T&G GLOBAL LIMITED

Shareholders of T&G Global Limited

The New Zealand Companies Register records 122,543,204 shares on issue for T&G Global Limited (company number 41406), most recently updated on 31 July 2026. The register notes that, because the company is listed, only the largest parcels are entered and a complete shareholder list must be obtained from the company.

The largest holding on the register is BayWa Global Produce GmbH, Munich, Germany, with 90,671,206 shares. Against the 122,543,204 shares on issue that is 73.99%, the same figure disclosed in the company’s 20 largest shareholders table as at 31 December 2025. The 76.19% figure held on file for this holding is not supported by the register and appears to have been calculated against a smaller share count; the share number itself, 90,671,206, matches.

The second holding is Wo Yang Limited, Hong Kong, with 24,496,386 shares, or 19.99%. The company’s 2025 annual report records BayWa Aktiengesellschaft and Wo Yang Limited as the only substantial security holders under section 280 of the Financial Markets Conduct Act 2013 as at 31 December 2025. News reporting of the sale process describes the 19.99% holder as a vehicle connected to the Hong Kong-based Joy Wing Mau Group; that attribution is not made in the register or in the company’s own filings reviewed here.

BayWa Global Produce GmbH’s 73.99% is well above the 20% threshold at which the New Zealand Takeovers Code is engaged. Wo Yang Limited’s 19.99% sits immediately below that threshold. Remaining register entries are small: Bartel Holdings Limited 1,319,154 shares (1.08%), New Zealand Depository Nominee Limited 825,283 (0.67%), Queen Street Nominees Limited 503,523 (0.41%), HSBC Nominees (New Zealand) Limited 344,920 (0.28%), Tribal Nominees Limited 332,576 (0.27%). Several of those are custodian or nominee names holding for underlying clients who are not identified on the register, so they do not describe the beneficial free float. The figure held on file for Gareth Edgecombe, 0.10%, is a small individual holding by the chief executive and is not a control position.

Ultimate beneficial ownership

The register records the ultimate holding company as BayWa Aktiengesellschaft, Germany (holding company details updated 21 July 2021). The company’s 2025 financial statements state the same chain: BayWa Global Produce GmbH is the Immediate Parent and BayWa Aktiengesellschaft is the Ultimate Parent, both based in Munich, Germany.

BayWa AG is itself a listed German company with no single controlling natural person. Its own investor disclosure as at 30 June 2026 shows a free float of 32.9%, with the balance held by its two Raiffeisen anchor shareholders, Bayerische Raiffeisen-Beteiligungs-AG and Raiffeisen Agrar Invest AG, together approximately 67.1%. A voting-rights notification recorded by BayWa AG shows RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN reg. Gen.m.b.H. at 31.8% as at 11 November 2025. No natural person is identified as an ultimate beneficial owner at the top of this chain.

Change of control is pending, not completed. T&G told NZX on 4 December 2024 that BayWa AG had announced potential changes to its business including the envisaged sale of major holdings outside Germany. The company’s 2025 annual report, released on 27 February 2026, states that its majority shareholder BayWa Global Produce GmbH intends to liquidate its shareholding within the next two years, and that the board secured financing through to 2028 as a prudent step in that light. As at 24 September 2026 no agreement for the sale of the 73.99% holding had been announced by T&G to NZX, no takeover notice under the Takeovers Code had been disclosed, and no Overseas Investment Office consent for a change of control of the company had been announced. Any purchaser of that holding would require Overseas Investment Act consent if it were an overseas person, and would be subject to the Takeovers Code; neither step has been reported as taken.

Data availability

New Zealand does not operate a public register of beneficial owners. The Companies Register shows legal shareholders of record only, and for listed companies only the largest parcels, so nominee and custodian entries cannot be looked through from public sources. Percentages above are stated against 122,543,204 shares on issue. The on-file shareholder record for this company is incomplete and should not be relied on: it omits Wo Yang Limited, the 19.99% second-largest holder, and states the BayWa Global Produce GmbH holding as 76.19% where the register and the annual report both give 73.99%. The stored company number 167840775 is a data provider identifier; the New Zealand company number is 41406.

Directors and officers of T&G Global Limited

The New Zealand Companies Register records six current directors of T&G Global Limited (company number 41406). There are no executive directors on the board. Locality only is given below; nationality is not recorded by the New Zealand register for any of them, so it is Not disclosed.

• Benedikt Joerg Mangold — director since 6 September 2019, Munich, Germany. Chair of the board since June 2021. The company’s governance disclosure classifies him as a Non-Independent Director and states he is chief executive of BayWa Global Produce GmbH, the majority shareholder.
• Michael Alexander Baur — director since 19 November 2024, Kilchberg, Switzerland. Non-Independent Director; the governance disclosure states he joined the Board of Management of BayWa AG as Chief Restructuring Officer in October 2024.
• Carol Anne Campbell — director since 28 June 2010, Auckland, New Zealand. Independent Director; chairs the Finance, Risk and Investment Committee.
• Robert James Hewett — director since 9 August 2018, Lawrence, New Zealand. Independent Director; chairs the Human Resources Committee.
• Ralf Tobias Priske — director since 15 December 2017, Rosenheim, Germany. Non-Independent Director; the governance disclosure states he is Head of Asset Management International for BayWa AG and Head of Legal and Compliance of BayWa Global Produce GmbH.
• Philipp Edward Arthur Max Trachtenberg — director since 10 March 2025, Munich, Germany. Non-Independent Director; the governance disclosure states he was appointed chief financial officer of BayWa Global Produce GmbH in 2025.

Four of the six directors are identified in the company’s own governance disclosure as Non-Independent and hold positions within the BayWa group; only Carol Campbell and Rob Hewett are identified as Independent Directors.

Senior executives are not directors of the company. The 2025 annual report lists the executive team as Gareth Edgecombe (Chief Executive Officer), Shane Kingston (Chief Operating Officer, Apples), Doug Bygrave (Chief Financial Officer), Andrew Ramsay (Chief Information Officer), Adrienne Sharp (Head of Corporate Affairs) and Heather Kean (Director, People & Culture).

Recent officer changes

• Philipp Trachtenberg appointed a director on 10 March 2025.
• Andreas Helber ceased to be a director on 31 March 2025.
• Michael Baur appointed a director on 19 November 2024.

Data availability

The officer record held on file for this company was stale and has not been used. It showed Mau Wah Liu as a current director appointed 28 April 2017, whereas the register records that he ceased to be a director on 24 June 2020, and it omitted four of the six directors now in office, including the chair. Directors’ appointment dates above are taken from the register and their roles and independence status from the company’s 2025 annual report governance disclosure. The New Zealand register publishes directors’ residential addresses; only the city or locality is reproduced here, and dates of birth are not published or reproduced.

Group structure of T&G Global Limited

T&G Global Limited is the listed parent of its own group and is itself controlled from Germany. The chain above the company is T&G Global Limited → BayWa Global Produce GmbH (73.99%) → BayWa Aktiengesellschaft, the ultimate holding company recorded on the New Zealand register and named as Ultimate Parent in the 2025 financial statements. Above BayWa AG there is no controlling individual: it is a listed German company whose own disclosure as at 30 June 2026 shows a 32.9% free float and approximately 67.1% held between its two Raiffeisen anchor shareholders.

The table below sets out that chain and the significant subsidiaries listed in note 22 of the company’s 2025 annual report. Note 22 lists 34 significant subsidiaries; the balance date of all of them is 31 December. Ownership percentages are those disclosed for 2025.

The group perimeter is changing. The sale agreements announced on 30 July 2026 cover the T&G Fresh business, the Fijian and Pacific Islands export businesses and the 51% interest in Unearthed Produce Limited, so several New Zealand and Fijian entities above are expected to leave the group during 2026.

Data availability

The group linkage held on file for this company was not used. It sets BayWa AG as the top node and then lists roughly 150 direct children — the whole BayWa global tree, including US solar and Korean energy special purpose vehicles unrelated to this company — with T&G Global Limited sitting among them as one of many siblings. That is the parent’s group, not this company’s. Entities such as Capital Fruit (Pty) Ltd and Profruit Investments (Pty) Ltd appear in that stored tree but are not subsidiaries of T&G Global Limited and do not appear in note 22 of its 2025 annual report; T&G Chile SpA does appear and is included above.

Registration numbers for the subsidiaries and for the two German parent entities were not verified against their home registers in this review and are shown as not verified rather than guessed. Ownership percentages and countries are as disclosed by the company for the year ended 31 December 2025; the parent holding percentage is from the New Zealand Companies Register as updated on 31 July 2026.