.2.2 in the case of posting by ordinary mail, three Business Days after (but exclusive of) the date of posting; and
5.2.3 in the case of email, on the date and time the email is sent (as shown in a confirmation of the email generated by the sender’s computer system that indicates that the email was sent to the email address of the recipient notified for the purpose of this clause and provided that the sender’s computer system has not generated a record that the email has not been received).

Notwithstanding any provision in this clause 5, any Notice given after 5.00 p.m., or on a day which is not a Business Day, shall be deemed to be given at 9.00 a.m. on the next Business Day.

General
6.1. Contract and Commercial Law Act 2017 . The provisions of this deed are for the benefit of, and are intended to be enforceable by, any of the Non-Interested Directors, the other shareholders of Rua and NZX under the Contract and Commercial Law Act 2017.
6.2. No waiver . No failure to exercise and no delay in exercising any right under this deed shall operate as a waiver of that right nor shall any single or partial exercise of any right preclude any further or other exercise of that right or any other right. No waiver is effective unless it is in writing.
6.3. Partial invalidity . If any provision of this deed is invalid, void or unenforceable at law, such provision shall:
6.3.1 be severable,
6.3.2 be deemed to be deleted from this deed; and
6.3.3 not affect the validity, existence, legality or enforceability of the remaining provisions,

but only if the severance does not materially affect the purpose of, or frustrate, this deed.

6.4. Amendment or termination . Any variation to, or termination of, this deed requires the written agreement of all parties to this deed and Rua shall not agree to any amendment or termination without prior written approval of NZX.
6.5. Governing law . This deed is governed by, and shall be construed in accordance with, New Zealand law and the parties agree to submit to the jurisdiction of the New Zealand courts.
6.6. Equitable relief . Each Shareholder acknowledges that damages alone would be an inadequate remedy for breach of its obligations under this deed and the appropriate remedies for such a breach will include order for specific performance, injunctive relief, any other equitable relief and/or damages.
6.7. Independent legal advice . The Shareholder acknowledges that it has had the opportunity to obtain independent legal advice with respect to this deed.

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6.8. Counterparts . This deed may be signed in two or more counterparts (by electronic means or otherwise), with each counterpart taken to be an original and all counterparts taken together constituting due execution of this deed by the parties.

Executed by the parties.

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SIGNED by Rua Bioscience Limited by two of its directors:
Trevor Burt
Signature: Name:
Director
Anna Stove
Signature: Name:
Director
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SIGNED by Martin Smith as trustee of Wakaroma Trust :

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Signature:
Whose signatur e was witnessed by:
Signature: Name: Liam Closey
Occupation: Witness.docx Solicitor Address: Auckland
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SIGNED by Aneta Bird as t r ustee o f Wakaroma Trust : Signature: Whose signatu re was witnessed by: Signature: Name: Liam Closey Occupation: Witness.docx Solicitor Address: Auckland SIGNED by Sara Maree Lunam as trustee of Wakaroma Trust : Signature: Whose signat ure was witnessed by: Signature: Name: Liam Closey Occupation: Solicitor Address: Auckland

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SIGNED by Aoraki Holdings (No 2) Limited by its two directors:

Signature: Name: Donald McGillivray Elder Director Signature: Name: Brett Robin Gamble Director

SIGNED by Positano Holdings Limited by its two directors: Signature: Name: Brett Robin Gamble Director Signature: Name: Sarah Louise Gamble Director

SIGNED by Breakaway Investments Limited by its sole director:

Signature: Name: Trevor John Burt Director Whose signatu re was witnessed by: Signature: Name: Liam Closey Occupation: Solicitor Address: Auckland

SIGNED by Anna Kate Stove : Signature: Whose signatu re was witnessed by: Signature: Name: Liam Closey Occupation: Solicitor Address: Auckland

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SIGNED by Panapa Ehau :

Signature:

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Whose signatu re was witnessed by: Signature: Name: Liam Closey Occupation: Solicitor Address: Auckland

SIGNED by Hamish White :

Signature:

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Whose signatu re was witnessed by: Signature: Name: Liam Closey Occupation: Solicitor Address: Auckland

SIGNED by Paul Naske :

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Signature:

Whose signat ure was witnessed by: Signature: Name: Liam Closey Occupation: Solicitor Address: Auckland

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SIGNED by Rob Mitchell : Signature: Whose signatu re was witnessed by: Signature: Name: Liam Closey Occupation: Witness.docx Solicitor Address: Auckland

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SCHEDULE

Shareholders

Shareholder	Relevant director/senior manager of Rua	Address	Number of Shares
Martin Smith, Aneta Bird and Sara Maree Lunam as trustees of Wakaroma Trust	Director: Martin Smith	87 Marine Parade, Herne Bay, Auckland, 1011, New Zealand	2,544,732
Aoraki Holdings (No 2) Limited and Positano Holdings Limited	Director: Brett Gamble	86 Heaton Street, Strowan, Christchurch, 8052,New Zealand	1,805,914
Breakaway Investments Limited	Director: Trevor Burt	58 Old Tai Tapu Road, Kennedys Bush, Christchurch, 8025, New Zealand	763,896
Anna Stove	Director: Anna Stove	21a Whangapouri Road, Karaka, Rd 2 Drury, Auckland, 2578, New Zealand	763,896
Panapa Ehau	Director: Panapa Ehau	2a Turenne Street, Inner Kaiti, Gisborne, 4010, New Zealand	252,293
Hamish White	Senior manager: Hamish White (CFO)	119 Russell Street, Whataupoko, Gisborne, 4010,New Zealand	99,990
Paul Naske	Senior manager: Paul Naske (Chief Operating Officer)	155 Ballance Street, Whataupoko, Gisborne, 4010,New Zealand	20,880
Rob Mitchell	Senior manager: Rob Mitchell (Chief Executive Officer)	4 Clifford Street, Whataupoko, Gisborne 4010	40,000
Total			6,291,601

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to time.

NZX Main Board the main board equity securities market operated by NZX. Ordinary Shares ordinary shares in Rua. Restricted Periods the First Restricted Period and the Second Restricted Period.

Shares all of the Ordinary Shares of which a Shareholder is the registered holder as at the Date of Quotation, including those Ordinary Shares that are acquired by that Shareholder under the IPO.

Takeovers Code the takeovers code approved under the Takeovers Regulations 2000.

1.2. Interpretation. In the interpretation of this deed, unless the context otherwise requires or specifically otherwise stated:
1.2.1 references to parties, persons or entities include references to:
- (a) individuals, companies, corporations, partnerships, firms, joint ventures, associations, trusts, organisations, governmental or other regulatory bodies or authorities of other entities, in each case whether or not having separate legal personality; and
- (b) employees, agents, successors, permitted assigns, executors, administrators and other representatives of such parties, persons or entities;
1.2.2 singular words include the plural and vice versa;
1.2.3 words importing one gender shall include the other genders;
1.2.4 reference to a statute or a provision of a statute includes all statutes amending, consolidating or replacing the statute or provision referred to and includes all subsidiary or delegated legislation;
1.2.5 references to a document or agreement (including a reference to this deed) includes it as varied, supplemented, novated or replaced, except to the extent prohibited by this deed or that other agreement or document;
1.2.6 references to sections, clauses, schedules, annexures or other identifiers are to those in this deed;
1.2.7 section, clause and other headings are for ease of reference only and do not form any part of the context or affect this deed’s interpretation;
1.2.8 including and similar words do not imply any limitation;
1.2.9 every right, power and remedy of a party remains unrestricted and may be exercised without prejudice to each other at any time;
1.2.10 each schedule or other attachment forms part of this deed; and

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Trevor Burt
Anna Stove
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AI assistant

Rua Bioscience Limited Major Shareholding Notification 2020

66262_rns_2020-10-22_93856c28-fb13-4857-b3a0-495aead7092a.pdf

DISCLOSURE OF BEGINNING TO HAVE SUBSTANTIAL HOLDING

Substantial product holder(s) giving disclosure

Summary of substantial holding

Details of relevant interests

Details of transactions and events giving rise to substantial holding

Additional information

Certification

Appendix: Details of registered holders

ESCROW DEED