Steel & Tube - Completion of Perry's Acquisition

Company Announcement
1 May 2025



Steel & Tube Holdings Limited, PO Box 58880, Botany, Auckland 2163, New Zealand
P +64 4 570 5000 www.steelandtube.co.nz
Steel & Tube acquires Perry Metal Protection

• Settlement of the acquisition of Perry Metal Protection completed
• Total acquisition price of $43.3 m - ~70% cash and 30%
1
newly issued shares in Steel & Tube
• Immediately earnings accretive, expected to add 1.5 cents per share in earnings in first 12 months
• Expands Steel & Tube’s already leading range of steel and metal products and services

Steel & Tube Holdings Limited (NZX: STU) confirms the settlement today of the acquisition of the assets and
business of Perry Metal Protection, Perry Grating and Waikato Sand Blasting.

The total acquisition price is $43.3m, with a potential additional payment of up to $6m based on the financial
performance of the assets over a 2-3 year period, post-acquisition. Payment of both the initial acquisition price
and any performance payment is 70% in cash (bank borrowing) and 30% in newly issued equity. In line with
this, 15,476,755 shares have been issued today. The acquisition price represents a 3 year historical EBITDA (pre
NZ IFRS16 Leases) multiple of 5x.

Perry Metal Protection is New Zealand’s largest and only ISO certified hot dip galvanising business. In addition
to the galvanising business (90% of the earnings of the operations to be acquired), the transaction also
includes smaller grating and sandblasting businesses. The acquisition is expected to be earnings accretive from
day one and adds 1.5 cents per share in earnings in the first 12 months.

CEO of Steel & Tube, Mark Malpass, said: “Steel & Tube is already a leading provider of steel and metal
products and solutions in New Zealand. With the addition of Perry Metal Protection’s expertise and nationwide
galvanizing services, our customers now have access to a seamless, end-to -end steel solution, from sourcing
and processing to premium corrosion protection solutions.

“Our customer bases are highly aligned, providing cross-selling opportunities. Steel & Tube’s national branch
and freight network also add value, significantly expanding the drop-off service for galvanising customers.
Perry Metal Protection has a reputation for delivering durable, high-quality galvanizing services that enhance
the longevity and performance of steel products, and we are excited to welcome them to the Steel & Tube
group.”

Watch video here https://vimeo.com/1080051651/876b45815c?share=copy


Ends

For media or investor enquiries, please contact: Jackie Ellis Tel: +64 27 246 2505 or
email: jackie@ellisandco.co.nz


For further information please contact:
Mark Malpass
Steel & Tube CEO
Tel: +64 27 777 0327
Email: mark.malpass@steelandtube.co.nz
Richard Smyth
Steel & Tube CFO
Tel: +64 21 646 822
Email: richard.smyth@steelandtube.co.nz


1
Based on the 21 February 2025 20 day STU volume weighted average price

---

Perry Metal
Protection
Acquisition

Steel-ingthe Opportunity
•Attractive transaction structure and price, acquired at the
bottom of the cycle
•Immediately earnings accretive
•Further extends Steel & Tube’s market leading range of steel
and metal products and solutions
•Significant synergies and value
•Optimally positioned to capitalise and deliver earnings growth
when the economy recovers
2

3
Transaction Summary
The acquisition expands customer offer and supports Steel & Tube’s strategy of investing in
high value products and services
Transaction
•Acquisition of assets of Perry Metal Protection, Perry Grating and Waikato Sand Blasting for $43.3m including $5.8m
of inventory; 90% of earnings are from Perry Metal Protection
•Transaction price equates to 3-year average EBITDA multiple of 5x*
•Performance based earnout payable end of year two, up to a value of $6m; option to extend earnout to year three
•Settled 1 May 2025
Funding
•The acquisition, including earnout, is funded with a mixture of debt (~70%) and equity (30%)
•The newly issued equity in Steel & Tube Holdings has resulted in 15,476,755 shares being issued (9.2% increase in
shares on issue)
Positive Impact on Earnings
•Earnings accretive to Steel & Tube from day one
•Estimated EPS 1.5c in first 12 months of ownership
•Approximately $0.8m in transaction and integration costs across FY25 and FY26
*EBITDA multiple is calculated using purchase price over 3-year average historical earnings

4
Perry Metal Protection
•Established in 1974 as part of Perry Group,
nationwide footprint and market leading
position 44% share in hot dip galvanizing
•New Zealand’s largest and most modern
galvanizing operation, based in Hamilton
•Four galvanising sites with capacity to
galvanize a wide range of steel structures
including fabricated steel, pipes, gates,
trailers, stillages and beams
•Includes a complementary steel grating
products and sandblasting businesses
•106 employees across 6 locations
6 Sites
Nationwide
Hot Dip
Galvanising
NZ market
value
$90m
NZ market size
40k
Tonnes per annum
Perry Metal
Protection
17k
Tonnes per annum

5
Business performance – key metrics
Strong fundamentals and stable earnings through the cycle
The draft financial results presented have been extracted from management accounts provided during the
due diligence process. These results are based on a March fiscal year end.
Normalised EBIT/EBITDA: EBIT and EBITDA excluding non-trading adjustments and unusual transactions
Immediate
Returns
Immediately
earnings
accretive
Earnings per
Share
1.5c
First 12 months’
ownership
(estimated)
33
35
36
34
-
500
1,000
1,500
2,000
2,500
-
5
10
15
20
25
30
35
40
FY22FY23FY24FY25
Average Selling Price ($/tonne)
Revenue (Millions)
Revenue
RevenueAverage Selling Price
9
7
8
7
-
2
4
6
8
10
FY22FY23FY24FY25
Millions
Normalised EBIT (pre IFRS16)
10
8
9
8
-
2
4
6
8
10
12
FY22FY23FY24FY25
Millions
Normalised EBITDA (pre IFRS)

6
Hot Dip Galvanising
Protects steel from corrosion, extends life of steel up to 7x
MAKE
Galvanizing maximises
durability, reuse and
recycling
USE
Durable coating that
can last around 7x
longer than uncoated
steel
RE-USE
Easily dismantled for
reuse in multiple life
cycles. The coating
stays with the steel
component in its next
life cycle
RE-MAKE
Repurposing of
products is often
possible without
regalvanising
RECYCYLE
Steel and zinc can be
recycled together
without loss of
properties if the long
life of galvanized steel
eventually ends
•Provides a thick, durable and uniform zinc coating that
protects steel for decades
•Excellent for harsh outdoor, industrial or coastal
conditions
•Hot-dip process coats internal surfaces, essential for
structural integrity
•Once galvanised, steel requires little to no maintenance
•Higher initial cost but lower life-cycle cost due to long life
and no repainting
•Common in infrastructure projects where a 50+ year
lifespan is expected
•Once the coating has been consumed, the item can be re-
galvanized and returned to service for the same period
time yet again
•Approximately half of worldwide steel production goes to
replacing rusted steel

7
Attractive investment with strong strategic rational
•High value service and products, in line with Steel & Tube’s investment strategy
•Provides earnings consistency throughout the cycle
•Market leading position in hot dip galvanising
•Highly aligned customer base – ability to add value to mutual customers
•Identified synergies including further growth pathways, benefits estimated at $1m per annum
•Nationwide reach with industry leading assets – utilising Steel & Tube’s branch and freight
network to expand customer access and ease
•Strong brands retained including Perry Metal Protection, Perry Grating and Waikato Sand Blasting
•Highly engaged management team and workforce, expert team ensuring best quality
•Supportive macro trends – good for customers and the planet, extends life of steel by up to 7x

Click to view video

9
•This presentation has been prepared by Steel & Tube Holdings
Limited (“STU”).The information in this presentation is of a general
nature only. It is not a complete description of STU.
•This presentation is not a recommendation or offer of financial
products for subscription, purchase or sale, or an invitation or
solicitation for such offers.
•This presentation is not intended as investment, financial or
other advice and must not be relied on by any prospective
investor.It does not take into account any prospective investor’s
objectives, financial situation, circumstances or needs, and does
not purport to contain all the information that a prospective
investor may require. Any person who is considering an investment
in STU securities should obtain independent professional advice
prior to making an investment decision, and should make any
investment decision having regard to that person’s own objectives,
financial situation, circumstances and needs.
•Past performance information contained in this presentation
should not be relied upon (and is not) an indication of future
performance.This presentation may also contain forward looking
statements with respect to the financial condition, results of
operations and business, and business strategy of STU. Information
about the future, by its nature, involves inherent risks and
uncertainties. Accordingly, nothing in this presentation is a promise
or representation as to the future or a promise or representation
that a transaction or outcome referred to in this presentation will
proceed or occur on the basis described in this presentation.
Statements or assumptions in this presentation as to future
matters may prove to be incorrect.
•Several financial measures are used in this presentation and should
not be considered in isolation from, or as a substitute for, the
information provided in STU’s financial statements available at
www.steelandtube.co.nz.
•STU and its related companies and their respective directors,
employees and representatives make no representation or
warranty of any nature (including as to accuracy or completeness)
in respect of this presentation and will have no liability (including
for negligence) for any errors in or omissions from, or for any loss
(whether foreseeable or not) arising in connection with the use of
or reliance on, information in this presentation.
Disclaimer

---

Template
Capital Change Notice

Updated as at June 2023

Please do not amend or delete individual rows. As this template relates to prescribed content, changes to content
should only be made where it is clearly indicated that this is permitted, otherwise, if an Issuer considers a particular
element does not apply, mark the row as N/A, Any other changes to this prescribed form must first be approved by
NZX as required under NZX Listing Rule 3.26.1.

Section 1: Issuer information
Name of issuer Steel & Tube Holdings Limited
NZX ticker code STU
Class of financial product Ordinary shares
ISIN (If unknown, check on NZX website) NZSUTE0001S5
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 15,476,755
Nominal value (if any) $13,050,000
Issue/acquisition/redemption price per security $0.8432
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
1

9.202479%
For an issue of Convertible Financial Products or Options,
the principal terms of Conversion (for example the
Conversion price and Conversion date and the ranking of
the Financial Product in relation to other Classes of
Financial Product) or the Option (for example, the exercise
price and exercise date)
N/A
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Partial consideration for the
purchase of the assets and
business of Perry Metal
Protection, Perry Grating and
Waikato Sand Blasting as at 30
April 2025
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial Products
of the Class held as Treasury Stock after the
issue/acquisition/redemption.
183,657,035
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the
issue, acquisition, or redemption is made
Directors’ resolution dated 21
February 2025 and NZX Listing
Rule 4.1.2(b)
Terms or details of the issue, acquisition, or redemption
(for example: restrictions, escrow arrangements)
N/A
Date of issue/acquisition/redemption
2
1/5/2025
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Richard Smyth
Contact person for this announcement Richard Smyth
Contact phone number +64 21 646 822
Contact email address richard.smyth@steelandtube.co.nz
Date of release through MAP

1/5/2025




2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).

---

1
Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX
and
To Steel & Tube Holdings Limited
Date this disclosure made: 1 May 2025
Date on which substantial holding began: 1 May 2025
Substantial product holder(s) giving disclosure
Full name(s): Steel & Tube Holdings Limited
Summary of substantial holding
Class of quoted voting products: Ordinary Shares
Summary for Steel & Tube Holdings Limited
For this disclosure,—
(a) total number held in class: 15,476,755
(b) total in class: 183,657,035
(c) total percentage held in class: 8.42687%
Details of relevant interests
Details for Steel & Tube Holdings Limited
Nature of relevant interest(s): A conditional right to control the disposition of 15,476,755
ordinary shares held by Perry Group Limited pursuant to (a) Specific Security Deed dated
30 April 2025 and (b) Lock Up Deed dated 30 April 2025.
For that relevant interest,—
(a) number held in class: 15,476,755
(b) percentage held in class: 8.426987%
(c) current registered holder(s): Perry Group Limited
(d) registered holder(s) once transfers are registered: Not applicable
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable

2
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure: Not applicable
Additional information
Address(es) of substantial product holder(s): 7 Bruce Roderick Drive, East Tamaki,
Auckland 2013
Contact details: Richard Smyth, +64 21 646 822, richard.smyth@steelandtube.co.nz
Name of any other person believed to have given, or believed to be required to give, a
disclosure under the Financial Markets Conduct Act 2013 in relation to the financial
products to which this disclosure relates: Perry Group Limited
Certification
I, Mark Malpass, certify that, to the best of my knowledge and belief, the information
contained in this disclosure is correct and that I am duly authorised to make this disclosure
by all persons for whom it is made.

Specific Security Deed
between
Perry Group Limited
Steel & Tube Holdings Limited

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED
Table of contents
Parties 1
Background 1
Covenants 1
1 Interpretation 1
2 Covenant to pay 4
3 Security 4
4 Representations 6
5 Undertakings 7
6 Enforcement 8
7 Receiver 9
8 Proceeds of enforcement 11
9 Liability for the Secured Property 11
10 Protection provisions 11
11 Limitations on Debtor's rights 12
12 No obligation to marshal 13
13 Power of attorney 13
14 Assignment 14
15 Costs 14
16 Remedies and waivers 14
17 Miscellaneous 15
18 Governing law 16
Schedule 1 Party details 17
Execution 18

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 1
Deed dated2025
Parties
1 Perry Group Limited (company number 191504) (‘Debtor’)
2 Steel & Tube Holdings Limited (company number 8418) (‘Secured Party’)
Background
The Debtor has agreed to enter into this Deed in favour of the Secured Party to secure certain obligations to
the Secured Party, on the terms and conditions set out in this Deed.
Covenants
1 Interpretation
1.1 Definitions
In this Deed, unless the context otherwise requires, terms defined in the SPA and used in this Deed
have the same meanings and, in addition:
‘Attorney’ means an attorney appointed under this Deed.
‘Authorised Representative’ means any agent or representative appointed by the Secured Party in
connection with this Deed, and includes an Attorney (but excludes a Receiver).
‘Distribution’ has the meaning given to that term in the Companies Act 1993 and includes:
a any reduction in capital, any acquisition by a company of a share in itself or its holding company
and any financial assistance provided by a company to enable another person to acquire any
such share;
b any direct or indirect transfer of money or assets or payment by a person to another person in
respect of any equity, capital interest, partnership interest or beneficial interest in that person
including any payment (including a payment of interest) in respect of any loan or other provision
of financial accommodation; and
c any payments to shareholders including in respect of shareholder advances or current account
balances.
‘Event of Default’ means a failure by the Debtor to pay any Secured Indebtedness to the Secured
Party.
‘Issuer’ means the Secured Party.
‘PLA’ means the Property Law Act 2007.
‘PPSA’ means the Personal Property Securities Act 1999.
‘Receiver’ means a person appointed as a receiver or receiver and manager under this Deed.
‘Related Rights’ means all:
a distributions;
30 April

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 2
b options or rights to take up any investment securities; and
c other rights, money or investment securities,
attributable to, or arising from, any Shares.
‘SPA’ means the agreement for sale and purchase of business assets dated23 February 2025
between Perry Metal Protection Limited and WSB Hamilton Limited as vendors (the ‘Vendors’), the
Debtor as guarantor and the Secured Party as purchaser.
‘Secured Indebtedness’ means all indebtedness due and payable by the Vendors and the Debtor to
the Secured Party in respect of any claim for breach of a Warranty (as that term is defined in the
SPA) made by the Secured Party under the SPA, in the manner and within the time period provided
for in the SPA.
‘Secured Property’ means all present and future right, title and interest (legal and equitable) of the
Debtor arising out of, or in connection with:
a the Shares;
b the Related Rights;
c the Share Rights;
d all proceeds of the Shares and the Related Rights; and
e all documents of title relating to the Shares and the Related Rights,
and all of the Debtor’s rights in relation to those Shares, Related Rights, Share Rights, proceeds,
and documents of title, including any rights that are after-acquired property of the Debtor.
‘Shares’ means the investment securities held by the Debtor in the Issuer, being 15,476,755
ordinary shares in the Secured Party issued to the Debtor under the SPA.
‘Share Rights’ means all securities, property and other rights (including the Distributions, interest or
income on them or from them) to which a holder of Shares is entitled or offered, including by way of
redemption, purchase, bonus, preference, option or otherwise.
1.2 Construction of certain references
In this Deed, unless the context otherwise requires:
A ‘consent’ includes an approval, authorisation, exemption, filing, licence, order, permit, recording or
registration.
‘costs’ incurred by a person include all commissions, charges, losses, expenses (including legal
fees on a solicitor and own client basis), liabilities and taxes incurred by that person.
‘indebtedness’ includes any obligation relating to the payment of money:
a whether present or future, actual or contingent;
b whether incurred alone, jointly, severally, or jointly and severally and as principal, surety or
otherwise;
c whether due to the lender alone, or with another person, and whether the lender is entitled for
its own account or for the account of another person;

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 3
d whether arising from a banker and customer relationship or another relationship;
e whether originally contemplated by the debtor or the lender or not;
f whether the lender is the original person the amount was owed to, or an assignee and, if the
lender is an assignee:
i whether or not the debtor consented to, or was aware of the assignment;
ii regardless of when the assignment occurred; and
iii whether or not the entitlements of that original person were assigned with the security
interests granted in this Deed; and
g if determined pursuant to any award, order, judgment or decree against the debtor, whether or
not the debtor was party to the court proceedings, arbitration or other dispute resolution process
in which that award, order, judgment or decree was made,
including any such obligation arising under derivative or similar products.
A ‘law’ includes common or customary law and any constitution, decree, judgment, legislation, order,
ordinance, regulation, directive, by-law, the rules of any stock exchange, statute, treaty or other
legislative measure, in each case of any jurisdiction whatever.
‘loss’ includes loss of profit and loss of margin.
‘obligations’ include covenants, conditions, stipulations, representations, warranties, guarantees,
undertakings, assurances and agreements.
A ‘person’ includes an individual, a body corporate, an association of persons (whether corporate or
not), a trust, a state, an agency of a state and any other entity (in each case, whether or not having
separate legal personality).
‘property’ includes:
a anything that is capable of being owned, whether it is real or personal property, and whether it is
tangible or intangible; and
b the whole and any part of the relevant person's business, assets (including leased assets),
undertaking, revenues, benefits and rights (in each case, present and future), and reference to
any property includes any legal or equitable interest in it.
‘rights’ includes authorities, consents, discretions, remedies, powers and causes of action.
A ‘security interest’ includes:
a a mortgage, pledge, charge, lien, hypothecation, encumbrance, deferred purchase, title
retention, finance lease, contractual right of set-off, flawed asset arrangement, sale-and-
repurchase and sale-and-leaseback arrangement, order and other arrangement of any kind, the
economic effect of which is to secure a creditor; and
b a ‘security interest’ as defined in section 17(1)(a) of the PPSA in respect of which the relevant
person is the debtor.
‘writing’ includes a facsimile transmission, an email communication and any means of reproducing
words in a tangible and permanently visible form.

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 4
A reference to a party, clause or schedule is a reference to a party to, clause of or schedule to this
Deed.
Examples and the use of the word ‘including’ and similar expressions do not limit what else may be
included.
A gender includes each other gender.
The singular includes the plural and vice versa.
Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.
Any legislation includes a modification and re-enactment of, legislation enacted in substitution for,
and a regulation, order-in-council and other instrument from time to time issued or made under, that
legislation.
A party to this Deed or another agreement includes its successors and its permitted assignees,
novatees and transferees.
Headings and the table of contents are to be ignored in construing this Deed.
1.3 PPSA terms
The terms account receivable, attach, collateral, debtor, document of title, financing change
statement, financing statement, future advance, personal property, possession, proceeds and
secured party have the meanings given to them in, or in the context of, the PPSA.
1.4 No postponement of attachment or subordination
Nothing in this Deed is to be construed as:
a an agreement that a security interest under this Deed attaches at a later time than the time
specified in section 40(1) of the PPSA;
b an agreement to subordinate a security interest under this Deed in favour of any person;
c a security interest attaching to, or being created in, any Secured Property (other than as
contemplated by this Deed); or
d any Personal Property becoming an accession to, or affixed to, any property that is not Secured
Property.
1.5 Value
The Debtor acknowledges that it enters into this Deed for value provided by the Secured Party.
2 Covenant to pay
2.1 Pay Secured Indebtedness
The Debtor will procure the payment of or pay the Secured Indebtedness at the times and on the
terms set out in the SPA.
3 Security
3.1 Security

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 5
a To secure due payment of the Secured Indebtedness, the Debtor:
i grants to the Secured Party a security interest in the Secured Property; and
ii assigns the Secured Property to the Secured Party.
b The security interest created under clause 3.1a above takes effect as:
i a transfer to the Secured Party, in respect of present and future accounts receivable and
chattel paper, and present and future rights in connection with any accounts receivable and
chattel paper; and
ii an assignment by way of security, in respect of present and future rights or choses in
action to which sub-paragraph (b)(i) above does not apply.
3.2 Continuing security
This Deed and each security interest created under this Deed:
a is a continuing security, notwithstanding intermediate payments, settlement of accounts or
anything else; and
b remains in full force until a final irrevocable discharge is given to the Debtor under clause 3.7
(Release of security) despite any transaction or other thing (including a settlement of accounts
or intervening payment).
3.3 Nature of obligations and enforcement
The Debtor’s obligations under this Deed:
a are principal obligations, and not ancillary or collateral to any other right or obligation; and
b may be enforced against the Debtor without the Secured Party first being required to exercise
any remedy it may have against another person.
3.4 Unconditionality of security
The Debtor’s obligations under this Deed are absolute, unconditional and irrevocable. The Debtor’s
liability under this Deed extends to, and is not affected by, any circumstance, act or omission that,
but for this clause, might otherwise affect it at law or in equity.
3.5 Priority
The security interests in personal property granted in this Deed are intended to take effect as first
ranking security and have the same priority in respect of all Secured Indebtedness.
3.6 Further assurance
On the request of the Secured Party, the Debtor must, at its own cost, promptly execute and deliver
to the Secured Party any transfer, assignment, security or other agreement, and do anything else
whatever that the Secured Party reasonably requires, to:
a obtain the priority required by the Secured Party; or
b perfect a security interest intended to be created under this Deed including:

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 6
i providing details of any Secured Property or of the Debtor required by the Secured Party;
or
ii delivering possession of any Secured Property to the Secured Party; or
iii registering, or allowing the registration of, a financing statement or a financing change
statement in respect of a security interest created under this Deed; or
c following the occurrence of an Event of Default, vest any Secured Property in the Secured Party
(or its nominee) or in a purchaser; or
d secure to the Secured Party the full benefit of its rights under this Deed (whether on
enforcement or otherwise); or
e following the occurrence of an Event of Default , transfer or assign absolutely to, or vest in the
Secured Party any Secured Property (including in terms of section 50 of the PLA); or
f allow the Secured Party, an Authorised Representative or a Receiver to exercise all or any of
the rights conferred on it under this Deed or by law.
3.7 Release of security
If, in the opinion of the Secured Party:
a the period for the Secured Party to make any claims against the Vendors and the Debtor has
expired under the SPA;
b all the Secured Indebtedness has been repaid in full; and
c there is no reasonable possibility that any Secured Indebtedness received by the Secured Party
will have to be repaid under any applicable law,
the Secured Party will provide a release of the Secured Property. All documents that are necessary
in connection with this release are to be in the form the Secured Party requires.
4 Representations
4.1 Representations relating to existing Secured Property
The Debtor represents that:
a Ability to create security
it is entitled to create a security interest in, and to assign absolutely, all the Secured Property to
the Secured Party and has obtained all consents needed to enable it to do so;
b No disputes
it is not aware of any breach or dispute arising in respect of any Secured Property;
c Sole owner
it is the sole legal and beneficial owner of, and has rights in, all of the Secured Property;
d No security interests

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 7
no security interest exists over or affects, nor is there any agreement to give or permit to exist
any security interest or other interest or right over or affecting any Secured Property;
e No other interest
no other person has any interest in, or other right over, the Secured Property;
f Shares
the Shares are fully paid and no amounts are owing with respect to them;
g No certificate
no certificate has been issued with respect to any Share; and
h No restriction on transfer
it has the right and ability to transfer the Shares to the Secured Party as contemplated in this
Deed and there are no restrictions or conditions on such transfer.
4.2 Timing of representations
Each of the representations in this clause 4 (Representations) will be deemed to be repeated
continuously so long as this Deed remains in effect, by reference to the facts and circumstances then
existing.
5 Undertakings
5.1 Undertakings relating to Secured Property
The Debtor undertakes that it will:
a Investment securities: in relation to any Shares that are Secured Property:
i on or prior to the date of this Deed, promptly deliver an executed blank transfer form in
relation to the Shares in favour of the Secured Party;
ii if any call or other amount becomes payable, pay that call to the Issuer on or before the
due date for payment;
iii until an Event of Default occurs exercise all voting rights in relation to any Shares provided
that the Debtor will not cast or refrain from casting a vote in a manner which could
reasonably be expected to affect adversely any security interest created pursuant to this
Deed; and
iv following the occurrence of an Event of Default:
A exercise all voting rights in relation to any Shares at the direction of the Secured Party;
and
B procure all Distributions are retained by or released to the Secured Party as part of the
Secured Property;
b Disposals
not dispose of any Secured Property;

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 8
c No security interests
not create or permit to exist any security interest over or affecting any Secured Property except
as created by this Deed;
d No prejudicial actions or omissions
not do, omit to do, or allow to occur, anything that might:
i render any Secured Property or a security interest created under this Deed invalid,
unenforceable or liable to forfeiture or cancellation;
ii cause or contribute to a deterioration in the value of any Secured Property; or
iii otherwise adversely affect the enforceability of any security interest created by this Deed;
and
e Change of name
not, without giving the Secured Party at least 30 business days’ notice:
i change its name, such notice to provide details of the proposed new name; or
ii allow anything to happen in respect of it or any Secured Property that would cause any
information in a financing statement to be different if it were re-registered.
6 Enforcement
6.1 Rights of Secured Party following default
To the extent permitted by law, if an Event of Default occurs:
a each security interest created under this Deed will become immediately enforceable;
b the Secured Party may, at any time, by notice to the Debtor declare all or any part of the
Secured Indebtedness to be due and payable immediately, on demand or at a later date as the
Secured Party may specify;
c the Secured Party, at its option:
i may take possession of and sell the Secured Property;
ii has all the rights of a natural person and may, in the name of the Debtor or otherwise, at
any time, do anything that the Debtor could do in relation to the Secured Property;
iii may, at any time, do anything that a Receiver could do under this Deed in relation to the
Secured Property (including pursuant to clause 7.4 (Receiver’s rights – general)), whether
or not a Receiver has been appointed; and
iv has all other rights conferred by law (including under Part 9 of the PPSA) in relation to the
Secured Property.
6.2 Power to take proceedings and make claims
If an Event of Default is subsisting, the Secured Party, an Attorney and a Receiver has full power to:
a make, enforce, settle, compromise, sue on and discharge all claims; and

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 9
b recover and receive all amounts payable in respect of any claim under any insurance policy.
6.3 Enforcement despite earlier payment
This Deed may be enforced:
a regardless of whether the Secured Party has accepted a payment after the occurrence of an
Event of Default; and
b without the need for any notice to, or for the consent or agreement of, the Debtor or another
person.
6.4 Waiver of rights
The Debtor:
a has no rights under, or by reference to, sections 114(1)(a), 133 and 134 of the PPSA; and
b waives its rights to:
i receive a statement of account under section 116 of the PPSA;
ii receive notice of any proposal of the Secured Party to retain collateral under section 120(2)
of the PPSA; and
iii object to any proposal of the Secured Party to retain collateral under section 121 of the
PPSA.
7 Receiver
7.1 Appointment of Receiver
The Secured Party may (in addition to and without prejudice to any of its other rights), at any time,
appoint in writing (and remove, replace and fix the terms of appointment of) one or more Receivers
(jointly and severally) in respect of any Secured Property on terms considered necessary or
expedient by the Secured Party if:
a An Event of Default occurs; or
b the Debtor so requests.
The power to appoint a Receiver under this clause 7 (Receiver) may be exercised notwithstanding:
c at the time this Deed becomes enforceable, or an appointment is made, an order may have
been made, or a resolution may have been passed, to wind up the Debtor; or
d a Receiver appointed in the circumstances specified in paragraph c above may not, or may not
in some respects, act as the Debtor’s agent.
7.2 Remuneration of Receiver
The Secured Party may fix the remuneration of a Receiver at an amount or on a basis agreed with
the Receiver or, failing agreement, as determined by the Secured Party. All remuneration payable to
any Receiver is payable by the Debtor on demand, and forms part of the Secured Indebtedness.
7.3 Receiver agent of Debtor

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 10
A Receiver is the agent of the Debtor. The Debtor is solely responsible for the acts and defaults of a
Receiver.
7.4 Receiver’s rights
Subject to any restriction imposed by the Secured Party, a Receiver has:
a all the rights conferred on receivers and managers by law (including under the Receiverships
Act 1993);
b all the rights of the Secured Party under clause 6.1 (Rights of Secured Party) (whether or not
those rights are yet enforceable by the Secured Party);
c all the rights of a natural person in relation to the Secured Property; and
d all other rights conferred by law (including under Part 9 of the PPSA) in relation to the Secured
Property,
and in each case, may exercise any or all of these rights without being responsible for any loss.
7.5 Exercise of power of sale
In connection with any sale contemplated by this clause 7 (Receiver), the Receiver has the right to:
a sell all or any part of the Secured Property, with or without any other property:
i subject to any security having priority over the security interest created by this Deed; and
ii on any terms the Receiver considers appropriate;
b cancel an agreement for sale over the Secured Property, and in that event has the right to:
i re-sell the relevant property without being answerable for any reduction in price;
ii allow or refund to the purchaser any sum the purchaser may be entitled to on such
cancellation; and
iii reverse any application of sale proceeds previously made;
c execute assurances, transfers and assignments of the Secured Property (including in the name
of the Debtor), give receipts for the purchase proceeds and do all other acts necessary or
desirable to complete the sale; and
d exercise any other incidental rights in connection with the sale as are conferred on the Receiver
(whether under this Deed or by law, agreement or otherwise),
and is not responsible for any loss, or for any act or thing done or omitted by any purchaser, and is
not obliged to enforce any right under any agreement for sale.
7.6 Co-operation in exercise of power of sale
If the Receiver intends to exercise a right to sell Secured Property, the Debtor may not do, or cause
to be done, anything to delay, adversely affect or otherwise prevent an expeditious sale and transfer
to the purchaser.

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 11
8 Proceeds of enforcement
8.1 Proceeds of enforcement
All money arising from or in connection with the exercise of the enforcement rights of a Receiver or
the Secured Party is to be applied in the manner and order determined by the Secured Party or any
Receiver. In the absence of such determination, then subject to:
a any claims ranking in priority to the security interest created under this Deed; and
b any mandatory provisions of law,
application will be made in the manner set out in clause 8.2 (Order of application in absence of
determination).
8.2 Order of application in absence of determination
Subject to clause 8.1 (Proceeds of enforcement), all money arising from or in connection with the
exercise of the enforcement rights of a Receiver or the Secured Party is to be applied in payment:
a first, of all costs incurred by the Secured Party, any Receiver and any Attorney in the exercise,
or attempted exercise, of rights under or in connection with this Deed;
b second, of any Receiver’s remuneration;
c third, of all other Secured Indebtedness; and
d fourth, of any surplus to the Debtor.
9 Liability for the Secured Property
9.1 Liabilities and obligations
The Secured Party does not (and will not be deemed to) undertake any obligation of the Debtor in
respect of the Secured Property by virtue of this Deed.
9.2 Performance of Debtor’s obligations by Secured Party
Notwithstanding clause 9.1 (Liabilities and obligations), and following failure by the Debtor to do so
(and whether or not any applicable grace period has expired), the Secured Party may (without being
obliged to do so) perform any obligation of the Debtor in respect of, or in connection with, any
Secured Property. Each amount spent for that purpose (including costs) must be reimbursed by the
Debtor on demand by the Secured Party.
10 Protection provisions
10.1 Exercise of powers
Subject to any mandatory law, no Secured Party, Authorised Representative or any Receiver will be
liable:
a in respect of any loss or damage that results from the exercise, attempted exercise or non-
exercise by the Secured Party or a Receiver of its rights under this Deed or conferred by law; or
b to account as a mortgagee in possession in respect of any Secured Property if it, any person on
its behalf or any Receiver takes possession of any Secured Property.

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 12
10.2 Protection of third parties
In relation to the exercise or purported exercise of the rights of the Secured Party, a Receiver or an
Authorised Representative under this Deed or conferred by law, no person:
a need enquire:
i whether the security created by this Deed has become enforceable;
ii whether a Receiver or an Authorised Representative has been properly appointed;
iii whether the relevant rights were exercised or are exercisable;
iv about the necessity for, or the expediency of, any conditions of any transaction or dealing;
v about the application of any amount paid to the Secured Party, a Receiver or an Authorised
Representative; or
vi about the propriety or regularity of any transaction or dealing; or
b will be affected by notice that any such transaction or dealing is unnecessary or improper.
10.3 Conflict of interests
The Secured Party, a Receiver and/or an Authorised Representative may exercise or agree to
exercise a right given by this Deed or by law, even though that person may have a conflict of interest
in exercising such right.
11 Limitations on Debtor's rights
11.1 Liability for cost
a None of the Secured Party, an Authorised Representative or any Receiver is liable for any cost
that the Debtor suffers as a direct or indirect result of:
i the exercise or attempted exercise of, or failure to exercise, any of the rights contained in
this Deed; or
ii any release or dealing with any guarantee or other security interest (including any prejudice
to, or loss of, the Debtor’s rights of subrogation).
b If the Secured Party, an Attorney or a Receiver enters into possession of Secured Property,
they are not liable:
i to account as a secured party in possession or for anything except actual receipts; or
ii for any cost on realisation, or for any default or omission for which a secured party in
possession might be liable.

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 13
11.2 Damages only remedy
The remedy of the Debtor in respect of any actionable impropriety or irregularity in the exercise, or
purported exercise, of any rights by the Secured Party, a Receiver or an Authorised Representative
shall be in damages only.
12 No obligation to marshal
The Secured Party is not required to marshal, enforce or apply under:
a any security interest, guarantee or other entitlement held at any time by it; or
b any money or property that it at any time holds or is entitled to receive.
13 Power of attorney
13.1 Appointment of attorneys
The Debtor irrevocably appoints the Secured Party and each Authorised Representative and, as an
independent appointment, appoints any Receiver, severally its attorney, at the Debtor's cost, to at
any time after the occurrence of an Event of Default:
a do anything necessary in the opinion of the Secured Party, Authorised Representative or the
Attorney to:
i complete this Deed;
ii give full effect to this Deed;
iii better secure the Secured Property to the Secured Party in a manner consistent with this
Deed; and
iv assist in the execution or exercise of any right under this Deed, including execute any
transfer (including any transfer in blank) or other agreement;
b exercise any or all rights available to the Debtor in connection with the Secured Property
(including rights available under the Companies Act 1993 or any other statute);
c exercise any or all rights and powers available to a Receiver under this Deed; and
d do anything else that the Debtor must or may do, or that the Secured Party may do, under this
Deed or by law.
13.2 General
a Each Attorney may appoint and remove substitutes, and may delegate its powers (including this
power of delegation) and revoke any delegation.
b An Attorney may do anything contemplated by this clause 13 (Power of attorney):
i even if there is an actual or potential conflict of interest or duty, or the Attorney might
benefit from doing it; and
ii in its name, or in the name of the Debtor.
c The Debtor must ratify anything done by an Attorney under this clause 13 (Power of attorney).

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 14
d The Debtor gives the power of attorney in this clause 13 (Power of attorney):
i to secure performance by the Debtor of its obligations to the Secured Party under this
Deed and any property interest of the Secured Party under this Deed; and
ii for valuable consideration, receipt of which is acknowledged by the Debtor.
13.3 Ratification
The Debtor hereby ratifies and confirms to each person dealing with the Secured Party, a Receiver,
an Authorised Representative and each Attorney whatever the Secured Party, a Receiver or that
Attorney does in the exercise of any of the rights referred to in this clause 13 (Power of attorney).
14 Assignment
14.1 Benefit and burden of this Deed
This Deed is binding on and enures for the benefit of the parties and their respective successors and
permitted assignees, novatees or transferees.
14.2 The parties
Neither party may assign, novate or transfer any of its rights or obligations under this Deed without
the consent of the other party. Each permitted assignee, novatee or transferee of a party is to have
the same rights against the other party under this Deed as if named in this Deed as that original
party.
15 Costs
a Each party will pay their own cost incurred in connection with the preparation, negotiation, entry
into, registration, amendment and release of this Deed or any related financing statement.
b The Debtor will pay each cost incurred by the Secured Party in connection with the exercise,
protection or enforcement of the rights of the Secured Party under this Deed, in each case on
demand and on a full indemnity basis.
16 Remedies and waivers
16.1 Exercise of rights and waivers
Time is of the essence in respect of all dates and times for compliance by the Debtor with its
obligations under this Deed. However, no failure to exercise, and no delay in exercising, a right of the
Secured Party under this Deed will operate as a waiver of that right, nor will a single or partial
exercise of a right preclude another or further exercise of that right or the exercise of another right.
No waiver by the Secured Party of its rights under this Deed is effective unless it is in writing signed
by the Secured Party.
16.2 Verification statement
The Debtor waives its right under section 148 of the PPSA to receive a copy of a verification
statement in respect of any financing statement or financing change statement registered by the
Secured Party in respect of any Secured Property.

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 15
16.3 Exclusion of waivers
For the avoidance of doubt, the assignment by way of security in this Deed specifically precludes the
remedies of damages and cancellation as against the Secured Party, for the purposes of sections 54
to 57 of the Contract and Commercial Law Act 2017.
16.4 Remedies cumulative
The rights of the Secured Party under this Deed are cumulative and not exclusive of any rights
provided by law.
17 Miscellaneous
17.1 Amendments
No amendment to this Deed is effective unless it is in writing signed by both parties.
17.2 Partial invalidity
The illegality, invalidity or unenforceability of a provision of this Deed under any law will not affect the
legality, validity or enforceability of that provision under another law or the legality, validity or
enforceability of another provision.
17.3 Property Law Act
a Personal Property
The covenants set out in clauses 3(2), 6(2) and 12 of Part 2 of Schedule 1 to the PLA are
excluded from this Deed.
b Conflict
In the event of any conflict between the provisions of a Finance Document and the provisions of
Part 1 or Part 2 of Schedule 2 to the PLA, the provisions of this Deed shall apply.
c Delivery
For the purposes of section 9 of the PLA, and without limiting any other mode of delivery, this
Deed will be delivered by the Debtor immediately on the earlier of:
i physical delivery of an original of this Deed, executed by the Debtor, into the custody of the
Secured Party or its solicitors; or
ii transmission by the Debtor or its solicitors (or any other person authorised in writing by the
Debtor) of a facsimile, photocopied or scanned copy of an original of this Deed, executed
by the Debtor, to the Secured Party or its solicitors.
17.4 No limitation
The Secured Party’s rights under this Deed do not limit, and are in addition to, any other right to
which the Secured Party is at any time entitled (whether under this Deed or by law, agreement or
otherwise) and may be exercised by the Secured Party without prior notice to the Debtor or any other
person.

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 16
17.5 Immunity
The Debtor waives any immunity (including from any proceeding and enforcement process) it may
have in any jurisdiction.
17.6 Moratorium legislation
To the maximum extent permitted by law, all moratorium legislation is negated and excluded from
application to this Deed, to the extent that it directly or indirectly:
a lessens, varies or affects, in favour of the Debtor or any Secured Indebtedness; or
b delays, prevents or adversely affects the exercise of any right by the Secured Party or any
Receiver or Authorised Representative.
17.7 Contract and Commercial Law Act 2017
For the purposes of Part 2, Subpart 1, of the Contract and Commercial Law Act 2017, each Receiver
and Authorised Representative is entitled to enforce against the Debtor each provision of this Deed
that confers a benefit on a Receiver or an Authorised Representative (as the case may be).
However, no Receiver or Authorised Representative needs to consent to any amendment made to
this Deed.
17.8 Counterparts
This Deed may be signed in any number of counterparts all of which, when taken together, will
constitute one and the same instrument. A party may enter into this Deed by executing any
counterpart.
17.9 Service
Without prejudice to any other mode of service allowed under any relevant law, the Debtor agrees
that any document in an action may be served on it by being delivered to or left for it at its address
for service of notices under this Deed.
18 Governing law
This Deed is governed by, and is to be construed in accordance with, New Zealand law.

DENTONS KENSINGTON SWAN | SPECIFIC SECURITY DEED 17
Schedule 1 Party details
Debtor details

Name of organisation: Perry Group Limited
Type of organisation: NZ Limited Company
Incorporation number: 191504
NZBN number: 9429040092515
Address for notices: Perry House, 360 Tristram Street, Hamilton 3204
[To be confirmed.]
Full name of person acting on behalf of Debtor: [insert]
Email address of person acting on behalf of Debtor: [insert]


Secured Party details

Name:


Steel & Tube Holdings Limited

Address for notices: 7 Bruce Roderick Drive, East Tamaki,
Auckland, 2013 , New Zealand

Attention:

Email:

Marc Hainen

marc.hainen@steelandtube.co.nz