Noumi Limited · ASX:NOU
Noumi — Merger or Acquisition (November 2026)
36 slides from Noumi's merger presentation, November 2026
Slide 1: Scheme Meeting Presentations and Addresses
Noumi Limited 8a Williamson Road Ingleburn NSW 2565 Australia ABN 41 002 814 235 For personal use only 5 November 2026 ASX Market Announcements Office ASX Limited Level 27 39 Martin Place Sydney NSW 2000 Scheme Meeting Presentations and Addresses Noumi Limited (ASX: NOU) provides the following docum
Slide 2: Shareholders Scheme of Arrangement Chair Address
Noumi Ltd Shareholders Scheme of Arrangement For personal use only Chair Address Ladies and gentlemen, good morning once again. Many of you may have already attended the Annual General Meeting which has just concluded. This is a separate meeting of the Noumi Shareholders in relation to the proposed
Slide 3: Chair Address: Why the Share Scheme is recommended
I will first deliver my address. I will then ask our Company Secretary, Justin Coss, to explain the procedures for questions and voting before we consider the Share Scheme Resolution. Good morning again and thank you for staying with us for this important meeting. For personal use only We are here t
Slide 4: Chair Address: Strategic review process
It was not a narrow process. We considered a sale of Noumi as a whole. For personal use only We considered a sale of the Plant-based Milks business, the Dairy & Nutritionals business, or both. We considered recapitalisation alternatives. We considered refinancing the convertible notes. And we explor
Slide 5: Chair Address: Debt maturities and timing
The timing of the proposed Share Scheme has been driven by the approaching maturity of Noumi’s revolving credit facility in March 2027 and its convertible notes in May 2027. As part of the Strategic Review Process, Noumi explored an amendment and extension of the notes, but such an amendment For per
Slide 6: Chair Address: Funding uncertainty and risks
As disclosed in Noumi’s financial statements, this gives rise to a material uncertainty in relation to the Group’s funding structure. If those maturities cannot be addressed, there is a risk of default under the relevant debt For personal use only arrangements, which could give creditors rights to t
Slide 7: Chair Address: Conditions and voting requirements
It should be noted that the Share Scheme is conditional on (among other conditions) the Option Scheme being approved at the Option Scheme Meeting, which follows this meeting. However, if this condition is not satisfied, it may be waived, allowing the Share Scheme to proceed without the Option For pe
Slide 8: Optionholder Scheme of Arrangement Chair's Address
Optionholder Scheme of Arrangement Chair’s Address For personal use only Ladies and gentlemen, good morning once again. Many of you may have already attended the Annual General Meeting and Share Scheme Meeting which have just concluded. This is a separate meeting of the Noumi Optionholders in relati
Slide 9: Chair Address: Option Scheme terms
I will first deliver my address. I will then ask our Company Secretary, Justin Coss, to explain the procedures for questions and voting before we consider the Option Scheme Resolution. Good morning again. For personal use only I will keep my remarks for this meeting relatively brief, as many of the
Slide 10: Chair Address: Option Scheme conditionality
Those are legitimate considerations, and they are set out in further detail in the Scheme Booklet. Our responsibility, however, is to assess the alternatives available to optionholders today, not the value we may have wished could be achieved in different circumstances. For personal use only And we
Slide 11: Shareholder Scheme of Arrangement Meeting November 2026
al use only Noumi Limited Shareholder Scheme of Arrangement Meeting 5 November 2026
Slide 12: Important notice and disclaimer
Important notice and disclaimer Summary Information Only This presentation contains general information about Noumi Limited and its consolidated entities (“Noumi Limited”) and its activities current as at the date of this presentation. It is provided in summary and does not purport to be complete. Y
Slide 13: Agenda
Agenda 01 Chair’s address al use only 02 Formal business 03 Close 3
Slide 14: Chair's address
al use only Chair’s address Genevieve Gregor Noumi Limited | Scheme of Arrangement Meeting 4
Slide 15: Proposed Scheme of Arrangement
Proposed Scheme of Arrangement Revolving credit facility matures in March 2027; al use only Convertible Notes (approximately $610 million redemption amount) mature in May 2027 Comprehensive, year-long strategic review explored a sale, recapitalisation, refinancing, and maturity extension of the Conv
Slide 16: Proposed Scheme of Arrangement
Proposed Scheme of Arrangement al use only If the Share Scheme is implemented, Scheme Shareholders receive 12.34 cents cash per share Represents an approximately 12.2% premium to the closing price on 20 July 2026 and a 30.0% premium to the 30-day VWAP Share Scheme consideration of 12.34 cents is abo
Slide 17: Formal business
al use only Formal business Noumi Limited | Scheme of Arrangement Meeting 7
Slide 18: Ask a Question
Ask a Question 1. Click on the “Ask a Question” dropdown, then “Ask al use only Question” 2. Choose Text Question or Verbal Question 3. Type your question then select the relevant resolution and holding. Once done, click “Submit Question”. For support call: 1300 816 159 (within Australia) +61 2 8072
Slide 19: Voting Instructions
Voting Instructions 1. Once registered and voting has opened, click the al use only “Voting” dropdown 2. Select either the “Full” or “Allocate” and then your voting direction for each resolution 3. Follow the prompts and “Submit Votes” before voting closes For support call: 1300 816 159 (within Aust
Slide 20: Resolution
Resolution 1 Resolution to approve Scheme of Arrangement “That, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the scheme of arrangement proposed between Noumi Limited and the holders of its ordinary shares (other than Excluded al use only Shareholders), the terms
Slide 21: Resolution with proxy voting results
Resolution 1 Resolution to approve Scheme of Arrangement “That, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the scheme of arrangement proposed between Noumi Limited and the holders of its ordinary shares (other than Excluded Shareholders), the terms of which ar
Slide 22: Q&A
al use only Q&A Noumi Limited | Scheme of Arrangement Meeting 12
Slide 23: al use only
‘ = - Imagining a healthier tomorrow Ajuo asn ye
Slide 24: Optionholder Scheme of Arrangement Meeting November 2026
al use only Noumi Limited Optionholder Scheme of Arrangement Meeting 5 November 2026
Slide 25: Important notice and disclaimer
Important notice and disclaimer Summary Information Only This presentation contains general information about Noumi Limited and its consolidated entities (“Noumi Limited”) and its activities current as at the date of this presentation. It is provided in summary and does not purport to be complete. Y
Slide 26: Agenda
Agenda 01 Chair’s address al use only 02 Formal business 03 Close 3
Slide 27: Chair's address
al use only Chair’s address Genevieve Gregor Noumi Limited | Scheme of Arrangement Meeting 4
Slide 28: Proposed Scheme of Arrangement
Proposed Scheme of Arrangement Revolving credit facility matures in March 2027; Convertible Notes al use only (approximately $610 million redemption amount) mature in May 2027 Comprehensive, year-long strategic review explored a sale, recapitalisation, refinancing or amendment and extension of the C
Slide 29: Proposed Scheme of Arrangement
Proposed Scheme of Arrangement al use only If the Option Scheme is implemented, Scheme Optionholders receive 0.2 cents cash per option Scheme consideration is above the Independent Expert’s assessed fair value range for a Noumi option If the Option Scheme is not implemented, Noumi has no committed a
Slide 30: Formal business
al use only Formal business Noumi Limited | Scheme of Arrangement Meeting 7
Slide 31: Ask a Question
Ask a Question 1. Click on the “Ask a Question” dropdown, then “Ask al use only Question” 2. Choose Text Question or Verbal Question 3. Type your question then select the relevant resolution and holding. Once done, click “Submit Question”. For support call: 1300 816 159 (within Australia) +61 2 8072
Slide 32: Voting Instructions
Voting Instructions 1. Once registered and voting has opened, click the al use only “Voting” dropdown 2. Select either the “Full” or “Allocate” and then your voting direction for each resolution 3. Follow the prompts and “Submit Votes” before voting closes For support call: 1300 816 159 (within Aust
Slide 33: Resolution
Resolution 1 Resolution to approve Scheme of Arrangement “That, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the scheme of arrangement proposed between Noumi Limited and the holders of its listed options (other than Excluded Optionholders), the terms of which ar
Slide 34: Resolution with proxy voting results
Resolution 1 Resolution to approve Scheme of Arrangement “That, pursuant to and in accordance with section 411 of the Corporations Act 2001 (Cth), the scheme of arrangement proposed between Noumi Limited and the holders of its listed options (other than Excluded Optionholders), the terms of which ar
Slide 35: Q&A
al use only Q&A Noumi Limited | Scheme of Arrangement Meeting 12
Slide 36: al use only
‘ = - Imagining a healthier tomorrow Ajuo asn ye