# Booster Innovation Fund **Provider:** Booster (https://www.booster.co.nz) **Source:** https://wholesaleinvestor.co.nz/funds/booster-innovation-fund **Facts JSON:** https://wholesaleinvestor.co.nz/api/im/booster-innovation-fund/facts.json > This document is a machine-readable concatenation of 2 extracted document(s) for AI/LLM grounding. The original PDFs are linked in each section. > Wholesale-only — for eligible investors per FMCA Schedule 1. WI does not republish manager performance numbers; verify with the manager. --- ## PDS **Source PDF:** https://documents.booster.co.nz/boosterdocuments/Investments/Current/Product%20Disclosure%20Statements/BIF%20-%20Booster%20Innovation%20Fund%20-%20Product%20Disclosure%20Statement.pdf **Pages:** 60 **Extracted via:** pdftotext on 2026-05-19 Booster Innovation Scheme Product Disclosure Statement Offer of units in the Booster Innovation Fund of the Booster Innovation Scheme 8 December 2025 Issuer: Booster Investment Management Limited This document replaces the Product Disclosure Statement dated 11 December 2024. This document gives you important information about this investment to help you decide whether you want to invest. There is other useful information about this offer on www.disclose-register.companiesoffice.govt.nz. Booster Investment Management Limited has prepared this document in accordance with the Financial Markets Conduct Act 2013. You can also seek advice from a financial advice provider to help you to make an investment decision. 1. Key information summary What is this? This is a continuous offer meaning the Fund will accept applications from investors on an ongoing basis, though these This is an offer of units in the Booster Innovation Fund applications will generally only be processed by us monthly. (Fund) of the Booster Innovation Scheme (Scheme). Money raised from investors will be used to acquire an Your money will be pooled with other investors’ money interest in additional early-stage companies or make follow-on and invested. Booster Investment Management Limited investments in existing companies that are seeking expansion (Booster, we, our or us) invests the money in assets, such capital. as unlisted shares in early-stage companies (directly or indirectly), and takes fees. Investment Objective - the Fund aims to provide investors with an exposure to a diversified portfolio of early-stage The assets and fees are described in this document. By companies founded on intellectual property originated or investing in the Fund, you are relying on the investment developed in New Zealand. decisions of Booster and returns from the assets that the Fund invests in. There is a risk that you may lose some or all Investment Strategy - the Fund will seek to invest in a of the money you invest. diversified portfolio of investments in conjunction with a range of other specialist investors, across a range of different business sectors and stages of development to optimise the Who manages this Scheme? expected returns from early-stage investments. We, Booster Investment Management Limited, are the As at the date of this document the Fund invests in a manager of the Scheme. The Fund is currently the only specialised portfolio of over 35 companies, either directly investment option in the Scheme. or through its interest in NZ Innovation Booster Limited You’ll learn more about us in Section 9 – About Booster and Partnership (NZIB). NZIB is a partnership between Booster others involved in the Fund. Financial Services Limited (our parent company), Victoria Link Limited (Wellington UniVentures), Otago Innovation Limited What are you investing in? (OIL) and Auckland Uni Services (AUS) which are wholly owned subsidiaries of Victoria University of Wellington, The Fund is a managed investment scheme established University of Otago and the University of Auckland to invest in a portfolio of early-stage companies founded respectively, responsible for the management of technology on intellectual property originated or developed in New commercialisation. The portfolio includes companies ranging Zealand that are selected on the basis that they have the in their stage of development, industry sectors and innovation potential to become commercially successful globally. The types. It includes: Fund is listed on the NZX Main Board (with the code BIF). • companies developing healthcare solutions to improve Early-stage company investing is generally considered clinical outcomes, to prevent or treat disease or improve the riskiest type of equity investing because many more health and wellbeing, early-stage companies fail than mature companies. It can take many years before a company becomes successful, • companies developing software solutions to improve user and most externally funded companies have years of outcomes, unprofitable activity before they reach the point of making • companies developing technologies to advance money. Early-stage company investing requires patience. electrification, energy efficiency or decarbonisation, However, those companies that do succeed tend to greatly • companies developing solutions to improve food security reward their investors through high returns. Because the and supply, and Fund holds investments in a number of companies as part • companies developing other advanced technology and of a portfolio, it is to be expected that some companies will science solutions. gain in value while others will lose some or all of their value. Despite the benefit of this portfolio approach, significant See Section 2 - What the Booster Innovation Fund invests in for investment losses can occur. If you are unsure whether this an overview of each of the companies currently invested in. investment is suitable for you or how much to invest, we The Fund is not permitted to borrow, either directly or via its recommend you seek professional advice. underlying funds. Key terms of the offer Product Units in the Booster Innovation Fund. How you invest You can invest in the Fund by completing and submitting an application form to us through your financial advice provider. You can also invest direct through our website. Alternatively, you can purchase units on market at the quoted price through an NZX participant (such as a broker) or by arrangement through us. Unit Price If units are purchased directly from the Fund, the price for the units will be the Unit Price applicable for the day on which your investment money is processed (generally the first business day of the month). The Unit Price is the net asset value of the Fund (being the value of all assets less the value of all liabilities) divided by the number of units on issue. There is no fixed price for the units and no fixed or indicative range within which that price may be fixed. If you buy or sell units on the NZX Main Board, the price you pay may be higher or lower than the Fund’s published Unit Price. 2 Booster Innovation Fund How much you The minimum initial investment in the Fund is $500. While you’re not required to make any further can invest investments, you can invest more by making additional investments (minimum $500). For trading on the NZX, your broker will be able to advise on the minimum parcel size. While the amount you invest is up to you, we may refuse to accept, or may reduce, your initial or additional investment in the Fund to ensure the Fund does not hold excessive levels of cash. Offer dates and The Fund was first registered on 11 November 2021 and quoted on the NZX Main Board on 2 March NZX Quotation 2022. As a continuous offer, there is no close date for this offer, though this Product Disclosure Statement may be updated from time to time. For further details on the terms of this offer, see Section 3 – Terms of the Offer. How you can get your money out Access to diversity of investment opportunities. Units in the Fund are quoted on the NZX Main Board. This The spreading of investment risk through diversification is means you may be able to sell your investments on the NZX a critical element of successful investing in a portfolio of if there are interested buyers. The amount you get may be early-stage businesses. Capital contributions from new and less than the amount that you invested. existing investors are required to provide the Fund with the capital necessary to enable it to expand from its current The Fund will also aim to make a limited amount of cash investment portfolio (see the sub-section ‘Holdings’ below available for withdrawals on a quarterly basis. However, for a summary of current investments portfolio) and to due to the limited cash available for withdrawals and maintain a portfolio range between 40 to 50 investments. uncertain demand for withdrawals by other investors, you We have extensive networks within New Zealand across should regard an investment in this Fund as not readily universities, the public and private sectors to enable redeemable when making your investment decision and the the Fund to have access to a good flow of investment Fund has no fixed date on which you may get your money opportunities to achieve a broad range of investments back. Refer to Section 3 – Terms of the Offer for further within its portfolio. details on withdrawals. It is recommended that you only invest money that you do not expect to need access to for a Performance-based fee only, with low fixed costs. number of years. A withdrawal charge of up to 10% applies Investing in early-stage companies is traditionally expensive to amounts that are redeemed. See the What fees will you and often associated with high fixed fees and costs, which pay? section below for further details. can quickly erode the value of a fund that is not consistently delivering high investment returns. In this Fund, we only In the event of a sale of an investment by the Fund (or by an charge a performance-based fee on returns above a underlying fund and where the proceeds of the sale have hurdle return. This aligns the interests of the manager been distributed to the Fund), we may, at our discretion, and the investor and means we may earn high fees for make some or all of the proceeds available for withdrawal high performance, but will earn no fees for investment from the Fund. While infrequent and unpredictable, this performance below 10% per annum. See Section 7 – What may provide an opportunity for investors to redeem some are the Fees? For further details. of their units at the Fund’s Unit Price which would not be subject to the withdrawal charge. Portion of the capital of the Fund deployed. As a continuous issuer, the Fund anticipates it will issue new All withdrawals are processed at the Unit Price applicable units on a monthly basis and may undertake specific capital on the day of withdrawal. The Unit Price is calculated as raising activities. The extent to which suitable investment described in the table above. opportunities are found will impact the level of uninvested cash, which will have an effect on the Fund’s return because Key drivers of returns the cash is not committed to an investment. We monitor The key drivers of returns on your investment in the Fund are: the level of cash held by the Fund to ensure that, so far as Success of the investee business. An early-stage business practicable, it is appropriate for the level of future expected is a high-risk investment. Many early-stage businesses fail investment opportunities. to achieve their objectives or to reach profitability. Key Further information about the key drivers of returns for the drivers of a successful early-stage business are typically: Fund and the key strategies and plans we take in respect • Success in proving the effectiveness of their of those drivers is provided in Section 2 – What the Booster technology and product market fit; Innovation Fund invests in under the heading ‘Future • Success in establishing a strong customer base; Performance of the Fund’. • Degree of protection of the intellectual property from imitation; and • A strong senior team. In order to improve expected investment outcomes, we utilise a partnership or co-investing model, where investments are made, directly or indirectly, in conjunction with other investors who have relevant experience and expertise in investing in early-stage businesses. Booster Innovation Fund 3 Booster Innovation Fund’s financial information Selected historic financial information is presented for the period 1 April 2024 to 31 March 2025 from audited annual financial statements. For the period 1 Apr 2024 Statement of Financial Performance of the Fund to 31 Mar 2025 $'000 Investment loss (1,704) Fees and expenses (35) Net loss before tax (1,739) As at 31 Mar 2025 Statement of Financial Position of the Fund $’000 Cash 264 Investments held at fair value1 20,133 Performance fee payable - Other Payables (34) Net assets 20,363 1 These investments are presented at their fair value as at the relevant balance date. Since 31 March 2025 the Fund has acquired additional investments which as at 27 November 2025 are valued at $2.327 million, of which $0.585 million is by way of additional units in NZIB. The Fund is expected to acquire additional follow-on investments during December 2025 which it has assigned an expected value as at 27 November 2025 of $0.400 million. An independent valuation has not been obtained in respect of these investments, as we (in conjunction with our investment partners) consider we have sufficient information to assess their value. See Section 4. How the Booster Innovation Fund works for more details of the valuation of investments. For a summary of the Fund’s investment exposures as at 27 November 2025, see Section 2 – What the Booster Innovation Fund invests in. Key risks of this investment Liquidity and withdrawal risk. This is the risk that, due to the Fund facilitating limited and infrequent withdrawals, Investments in managed investment schemes are risky. an investor is unable to sell their investment at a time that You should consider whether the degree of uncertainty suits them or that when seeking to sell through the NZX about the Fund’s future performance and returns is suitable they are unable to find a buyer, or that the NZX quoted for you. The price of the Fund’s units should reflect the price of the units is lower than the Unit Price, or in certain potential returns and the particular risks of these units. circumstances, trading of the Fund’s units on the NZX is We consider that the most significant risk factors that could suspended. This may affect the timing or value obtained by affect the value of the Fund’s units are: an investor wishing to sell their investment. A business fails to successfully commercialise its Concentration of investments. This is the risk that the intellectual property. This is the risk that an early-stage value of the Fund’s investment returns do not meet the company in which the Fund has invested does not meet long run expectations of a well-diversified portfolio of expectations, resulting in a low investment return or total early-stage investments due to the investments being loss of capital invested, which may reduce the return of the concentrated in particular sectors, or concentrated in a Fund’s portfolio overall. particular stage of business development, or by holding a Higher volatility of returns than traditional equity relatively small number of investments. Currently the Fund investments. Due to the high risk of early-stage businesses, has over 35 investments and as a result, the returns of the their value can fluctuate widely over short timeframes, Fund may be more volatile compared to a more diversified depending on the progress they make against their portfolio. Concentration could also occur following a business plans and market conditions, the confidence significant upward revaluation of an investment due to its of their shareholders in the likelihood of their success, success, resulting in a single company becoming a large and the willingness of existing and potential investors to portion of the Fund value. contribute more capital to continue to support the business. This means the value of investments may go up and down faster and further in comparison to investing in many other investment classes (including listed equities). 4 Booster Innovation Fund Valuation uncertainty. This is the risk that the fair value of Capital contributions are insufficient to achieve and each of the investments is inherently uncertain due to the maintain diversification. This is the risk that the Fund does subjective nature of valuations, meaning our assessment of not raise sufficient capital (whether through receiving new the fair value of the investments (reflected by the Unit Price) investment or the sale of an existing investment) to allow it may be different to other assessments of the fair value of to obtain and maintain a diverse portfolio of investments. the Fund’s investments and may impact an investor’s ability This summary does not cover all of the risks. You should also to buy or sell units at their own assessment of the fair value. read Section 6 – Risks to returns from the Booster Innovation Fund. What fees will you pay? The table below summarises the fees and expenses that you will be charged to invest in this Fund. Further information about fees is set out in Section 7 – What are the fees? A summary of the fees and expenses and the basis on which they are charged is: Fee Category2 Fee Type and rate Based on Paid to Performance Where the Fund’s performance exceeds the hurdle rate Excess return Booster based fee of return (of 10% per annum), we are paid an annual above the hurdle performance-based fee (in units in the Fund) equal to 20% rate of return. of the excess return. Capital raising Direct expenses incurred in securing the commitment Actual expenses External parties expenses of future capital to the Fund such as brokerage or incurred. such as brokers. underwriting fees. Other fund Direct expenses of the Fund up to $30,000 + GST per year Actual expenses External parties administration may be charged to the Fund. These expenses include the incurred (capped such as the expenses costs related to the supervisor, audit, Fund related legal at $30,000 +GST supervisor, auditor, fees, NZX listing related fees and independent valuations. per annum). valuers, NZX and Any direct expenses above $30,000 + GST per annum are legal advisers. paid by Booster. Other fund The Fund holds units in NZIB and may, in future, hold Actual expenses External parties administration interests in other underlying funds. NZIB and these other incurred. such as the expenses from underlying funds may also incur fund administration costs trustee/supervisor, underlying funds such as audit, independent valuations, legal fees and auditor, valuers, independent director fees (if any). legal advisers These are not subject to the $30,000 + GST per annum cap and independent referred to above. directors (if any). Management fee No management fees are charged n/a n/a Withdrawal charge For withdrawals made directly from the Fund, a withdrawal Value of amount Retained by the charge will be applied. withdrawn from Fund to cover the After the 5th anniversary of your acquisition of the units the Fund funding cost of the being redeemed, the withdrawal charge is capped at 5% of cash available for the amount redeemed. withdrawals. Withdrawals before the fifth anniversary of your acquisition of the units being redeemed incur a higher charge, starting at 10% of the amount redeemed, and reducing by 1% for each complete year since the units being redeemed were acquired. Note this charge does not apply where the Fund has made funds available for withdrawal from the proceeds of the sale of an investment, nor to sales of units on the NZX. NZX brokerage fee If you buy or sell units in the Fund through an NZX Value of NZX Participant Participant (such as a broker), they may also charge you a transaction fee for their services. (minimums may apply) We have not provided any prospective financial information in respect of this Fund, and as a result are unable to provide any estimates in respect of the performance-based fees to be charged. It is estimated that total other fund administration expenses (including from underlying funds) of $51,000 (plus GST) will be incurred for the current financial period. 2 Goods and Services tax (GST) is not included in any of the fees stated. GST will be added to any fees where applicable, including to the performance-based fee. Booster Innovation Fund 5 If you acquire units on the NZX, you cannot automatically redeem them from the fund. To be able to redeem them you will need to apply to Booster to transfer the holding of those units to the custodian Asset Custodian Nominees Limited (ACNL) – contact Booster if you want to explore this. If this transfer is done and you then seek to redeem your units from the fund, in the absence of satisfactory proof of the date you acquired the units on NZX we will take the acquisition date for the purposes of calculating the withdrawal charge as the date the units transferred to ACNL. As a percentage As a dollar Fees and expenses to 31 March 2025 of average net value asset value3 Fees and expenses charged by the manager and its associated persons4 $0 0% Fees and expenses charged by other persons Includes costs paid to the supervisor, auditor, Fund related legal fees, independent valuations (direct and $59,015 0.30% through underlying funds) Total $59,015 0.30% 3 The percentage is calculated based off the dollar amount divided by the average net asset value of the Scheme’s Fund for the relevant period. 4 The performance-based fee is calculated and paid (in units) for the financial period ended 31 March each year. How will your investment be taxed? The Fund is a Listed Portfolio Investment Entity (PIE). The amount of tax that the Fund pays is calculated at the rate of 28% on its taxable income, which includes interest, dividends, and deemed dividends for foreign investments, but excludes capital gains it makes on the sale of its share interests. See Section 8 – Tax for more information. 6 Booster Innovation Fund Table of contents Section 1 Key information summary Page 2 Section 2 What the Booster Innovation Fund invests in Page 9 Section 3 Terms of the offer Page 44 Section 4 How the Booster Innovation Fund works Page 46 Section 5 Booster Innovation Fund’s financial information Page 50 Section 6 Risks to returns from Booster Innovation Fund Page 51 Section 7 What are the fees? Page 54 Section 8 Tax Page 57 Section 9 About Booster and others involved in Fund Page 58 Section 10 How to complain Page 59 Section 11 Where you can find more information Page 59 Section 12 How to apply Page 59 Booster Innovation Fund 7 At Booster, we’re passionate about supporting Kiwi innovation, and creating investment opportunities for every New Zealander. — Di Papadopoulos New Zealand has a reputation for ingenuity and resourcefulness. This practical problem-solving mentality of the past has been replaced by modern day innovators and researchers building impact businesses which seek to solve global problems. To have the opportunity to thrive, these Kiwi businesses need investment. When they are successful, investors benefit and so do we as a nation. New Zealand universities are an important source of science and innovation and we have partnered with this sector to connect investors and innovative companies. In 2018, we established our first investment partnership with Wellington UniVentures Ltd, a wholly owned subsidiary of Victoria University of Wellington to ensure we have the opportunity to invest in their spin out businesses, earlier in their journey. This partnership expanded in 2021 to include Otago Innovation Ltd, a wholly owned subsidiary of University of Otago and most recently, Auckland UniServices Ltd, a wholly owned subsidiary of the University of Auckland, joined the partnership. These important collaborations provide our investors with unique access to investment opportunities. Companies the Booster Innovation Fund has invested in are developing many important solutions to a variety of problems including human health and animal welfare, clean energy, energy efficiency, food security and many other global challenges. With the fund, we have made a strong commitment to support more of these young businesses to become sustainable, and to build more valuable partnerships with research organisations to support a pipeline of innovation. Importantly we have also committed to providing all Kiwis the opportunity to invest in the future of these young companies, which are traditionally only available to wholesale investors. By investing into these businesses together, we can help keep jobs and the financial benefits of innovation in New Zealand for longer and recycle Kiwi money back into great Kiwi businesses. Diana Papadopoulos CEO, Booster Financial Services Limited 8 Booster Innovation Fund 2. What the Booster Innovation Fund invests in Key Features of the Fund the company intellectual property strategy. Typically, the company secures initial investment in the order of $1 million The Fund provides investors with an opportunity to invest and this takes the company through the first 18 months of in a specialised portfolio of early-stage companies founded its existence. on intellectual property originated or developed in New Zealand that are selected on the basis that they have the Early stage (or sometimes referred to as ‘start-up’). potential to become commercially successful globally. This stage frequently involves more than one investment which provides funding for product development, pilot The Fund aims to support the development of viable production, team expansion and the first sales. Capital companies based on intellectual property that create high funding typically provides the business with sufficient cash value jobs, exports and international opportunities for for up to 2 years. New Zealand. The Fund seeks to make it possible for these companies to continue to grow from New Zealand. Expansion (or sometimes referred to as Series A, B etc.) At this stage the company has proven its technology and is Research, summarised below, has shown that a portfolio seeking to expand its market share and scale its business of early-stage companies potentially delivers significantly operations and capability. higher returns than broader listed equity markets. The Fund’s investment strategy is to seek to hold a diversified As a company progresses through these stages, its risk is portfolio of early-stage businesses to maximise the potential normally reduced, particularly the technology and market for achieving such a return. risks, the time to profitability reduces, and valuations typically increase to reflect this. The Fund intends to invest in all stages of company development from formation through to being an The Fund’s investments all have a common element – established business (which are collectively referred to as intellectual property originated or developed in New ‘early-stage’ in this document): Zealand and are seeking to solve global problems and build great businesses which gives the Fund the potential to Company formation (or sometimes referred to as ‘seed’). positively impact the world we live in. We (together with This is the pre-revenue company establishment stage once our co-investment partners) have strong networks and the intellectual property is ready for commercialisation. experience in both the public and private sector. We have It involves the employment of initial staff, formation of established an initial portfolio of investments in a range the Board, confirmation of the business model including of sectors and industries and underpinned by a range of product development, market validation and initiating technology and science capabilities. Investing in Early Stage Businesses • Volatility. The data referred to above also showed that volatility of returns (the amount of annual variation of Investment Returns returns) was on average approximately three times higher Guidance on the return potential from early-stage private than for the listed equity market. company investment can be taken at a high level by • Failure Rate. As an illustration of high failure rates in performance analysis of the (US) FTSE Venture Capital Index early-stage businesses, the United States National Venture (previously known as the Refinitiv Venture Capital Index, and Capital Association has estimated that 25%-30% of before that the Thomson Reuters Venture Capital Index) 5. venture-backed businesses fail, while Harvard Business While this established index is well diversified and focused School research in 20126 estimated that 75% either fail or on venture capital (which in the US can range from start-up only partially return the capital committed by investors. companies through to listing or sale to a larger company), Both are consistent with typical rules of thumb in venture it does provide some insight into the enhanced risks and capital investment, where two to three investments out potential rewards of investing in this sector. of ten make some capital return and one or two out of ten Since its inception in 1995, the Venture Capital Index has risen investments would be expected to produce substantial well ahead of the equivalent listed market (using the S&P 500 returns, driving overall results. as a proxy), with the excess returns averaging 10% p.a. On a Data from New Zealand Venture Investment Fund7 is medium term (rolling 5 year) basis, the only notable period of somewhat consistent and indicates that 28% of start-up the venture capital index materially underperforming the listed investments fail after an average of 4 years. Therefore, market was following the bursting of the ‘technology bubble’, there is a risk that you may not be able to recover your where index returns were behind the S&P 500 for five-year original investment in part or in whole and/or you may not periods ending between 2004 and 2007 and again in 2022 due receive the returns you expect due to the inherent risk of to inflationary pressure and geopolitical disruptions. There early-stage equity investment. has been some less material lag in returns for five-year periods since 2023, with excess returns averaging 0% (albeit absolute Diversification or investing in a diversified fund, is therefore returns were still positive). key to ensuring the specific investment risk is adequately mitigated. We utilise our extensive professional networks Investment Risks to access investment opportunities to help build a diverse portfolio of investments. Early-stage equity investing comes with higher risk on an individual company basis: 5 The FTSE Venture Capital Index seeks to replicate a benchmark which is constructed based on observed valuations of venture-backed firms at discrete points in time, such as during funding rounds, acquisitions, and exits. The data is extended in a model which then provides more frequent estimates of value based on observable market indicators, and has a return history dating back more than 25 years. The NZ experience may differ from the US experience, although US investors are participants in the New Zealand venture capital market. 6 The Wall Street Journal 19 September 2012 – The Venture Capital Secret: 3 Out of 4 Start-Ups Fail, quoting a research paper by Shikhar Ghosh, a senior lecturer at Harvard Business School. 7 New Zealand Venture Investment Fund report – NZ early stage company investment valuations December 2018. Booster Innovation Fund 9 Statement of Investment Policy and The investments are assessed against a range of investment criteria that consider the quality of the New Zealand Objectives and Investment Strategy innovation, the quality of the company leadership, market The Statement of Investment Policy and Objectives (SIPO) of access, the commitment obtained from a specialist third the Fund and its investment strategy are summarised below. party investor and the capital required to build a sustainable business. Investment Objective The Fund will balance allocations of capital between seed/ The Fund aims to provide investors with an exposure to a early-stage investment rounds and subsequent expansion diversified specialised portfolio of early-stage companies investment rounds to construct its portfolio. Seed/early- founded on intellectual property originated or developed in stage investment rounds into any one company will on New Zealand. average be at a lower amount than placements in expansion Investment Strategy rounds, which could be over two times higher. The Fund will The Fund will seek to invest in a diversified portfolio of have further information about a company’s progress since investments in conjunction with a range of other specialist the Fund’s seed/early-stage investment and will be able investors, across a range of different business sectors and to review the company’s ability to deliver on its business stages of development to optimise the expected returns plan. This will inform the Fund’s subsequent investment from early-stage investments. decision to support companies that are demonstrating good progress against milestones. The Fund will typically allocate The key elements of the Fund’s strategy are: a larger portion of its total funds to expansion investment • Partnering; rounds compared to seed/ early-stage investment rounds to • Diversification; and help mitigate overall investment risk. • Co-investing. Return Objective • Partnering. The Fund will seek to partner with entities The Fund aims to deliver a significant total rate of return that have expertise in developing and commercialising (net of fees but before tax) that outperforms the NZX 50 intellectual property. For example, we have close Index over rolling 15-year periods. relationships with the wholly owned subsidiary Investments companies responsible for research commercialisation for Victoria University of Wellington, University of While the Fund’s main investments are intended to be in Otago and the University of Auckland (through NZIB) New Zealand equity securities (including instruments that and are developing other similar relationships. We provide an equity-like exposure), its permitted investments (together with our investment partners) have extensive also include cash, cash equivalents or loans, and to invest experience and networks in the public and private overseas where the business is commercialising intellectual research sectors in New Zealand, which gives the Fund property originated or developed in New Zealand. The Fund greater visibility and access to investment opportunities can obtain these investment exposures either by investing as they arise. directly in these investments, or indirectly by investing in NZIB and other underlying funds such as managed • Diversification. The Fund will seek to diversify its investment schemes and limited partnerships. portfolio by investing in many businesses, and intend for those investments to be spread across a range The Fund’s benchmark asset allocation and ranges are as of business sectors and technologies and across the follows: different stages of a company’s development. As we Sector8 Benchmark Range extend our professional networks with different entities that have specialised areas of focus or expertise, such Cash and cash as biotechnology, software or plant research, this 2% 0% - 100% equivalents9 provides increased diversification opportunities. • Co-investing. The Fund will seek to invest alongside Equities9 98% 0% - 100% other investors or companies with relevant expertise in the field of each new venture to provide the Fund access to additional investment opportunities and Fixed Interest 0% 0% - 25% expertise. Co-investing has the benefit of reducing risk (as a greater number of investments can be made with As at 27 November 2025, the Fund holds 51.0% of its lower capital committed to any individual business) investment through NZIB and it is through that investment and reducing acquisition costs (as due diligence is that the Fund obtains exposures to NZIB’s portfolio of early- performed by those with relevant expertise and shared stage companies to meet the Fund’s benchmark investment across the partners). objective and strategy. For a summary of the Fund’s Investment opportunities are identified either directly by investment exposures through NZIB as at 27 November 2025, us or via our investment partners and co-investors. We see Section 2 – What the Booster Innovation Fund invests in. proactively engage our network to identify opportunities at Borrowing regular pipeline meetings with co-investors, attendance at The Fund is not permitted to borrow, either directly or via innovation and investment events and discussions with tech its underlying funds, though this does not preclude the transfer and commercialisation offices at New Zealand’s investee entities themselves from borrowing in the ordinary Universities and Public Research Organisations. course of their business. 8 The Fund can invest in these sectors either by investing directly in these investments, or indirectly by investing in NZIB and other underlying funds such as managed investment schemes and limited partnerships. 9 The Fund may hold a large proportion of cash for a period of time following receipt of application monies as it seeks to acquire interests in businesses that meet the investment criteria of the Fund, or following the sale of an investment. Equities includes securities that provide an equity-like exposure such as convertible notes, limited partnership interests and Simple Agreement for Future Equity (SAFE) notes. 10 Booster Innovation Fund Changes to the SIPO and Investment Strategy The SIPO and investment strategy for the Fund are reviewed on at least an annual basis by us or where a significant event has occurred that would necessitate a review, such as a change in legislation. Any changes are formally approved by the Investment Committee and Booster’s Board. We may change the SIPO and the investment strategy from time to time without notifying you. We will consult with the Supervisor of the Scheme, Public Trust, and give them written notice of any changes before they take effect. Investors will be advised of any material changes in the Scheme’s annual report. The most current version of the SIPO can be found on our website www.booster.co.nz Investment Structure The Fund invests in a range of early-stage businesses either directly or via underlying funds. The current investment structure of the Fund is outlined below: Booster Innovation Fund (BIF) NZ Innovation Booster LP (NZIB) Investments held via NZIB Direct holdings Advemto Ltd Avasa Ltd Orbis Diagnostics Ltd Allegro Energy Pty Ltd BioLumic Inc OrbViz Holdings Ltd Amaroq Therapeutics Pty Ltd BioOra Ltd Scentian Bio Ltd Bontia Bio Ltd B.Spkl Ltd Sensor Holdings Ltd Chitogel Ltd Cadmus Animal Health Ltd TamoRx Ltd Ferronova Pty Ltd Captivate Technology Ltd Tectonus Ltd Inhibit Coatings Ltd Calocurb Ltd The Sustainable Care Company Ltd InsituGen Ltd Hot Lime Labs Ltd Woolchemy NZ Ltd Liquium Ltd Indus Ltd Wych Ltd Marama Labs Ltd Jaipuna Ltd ZeroJet Ltd Solros Therapeutics Ltd Kai's Education Ltd Zincovery Process Technologies Ltd Tasmanlon Ltd Komodo Holdings Ltd Wellumio Ltd MACSO Technologies Ltd XFrame Ltd Mars BioImaging Ltd My Better Breathing Ltd Investments held via Matū Fund Nutrition from Water Inc Alimetry Ltd Opo Bio Ltd Codify Asset Solutions Ltd Other underlying fund structures may be established as new relationships are formed for the origination of investments or to support investment partnering arrangements that the Fund may develop. Any investments that have gone into liquidation have been excluded, but those not in liquidation but not currently active (four as at the date of this document) are included. Booster Innovation Fund 11 Holdings A summary of the Fund’s holdings as at 27 November 2025 is as follows: Business Company Business Sector Business Sub-Sector Development Stage Advemto Limited10 Materials and technologies Scientific Instrumentation Early stage Screening and diagnostics Alimetry Limited10,11 Life sciences and medical technologies Expansion – human health Allegro Energy Pty Limited10 Energy and clean technologies Energy storage Expansion Amaroq Therapeutics Pty Limited10 Life sciences and medical technologies Life sciences – human health Seed Avasa Limited Life sciences and medical technologies Medical devices Early stage BioLumic Inc Materials and technologies Agriculture technologies Expansion BioOra Limited Life sciences and medical technologies Life sciences – human health Expansion Bontia Bio Limited10 Life sciences and medical technologies Synthetic Biology Seed B.Spkl Limited Energy and clean technologies Green hydrogen technologies Seed Cadmus Animal Health Limited Life sciences and medical technologies Animal Health Seed Calocurb Limited Life sciences and medical technologies Health supplements Expansion Captivate Technology Limited Energy and clean technologies Carbon capture Seed Chitogel Limited10 Life sciences and medical technologies Biotechnology – human health Expansion Codify Asset Solutions (CAS) Information technology services Building industry software Early stage Limited10,11 Screening and diagnostics Ferronova Pty Limited10 Life sciences and medical technologies Expansion – human health Hot Lime Labs Limited Energy and clean technologies Carbon delivery for horiculture Early stage Indus Limited12 Information technology services Financial technologies Seed Inhibit Coatings Limited10 Materials and technologies Material coatings Seed Screening and diagnostics InsituGen Limited10 Life sciences and medical technologies Seed – animal and human health Jaipuna Limited Information technology services Education technologies Early stage (trading as Amy.app) Kai's Education Limited Information technology services Education technologies Early stage Komodo Holdings Limited Information technology services Education Technology Early stage Liquium Limited10 Energy and clean technologies Catalysts for ammonia production Seed MACSO Technologies Limited Information technology services Animal health Early stage Marama Labs Limited10 Information technology services Software and measurement hardware Early stage Mars Bioimaging Limited Life sciences and medical technologies Medical diagnostics Expansion My Better Breathing Limited Life sciences and medical technologies Medical devices Seed (trading as Good Air) Nutrition from Water Inc. Materials and technologies Food nutrition Early stage (previously WholeFish Limited) Opo Bio Limited Materials and technologies Cellular agriculture Seed 12 Booster Innovation Fund Screening and diagnostics Orbis Diagnostics Limited Life sciences and medical technologies Early stage – human health OrbViz Limited Information technology services Analytics and business intelligence Seed Scentian Bio Limited Information technology services Smart sensors Early stage Sensor Holdings Limited Information technology services Augmented and virtual reality Expansion (trading as StretchSense) Solros Therapeutics Limited10 Life sciences and medical technologies Life sciences – human health Seed The Sustainable Care Company Energy and clean technologies Consumer products Expansion Limited (trading as Cleanery) TamoRx Limited Life sciences and medical technologies Life sciences – human health Seed TasmanIon Limited10 Energy and clean technologies Energy storage Seed Tectonus Limited Materials and technologies Construction materials Expansion Wave Propulsion Limited Energy and clean technologies Electric systems Expansion Wellumio Limited10,12 Life sciences and medical technologies MRI scanners Seed Woolchemy Limited Materials and technologies Natural materials Early stage Wych Holdings Limited Information technology services Financial technologies Seed XFrame Pty Limited10 Materials and technologies Construction materials Expansion Zincovery Limited Energy and clean technologies Materials recycling Early stage 10 Investments are held indirectly via an interest in NZIB. 11 Investments are held indirectly via NZIB which has an interest in the specific investees through an agreement with the Matū Karihi fund. 12 A portion of the Investments are currently held via convertible notes or securities convertible to equity. As at 27 November 2025, the Fund has not committed to any investment in a company it is not already invested in. Portfolio value by business stage Portfolio value by sector 3% Cash 16% Seed 3% Cash 33% Life sciences 24% Energy & clean & medical technologies technologies 20% Early 10% Information 61% Expansion stage services 30% Materials & technologies technology Portfolio value by individual holding This chart shows the relative size of each investment in which the Fund held an interest in as at 27 November 2025 (as a proportion of NAV). Commercial confidentiality obligations restrict the identification of each investment. 0% 25% 50% 75% 100% Booster Innovation Fund 13 The net asset value of the Fund at 27 November 2025 was $23.4 million. Each investment is founded on intellectual property and inventions from one of New Zealand’s leading research institutions and New Zealand private sector. Information on each of the investments held by the Fund as of 27 November 2025 are provided below. Further information is available on the website of each of the companies, which you can reach by following the links below, or from our website at: www.booster.co.nz 14 Booster Innovation Fund Life Sciences and Medical Technologies Company Summaries The Fund has holdings in the following companies developing technologies discovered in New Zealand to improve healthcare and patient outcomes. Alimetry Limited Fund shareholding 0–5% Company establishment 2019 Screening and diagnostics – Sub-Sector human health Alimetry has developed a US FDA approved Company stage Expansion wearable, non-invasive medical device and software platform for the rapid and detailed diagnosis of a range of gastrointestinal (GI) Greg O'Grady, Key people disorders. Their objective measurement Armen Gharibans approach improves the traditional “symptoms approach” diagnostics, reducing uncertainties, Erik Engelson, Armen time, and cost, to both patients and clinicians. Gharibans, Vignesh Kumar, Directors Gregory O'Grady, Mark Stuart, Developed at the University of Auckland’s Alistair McCreadie Bioengineering Institute, Alimetry is built on more than a decade of fundamental research in both clinical and academic settings, Website alimetry.com led by Professor Greg O’Grady as CEO. The company is working closely with Key Opinion Leaders (KOLs) within the GI field to Technology origin University of Auckland establish their presence within the market. Amaroq Therapeutics Pty Limited Fund shareholding 0–5% Company establishment 2021 Sub-Sector Life sciences – human health Amaroq Therapeutics, a biotech spun out of University of Otago, is advancing Company stage Seed its programs to develop next-generation RNA therapy to target cancer. The Amaroq Therapeutics team, are exploring the Key people Partha Das use of lncRNA molecules as therapeutic targets and diagnostic markers in the treatment of cancer. They are working on therapies to treat common David Christensen, Directors cancers such as breast, colorectal and liver cancer. Phil Kearney The study of long non-coding RNAs (lncRNAs), often referred to as “dark matter” of the Website amaroqtx.com genome, are molecules naturally present in cells. They have become a focus of research globally as they can act as key cell Technology origin University of Otago regulators despite not coding for proteins. Booster Innovation Fund 15 Avasa Limited Fund shareholding 0–5% Company establishment 2018 Sub-Sector Medical devices Company stage Early stage Avasa was established in 2018 to commercialise a Nandoun Abeysekera, novel implantable medical device, initially backed Key people A/Prof Jon Mathy by the University of Auckland, that aids in complex microvascular artery and vein reconstruction. Nandoun Abeysekera, This process of artery and vein reconstruction has Directors Saum Vahdat, Byron van Vugt historically been done by surgeon’s hand sewing, leaving an opportunity for Avasa’s innovation to disrupt the current ‘normal’. Avasa advise that Website avasa.io early testing of it’s unique product has shown the benefits by improving safety and reversibility of the procedure, whilst making the process Technology origin University of Auckland faster and easier for surgeons to complete. BioOra Limited Fund shareholding 0–5% Company establishment 2021 Sub-Sector Life sciences – human health Company stage Expansion BioOra aims to make personalised cell therapies known as Chimeric Antigen Receptor (CAR T) John Robson, Karen Johnson, Key people therapies accessible to all. CAR T-cell therapy Alex Galbon, Kirsty Cullen is a treatment that has the potential to cure certain cancers by modifying a patient’s own Laurence Cooper, immune cells (T-cells) to fight cancer cells. Peter Crabtree, Directors Cyrus Mirsaidi, John Robson, However, treatment is costly and not Saum Vahdat yet available in New Zealand. BioOra was founded in collaboration with Malaghan Institute of Medical Research to break Website bioora.com down these barriers by commercialising an automated manufacturing process that seeks to Malaghan Institute of significantly reduce patient costs and improve Technology origin Medical Research (MIMR) accessibility to this transformative treatment. 16 Booster Innovation Fund Bontia Bio Limited Fund shareholding 10–15% Company establishment 2024 Sub-Sector Synthetic Biology Company stage Seed Emily Parker, Key people Matthew Nicholson, Kelly Styles, Taylor Hibbard Bontia Bio is a biotechnology company Emily Parker, that is utilising its proprietary synthetic Matthew Nicholson, biology technologies to create scalable Directors Anthony Simpson, production systems for commercially Sandhya Sriram valuable compounds from nature. Founded on research out of Victoria University of Wellington, these products Website bontiabio.com have potential application in active pharmaceutical ingredients (APIs) for human Victoria University of and animal health applications, and as pesticide Technology origin Wellington compounds for use in crop protection. Cadmus Animal Health Limited Fund shareholding 5–10% Company establishment 2021 Sub-Sector Animal health Company stage Seed Key people Duncan Mackintosh, Rana Ali Elliott Dunn, Cadmus Animal Health was established to Directors Duncan Mackintosh, develop and commercialise an immunotherapy Anne-laure Puaux for the treatment of chronic periodontal disease, directed towards the bacterium Porphyromonas in companion animals. Website cadmusah.com Administration of Cadmus’ product is expected to reduce existing disease burden and bring protection from the progression Technology origin Private sector of chronic periodontitis and a reduced requirement for further dental treatment. Booster Innovation Fund 17 Calocurb Holdings Limited Fund shareholding 0–5% Company establishment 2017 Sub-Sector Natural supplements Calocurb was established in 2017 to commercialise Company stage Expansion a bioactive ingredient, sourced from New Zealand hops, which has been developed in collaboration with Plant and Food Research of New Zealand. The Key people Sarah Kennedy products Calocurb have developed are targeting appetite management to assist people with chronic Brigette De Lambert, and debilitating obesity, a growing health epidemic Directors James Draper, Lei Wang, internationally. Calocurb believe the active Sarah Kennedy ingredient is the only natural, non-prescriptive alternative to highly expensive prescription drugs designed to assist this cohort of individuals. Website calocurb.co.nz Calocurb state their products are scientifically researched, 100% plant-based and provide individuals with an affordable alternative Technology origin Plant and Food Research to support their health needs. Chitogel Limited Fund shareholding 0–5% Company establishment 2014 Biotechnology – human Sub-Sector health Company stage Expansion Edward Lamb, Key people Stephen Meyer Chitogel is a medical device company with Simon Robinson, an advanced manufacturing facility based Directors Kevin Schimelfenig, in Lower Hutt. They sell medical kits in Peter Wormald multiple international markets that optimise the wound healing environment and improve patient outcomes following sinus surgery. Website chitogel.com Originating from University of Otago research, Chitogel’s developments are backed by over 10 years of research and clinical Technology origin University of Otago evidence, including 17 published studies and scientific papers and the observation of successful outcomes of sinus surgeries. 18 Booster Innovation Fund Ferronova Pty Limited Fund shareholding 0–5% Company establishment 2016 Screening and diagnostics – Sub-Sector human health Company stage Expansion Ferronova is a cancer diagnostics company, developing surgical oncology tracer systems Key people Stewart Bartlett for improving the staging of complex cancers. More than 40% of people will be diagnosed with Stewart Bartlett, cancer during their lifetime. Successful cancer Dr John Parker, treatment relies on accurate staging of how far, Directors Declan Cassells, and where cancer has spread from a primary Stephanie Morris tumour. Ferronova state that studies in gastric and oesophageal cancer show up to 56% of patients with early-stage disease have micro-metastasis Website ferronova.com.au in lymph nodes that are currently undetected. Ferronova’s injectable magnetic and fluorescent Victoria University of tracers are designed to less invasively, more Wellington, University Technology origin quickly, and more accurately map the pathways of South Australia and of the spread of cancer to lymph nodes. University of Sydney InsituGen Limited Fund shareholding 5–10% Company establishment 2020 Screening and diagnostics – Sub-Sector animal and human health Company stage Seed InsituGen has developed a range of Alison Heather, Key people bioassays for the detection of specific Matthew Bull hormones in biological samples. Thomas Bechter, They have a range of products including Directors Oliver Gehrig, Gary Pace, veterinary tests for measuring hormone Andrea McKenzie activity in companion animals to determine the appropriate time to neuter, detection of doping in the equine industry (they have partnered Website insitugen.com with Berlinger Special AG, a global supplier of doping control equipment to extend their market reach), and a system for environmental Technology origin University of Otago monitoring to detect hormone contamination. Booster Innovation Fund 19 Marama Labs Limited Fund shareholding 5–10% Company establishment 2019 Software and measurement Sub-Sector hardware Company stage Early stage Dr Brendan Darby, Key people Dr Matthias Meyer, Prof Eric Le Ru Marama Labs develops scientific hardware and data analytics solutions to help customers Dr Brendan Darby, improve the quality of their products. David Bowles, Directors Prof Eric Le Ru, At the core of Marama Labs’ platform is it’s UV-Vis Mark Bregman spectroscopy, the CloudSpec, that accurately analyses light spectra in cloudy liquids. maramalabs.com Marama Labs is primarily targeting the Website cloudspec.co.nz life sciences sector with their technology biopharma where it is critical to understand Victoria University the underlying chemistry of a cloudy Technology origin of Wellington liquid to quantify biomolecules. MARS Bioimaging Limited Fund shareholding 0–5% Company establishment 2007 Sub-Sector Medical diagnostics Company stage Expansion MARS Bioimaging (MBI) was founded to commercialise cutting-edge bioimaging Dr Ojas Mahapatra, technology in spectral molecular imaging. Key people Mark Figgitt, Anthony Butler, This combines features of X-ray, CT, MRI & Bob Senzig PET in 3D, high resolution, quality, colour Philip Butler, Colin Dawson, images for point-of-care diagnosis. Directors Christopher Stoelhorst, This system is based on the next generation Paul Muckleston, Ashish Diwan of x-ray detectors which were originally developed in collaboration with CERN, University of Canterbury, University of Otago, Website marsbioimaging.com and other partners. They have recently partnered with Hospital for Special Surgery University of Canterbury, (HSS) in the US to advance musculoskeletal Technology origin CERN imaging and diagnostics in clinical settings. 20 Booster Innovation Fund My Better Breathing Limited Fund shareholding 0–5% Company establishment 2021 Sub-Sector Medical device Company stage Seed My Better Breathing Limited, is a patented mechanical breathing technology, known as Goodair Nosebuds. The nose buds provide a non- Key people Kerri McMaster, David White invasive, non-drug, effective nasal congestion solution, which allows natural function and improved nasal patency. The nose buds apply Directors Carl Jones, Kerri McMaster frequencies and airflow control to individual sides of the nose to correctly sense nasal airflow and deliver nasal breathing neurotherapies offering Website goodairnosebuds.com individuals an alternative to nasal decongestants or antihistamines. The technology was developed Auckland University by Professor David White, from the BioDesign Technology origin of Technology Lab at Auckland University of Technology (AUT). Orbis Diagnostics Limited Fund shareholding 0–5% Company establishment 2016 Screening and diagnostics – Sub-Sector human health Orbis is addressing global healthcare challenges by making personalised diagnostic testing Company stage Early stage simple and accessible in multiple settings. Orbis is developing, a ‘lab on a disk’ testing Miriam Cather Simpson, platform that uses proprietary microfluidic Key people David Williams technology to miniaturise and automate accurate lab testing for use at the point of care. Orbis Allan Goldberg, Brent Oglive, recognised how the unique features of the Directors Sarah Park, Miriam Cather system could help people determine their relative Simpson level of immunity. With their first application in Covid-19 testing, Orbis have now adapted to a broader system for the platform, enabling Website orbisdiagnostics.com Orbis to take on infectious diseases and various types of assays. The company is working with pharmacy chains and partners to bring its tests Technology origin University of Auckland to market in New Zealand and overseas. Booster Innovation Fund 21 Solros Therapeutics Limited Fund shareholding 5–10% SolrosTx Company establishment 2024 Sub-Sector Life sciences – human health Company stage Seed David Christensen, Directors Solros Tx Limited is seeking to commercialise Elliot Dunn, Melissa McBurnie brain health focused therapies that take advantage of novel mechanisms of action. They believe that neurology and brain health are of interest Website N/A to global pharmaceutical companies. Founded on research from Otago University, the team aim to advance more effective treatments for Technology origin University of Otago patients suffering from neurological conditions. TamoRx Limited Fund shareholding 0–5% Company establishment 2021 Sub-Sector Life sciences – human health Company stage Seed Dr Joanna Mathy, Key people Professor Rod Dunbar TamoRx’s founding inventors, from University of Elliott Dunn, Auckland, School of Biological Sciences, aim to Directors Kimberlee Jordan, develop an immunotherapy medicine to help a Duncan Mackintosh patient’s immune systems destroy cancer cells. They have identified a novel biological mechanism within cells that restricts the immune system from Website N/A fighting cancer. The research team is developing a new therapy that aims to free patient’s immune systems from this restriction, increasing immune Technology origin University of Auckland attacks on cancer cells within tumours. 22 Booster Innovation Fund Wellumio Limited 5–10% Fund shareholding (indicative holding as some investment held as convertible notes) Company establishment 2019 Sub-Sector MRI Scanners Company stage Seed Dr Shieak Tzeng, Key people Dr Sergei Obruchkov Wellumio was established to commercialise a unique, world-first, portable magnetic resonance Siavosh Moussavi, imaging (MRI) device that will bring brain scans Dr Yu-chieh Tzeng, to where the stroke happens. The company was Directors Dr Sergei Obruchkov, established in September 2019 and the team Mitali Purohit are aiming to revolutionize the stroke treatment model to offer diagnosis in the critical ‘golden hour’ (first hour following the stroke). The solution Website wellumio.com aims to offer cost effective treatment that is accessible everywhere, with technology based Otago University & Victoria on Intellectual Property developed at Otago Technology origin University of Wellington University and Victoria University of Wellington. Booster Innovation Fund 23 Information Technology Services Company Summaries The Fund has holdings in the following companies developing software solutions to maximise the use of data to improve customer outcomes and value. Codify Asset Solutions Limited Fund shareholding 0–5% Company establishment 2018 Codify Asset Solutions (CAS) has developed a software platform that automates compliance, Sub-Sector Building industry software management, and auditing in a transparent manner based on open standards. Developed out of research at the University of Auckland’s School of Computer Science, CAS Company stage Early stage is initially focusing on the AECO (Architecture, Engineering, Construction, Operations) industries, supporting the ISO-standard BIM (Building Information Key people Johannes Dimyadi Modelling) and other open standards. The core of CAS software solutions, ACABIM, is a computational engine that can perform complex calculations and Robert Amor, Craig Brown, navigate through regulations and standards in a Directors Kenneth Erskine verifiable manner. It can be used to automatically check various aspects of a building design model against regulatory requirements for compliance. Website cas.net.nz This can reduce costs and improve productivity in the industry. ACABIM has been incorporated into several software solutions by CAS to assist with land development, planning through to construction, Technology origin University of Auckland facilities operations, and asset management. Indus Limited 0–5% Fund shareholding (indicative holding as investment held as securities convertible to equity) Company establishment 2024 Sub-Sector Financial technology Company stage Seed Indus is developing an investment platform to Key people Jai Goradia facilitate investment into stocks and mutual funds in India, the fastest growing major economy in the world (as defined by the International Jai Goradia, Chandra Gowda, Directors Monetary Fund, 2025). They are overcoming Andrew Arthur historical barriers to investment to offer a pathway for people residing outside of India Website indus.nz to invest in these securities within minutes. A participant in the 2025 CreativeHQ Fintech Accelerator Program, Indus’s goal is to become Technology origin Private sector a world leading platform for investment into the Indian share market for investors around the world. 24 Booster Innovation Fund Jaipuna Limited (trading as Amy.app) Fund shareholding 0–5% Company establishment 2014 Sub-Sector Education technologies Company stage Early stage The team at Jaipuna have developed a private tutoring software platform, Amy, for maths which is underpinned by artificial intelligence. Key people Raphael Nolden This aims to make learning maths easy for everyone. Amy supports learning by giving students feedback and automatically filling Directors Raphael Nolden their knowledge gaps as they learn. The company’s mission is to democratise education and make learning maths and Website amy.app other subjects easier for everyone around the world. They also work with other education providers and companies and embed Amy Technology origin Private sector into their systems to reach more students. Kai's Education Limited Fund shareholding 0–5% Company establishment 2018 Sub-Sector Education technologies Company stage Early stage Kai’s Education specialise in the development and sale of next generation, inclusive, and accessible Key people Ronel Schodt, Bruce Jackson education technology tools that empower and aid teachers in creating engaging and informative lessons aligned with critical curriculum. Rudiger Bublitz, Directors Robert Drummond, They have two products for different age Ronel Schodt, Bruce Jackson ranges that use robots and coding, along with virtual and augmented reality worlds, to teach kids subjects such as science, Website kaiseducation.com technology, engineering, and mathematics Kai’s Education tools are being used in classrooms around the world, including in New Technology origin Private sector Zealand, Australia, United States and Europe. Booster Innovation Fund 25 Komodo Holdings Limited Fund shareholding 0–5% Company establishment 2018 Sub-Sector Education Technology Komodo have developed a data- Company stage Early stage driven wellbeing platform, empowering students and enabling schools to make positive and effective interventions. Key people Chris Bacon, Jack Wood With a mission of positively impacting the lives of all students, Komodo’s platform provides a voice for students, allowing teachers to become Directors Chris Bacon, Jack Wood more aware of their mental wellbeing. It can help to reduce bullying, highlight the need for additional academic support and overall, help Website komodowellbeing.com schools become a safer and happier place for all. Komodo have already generated sales across multiple countries and their product is having a Technology origin Private sector real-life impact on students across the globe. MACSO Technologies Limited Fund shareholding 5–10% Company establishment 2021 Sub-Sector Animal health Company stage Early stage MACSO was established in 2021 to develop a cloud Key people Saba Samiei, Hwan Goh based artificial intelligence platform that uses sensors and edge artificial intelligence to remotely Behrooz Abdi, monitor customers’ operating environments, with Directors Samar Alrayyes, an initial application in the animal health sector. John Robson, Saum Vahdat MACSO’s first solution is designed to provide early detection of respiratory illnesses on commercial Website macso.ai swine farms. It is anticipated to detect disease outbreaks days before traditional means of human- based detection, with the aim of enabling farmers Technology origin Private sector to take action that can prevent catastrophic loss. 26 Booster Innovation Fund OrbViz Holdings Limited Fund shareholding 0–5% Company establishment 2021 Analytics and business Sub-Sector intelligence Company stage Seed OrbViz is a SaaS platform that seeks to transform static reports and spreadsheets into Key people Vanessa O’Brien interactive reports that stakeholders can easily access, explore, understand, and respond to. Kurt Janssen, Mads Moller, Directors By combining business intelligence and multimedia Vanessa O’Brien, David Oliver storytelling, Orbviz’s solutions let users dive from macro to micro level, accessing meaningful Website orbviz.com and personalised insights with a single click. Customers include corporates and local councils in New Zealand and Australia who use OrbViz Technology origin Private sector to communicate consumer-centric data and track engagement analytics to improve their stakeholder interaction and outcomes. Scentian Bio Limited Fund shareholding 0–5% Company establishment 2020 Sub-Sector Smart Sensors Company stage Early stage Jonathan Good, Key people Andrew Kralicek Scentian Bio is a spin-out from Plant and Food Peter Cook, Jonathan Good, Research that was established in 2020. The Directors Dean Tilyard, Marcel Van Den company is commercialising a unique sensing Assum system that can define a digital reference for a taste and smell. It is based on a replication of insect sensing receptors and can provide insight Website scentianbio.com into many settings including early detection of contaminants in food, early diagnosis of disease, or the company’s immediate priority – the quality Technology origin Plant and Food Research assessment and control of food ingredients. Booster Innovation Fund 27 Sensor Holdings Limited (trading as StretchSense) Fund shareholding 0–5% Company establishment 2019 Sub-Sector Augmented and virtual reality Company stage Expansion Christopher Chapman, Key people Todd Gisby StretchSense produces motion capture gloves that combine stretchable sensors and machine Paul Atkinson, learning to provide accurate finger tracking for a range of applications including VR training Christopher Chapman, Directors simulations, and digital animations. Benjamin O’Brien, The soft stretchable sensors used in the Michael Riley company’s products were originally developed at University of Auckland. Stretch sensors are Website stretchsense.com used for measuring the subtle movements of the human body as they are highly accurate and do not suffer from occlusion, drift or magnetic interference — factors that limit the effectiveness Technology origin University of Auckland of other types of motion capture sensors. Wych Holdings Limited Fund shareholding 0–5% Company establishment 2025 Sub-Sector Financial technologies Company stage Seed Wych has been established to support the rapid transition to open banking protocols Key people Dermot Butterfield and enable secure, real-time sharing of financial data between banks and third- party providers through standardized APIs, Directors Dermot Butterfield unlocking a wide array of innovative services. This will allow customers to securely share their financial data from their bank with other Website wych.io trusted apps or companies or to Pay by Bank. Wych’s early traction with major banks, notably its partnership with Kiwibank positions it well Technology origin Private sector to be a key enabler of the open data economy initially in Australasia and further abroad. 28 Booster Innovation Fund Materials and Technologies Company Summaries The Fund has holdings in the following companies developing novel materials, technologies and systems that have uses in multiple industries. Advemto Limited Fund shareholding 5–10% Company establishment 2022 Sub-Sector Scientific instrumentation Advemto is developing ultrafast spectroscopy tools. Spectroscopy is used in virtually all fields of science and technology to investigate and Company stage Early stage explore the nature and properties of matter. Ultrafast spectroscopy uses extremely short lights pulses to measure fast dynamics. Key people Professor Justin Hodgkiss Their spectrometers reduce the time it takes to collect data from many hours or Justin Hodgkiss, days down to just minutes, while allowing Robert Shaddock, Michael Directors measurement dynamics in proteins, as well as Brown, Johnathan Sharpe, solar cells, LEDs, and photonics materials. Caroline Williams The company is currently selling to academic groups and has established Website advemto.com distribution with an international distributor to expand their reach internationally. Victoria University Advemto is developing its next product to Technology origin of Wellington serve the large life science markets. BioLumic Inc Fund shareholding 0–5% Company establishment 2012 BioLumic uses UV light signals to unlock Sub-Sector Agriculture technologies the natural genetic potential of seeds and seedlings—without requiring use of chemicals or genetic modification. Company stage Expansion BioLumic’s technology, originating from Massey University, triggers biological mechanisms that have demonstrated increases in plant Steve Sibulkin, Key people yield, vigour, and disease resistance. With Jason Wargent global food demand increasing significantly, Adrian Percy, this is expected to be an important Johanna Wolfson, advancement in food production methods. Directors John Bedrook, Dean Tilyard, In soybean seeds, the company has shown it can Mark Houghton Brown use light signals to help produce traits and yield benefits that stack onto other treatments. In medical cannabis crops, the company’s products Website biolumic.com have been shown to increase yield by over 40%. The team have also initiated a programme funded by the Bill and Melinda Gates Foundation Technology origin Massey University to enhance the crop performance of rice Booster Innovation Fund 29 Inhibit Coatings Limited Fund shareholding 5–10% Company establishment 2016 Sub-Sector Antimicrobial applications Company stage Seed Microbial contamination is a deadly issue. Inhibit Coatings is on mission to save lives Eldon Tate, by preventing the spread of dangerous Key people Emma Wrigglesworth pathogens in hygienic environments. Inhibit Coatings produces highly effective Nina Le Lievre, Peter Lee, antimicrobial surface coatings. These coatings Directors Eldon Tate work to inhibit the growth of microbial contamination and outbreaks in facilities with high hygiene and sanitisation requirements such Website inhibitcoatings.com as food and beverage, healthcare, and transport. Inhibit Coatings is also working to develop next Victoria University generation antimicrobial medical devices to limit Technology origin of Wellington infection rates and improve patient outcomes. Nutrition from Water Inc (previously WholeFish Limited) Fund shareholding 0–5% Company establishment 2020 Sub-Sector Food nutrition Company stage Early stage Nutrition from Water (NXW), operates in the Alexander Worker, Key people food nutrition part of the deep technology Federico Duarte and engineering sector. It specialises in development of marine whey, a protein source Directors Alexander Worker produced from water and microalgae. NXW was formed in 2020, and is classified as a seed stage business, and has a key technology Website nutritionfromwater.com partnership with Cawthron Research Institute. The team’s mission is to produce complete nutrition with a low emission profile without Technology origin Cawthron Research Institute compromising functionality, taste and quality. 30 Booster Innovation Fund Opo Bio Limited Fund shareholding 5–10% Company establishment 2022 Sub-Sector Cellular agriculture Company stage Seed Laura Domigan, Key people Opo Bio produces living and non-living Olivia Ogilvie, ingredients for the production of the fast growing biomanufacturing industry Maria Alvarez Benavides, The company has identified a gap in the market Kevin Darling, Directors - the need for high quality, fully characterised, Laura Domigan, commercial grade cells to support the rapid Shivali Gulab, Olivia Ogilvie growth and affordability of biomanufactured ingredients, including meat and collagen. Website opobio.com Opo Bio is positioning themselves to become a critical link in the supply chain for the emerging biomanufacturing industry by building a multi-species and multi-cell type bank of Technology origin University of Auckland products for research and commercial use. Tectonus Limited Fund shareholding 0–5% Company establishment 2016 Sub-Sector Construction materials Tectonus was founded to commercialise the resilient slip friction joint, a unique and sustainable seismic Company stage Expansion technology that aims to increase protection of multi-storey buildings during earthquakes. Carl Beck, Their original patented technology, developed Pierre Quenneville, at University of Auckland, aims to absorb the Key people Pouyan Zarnani, impact of an earthquake and then automatically Ashkan Hashemi reset itself before aftershocks so buildings can be reoccupied faster, business operations Anthony Leighs, can continue, and damages are minimised. Pierre Quenneville, Directors Subsequent innovation has led them to develop Andrew Reding, application-specific solutions that can lower Paul Muckleston the cost of compliance with seismic buildings codes at the same time as providing owner and Website tectonus.com occupier with a safer, more resilient building. With a focus on important buildings such as hospitals, Tectonus has projects across Technology origin University of Auckland New Zealand, the US, and Canada. Booster Innovation Fund 31 Woolchemy NZ Limited Fund shareholding 0–5% Company establishment 2008 Woolchemy is a material technology company, and was formed to transform an abundant base Sub-Sector Natural materials material, wool, into something more valuable, using sustainable, environmental and ethical processes. Woolchemy develops high performance hygiene Company stage Early stage materials using natural fibres for products like nappies that are healthier for both people and the planet. Derelee Potroz-Smith, Consumer, shareholder, and legislative pressures Key people Alana Cheape are prompting sanitary hygiene product manufacturers to actively look for ways to Richard Cutfield, solve the plastic, waste and pollution problems Directors Derelee Potroz-Smith associated with their current products. Woolchemy’s initial two products, neweZorb and newFlex are protected by patents Website woolchemy.com and are biodegradable and compostable, renewable and sustainable, washable or disposable, and contains no chemicals as Technology origin Private sector tested under the OEKO TEX 100 Standard. XFrame Limited Fund shareholding 5–10% Company establishment 2020 XFrame™ is a circular economy technology, Sub-Sector Construction materials providing modular construction framing and commercial fit-out solutions. XFrame™ was developed to enable buildings to be designed Company stage Expansion for change. This means the frames as well as the linings (and claddings) that connect to the frame Gerard Finch, using easily reversible fixing methods can easily Key people Carsten Dethlefsen, be changed or moved, minimising the mess and Simon Mckean waste normally created when change is required. XFrame™ takes advantage of a series of Carsten Dethlefsen, proprietary in-house automation workflows to Directors Gerard Finch, Derrick Lobban, rapidly design and deploy the XFrame™ products. Matthew Walsh Using this infrastructure, XFrame™ provides builders, architect and clients with detailed Website xframegroup.com project-specific assembly instructions and documentation to make adoption of Victoria University the XFrame™ system hassle-free. Technology origin of Wellington 32 Booster Innovation Fund Energy and Clean Technologies Company Summaries The Fund has holdings in the following companies developing novel materials and technologies to improve the production, use or storage of energy and other clean technologies. Allegro Energy Pty Limited Fund shareholding 0–5% Company establishment 2021 Sub-Sector Energy storage Company stage Expansion Allegro Energy has developed a water-based electrolyte, originally developed at Victoria Thomas Nann, University of Wellington, that it believes can Key people Fraser Hughson, Rohan Borah match or outperform other electrical energy storage from batteries to supercapacitors. Their Thomas Nann, water-based electrolyte enables energy storage Directors Fraser Hughson, Rohan Borah that is non-flammable, less expensive and much safer than competing technology, opening up the ability to address needs at a global scale. Website allegro.energy They have partnered with Origin Energy to advance their long duration storage Victoria University solutions which they believe will play an Technology origin of Wellington important role in the energy mix. B.spkl Limited Fund shareholding 0–5% Company establishment 2022 Sub-Sector Green hydrogen Bspkl is a spin-out from GNS Science that Company stage Seed was established in 2022. The company is commercialising a unique manufacturing method and technology to produce ultra- Key people Christina Houlihan low iridium catalyst coated membranes, a key component of hydrogen electrolysers. Maria Alvarez Benavides, Hydrogen electrolysers are essential for the Christina Houlihan, Directors generation of green hydrogen, a climate friendly Robert Shaddock, alternative to regular hydrogen which has many Johnathan Sharpe uses such as powering vehicles, generating electricity, and heating homes and business. Website bspkl.co The switch to green hydrogen has historically been unviable due to high costs and limited raw materials. Bspkl’s solution has the potential to Technology origin GNS Science resolve these issues and have a real world impact on the global shift to a climate friendly economy. Booster Innovation Fund 33 Captivate Technology Limited Fund shareholding 0–5% Company establishment 2022 Sub-Sector Carbon capture Company stage Seed Key people Professor Shane Telfer Captivate Technology was established in 2022 Shane Telfer, Jason Patrick, to commercialise a unique carbon capture Directors Callum Streeter technology developed at Massey University. The team at Captivate have developed a porous solid material that acts as a sponge for carbon dioxide, Website captivatetechnology.com referred to as a metal organic framework (MOF). Their novel MOF has potential to significantly Massey University reduce greenhouse gas emissions through the Technology origin of Auckland sequestration of CO2 across a range of industries. Hot Lime Labs Limited Fund shareholding 0–5% Company establishment 2014 Carbon delivery for Sub-Sector horticulture Company stage Early stage Hot Lime Labs are developing CO2 delivery solutions for high tech, hydroponic greenhouses Key people Vlatko Materic, Tijs Robinson that produce food crops. Growers currently add CO2 gas to feed plants, increasing yields Garry Bluett, Mervyn Jones, by up to 25%, however current CO2 demand Directors Vlatko Materic, outstrips supply and costs are rising worldwide. David Williams Hot Lime Labs’ technology uses patented limestone pellets combined with novel engineering to produce sustainable CO2. This Website hotlimelabs.com allows growers to reduce their carbon footprint while being more cost-effective, providing a green alternative to the traditional fossil-based Technology origin Callaghan Innovation sources of CO2, natural gas and liquid CO2. 34 Booster Innovation Fund Liquium Limited Fund shareholding 10–15% Company establishment 2022 Catalyst for ammonia Sub-Sector production Company stage Seed Ammonia production is one of the largest chemical industrial processes. The current 100-year-old Haber-Bosch process to produce ammonia has Key people Franck Natali, Paul Geraghty a large carbon footprint requiring extremely high temperatures and high pressures and harsh Pierre Malou, Franck Natali, feedstock for production. Due to the harsh reaction Directors conditions and feedstock sources, Liquium estimates Greg Sitters, John Worth that each tonne of ammonia produced results on average three tons of carbon dioxide emission. Website liquium.nz Liquium is on a mission to scale and develop its novel catalyst to enable production of ammonia in a more efficient, lower cost and decentralized Victoria University manner that will facilitate the deployment of the Technology origin of Wellington hydrogen economy alongside renewable energy. The Sustainable Care Company Limited (trading as Cleanery) Fund shareholding 0–5% Company establishment 2017 Sub-Sector Consumer products Company stage Expansion The Sustainable Care Company Limited, trading Mark Sorensen, Ellie Brade, Key people as Cleanery, operates in the clean technology David Hassell sector, selling a range of cleaning and personal care products that aim to have a reduced environmental Rohan MacMahon, impact compared to existing solutions. It was Directors Nicola O’Rourke, established in 2017 and has developed cleaning Mark Sorensen solutions that allows them to sell products in powdered form. The ability to sell in powdered form with the consumer adding their own water allows Website cleanery.co.nz for a reduction in the use of single use plastics. Booster Innovation Fund 35 TasmanIon Limited Fund shareholding 5–10% Company establishment 2021 Sub-Sector Energy storage Company stage Seed Key people Shalini Divya James Johnston, TasmanIon is developing aluminium ion Directors Anthony Clyde batteries for use in grid storage and portable applications. The materials being used are potentially more sustainable as they will not rely Website tasmanion.com on diminishing supplies of cobalt and lithium. The advantage of using aluminium ion batteries Victoria University against other available options (lithium Ion) is Technology origin of Wellington the cheaper and more available raw material. Wave Propulsion Limited Fund shareholding 0–5% Company establishment 2015 Sub-Sector Electric systems Wave Propulsion Limited is the merged entity of ZeroJet and Tectrax. Company stage Expansion ZeroJet was established to develop electric propulsion systems to eliminate the need for combustion engines on small watercraft. ZeroJet Key people James Morton estimate a significant reduction in environmental impact can be achieved with their systems. Chris Baird, Mark Stuart, Tectrax develops and sells electric amphibious Directors Derek Slatter boating systems. These systems enable safer and easier deployment of boats zerojet.com from land into water and back again. Website tectrax.co.nz The merger consolidates two leading New Zealand innovators in electric marine technology, bringing together complementary expertise while allowing Technology origin Private sector both brands to grow in their respective sectors. 36 Booster Innovation Fund Zincovery Process Technologies Limited Fund shareholding 0–5% Company launched 2021 Sub-Sector Materials recycling Company stage Early stage Jonathan Ring, Key people Aaron Marshall, Launched out of University of Canterbury in 2021, Leatham Landon-Lane Zincovery was established to commercialise zinc recycling technologies. Zinc dust left Sean Molloy, Jonathan Ring, over from the steel industry is hazardous, and Directors Joanna Wickham, current practice is to use large volumes of Francesco Rubio coal to extract the zinc so it can be reused. Zincovery has developed an alternative approach Website zincovery.com using small amounts of hydrogen and a unique acid leaching process with avoids 95% of the emissions compared to the incumbent Technology origin University of Canterbury process as well as being 45% cheaper. Booster Innovation Fund 37 Acquisition of Investments since An independent valuation has not been obtained in respect of these investments as we (in conjunction with 31 March 2025 our investment partners) consider we have sufficient Since 31 March 2025 the Fund has acquired additional information and expertise to assess their value when investments which as at 27 November 2025 are valued at applying our valuation approach outlined in Section 4 – $2.327 million, of which $0.585 million is additional units in How the Booster Innovation Fund works. NZIB. The Fund is expected to acquire additional follow-on investments during December 2025 which it has assigned NZIB Investment Partners an expected value as of 27 November 2025 of $0.400 million. A key element of the Fund’s strategy is to establish strong Units in NZ Innovation Booster Limited Partnership partnerships with entities that have expertise in developing (NZIB) and commercialising intellectual property. A follow-on investment in Bontia Bio Limited was made We have formalised a partnering relationship with the on 25 July 2025 by purchasing additional units in NZIB. following entities: This related to a transfer in of shares from Wellington UniVentures. Wellington UniVentures, a wholly owned subsidary of Victoria University of Wellington A follow-on investment in Wellumio Limited was made on 31 July 2025 by purchasing additional units in NZIB. This • Victoria University of Wellington supports the related to a further capital raise by the company. commercialisation of intellectual property through a dedicated company – Victoria Link Limited (trading as These additional investments in units in NZIB are valued at Wellington UniVentures) which has been operating for $161,000 as at 27 November 2025. There is also $424,000 in nearly 30 years. cash for investments expected to complete in December 2025. • Wellington UniVentures support the commercialisation Tectonus Limited of university owned intellectual property arising from Follow on investments in Tectonus Limited were purchased research, provides financial support and specialist on 11 June 2025 and 3 July 2025 following milestone expertise to develop and de-risk university originated delivery and tranched investment allocations for the innovations and works with the innovators to company. These investments are valued at $218,000 at commercialise developments. Wellington UniVentures 27 November 2025. has a pipeline of innovations and potential new start-ups. • In July 2018, NZ Innovation Booster Limited Partnership Avasa Limited (NZIB) was established between Wellington A follow-on investment in Avasa Limited was purchased UniVentures and Booster Financial Services Limited. following a capital raise by the company. This follow-on The partnership was established to introduce privately investment is valued at $250,000 at 27 November 2025. sourced funding and allow Wellington UniVentures to recycle its capital into further developing the emerging Indus Limited pipeline of intellectual property innovations at Victoria The interest in Indus Limited was purchased on 28 July University of Wellington. 2025 following a capital raise by the company. This • The NZIB board (which has representatives from investment is valued at $140,000 at 27 November 2025. Wellington UniVentures, Booster Financial Services Ltd, Otago Innovation Limited, and Auckland MARS Bioimaging Limited UniServices Limited) is responsible for assessing and A follow-on investment in Mars Bioimaging Limited was monitoring investment opportunities on behalf of the purchased on 30 July 2025 following milestone delivery limited partners. and tranched investment allocations for the company. This • The Fund, through its interest in NZIB, has an interest investment is valued at $135,000 at 27 November 2025. in several businesses originating from Victoria Cadmus Animal Health Limited University of Wellington. The interest in Cadmus Animal Health Limited was Otago Innovation Limited, a wholly owned purchased on 6 August 2025 following a capital raise subsidary of University of Otago by the company. This investment is valued at $250,000 • Similarly to Victoria University of Wellington, University at 27 November 2025. of Otago supports the commercialisation of technology Wych Holdings Limited through Otago Innovation Limited (OIL). OIL has a similar pipeline of potential investments to Wellington The interest in Wych Holdings Limited was purchased on UniVentures. 18 August 2025 following a capital raise by the company. This investment is valued at $150,000 at 27 November 2025. • OIL subsequently joined NZIB as a partner in April 2020 for the same purpose in respect of University of Komodo Holdings Limited Otago intellectual property. A follow-on investment in Komodo Holdings Limited was • The Fund, through its interest in NZIB, also has purchased on 24 October 2025 following a capital raise an interest in several businesses originating from by the company. This follow-on investment is valued at University of Otago. $100,000 at 27 November 2025. BioOra Limited A follow-on investment in BioOra Limited was purchased on 30 October 2025 following a capital raise by the company. This follow-on investment is valued at $500,000 at 27 November 2025. 38 Booster Innovation Fund Auckland UniServices Limited, a wholly owned We have entered into a support agreement with our subsidiary of the University of Auckland parent company Booster Financial Services Limited (BFSL) whereby BFSL provides services and support to us, • Similarly to Victoria University of Wellington and including in relation to managing scheme property. See University of Otago, University of Auckland supports section 10 of the PDS (about Booster and others involved in the commercialisation of technology through Auckland the Scheme) and the Other Material Information document UniServices (AUS). AUS has a robust pipeline of available on the offer register at www.disclose-register. potential investments coming through their pipeline. companiesoffice.govt.nz. They also operate their own investment fund, the University of Auckland Inventors Fund. We have established a professional and highly experienced team to manage this Fund: • AUS subsequently joined as a partner in December 2025 to grow their connections to potential co-investors. • The manager’s Board of Directors takes overall responsibility for the Fund. • The Fund also has an interest in several business • The Booster Innovation Fund Investment Committee originating from the University of Auckland. (Investment Committee) is responsible for the Fund’s The NZIB partnership is a unique and very valuable investment strategy, including establishing and relationship to the Fund. It provides the Fund with a monitoring relationships with investment partners, source of regular investment opportunities, each of which portfolio allocation, investment decisions and ongoing are known by and have received active support from the monitoring for direct investments. relevant university commercialisation companies who have • The Advisors provide oversight and support to expertise relevant to the business. the management team and advise the Investment None of Wellington UniVentures, OIL or AUS receive any Committee on investment opportunities, investment consideration directly or indirectly related to the partnering partners, investment strategy and valuations. arrangements with us, nor hold units directly in the Fund. • Key management personnel in relation to the Fund are However see the Related Party Benefit section further down. involved in the critical day-to day management of the We also have strong collaborative relationships and informal Fund. They are supported by the rest of the leadership networks with several other organisations and investors that team – see the Other Material Information document specialise in incubating, supporting and investing in early- available on the offer register at www.disclose- stage businesses. register.companiesoffice.govt.nz for further details. Where required, the team can provide direct support Management of the Fund and assistance to the businesses. As manager, we are responsible for managing the day-to- day activities required for the Fund. These duties include: • managing the investments of the Fund in accordance with the SIPO; • through its investment partners, co-investor network and broader professional network, identifying investment opportunities for the Fund; • assessing the credentials and experience of investment partners and co-investors; • assessing investment performance and valuations of existing investments in conjunction with investment partners; • assessing investment opportunities against the Fund’s investment criteria in conjunction with investment partners; • investor communications; • administration of the unitholder register; and • compliance with relevant legislation and regulations. Booster Innovation Fund 39 The manager’s Board of Directors John Selby, Mt Maunganui BC, CA (NZ Institute of Chartered Accountants), Member of NZ Institute of Directors John is the Chair and an independent director. He brings a wealth of experience from his 37-year career with PricewaterhouseCoopers, of which 25 years was as a partner in advisory and assurance. John has experience across a range of industries, including financial services and currently holds a number of governance roles. This includes the NZ Innovation GP Ltd, the general partner of NZIB. Melanie Templeton, Wellington Bachelor of Business Information – Marketing and Communications Mel is an independent director, and has a strong background in governance, risk and assurance and regulatory compliance as well as significant experience in financial services, specifically around fintech and retail banking. Dianne Day, Sydney BA, MBA (Hons), FINSIA, Fellow of the Australian Institute of Company Directors Dianne is an independent director and is an accredited professional trustee with significant experience in the investment management industry. Dianne spent a number of years in senior commercial roles in New Zealand and Australia and the past 10 years as a professional independent trustee for a number of regulated pension schemes in the UK. Dianne’s commercial and fiduciary experience combine to offer a unique blend of business expertise and customer insight to her board appointments. Paul Foley, Wellington BCA/LLB, Chartered Fellow, NZ Institute of Directors Paul is a director and the Executive Chair of the board of directors of our parent company, Booster Financial Services Limited. Paul is a consultant with MinterEllisonRuddWatts. He has over 30 years’ experience working with companies in the financial services, manufacturing and energy fields and is a past director of NZX and ASX listed companies. Diana Papadopoulos, Wellington BCA (Hons) Diana is a director on our board of directors and Chief Executive Office of Booster Financial Services Limited. Diana was previously the Chief Customer Officer. Diana has 20 years of commercial experience across multiple functional areas. 40 Booster Innovation Fund The Booster Innovation Fund Investment Committee Nicolas Williams, Wellington (Head of Direct Investments) LLB, BCom, MBA, MINstD Nicolas has over 20 years of investment and commercial experience spanning corporate strategy, operations and capital markets. Nicolas has held senior roles at Macquarie, NZ Treasury and Z Energy, as well as a number of governance and advisory roles. Acting at times as both advisor and principal, Nicolas has completed corporate transactions with an aggregate capital value of over NZ$8 billion across a wide range of industries and geographies. David Beattie, Wellington BMS David is a Principal with the Booster Group. He has over 35 years’ experience in investment management and portfolio research, including 16 years at a major Australasian bank where he was responsible for the management of $1.5 billion of managed funds. Melissa Yiannoutsos, Wellington (Booster Innovation Fund Manager) BCA Melissa has over 20 years’ experience in the investment and science commercialisation sectors. She completed her commerce degree at Victoria University of Wellington and Entrepreneur Programme at Massachusetts Institute of Technology. She has had executive and director roles in technology start-up companies leading strategic growth, capital raising and negotiating key partnerships. Daniela (Dana) McKenzie, Auckland (Independent) MA, BSc Dana is an experienced entrepreneur, advisor and recognised member of the innovation and entrepreneurship ecosystem. For over 20 years Dana’s career has taken her from her native Romania to America, Switzerland, France and New Zealand. Her specialty is working at the intersection of technology and science. Experienced in taking innovations to the world, in different markets, helps Dana have a pragmatic assessing and guiding approach to the start-ups that attempt the same with limited financial resources. In New Zealand since 2014, Dana has made several investments in early- stage companies and is an experienced director having served on their Boards. Dana holds an MSc in Computer Science from University of Colorado in Boulder and an MBA from IMD in Lausanne, Switzerland and is currently Chief Strategy Officer of Ternary Kinetics Limited. The Advisors Deborah (Deb) Shepard, Auckland (appointed 15 September 2025) Deb is a highly experienced director, investor, and academic with deep expertise in entrepreneurship, organisational culture, and business growth. She is currently Director and Co-owner of Biocell Corporation, a Chair and Investor at Soul Capital, Director of NZTE and a Senior Lecturer at the University of Auckland, where she specialises in entrepreneurship. Dr. Shepherd serves on multiple advisory boards across sectors including technology, manufacturing, and primary industries, and has facilitated the Owner Manager Programme at The Icehouse since 2001, supporting the development of New Zealand’s SME leaders. Her academic credentials include a PhD in Organisational Psychology from the University of Auckland and an MA (Hons) in Psychology. Dr. Shepherd’s blend of hands- on governance, investment experience, and academic insight adds significant value to the Booster Innovation Fund’s investment committee, particularly in evaluating founder teams, organisational dynamics, and growth strategies. Craig Squire, Auckland (appointed 20 November 2025) Craig graduated from Victoria University of Wellington with an Arts and Law degree before starting a career as a finance lawyer. He subsequently completed a Masters in Innovation and Commercialisation at the University of Auckland in 2016. He spent a decade in the UK working in both law and investment banking before returning to NZ and since his return has been deeply engaged in the early-stage investment market as an investor, advisor, and entrepreneur. He has first-hand start-up experience having held leadership roles in several technology start-ups, and is currently the CEO and co-founder of OleQuat, a biotech company looking to commercialise technology originating from the University of Auckland. He also brings experience working with the former Crown Research Institutes and Kiwinet, specialising in market discovery and validating complex technologies. Booster Innovation Fund 41 Key Management Team Personnel Melissa Yiannoutsos, Wellington Diana Papadopoulos, Wellington See Melissa's details above. See Diana's details above. Nicolas Williams, Wellington Paul Foley, Wellington See Nic's details above. See Paul's details above. Simon O'Grady, Wellington Simon is the Chief Investment Officer (CIO), leading Booster’s investment strategy, drawing on nearly a decade as CIO at Kiwi Wealth / Kiwi Invest and time as an independent consultant. Simon brings deep expertise across KiwiSaver, wealth management and private investments. See Section 9 - About Booster and others involved in the Fund for more information about us. Purpose of the Offer Future Performance of the Fund The purpose of this offer is to enable the Fund to purchase The financial performance of the Fund is related to the additional early-stage investments and increase the performance of the investment assets it holds directly or diversification of its portfolio in line with the investment indirectly. The performance of the Fund is most impacted strategy of the Fund. Money invested from direct investors by the following: in the Fund will be combined with moneys invested by other Success of the investee businesses in Booster managed investment schemes that have a portion commercialising their intellectual property of their investment allocation invested in the Fund. The application money received by the Fund will initially be held An early-stage business is a high-risk investment. Many as cash until suitable investments are found. Please note that: early-stage businesses fail to achieve their objectives and often take longer to achieve profitability than expected or • It is not known how much money will be raised under don't achieve it at all, resulting in a low investment return or this offer or of its timing. The size of the Fund following a total loss of capital invested. the issue of units under this offer will determine how Key drivers of a successful early-stage business include: many investments the Fund can purchase. • The scale and number and timing of investment • Success in proving the effectiveness of the technology opportunities made by the Fund from the money raised and product market fit cannot reasonably be predicted due to the availability This Fund targets investing in businesses that have of suitable investment opportunities. developed a new technology or a new application of an • As this is a long-term investment, the likely rate of existing technology (its intellectual property). In many return from the Fund and the timing of when any cases, the effectiveness of this technology may not return may be earned over the short term is inherently have been fully proven and may be subject to further uncertain and cannot be predicted nor any reasonable testing or trialling before it is approved (particularly in assumption be used. the case of biotechnology) or successfully implemented There is no minimum amount required to be raised under in a product that has a commercial market. this offer and there is no underwriting in respect of this The development or testing process may be expensive offer. As this offer of units in a managed investment scheme and/ or time consuming and may require significant will remain open on an ongoing basis, the pace at which the ongoing funding prior to the business being able to Fund can pursue its investment strategy will be determined proceed to commercialisation of the technology. by the amount and timing of new money it receives. New The technical uncertainty that a business faces units in the Fund will generally only be issued to investors significantly affects the value of that business. As the once a month, on the first business day of each month. business successfully achieves technical milestones, To provide the Fund with a committed supply of future its value may increase significantly, and vice versa, its capital, we may seek to secure the commitment of a failure to achieve technical milestones may result in the significant capital contribution to the Fund. Any units value falling significantly. issued under such a commitment will be at the prevailing • Success in establishing a strong customer base Unit Price (the net asset value per unit). The costs of such a Even where the technology has been technically commitment (such as brokerage or underwriting fees) may proven, the company still needs to successfully be charged to the Fund where we are satisfied the costs are commercialise that technology. This means the fair and reasonable to all investors, and that securing such a technology must be able to be delivered to markets in a capital commitment is in the best interests of all investors. cost-effective way that attracts a strong customer base See Section 7 – What are the Fees? for further details. and allows the business to make a cash profit. Commercialisation strategies include, but are not limited to: 42 Booster Innovation Fund • Licensing the technology or product; over time caused by high ongoing base fees. • Manufacturing and selling through proprietary See Section 7 – What are the Fees? for further details. or existing channels; Proportion of the capital of the Fund deployed • Partnering to enter the market; Following the issue of new units on a monthly basis and • Trade sale (sale of the business to a larger industry occasional specific capital raising activity, the Fund may hold player). a high proportion of cash, along with its investments. An outright buy-out is a common exit strategy for The extent to which suitable investment opportunities are investors who invest in early stage businesses. found will determine how quickly the cash is invested. If the • Degree of protection of the intellectual property from cash portion of the Fund is relatively high (and on which an imitation interest return will be earned), this will have an effect on Ground-breaking technology is significantly more the Fund’s return because the cash is not committed to an valuable where it is technically proven and protected, investment. has a strong commercialisation opportunity, and We have the right to restrict applications for units in the cannot be easily imitated by competitors. The degree Fund and may do so where it has excess liquidity, to reduce of uniqueness of the technology, the company’s the risk of dilution of investment returns. intellectual property strategy and protection through patents may significantly enhance the value of the Nature of the Returns business and the returns to the Fund. The return on your investment is determined by the change • Strong senior team in the value of the units you hold plus any distributions A successful early-stage business needs to have you may receive. The unit value is driven primarily by passionate and motivated founders and a senior team our assessment of any change in the fair value of the that share a clear vision and are committed to the investments (net of any accrued performance-based fees), business strategy. any income received from its investments (either interest or In order to improve expected investment outcomes, we dividends), and any proceeds from the sale of investments. utilise a partnership or co-investing model with other Change in Value investors who have experience in the relevant market or Changes in our assessment of the fair value of the technology and in managing and supporting early-stage investments will be reflected in a change in the value of businesses. A formal due diligence process is undertaken your units in the Fund. As described above, the fair value with co-investment partners prior to each investment, of investments is influenced by the degree of success with support and monitoring implemented as considered the business has in achieving its technical and business appropriate for the business, which may also include the objectives. To the extent a change in the fair value of the co-investment partner taking a position on the Board of the investment may result in a performance-based fee payable, investee business. the accrual for performance-based fees is also reflected in Access to a diversity of investment opportunities the value of your units in the Fund. The high-risk nature of investing in early-stage businesses Income from Investments means that diversification is critical in spreading the investment risk across a portfolio of investments. Capital The Fund may receive interest from its cash holdings contributions from new and existing investors are required and may receive a dividend from its investments (to to provide the Fund with the capital necessary to enable it the extent the investments have achieved profitability), to build and maintain a broader portfolio of between 40 to or in the event of a full or partial sale of the Fund’s 50 businesses. Having a range of sources of opportunities investment interest, the Fund will receive proceeds to invest will provide greater potential to increase the from this sale, which may be higher or lower than its number of investments held by the Fund, as well as achieve original investment. There may also be proceeds received a wider range of fields within which they operate, and the through liquidation of an investment, for example if an stage of maturity of a particular business. investment is wound down but has outstanding asset value over and above prior creditor’s outstanding claims. We have extensive networks across the intellectual property sector in New Zealand. We recognise that Distributions and withdrawals different parties will provide access to different investment The Fund does not intend to make regular distributions to opportunities, and the intention is to establish strong its investors. As the Fund will aim to make a limited amount links with a number of different parties to ensure the Fund of cash available for withdrawals directly from the Fund continues to expand its investment portfolio. on a quarterly basis, the returns on units in the Fund will Performance-based fee only, with low fixed costs be limited to any gains you make if you utilise this limited withdrawal facility or if you sell your units through the NZX. A significant cost to many early-stage investment funds is the entry fee, annual management fee and other related However, in the event of a sale of an investment, we may charges that are charged by the investment manager of the make some or all of the proceeds of the sale available for fund. Fixed fees, or fees charged on a percentage of the withdrawal from the Fund. As the investments continue to value of the fund can have a significant negative impact on mature, we intend to make an increasing proportion of the the longer-term value of the fund, particularly when its units proceeds available for withdrawal. All investors will be given are quoted on a recognised exchange, and/or where the the opportunity to participate in any such opportunity. Note, fund is not consistently delivering high investment returns. the withdrawal charge will not apply in this situation. In this Fund, we only charge a performance-based fee on Investment Realisation Strategy returns above a hurdle return. This aligns the interests of As noted above, the Fund’s returns will be primarily driven the manager and the investor and means we may earn by the change in the value of its investments, with the bulk high fees for high performance, but will earn no fees for of the expected cash returns being earned on the ultimate investment performance below 10% per annum. This fee sale of the individual investments. structure minimises the erosion of value of the portfolio Booster Innovation Fund 43 We review the portfolio on an ongoing basis with respect • Trade sale of the company to an industry player; to its quality, diversification and ability to realise returns. • Purchase of the company by a new shareholder (e.g. We expect to hold most investments for at least 5 years venture capital or private equity investor); or and in some cases considerably longer. Once a company • Quoting the company's shares on a recognised has secured a strong market position and cash flow, then exchange such as the NZX (referred to as an ‘Initial commercialisation will be considered complete. At that Public Offering’ or IPO). time we will consider the merits of continuing to hold investments in the company. In doing so we will consider Since its commencement, the Fund has had positive the likely returns from holding versus realisation of the realisation from its investment in one business through its investment. interest in NZIB– EdPotential Limited, which was sold in December 2021 to New Zealand based Education Perfect, We have identified the most common options for realisation resulting in a 32% gain on the Fund’s original investment. of the investments are: This exit occurred earlier than expected for the Fund, • Sale of share interest to the company’s other though had been an investment of NZIB since 2018 and shareholders or to a third party; Wellington UniVentures since 2015. 3. Terms of the offer Product Units in the Booster Innovation Fund. How you invest Investing by applying directly to us or through your financial adviser You can invest in the Fund by completing and submitting an application form to us through your financial advice provider. You can also invest direct through our website. The application form is available by contacting us, at www.booster.co.nz, or from your financial advice provider. Units are issued by the Fund at its Unit Price. Buying units in the Fund on the NZX Main Board Alternatively, you can purchase units on market at the quoted price through an NZX participant (such as a broker) or by arrangement through us. See www.nzx.com/services/market-participants for a list of current NZX Participants. The quoted price on the NZX Main Board may differ from the Unit Price provided by the Fund and may be traded at a discount or premium to the Unit Price, depending upon the availability of buyers and sellers, their respective view of the underlying value of the investments or their expected return from the Fund (refer also to the Liquidity, withdrawal and trading risk outlined in Section 6 - Risks to returns from the Booster Innovation Fund.) Other funds managed by us (Booster Managed Funds) also invest in the Fund and may trade either directly or through the NZX Main Board. For more information on how potential conflicts of interest are managed see the Other Material Information document available on the offer register at www.disclose-register.companiesoffice.govt.nz. When you can invest Investing by applying directly to us or through your financial advice provider While you can apply to invest in the Fund at any time, new units in the Fund will generally only be issued to investors once a month, with applications processed on the first business day of each month (usually finalised two business days after to allow for unit pricing to be confirmed). Applications received up to 10:00am on the first business day of the month will be processed on the first business day of that month. Any money received by us with an application to invest in the Fund from an investor will be held in the Fund’s application account until the new units are issued. No interest or other returns will be earned while the money is held in the Fund’s application account. While the Fund will generally accept new investments from investors once a month, we may refuse to accept, or may reduce, an investor’s investment application at our discretion. This may include if the Fund is carrying excess liquidity and does not expect to have an opportunity to invest application money in new investments within 6 months. No interest or other return will be paid on any returned money. Applications may be processed at other times of the month, for example, where additional capital is required to settle an acquisition. All applications received up to that point will be processed at the relevant Unit Price. Buying units in the Fund on the NZX Main Board You can buy or sell units in the Fund on the market at any time, provided there are interested sellers and buyers. 44 Booster Innovation Fund How much you can The minimum initial investment in the Fund is $500. While you are not required to make any invest further investments, you can invest more by making additional investments (minimum $500). For trading on the NZX, your broker will be able to advise on the minimum parcel size. While the maximum amount you invest is up to you, we may refuse to accept, or may reduce, an investor’s initial or additional investment in the Fund to ensure the Fund does not hold excessive levels of cash and to protect the Fund’s PIE status. We may waive or vary the minimum investment amounts at any time. How to pay If you are investing by applying directly to us or through your financial advice provider, you can make investments by direct credit, direct debit or any other method acceptable to us. Cash deposits will not be accepted. How to withdraw or sell Selling your units on the NZX Main Board Units in the Fund are quoted on the NZX Main Board, so you can sell your investment through an NZX Participant (such as a broker) or by arrangement through us, if there are interested buyers (NZX trading volumes may be limited at times). In order to trade quoted units through a NZX Participant, you will need to have a Common Shareholder Number (CSN) and an Authorisation Code (FIN). Periodically, we can request investors whose holdings are below the required minimum value to increase their holdings otherwise we may require those units to be sold on the NZX. Withdrawing your units directly with the Fund You should regard an investment in this Fund as not readily redeemable when making your investment decision. The Fund has no fixed date on which you may get your money out. The Fund will aim to make a limited amount of cash available for withdrawals directly from the Fund on a quarterly basis, at the Unit Price. The amount available for withdrawal is at our discretion and will be significantly influenced by the availability of free cash within the Fund relative to investment opportunities being pursued. If demand for withdrawals exceeds the cash made available, we will determine a basis for the equitable scaling of available cash. Any withdrawals from the Fund will incur a withdrawal charge. After the 5th anniversary of your acquisition of the units being redeemed, the withdrawal charge is capped at 5% of the amount redeemed. Withdrawals before the fifth anniversary of your acquisition of the units being redeemed incur a higher charge, starting at 10% of the amount redeemed, and reducing by 1% for each complete year since the units being redeemed were acquired. Withdrawal requests should be submitted to us by 10:00am on the last business day of the calendar quarter (and by 10:00am on the second Friday of December for the December quarter). Withdrawals (that can be met from the cash set aside as noted above) will be processed within 5 working days of the first business day of the next quarter. The minimum withdrawal request is $500. In the event of a sale of an investment by the Fund (or by an underlying fund where the proceeds of the sale have been distributed to the Fund), we may, at our discretion, make some or all of the proceeds available for withdrawal from the Fund. All investors will be given the opportunity to participate in any such opportunity. While infrequent and unpredictable, this may provide an opportunity for investors to redeem some of their units at the relevant Unit Price of the Fund. The withdrawal charge will not apply in this situation. Periodically, we can request investors whose holdings are below the minimum balance to increase their holdings otherwise we may require those units to be sold to us or a nominee at the Unit Price at the time. We may also require investors to reduce their holdings to ensure the Fund can maintain its PIE status. The Unit Price If you are investing by applying directly to us or through your financial advice provider, the price to be paid for the units in the Fund will be the Unit Price for the day on which your application is processed (see above at ‘When you can invest’). The Unit Price is the net asset value of the Fund (being the value of all assets less the value of all liabilities) divided by the number of units on issue. Distributions, and the The Fund will not make regular distributions to investors. nature and frequency The Fund may, on occasion, make a distribution based on any taxable income it has received. of returns See 'Nature of the Returns' on page 43 for more information. Trust deed/ Statement Further details on the key terms of the Fund can be found in the trust deed and SIPO which of Investment Policy can be found in the scheme register at www.disclose-register.companiesoffice.govt.nz and Objectives Booster Innovation Fund 45 4. How the Booster Innovation Fund works How the Fund Works Direct Investments • Where the Fund holds the investment directly (which The Fund has been established within the Booster may include investments in conjunction with a lead Innovation Scheme (Scheme), a managed investment co-investor), the last price at which capital was raised scheme that is registered under the Financial Markets by the relevant business from other external investors is Conduct Act 2013. Investors buy units in the Fund. used as a starting reference price. We, or the lead co- The Scheme is governed by a trust deed, which is an investor, will also consider how recently the business agreement between us and the Scheme’s supervisor (Public last raised capital and its relevance given changes Trust) describing how the Scheme works, as well as our and in the business, as well as any changes to its target Public Trust’s responsibilities. market or its progress towards the commercialisation When you invest your money in the Fund, you receive of its intellectual property since the last capital raise. ‘units’. Units represent your share of the investments in An assessment will be made of the extent to which the the Fund. The Unit Price multiplied by the number of units business has (or hasn't) achieved its business plan since you have in the Fund shows what your share is worth when the last capital raise, its remaining cash available, and applying our valuation of the units. If the Fund’s investments any capital raising activity in progress, on a quarterly go up in value your units will be worth more and if they go basis. Where there is uncertainty of outcomes relevant down in value your units will be worth less. to the value of the business, we apply probability weightings to reflect the uncertainty and risk. The return on your investment ultimately comes from the • Where we assess the value of an investment may price at which you are able to withdraw or sell your units have materially changed since its purchase or last (as well as any distributions you may receive on your units). formal valuation assessment, a more comprehensive As units in the Fund are quoted on the NZX Main Board assessment of value is made including consideration you can sell your investment through an NZX Participant of other indicators of value such as industry valuation (such as a broker) or by arrangement through us, if there benchmarks, similar investment company comparisons are interested buyers – although the amount you get may or third-party pricing events where available. be less than the amount that you invested. As explained in Section 3 – Terms of the Offer, above, there is also limited • In between formal valuation assessments, any other ability to make withdrawals from the Fund. We may make new information received in respect of an investment some or all of the proceeds of the sale of an investment that may be material to the Fund’s Unit Price is available for withdrawal, though the timing of this is considered by us when it is received and is reflected inherently unpredictable. Due to the restricted nature of the in the Unit Price and/ or notified via the NZX market ability to make a withdrawal, you should only invest money announcement platform to ensure the Fund continues that you do not need access to for a number of years. to meet its continuous disclosure obligations. • All valuations are performed by our in-house Investment Valuation Approach investment team, reviewed by the Fund’s Advisors, and We are responsible for calculating the Unit Price (or considered and approved by the Fund’s Investment net asset value per unit) and for issuing and redeeming Committee. units. It is our aim to ensure the valuation approach we Indirect Investments take is robust, consistent and fair to existing investors, • Where the Fund holds the investment indirectly through new investors purchasing units in the Fund, and those NZIB, the valuation assessments follows the same withdrawing units from the Fund. approach as if the investment were held directly. On The valuation of private, unlisted, pre-profit companies is a quarterly basis we provide valuation assessments to challenging and involves significant use of judgement. We the NZIB manager/ Board of the underlying investment. consider a range of information that we believe is relevant Also, consistent with the approach outlined for direct to the valuation of the investee companies, both related investments above, we will consider any other new to the specific business, as well as externally sourced data information received by us at any time in between such as industry benchmarks or comparable transactions formal valuation assessments to determine if an where available. Our approach to valuations has been adjustment is required to the Unit Price and/or notified developed in consideration of the principles detailed in via the NZX market announcement platform to ensure the International Private Equity and Venture Capital (IPEV) the Fund continues to meet its continuous disclosure guidelines (see - www.privateequityvaluation.com/ obligations. Valuation-Guidelines), as well as Generally Accepted All other assets and liabilities of the Fund (including Accounting Practice in New Zealand. provisions for performance-based fees and other expenses) The investment valuation approach we apply (Investment are updated each unit pricing day. Valuation) in respect of the investments is summarised as The Fund (including the valuation of its investments held follows: directly by the Fund) is subject to an independent audit on an annual basis. We may seek independent valuations if considered appropriate for one or more of the investments in the Fund. 46 Booster Innovation Fund The Benefits of Investing in the Fund Access to exciting start-ups. Investors, other than very high net worth investors, usually find it difficult to access this The Fund offers investors the following benefits: type of investment opportunity; Supporting NZ innovation. The Fund actively invests in Unique fee structure. There is no base management fee and intellectual property originated or developed in New a performance-based fee is only charged on performance Zealand – helping to keep the benefits of innovation in New above a 10% return. This means the Fund must achieve a Zealand for longer; 10% return in each financial year before any management Diversification. fees are payable, after which we receive 20% of investment • An appropriate exposure to this Fund (relative to your return in excess of 10%. The fee structure has been total investment portfolio) can provide diversification designed to ensure optimal alignment between our interests benefits when used as part of an existing investment and those of investors. (see Section 7 – What are the Fees? strategy due to the historically low to modest for further details); correlation of returns of early-stage investments Tax benefits. The Fund is structured as a listed portfolio to other traditional investment classes. Although investment entity (PIE) which means any capital gains made individual circumstances and personal risk attitudes on the sale of an investment are not subject to tax. Tax is will differ, we recommend that an investment in this paid by the Fund at 28%. To the extent distributions are Fund only represents a small proportion of your total paid, imputation credits may be available for New Zealand investment portfolio; resident individual or trustee investors (other than unit • The Fund takes a portfolio approach to investing in trusts) on lower tax rates to apply surplus imputation credits early-stage businesses. By holding a diverse range of against other taxable income they may have. Tax rates may a higher number of investments, the Fund is able to change in future; balance the high risk of failure with the high rewards for Experience. The Fund utilises a partnership or co-investing successful businesses; model, where investments are made, directly or indirectly, Potential for high returns. Research has shown that a in conjunction with other investors who have experience diversified portfolio of early-stage companies such as those and expertise in developing and commercialising held by this Fund potentially delivers significantly higher intellectual property. returns than the broader listed equity markets. However, investment in this specialised area does come with higher Quotation on NZX Main Board. The Fund is quoted on the expected volatility of returns and high rates of failure of NZX Main Board, giving investors the opportunity to sell some of its underlying investments (see comments on the their units should they need to, so long as there is a buyer FTSE Venture Capital Index on page 9 of this document); (NZX trading volumes may be limited at times). Related Party Benefits NZIB As shown in the structure diagram in Section 2 – What the Booster Innovation Fund invests in? the Fund owns units in NZIB, which is a partnership between Booster Financial Services Limited (BFSL), Victoria Link Limited (Wellington UniVentures), Otago Innovation Limited (OIL), and Auckland UniServices (AUS). Due to BFSL being a shareholder of the general partner and a limited partner of NZIB (and who had invested through NZIB in conjunction with a number of Booster Managed Funds prior to the Fund’s establishment), we consider NZIB to be a related party. Also, as Wellington UniVentures, BFSL, OIL and AUS are shareholders of the general partner and are limited partners of NZIB, we consider them all to be related parties. NZIB holds shares in the underlying businesses as outlined in Section 2 – What the Booster Innovation Fund invests in? See the ‘Other Material Information’ document available on our website www.booster.co.nz for more information on NZIB. During the past two years the Fund acquired NZIB partnership units where the overall transaction resulted in Wellington UniVentures reducing its interest in specific underlying businesses through a sale of some of its NZIB units and/or the sale of shares in the underlying business(es) to NZIB. A brief description of these transactions: Date Transaction Related party benefit Wellington UniVentures realised NZIB units and/ The Fund acquired NZIB partnership units giving Feb 2024 or Wellumio Ltd shares to NZIB and received cash beneficial interest in Wellumio Ltd consideration totalling $0.404 million Wellington UniVentures realised NZIB units and/ The Fund acquired NZIB partnership units giving July 2025 or Bontia Bio Ltd shares to NZIB and received cash beneficial interest in Bontia Bio Ltd consideration totalling $0.1 million Booster Innovation Fund 47 The Fund may enter into future transactions which will Capital commitment involve it acquiring NZIB units giving beneficial interests in BFSL committed to invest new capital in to NZIB of up to certain underlying businesses, which may result in a related $2 million per year for a minimum of 5 years when NZIB party benefit to Wellington UniVentures, OIL, or AUS by was formed in 2018, subject to the underlying investments way of them realising some of their NZIB units and receiving meeting NZIB’s investment criteria. Currently other cash consideration (which is a primary purpose for the Booster Managed Funds have agreed to take on 50% of establishment of NZIB). that commitment. These commitments can be partly or In all transactions undertaken by NZIB, the investee wholly met by the Fund or other Booster Managed Funds. businesses are valued in accordance with the Fund’s To the extent that this arrangement may be considered as investment valuation approach (as outlined on page 44), providing a related party benefit to BFSL we note that all including, for example, the valuations are often significantly such investments made by the Fund are on arm’s length informed by the last price at which capital was raised by terms. Controls are in place to ensure such investments the relevant business from other external investors. These are made for the benefit of the Fund and are separately values are reviewed by the NZIB Board, the Fund’s Advisors decided on by the Investment Committee for the Fund. See and approved by the Fund’s Investment Committee (noting the ‘Other Material Information’ document available on our any potential conflicted interests). The transactions are website www.booster.co.nz for more information on how completed on arm’s length terms. such conflicts of interest are managed. There are other transactions between the Fund and NZIB Directors, Senior Managers and other Booster on occasion (e.g. where a new investment is acquired via Managed Funds an interest in NZIB). However, in these transactions the Directors and Senior Managers of Booster and BFSL are Fund obtains a direct economic exposure to the underlying considered related parties of the Fund. These individuals investee businesses and the Fund’s interest is not pooled and their associated parties may (and some do) invest in with those of other limited partners of NZIB, Accordingly, the Fund and in doing so receive the same benefits as any we consider that, in substance, these transactions do not other investor in the Fund. Similarly, other Booster Managed provide any related party benefits. Funds may (and do) invest into the Fund. Such investments Under the PIE eligibility criteria rules, the Fund is restricted are on arm’s lengths terms and the same terms as any other to hold no more than 20% of the voting interest in each investor in the Fund. investee business. As a result, there may be occasions where it is simply due to historical shareholdings, that an underlying investment entity hold more than a 20% interest in an investee business on behalf of related entities. In this situation, Booster Financial Services Limited or other funds managed by Booster may retain an interest in an investee business directly through the underlying investment fund. We will actively manage any potential conflicts of interest that arise in conjunction with the independent directors of the Board, and the Supervisor. There are no other specific transactions or proposed transactions of the Fund that will result in a related party benefit. Booster Financial Services Limited and the Booster Managed Funds may make further investments in the Fund in future. 48 Booster Innovation Fund Related Party Interests Interests in the Fund held by parties related to the Booster Group at 27 November 2025 are as follows: Units % of Fund PT (Booster Investments) Nominees Limited on behalf of the Booster Investment Scheme 693,082 4.34% (a scheme managed by Booster) PT (Booster KiwiSaver) Nominees Limited on behalf of the Booster KiwiSaver scheme 8,862,454 55.52% (a scheme managed by Booster) PT (Booster Superannuation) Nominees Limited on behalf of Booster Super Scheme 1,365,875 8.56% (a scheme managed by Booster) Asset Custodian Nominees Limited (units on behalf of (i.e. as custodian for) 4,542,970 28.46% underlying investors) Including Asset Custodial Nominees Limited as custodian for relevant 3,136,875 19.65% interests of the Managing Director of the Manager, Allan Yeo Of Which the following units (being relevant interests of Allan Yeo) 3,117,203 19.53% are held for Booster Financial Services Limited Note this does not include holdings of key personnel of Booster (including directors and senior managers) which are separately disclosed on the NZX on a regular basis. The interests noted above held by the Booster Funds are to provide various diversified portfolios with an exposure to early-stage investments. The interest held by Booster Financial Services Limited represents the capital introduced by the parent company to support the establishment of NZIB and meet the capital commitments made to NZIB under the limited partnership arrangement. The Fund held an interest in NZIB at 27 November 2025 of $11.9million, representing 61.0% of the value of the assets of NZIB. Disclosure under NZX Listing Rules As the Fund is quoted on the NZX Main Board, it is subject to the NZX Listing Rules. Under those listing rules, the Fund is required to disclose material information to investors through the market announcement platform ‘promptly and without delay’. Material information is information related to the Fund or the Manager that a reasonable person would expect, if it were generally available to the market, to have a material effect on the price of the Fund. Material information may include updates about specific investments held by the Fund, updates about the Fund or the Manager, and periodic reporting such as the annual report, annual financial statements, or investor fund updates. Booster Innovation Fund 49 5. Booster Innovation Fund’s financial information Selected Financial Information This table provides selected financial information about the We have not provided investment return information at this Fund. A copy of the unaudited interim financial statements stage as we consider the period of time from the Fund’s is available on the offer register at establishment to be too short to make any meaningful www.disclose-register.companiesoffice.govt.nz assessment of the Fund’s past performance. Full financial statements are available on the offer register Selected historic financial information is presented for the at www.disclose-register.companiesoffice.govt.nz. If you period 1 April 2024 to 31 March 2025 based on audited do not understand this sort of financial information, you can financial statements. seek professional advice. For the period 1 Apr 2024 Statement of Financial Performance of the Fund to 31 Mar 2025 $'000 Investment loss (1,704) Fees and expenses (35) Net loss before tax (1,739) As at 31 Mar 2025 Statement of Financial Position of the Fund $’000 Cash 264 Units in NZIB held at fair value 11,029 Other investments held at fair value 9,104 Other Payables (34) Net assets 20,363 Prospective Financial Information We have not provided any prospective financial information • It is not known how much money will be raised under in respect of this Fund. Following careful consideration this offer or of its timing. The size of the Fund following and due enquiry, we have concluded that any prospective the issue of units under this offer will determine how financial information would be likely to deceive or mislead many investments the Fund can purchase. potential investors with regard to particulars that are • The scale and number and timing of investment material to the offer. opportunities made by the Fund from the money raised Due to the unknowns in respect of the Fund and the cannot reasonably be predicted due to the availability investments held by the Fund, we believe it is not possible of suitable investment opportunities. to prepare reasonable assumptions on which to base the • As this is a long-term investment, the likely rate of prospective financial information. The reasons that form the return of the Fund and the timing of when any return basis for our view are: may be earned over the short term is inherently uncertain and cannot be predicted nor any reasonable assumption be used. 50 Booster Innovation Fund 6. Risks to returns from the Booster Innovation Fund Given the nature of the target investments of the Fund, • Partnerships and co-investment. The Fund will seek to the risks to generating an appropriate rate of return are partner or co-invest with entities that have expertise significant. It is important that a prospective investor in supporting the commercialisation of intellectual understands the nature of the risks described below of property such as universities, research institutes and investing in this Fund and the steps we take to mitigate private sector early-stage funders. NZIB is a good these risks as far as possible. example of the kind of partnership arrangements the Fund is looking to develop. A business fails to successfully • Monitoring and revaluation. We will seek to maintain a commercialise its intellectual property close relationship with each of the businesses, so that Description. This is the risk that an early-stage business in they are monitored closely relative to their business which the Fund has invested does not meet expectations plans. The valuation of investments is reviewed on at resulting in a low investment return or a total loss of capital least a quarterly basis. invested. Investment Level Strategies. Why this is of significance. For each business that fails to • Technology plan. The business will be expected to have achieve its technical or business plans, the value of the a completed technology proof of concept, a technology investment will likely fall, reducing the return of the Fund’s or product development plan and to seek adequate portfolio overall. You may lose some or all of your money. funding to complete this in its investment programme. Assessment of likelihood, nature and the potential • Marketing plan. We expect businesses to be familiar magnitude of any impact. Early-stage businesses face a with their target market and to include, either on the higher level of failure risk than most other investment types, team or Board, people familiar with that market. including listed equities. • Alignment of interests. We would generally expect the The key risks these businesses face may include: key personnel to have a financial stake in the business • Technical uncertainty. The technology may not yet have so that all parties are aligned in their interests. been proven and may require further development • Intellectual property (IP) plan. We require all businesses or testing to become marketable. In the case of to have a strong IP strategy and a good understanding completely new innovations there may be a number of of their freedom to operate. related developments required before the technology can be deployed. These developments may not have • Capital plan. We expect businesses to have a defined been identified at the time of investment; capital plan to achieve profitability and sustainability. • Market risk. The business may not be able to secure a Higher volatility of returns than traditional market to whom their product can or will be sold; equity investments • Risk of loss of key people. Generally a new venture is Description. Due to the high risk of early-stage businesses, highly dependent on a small number of key people. their value can fluctuate widely over short timeframes A loss of a key person is likely to have a significant depending on the progress they make against their negative impact on the business; business plans and market conditions, the confidence • Intellectual property risk. The risk that the business’ of their shareholders in the likelihood of their success, intellectual property may not be easily protected or is and the willingness of existing and potential investors easily imitated eroding its future value. The patenting to contribute more capital to continue to support the process is slow and it is likely patents will not be business. Because the businesses the fund invests in often granted before early investments by the Fund; have revenue opportunities in overseas markets, changes • Funding risk. The risk that the business does not obtain in exchange rates may also impact the volatility of the sufficient funding capital to allow it to reach its full value of these companies and therefore of the fund. potential. Why this is of significance. The value of an investment in The rate of failure of early-stage businesses is high. Data the Fund may (and is likely to) go up and down faster and from New Zealand Venture Investment Fund (in their more significantly than investing in many other investment paper – New Zealand Early Stage Company Investment classes (including listed equities). This means an investor Valuations – December 2018) indicates that 28% of start-up may lose a significant portion of their original investment investments fail after an average of 4 years. in the short-term if a larger number than expected of the businesses fail and/ or the returns from the successful Mitigating Factors. We use a number of strategies to investments are insufficient to offset the losses. Each manage the risk of investing in early-stage businesses. investor must ensure their investment in this Fund These strategies are at both the overall Fund level and the represents an appropriate portion of their overall portfolio, individual investment level: and that they intend to invest for a longer timeframe (at Fund Level Strategies. least 15 years). As each business develops, the level of business risk diminishes and the risk of volatility reduces • Diversification. The Fund has an investment objective as a result. to seek to invest in a large number of businesses (indicatively between 40 to 50), which have diversity in their underlying intellectual property and its source, the business sector in which they operate, the key people driving the business, and the stage of maturity of the business at the point of investment. Booster Innovation Fund 51 Assessment of likelihood, nature and the potential Concentration of investments magnitude of any impact. As noted above, the rate of failure of early-stage businesses is high. Despite this Description. This is the risk that the Fund’s investment failure rate (and associated loss of invested capital), those returns do not meet the long run expectations of a well- businesses that succeed have the potential to increase in diversified portfolio of early-stage investments due to value substantially relative to the value of capital invested, holding a relatively small number of investments, or the resulting in prospects of a positive risk-weighted investment investments being concentrated in particular sectors, or return. concentrated in a particular stage of business development which also reduces the level of diversification. This could Mitigating Factors. We seek to reduce this risk by planning also occur following a significant upward revaluation of an to invest in a large number of businesses, across a range of investment due to its success, resulting in a single company stages of development and different business sectors which becoming a large portion of the Fund value. increases the diversification of the Fund. The Fund’s focus is on early-stage businesses based on intellectual property. Why this is of significance. As noted above, early-stage They will generally be technology based, be focused on businesses face a high risk of failure, and a key objective of international markets and revenue growth from inception. the Fund is to invest in a large number of businesses across On a portfolio basis, we would expect their valuation to different sectors and stages of development. Currently the improve as they reduce technology and market risks in the Fund has over 35 businesses and as a result, the returns of early phases of their development. A few of these individual the Fund may be more volatile compared to when the Fund investments are likely to grow very fast and substantially. operates within what we see as the optimal range of 40 to 50 holdings. Liquidity and withdrawal risk Assessment of likelihood, nature and the potential Description. This is the risk that, due to the Fund only magnitude of any impact. This risk is higher in the earlier facilitating limited and infrequent withdrawals an investor period of portfolio development as the Fund will hold is unable to sell their investment at a time that suits them or a smaller number of investments. At this stage, the that when seeking to sell through the NZX they are unable likelihood of returns being heavily influenced by individual to find a buyer, or that the NZX quoted price of the units is investments is higher, resulting in a higher level of volatility lower than the Unit Price, or that in certain circumstances, of returns in the short term. The magnitude of this risk is trading of the Fund’s units on the NZX is suspended. expected to diminish as the Fund grows and diversifies towards having holdings in the 40 to 50 range. Why this is of significance. The investments of the Fund are small private businesses and generally a lot less liquid than Mitigating Factors. We are actively pursuing additional investments traded on a recognised exchange, therefore investments that will increase the level of diversification the Fund is not able to facilitate the regular withdrawals, over time and will monitor the investments in specific other than on occasion where an investment is sold and sectors and stage of business development to improve its we determine that some or all of the proceeds are to be diversification once the portfolio approaches maturity. made available for withdrawal. The primary mechanism for the sale of units, other than proceeds from occasional Valuation uncertainty investment sales, is to sell them on the NZX. The ability to Description. This is the risk that the holding value may be sell units on the NZX will be dependent on the availability of significant higher or lower than the fair value of each of the buyers and that the Fund’s units have not been suspended investments due to the inherently subjective and uncertain or removed from quotation on the NZX. nature of valuations. Assessment of likelihood, nature and the potential Why this is of significance. The valuation of private, magnitude of any impact. The availability of cash for unlisted, pre profit businesses is challenging and quarterly withdrawals is limited, and subject to the amount involves significant use of judgement. This may mean our of cash held by the Fund not committed to additional assessment of the fair value of an individual investment, investments. Also, the timing of when the Fund may sell one or the portfolio of investments, may be different to other of its investments is inherently unpredictable, and may not assessments of the fair value of the Fund’s investments. This align with when an investor wishes to make a withdrawal. could result in a difference between the Unit Price and the Under normal market conditions, it is anticipated there value of units trading on the NZX Main Board, and therefore will be buyers interested in buying units through the NZX, impact an investor’s ability to buy or sell units at their though may be reduced numbers given they are also able assessment of the fair value. We do not intend to regularly to purchase units directly from the Fund on a monthly basis. seek independent external valuations of the Fund’s investee Based on the experience of investments similar to this Fund, companies. the trading price on the NZX may be at a discount to the Assessment of likelihood, nature and the potential Unit Price. magnitude of any impact. Any increase or decrease in the The likelihood of suspension or removal of the Fund from value of an individual investment may be significant to the the NZX is considered to be unlikely given the governance value of the Fund and will have an impact on the value of and compliance framework in place to ensure its NZX an investor’s investment in the Fund. By holding a smaller obligations are met. number of investments in the Fund, the likelihood of this Mitigating Factors. As described in Section 3 – Terms of occurring is higher than for more widely diversified funds, the Offer above, a limited amount of cash will be made but is expected to reduce over time as the number of available on a quarterly basis for withdrawals, subject to a investments held increases. withdrawal charge. Also, the listing of the Fund on the NZX Mitigating Factors. To manage this risk, we seek to apply Main Board enales investors to sell their units if there are fair value valuation methodology in accordance with the interested buyers. On occasion, we may allow withdrawals valuation approach described in Section 4 - How the Booster from the proceeds of the sale of an investment. No Innovation Fund works. We formally review investment withdrawal charge will be applied in this situation. values on at least a quarterly basis. We will base our assessment on externally verified valuations where possible 52 Booster Innovation Fund (such as when the company successfully raises additional Flow of investable opportunities risk equity funding) and will also consider how the business has performed since that last capital raise, including making Description. This is the risk that the Fund does not have an assessment of the impact of any new information about sufficient, suitable investment opportunities relative to its how each business is performing as received. By investing investable funds. in a diverse range of businesses at different development Why this is of significance. If the Fund does not have access stages, we anticipate that a portion of the investments will to enough investment opportunities, it may have uninvested seek additional capital or will be subject to take over offers, cash, feel pressure to invest in more marginal ventures, which provides opportunity to benchmark its valuations. or struggle to build to and maintain a desired level of The Fund is also subject to an annual audit which includes diversification, which in turn may impact the returns or the the assessment of the reasonableness of the valuation of its volatility of returns. investments, subject to the overall materiality of the Fund. Assessment of likelihood, nature and the potential Capital contributions to the Fund are magnitude of any impact. While maintaining portfolio diversification is an ongoing process, we consider the insufficient to achieve and maintain investable opportunities currently exceed the Fund’s diversification capacity to invest. Description. This is the risk that the Fund does not raise Mitigating Factors. We have established close relationships sufficient capital to allow it to build and maintain a diverse with Victoria University of Wellington, University of Otago portfolio of investments. and Auckland University which provides direct access to a flow of investment opportunities. We (together with our co- Why this is of significance. Due to the higher risk of failure investment partners) have strong networks in New Zealand in early-stage businesses and the difficulty in identifying and are currently seeking to establish similar relationships future successful businesses, unless the Fund is well with other universities, as well as the public and private diversified, its investment performance will be dominated sector. by the success or failure of a small number of investments. Assessment of likelihood, nature and the potential Conflict of interest in valuation of magnitude of any impact. To maintain a level of investments diversification of at least 40 to 50 businesses , the Fund will require additional capital to purchase more investments. Description. This is the risk that our judgement when While a large portion of that capital is expected to be valuing investments is influenced by the impact such provided by Booster Managed Funds and Booster’s parent valuations have on the performance-based fee we may company (as noted below), the Fund is also seeking capital earn. contributions from external investors to allow it to expand Why this is of significance. As manager, we are responsible its investment portfolio. Capital from successful exits may for valuing the investments of the Fund. The valuation of also be used to make new investments. investments is a key driver of the overall performance of the Mitigating Factors. Booster Financial Services Limited Fund, and will determine whether, and how much, we may (our parent company) made a financial commitment to earn as a performance-based fee. provide NZIB with new capital of up to $2 million per Assessment of likelihood, nature and the potential year for a minimum of 5 years, and $2.4 million of that magnitude of any impact. The calculation of a commitment remains uninvested. This provides NZIB, one performance-based fee is directly impacted by of the Fund’s co-investment partners with some certainty the valuation of investments. The Independent of sufficient resources to continue to invest in suitable Investment Committee Member and External Advisor/s investment opportunities and in turn improving the overall provide critical insight to guide valuations. diversification of the Fund. The commitment can be partly Mitigating Factors. As noted above, the investment or wholly met by the Fund or other Booster Managed Funds. valuations are reviewed by the governing bodies of the Additionally, Booster Managed Funds have investment underlying funds, and by the Advisors of the Fund. In capacity and appetite to invest further in the Fund as the addition, the Fund is subject to an independent annual Fund grows. audit which includes a review of the valuation of the Fund’s investments. Any performance-based fee would be retrospectively adjusted should the audit process determine that investment valuation changes were required. Booster Innovation Fund 53 7. What are the fees? You will be charged fees for investing in the Fund. Fees are deducted from your investment and will reduce your returns. The Fund also incurs other costs and charges such as the supervisor and audit fees. The fees and expenses you pay will be charged in the following ways: • A performance-based fee; • Capital raising expenses; • Withdrawal charge; • Other fees and expenses. We do not receive a fixed or percentage-based annual management fee. This aligns the interest of the manager with investors where fees are only earned on successful investment outcomes and avoids the negative impact of fixed fees eroding the value and cash reserves of the Fund over time. A summary of the fees and expenses and the basis on which they are charged is: Fee Category13 Fee Type and Rate Based on Paid to Annual No annual management fees are charged N/A N/A management fee Performance- We are paid an annual performance-based fee (in units in Excess return Booster based the Fund) equal to 20% of the net pre-tax return made by the above the management fee Fund in excess of the hurdle rate of return. hurdle rate Hurdle rate of return: the hurdle rate is 10% p.a. which (being 10% per approximates the 30-year New Zealand equity market annum) return. Amount of the performance fee: 20% of the net return above the hurdle rate + GST is payable as a performance-based fee. Maximum limit of the fee: there is no limit to the value of the fee payable. High water mark: a high water mark is used to prevent us from being rewarded for the same performance twice. It is increased each time the Fund’s return is positive, but remains unchanged if the investment return is negative in the year. This means a performance-based fee is only payable for returns in excess of the hurdle rate after any prior year losses have been covered. Frequency of calculation and payment: the fee is calculated daily and accrued in the Unit Price. The fee is paid only in the form of units in the Fund on an annual basis at the year-end Unit Price (being the net asset value per unit) subject to any relevant audit adjustments (e.g. the valuation of investments is amended through the audit process). In addition, we are restricted from withdrawing those units from the Fund, and can only sell the units to other investors. This fee also covers the costs of managing and administering the Fund, which include administration, accounting and ongoing marketing expenses. Because the performance-based fee is calculated on the excess return over 10%, you may pay performance- based fees even if the fund does not match or beat the New Zealand market equity return in a particular year. (Conversely, you may not pay a performance-based fee even if the fund significantly exceeds the New Zealand equity market return in a particular year). 13 Goods and Services tax (GST) is not included in any of the fees stated. GST will be added to any fees where applicable, including to the performance- based fee. 54 Booster Innovation Fund Capital raising To the extent expenses are incurred for securing a Actual expenses External parties expenses commitment of future capital to the Fund, such expenses incurred such as brokers. may be charged to the Fund. These expenses include (these fees brokerage or underwriting costs, and may only be charged cannot be where we are satisfied the costs are fair and reasonable estimated at this to all investors. For example, if the Fund were to secure a stage as it would substantial capital commitment from investors that enabled be based on the Fund to enhance its diversification and continue to the scale of any actively pursue new investment opportunities, this would commitment) be of benefit to all investors in the Fund. These costs are expensed by the Fund as the raised capital is deployed through the purchase of investments. Other fund Direct expenses of the Fund up to $30,000 + GST per year Actual expenses External parties administration may be charged to the Fund. These expenses include the incurred such as the expenses costs related to the supervisor, audit, Fund related legal fees, (capped at Supervisor, NZX listing related fees, and independent valuations (if any). $30,000 + GST auditor, valuers, Any of these expenses above $30,000 + GST per annum are per annum). NZX and legal paid by Booster. advisers. Other fund The Fund holds units in NZIB and may also hold interests Relevant share External administration in other underlying funds. NZIB and these other underlying of actual parties such expenses from funds may also incur fund administration costs such as audit, expenses as the trustee/ underlying funds independent valuations, legal fees and independent director incurred. supervisor, fees (if any). auditor, valuers, These costs are not subject to the $30,000 + GST per legal advisers annum cap referred to above. and independent directors (if any). NZIB does not charge any management fees for its services. Withdrawal For withdrawals made directly from the Fund, a withdrawal Value of amount Retained by the charge charge will be applied. withdrawn from Fund to cover After the 5th anniversary of your acquisition of the units the Fund the funding being redeemed, the withdrawal charge is capped at 5% of cost of the cash the amount redeemed. available for withdrawals. Withdrawals before the fifth anniversary of your acquisition of the units being redeemed incur a higher charge, starting at 10% of the amount redeemed, and reducing by 1% for each complete year since the units being redeemed were acquired. Note this charge does not apply where the Fund has made funds available for withdrawal from the proceeds of the sale of an investment, nor to sales of units on the NZX. If you sell your units on the NZX Main Board a withdrawal charge will not apply (though a service fee may be charged by your broker). The fees and Any new fees or changes to existing fees is subject to the Trust Deed. We will consult and agree expenses can be any fee change with the Supervisor and provide one month’s notice of any increase in the fees or changed charges to all investors in the Fund. Booster Innovation Fund 55 Other Fees and Expenses Contribution fee We do not charge a fee on contributions. Your financial As negotiated Financial advice advice provider, with your agreement, may charge you with the provider other fees for the services they provide to you. These fees adviser based may include an entry fee on each investment amount or on services an ongoing service fee. If an entry fee is charged, it will be required – may deducted from each investment amount before your money be a percentage is invested in the Fund and paid to your financial advice of contributions provider. or a fixed amount. NZX brokerage If you buy or sell units in the Fund through an NZX Participant Value of NZX participant fee (such as a broker), they may also charge you a fee. transaction (minimums may apply) Investment acquisition costs Costs directly incurred or shared with co-investment partners in the due diligence and acquisition of investments (if any), are reflected in the purchase price of the relevant investment. As a percentage As a dollar Fees and expenses to 31 March 2025 of net asset value value14 Fees and expenses charged by the manager and its associated persons15 $0 0.00% Fees and expenses charged by other persons Includes costs paid to the supervisor, auditor, Fund related legal fees, independent valuations (direct and $59,015 0.30% through underlying funds) Total $59,015 0.30% 14 The percentage is calculated based off the dollar amount divided by the average net asset value of the Scheme’s Fund for the relevant period. 15 The performance-based fee is calculated and paid (in units) for the financial period ended 31 March each year. 56 Booster Innovation Fund Fee Illustration As the fees and expenses charged are substantially related to investment performance, here are some examples of what the charges would be under different return scenarios (assuming no capital raising expenses are incurred in the period): Investment After fees return (before tax Annual Other fund and charges and performance- Management Performance admin expenses Total annual investment based fee)16 Fee based fee (including GST)17 fund charges return (before tax)18 -5% 0% 0% 0.25% 0.25% -5% 0% 0% 0% 0.25% 0.25% 0% +10% 0% 0% 0.25% 0.25% 10% +15% 0% 1.0% 0.25% 1.25% 14% +20% 0% 2.0% 0.25% 2.25% 18% 16 The investment return is calculated after all annual charges other than performance-based fees. 17 Calculated as the estimated other fund administration expenses (capped at $30,000 (plus GST)) and other fund administration fees from underlying funds of $21,300 (plus GST) divided by net asset value of $23.4 million. 18 The after fees and charges investment return is the net pre-tax return after all fees, charges and performance-based fees have been deducted. The allowance is not provided in the financial statements in accordance with accounting standards. 8. Tax The Fund is a listed portfolio investment entity. The amount That portion of any distribution that does not have of tax that the Fund pays is calculated at the rate of 28% on imputation credits attached (referred to as excluded its taxable income, though tax rates may change in future. income) is not taxable to a New Zealand resident investor. While the Fund does not intend to pay distributions, to the If you are investing in the funds as a joint investor, company, extent it does, it would attach any imputation credits it has trust, or estate, see the ‘Other material information’ available. If you are a New Zealand resident individual or document available on our website www.booster.co.nz for trustee investor (other than a unit trust) and your marginal more information. tax rate is less than 28%, you can choose to include the Taxable income for the Fund includes interest, dividends fully imputed distribution in your tax return, and apply the received (if any) from its New Zealand share investments, surplus tax credits against other income on which you are and a deemed dividend of 5% of the market value of any required to pay tax (or carry forward to future tax years). An overseas shares. Any capital gains made by the Fund investor that pays no tax may not be able to obtain a benefit in respect of its share interests are excluded from the from the imputation credits from a listed PIE. If investors are calculation of taxable income. unsure about how they would be impacted, we recommend seeking professional advice. Booster Innovation Fund 57 9. About Booster and others involved in the Fund About Booster We are part of the Booster Group which has been helping New Zealanders save since 1998. The group currently administers superannuation and investment funds of over $7 billion on behalf of more than 200,000 New Zealanders. You can contact us at: Write: Booster Investment Management Limited Phone: 0800 40 40 50 Level 19, Aon Centre, 1 Willis Street 8.00am to 5.00pm (Monday to Friday) PO Box 11872, Manners Street Email: investments@booster.co.nz Wellington 6142 Who else is involved Name Role Service Booster Financial Provides resourcing, administration and management support to us and the Provider Services Limited Scheme. Is our parent company. An investment fund through which this Fund co-invests in intellectual Underlying property originating from Victoria University of Wellington and University of NZ Innovation Booster Otago, and University of Auckland. Fund / Limited Partnership Partnership The NZIB board is responsible for assessing and monitoring investment opportunities on behalf of the limited partners of the Limited Partnership. Supervisor Public Trust Supervises us to make sure we meet our responsibilities and obligations. PT (Booster Investments) Appointed by the Supervisor to hold the assets of the funds on behalf of the Custodian Nominees Limited investors. The Custodian is a wholly-owned subsidiary of the Supervisor. Unit MUFG Pension & Market Provides registry services for units listed on NZX. Registrar Services (NZ) Limited 58 Booster Innovation Fund 10. How to complain Any complaints about the Fund can be made to us (in the first instance), or the Supervisor, at the contact details below: Booster Approved dispute resolution scheme Booster Investment Management Limited Booster and Public Trust are both members of an Attn. Chief Operating Officer independent approved dispute resolution scheme run by Level 19, Aon Centre, 1 Willis Street Financial Services Complaints Limited (FSCL). If we haven’t PO Box 11872, Manners Street been able to come to a suitable resolution to your complaint Wellington 6142 with you, you can talk to FSCL who will assist you. FSCL will not charge you a fee to investigate or resolve your Phone: 0800 336 338 complaint. Email: investments@booster.co.nz You can contact FSCL at: Level 4, 101 Lambton Quay Supervisor Wellington 6011 Public Trust PO Box 5967 Attn. General Manager, Corporate Trustee Services Wellington 6140 Public Trust Building, Phone: 0800 347 257 Level 2, 22-28 Willeston St Email: complaints@fscl.org.nz Private Bag 5902 Wellington 6140 Web: www.fscl.org.nz Phone: 0800 371 471 Email: CTS.Enquiry@PublicTrust.co.nz 11. Where you can find more information More information about the Fund, including historic financial statements, annual reports, the Trust Deed, SIPO, and other material information is available on the scheme register and offer register at www.disclose-register.companiesoffice.govt.nz and copies can be requested from the Registrar of Financial Service Providers. Many of these documents, along with other Funds related information, can be found at www.booster.co.nz. You can also get this and other information about your investment, free of charge, at www.booster.co.nz, from your financial advice provider, or by contacting us through one of the ways listed in Section 9 – About Booster and others involved in the Fund. As the Fund is quoted on the NZX, it is subject to the NZX Listing Rules. Under those listing rules, the Fund is required to disclose certain information including fund updates, annual reports, and material information. You will be able to obtain this information free of charge by searching under the Fund’s ticker code ‘BIF’ on www.nzx.com. 12. How to apply To invest in the Fund, you can either: • Apply directly to us at www.booster.co.nz • Apply via a financial advice provider • You can also buy units in the Fund through an NZX Participant (such as a broker). See www.nzx.com/services/market-participants for a list of current NZX Participants. If you apply directly to us or via a financial advice provider, you will need to enter into a Client Custody Agreement for the Booster Wrap Administration System. If you would like to get in touch with a financial advice provider who uses the system, call us on 0800 336 338. Booster Innovation Fund 59 We’re here to help. To find out more about the Fund or Booster Innovation Scheme talk to your financial adviser, call us on 0800 336 338 or visit our website. booster.co.nz Booster Investment Management Limited, PO Box 11872, Manners Street, Wellington 6142, New Zealand --- ## SIPO **Source PDF:** https://documents.booster.co.nz/boosterdocuments/Investments/Current/SIPO/BIF%20-%20Booster%20Innovation%20Fund%20-%20Statement%20of%20Investment%20Policy%20and%20Objectives.pdf **Pages:** 7 **Extracted via:** pdftotext on 2026-05-20 Booster Innovation Fund of the Booster Innovation Scheme Statement of Investment Policy and Objectives Effective Date of SIPO 19 June 2024 Version No. 24.0 2 Booster Innovation Fund 1. Description of the Fund The Booster Innovation Fund (Fund) is a managed investment product established under the Booster Innovation Scheme (Scheme) which is a registered managed investment scheme under the Financial Markets Conduct Act 2013 (Act). The Scheme is managed by Booster Investment Management Limited (Manager). The Fund provides investors with an opportunity to invest in a specialised portfolio of early-stage companies founded on intellectual property originated or developed in New Zealand that are selected on the basis that they have the potential to become commercially successful globally. 2. Investment and return objectives a. Investment objective. The Fund aims to provide investors with an exposure to a diversified portfolio of early-stage companies founded on intellectual property originated or developed in New Zealand. b. Return objective. The Fund aims to deliver a significant total rate of return (net of fees but before tax) that outperforms the NZX 50 Index over rolling 15-year periods. 3. Investment philosophy The Manager’s investment philosophy for the Fund is to invest in early-stage businesses that are founded on New Zealand originated or developed intellectual property. Due to the rate of failure in early-stage ventures, the Fund aims to invest in many early-stage businesses across a range of business sectors and stages of development to increase its diversification and increase the likelihood of investing in ventures that ultimately succeed. 4. Investment strategy a. Investment strategy. The Fund will seek to invest in a diversified portfolio of investments in conjunction with a range of other specialist investors, across a range of different business sectors and stages of development to optimise the expected returns from early-stage investments. The key elements of the Fund’s strategy are: o Partnering; o Diversification; and o Co-investing. • Partnering. The Fund will seek to partner with entities that have expertise in developing and commercialising intellectual property. 3 • Diversification. The Fund will seek to diversify its portfolio by investing in many businesses, and intend for those investments to be spread across a range of business sectors and technologies and across the different stages of a company’s development. • Co-investing. The Fund will seek to invest alongside other investors or companies with relevant expertise in the field of each new venture to provide the Fund access to additional investment opportunities and expertise. Investment opportunities are identified directly by the Manager or via its investment partners and co-investors. The investments are assessed against a range of investment criteria that consider the quality of the New Zealand innovation, the quality of the company leadership, market access, the commitment obtained from a specialist third party investor and the capital required to build a sustainable business. b. Permitted investments. The permitted investments of the Fund are: i. Cash and cash equivalents, which will be held to invest in new investment opportunities, and may occur following the proceeds from the sale of an investment. ii. Any equity security (or security convertible to equity), limited partnership interest or managed fund interest which provides exposure to early-stage businesses. It is likely that such investments will be unlisted and have extremely limited shareholder liquidity. Investments outside of New Zealand may be made where the business is commercialising New Zealand originated or developed intellectual property. iii. Any loans provided to, or in connection with, a start-up business, where debt is an appropriate component of the financing strategy of the business. c. Benchmark asset allocation. The benchmark asset allocation for the Fund (including benchmark asset allocation and allowable ranges) as at the date of this SIPO, are set out below: Asset Class Minimum % Benchmark % Maximum % Cash & Cash Equivalents1 0 2 100 Equities2 0 98 100 Fixed Interest 0 0 25 The Fund may obtain these investment exposures either by investing directly in these asset classes, or indirectly by investing in underlying funds such as managed investment schemes and limited partnerships. 1 It is anticipated that the Fund may hold a large proportion of cash for a period of time following capital raising activity as it seeks to acquire interests in businesses that meet the investment criteria of the Fund, or following the sale of an investment. 2 Equities includes securities that provide an equity like exposure such as convertible notes, limited partnership interests, and Simple Agreement for Future Equity (SAFE) notes. 4 5. Investment policies a. Distributions and redemptions. The Fund does not intend to make regular distributions to its investors and investors have no general right to redeem their units. However, in the event of a sale of an investment, the Manager may make all or a portion of the proceeds of the sale available for the redemption of units in the Fund. Once the Fund has a well-diversified portfolio (which may take up to 5 years), it is intended that the Manager will make an increasing proportion of the sale proceeds available for redemption. b. Leverage. The Fund is not permitted to borrow, either directly or via underlying funds, though this does not preclude the investee entities themselves from borrowing in the ordinary course of business. c. Valuations. For each investment held by the Fund, the valuation approach we apply is summarised as follows: Direct Investments Where the Fund holds the investment directly (which may include investments in conjunction with a lead co-investor), the last price at which capital was raised by the relevant business from other external investors is used as a starting reference price. We, or the lead co-investor, will also consider how recently the business last raised capital and its relevance given changes in the business, as well as any changes to its target market or its progress towards the commercialisation of its intellectual property since the last capital raise. An assessment will be made of the extent to which the business has achieved its business plan since the last capital raise, its remaining cash available, and any capital raising activity in progress, on at least a quarterly basis. Where there is uncertainty of outcomes relevant to the value of the business, we apply probability weightings to reflect the uncertainty and risk. Where we assess the value of an investment may have materially changed since its purchase or last formal valuation assessment, a more comprehensive assessment of value is made including consideration of other indicators of value such as industry valuation benchmarks, similar investment company comparisons or third-party pricing events where available. In between formal valuation assessments, any other new information received in respect of an investment that may be material to the Fund’s Unit Price is considered by us when it is received and is reflected in the Unit Price and/ or notified via the NZX market announcement platform to ensure the Fund continues to meet its continuous disclosure obligations. All valuations are performed by our in-house investment team (or in conjunction with a lead co- investor) and reviewed by the Fund’s Advisor’s, with final approval by the Fund’s Investment Committee. Indirect Investments Where the Fund holds the investment indirectly, the valuation will be initially determined by the manager/ Board of the relevant underlying investment fund and reviewed by the Fund’s Advisors with final approval by the Fund’s Investment Committee. We also assess the valuation approach taken by our investment partners for consistency with our valuation approach described above. For example, our valuation approach is consistent with that applied by NZIB in respect of its investments. 5 On a monthly basis we will consult with the manager/ Board of the underlying fund to establish if there is any other new information that may be material to the Fund’s Unit Price prior to the issue or redemption of units in the Fund. Also, consistent with the approach outlined for direct investments above, we will consider any other new information received by us at any time in between formal valuation assessments to determine if an adjustment is required to the Unit Price and/ or notified via the NZX market announcement platform to ensure the Fund continues to meet its continuous disclosure obligations. The Fund (including the valuation of its investments held directly by the Fund) is subject to an independent audit on an annual basis. We may seek independent valuations if considered appropriate for one or more of the investments in the Fund. d. Hedging. While foreign currency exposure may be hedged to New Zealand Dollars, the Fund would not ordinarily hedge the exposure from equity investments that are held in a foreign company and denominated in a foreign currency. e. Liquidity management. The Fund does not intend to make regular distributions to its investors. It will aim to make a limited amount of cash available for redemptions directly with the Fund on a quarterly basis (and where redemption requests exceed cash available, may require an equitable scaling of the available cash). As noted above, where an investment has been sold, the Manager may make some or all of the proceeds available for redemption by investors. Where the Manager considers the investment opportunities exceed the cash and cash equivalent balances of the Fund, the Manager may undertake a specific capital raising by issuing more units in the Fund. f. Diversification. The Manager will aim to diversify the portfolio across a range of business sectors and the different stages of a company’s development. Due to the potential for extreme value appreciation of a successful business, the Manager will need to consider the value of the initial investment as well as its current assessed value when evaluating diversification. g. Conflicts of interest. Any employees wishing to buy or sell units in the Fund are expected to follow the Manager’s ‘Personal Account Trading Policy’ and associated procedures. h. Taxation. The Fund is a listed Portfolio Investment Entity (Listed PIE) for tax purposes. The amount of tax that the Fund pays is calculated at the rate of 28% on its taxable income which includes interest, dividends received (if any) from its New Zealand share investments, and a deemed dividend of 5% of the market value of any overseas shares. Any capital gains made by the Fund in respect of its share interests are excluded from the calculation of taxable income. i. Investment exposure limitation. The Fund will limit its investment holdings to no more than 20% of the voting interests (i.e., shareholding) of the relevant underlying investee company. This is to ensure the Fund continues to meet the eligibility criteria for Portfolio investment Entities (PIE) and Listed PIEs. 6. Investment performance monitoring The Manager will undertake a regular review of the investment performance of the Fund relative to the Fund’s stated investment and performance objectives. The Fund’s objectives will be reviewed by the Manager and the Investment Committee on an annual basis. 6 7. Investment strategy and SIPO review The Manager will review the Fund’s investment strategy and this SIPO at least annually. As the Fund is a long-term investment, it is not expected that the investment objectives and expectations in the SIPO will necessarily change frequently or annually. Short term changes in Fund returns should not generally lead to an adjustment in investment objectives or expectations. The Fund’s investment strategy and SIPO may be reviewed at any time should the Manager deem it necessary, for events such as where: • New legislation affects investment requirements. • Fundamental changes in the long term social, political or economic environment suggest a change in investment principles and expectations. • A significant change occurs to the underlying demographics of the Fund. • New types of investment opportunities require consideration for inclusion in the Fund. • The Fund’s competitive or market position has implications for investors’ assets and/or liquidity. Any changes to the investment strategy or this SIPO will firstly be approved by the Manager’s Investment Committee in consultation with the Committee’s Advisors . Once approved, the Manager will consult with the Supervisor and give them written notice of any changes before they take effect. The current version of the SIPO for the Fund is available on the scheme register at www.disclose-register.companiesoffice.govt.nz. Any material changes to the SIPO will be advised in the Booster Innovation Scheme annual report, which will be available on the scheme register. 7