Underwood Capital Acquires 90,000 Shares on July 14, 2026, Advancing On-Market Buy-Back Program

Overview of Underwood Capital's On-Market Buy-Back Program: Framework, Broker, and Shareholder Consent

Underwood Capital Limited is conducting an on-market buy-back of its ordinary fully paid shares under ASX Listing Rule 3.8A, which mandates daily notifications to be lodged at least 30 minutes prior to market open on the business day following any repurchase. The buy-back was initially disclosed on 23 September 2024, with the current tranche commencing on 10 April 2026. The program is scheduled to end on 9 April 2027, providing a 12-month period for share repurchases in the open market.

Taylor Collison Limited (ABN 53 008 172 450) serves as the appointed broker facilitating the buy-back on Underwood Capital's behalf. The company has confirmed that the buy-back does not require security holder approval. All payments are made in Australian dollars, with the repurchase price being a known cash consideration. The maximum authorized repurchase volume is 20,532,686 shares, representing approximately 10% of the 205,326,864 ordinary fully paid shares outstanding at the program’s inception.

Details of July 14, 2026 Purchase: 90,000 Shares Bought at AUD $0.051 Each

On 14 July 2026, Underwood Capital acquired 90,000 ordinary fully paid shares at AUD $0.051 per share, totaling AUD $4,672.50 for that day’s transactions. This price was both the highest and lowest paid on that day, indicating all shares were bought at a consistent price in the secondary market. The purchase was executed on-market through Taylor Collison Limited, adhering to program terms.

The notification also states that the maximum allowable price under ASX Listing Rule 7.33 on the previous day was AUD $0.05678. This regulatory cap prevents artificial price inflation during buy-back activities. The actual purchase price of $0.051 was well below this ceiling, demonstrating compliance with listing rules on that day. No further details were provided regarding intraday volumes or exact timing of trades.

Cumulative Buy-Back Progress: 1,886,057 Shares Repurchased Since Program Start

Including the 90,000 shares purchased on 14 July 2026, Underwood Capital has repurchased a total of 1,886,057 ordinary fully paid shares since the program’s inception. This cumulative figure encompasses all on-market purchases made under current and prior notifications. As of the previous day’s close, 18,646,629 shares remain available for buy-back under the authorized maximum.

Total consideration paid to date, including the latest purchase, amounts to AUD $98,964.62. The company has not issued updates on earnings per share, net asset value per share, or other financial metrics adjusted for the reduced share count. Investors may track these metrics as the buy-back progresses through April 2027 due to potential impacts on per-share valuations.

Price Range of Shares Acquired From April to July 2026

The company’s disclosure indicates that since the program began on 10 April 2026, the highest price paid for shares was AUD $0.054 on 26 June 2026, while the lowest was AUD $0.045 on 10 April 2026. This represents a trading range of $0.045 to $0.054, a spread of $0.009 or roughly 20% between the lowest and highest buy-back prices.

The 14 July 2026 purchases at $0.051 fall within this range, closer to the upper end. The announcement did not include management commentary on whether current prices represent value or guidance on future purchase pacing. The immediate share price impact of this transaction was not disclosed. Notably, the $0.051 price paid is a $0.006 premium over the program’s lowest buy-back price recorded at launch.

Maximum Buy-Back Limit of 20,532,686 Shares and Its Capital Implications

The program’s maximum repurchase limit is 20,532,686 shares, equal to 10% of the 205,326,864 ordinary fully paid shares outstanding at program commencement. This aligns with ASX regulations allowing companies to repurchase up to 10% of issued shares within a rolling 12-month period without shareholder approval.

As of 14 July 2026, Underwood Capital has repurchased approximately 0.92% of issued capital, leaving about 9.08% still available for buy-back before the program’s expiry on 9 April 2027. The company has not indicated whether it plans to reach the maximum limit or provided guidance on future repurchase volumes. At the current pace, significant capacity remains before the authorized ceiling is reached.

Taylor Collison Limited’s Role as Broker in Underwood Capital’s Buy-Back

Taylor Collison Limited (ABN 53 008 172 450) acts as the executing broker for Underwood Capital’s on-market buy-back. As a licensed Australian financial services provider and ASX participant, Taylor Collison purchases shares on the open market per Underwood Capital’s instructions and within price limits set by ASX Listing Rule 7.33.

Having a dedicated broker is standard for buy-back programs, ensuring transparency and regulatory compliance. All purchases by Taylor Collison are reported daily to the ASX, keeping the market informed of transaction volumes, prices, and cumulative progress. The company has not disclosed specific instructions or price parameters beyond the publicly stated ceiling price.

Regulatory Compliance: Daily Notifications Under ASX Listing Rule 3.8A

Underwood Capital’s daily buy-back notifications comply with ASX Listing Rule 3.8A, which requires entities conducting on-market or other buy-backs to file daily reports with the ASX at least 30 minutes before market open on the business day following any repurchase. This ensures ongoing market transparency and integrity.

The Appendix 3C form used includes standardized fields covering buy-back type, broker details, total shares on issue, maximum buy-back quantity, daily and cumulative purchase volumes, consideration paid, and price range data. The company confirmed no additional information beyond mandatory disclosures was provided, per Part 3D of the form.

Program Duration: Buy-Back Window from April 10, 2026, to April 9, 2027

The current buy-back program spans from 10 April 2026 to 9 April 2027, allowing Underwood Capital a full year to repurchase shares in the open market. The initial program notification was filed on 23 September 2024. The most recent prior update was on 26 June 2026, with this update filed on 14 July 2026, indicating that not all trading days involve purchases, as notifications are only required on days when shares are bought.

With roughly nine months remaining and 18,646,629 shares still available, the company retains flexibility to adjust repurchase activity based on market conditions, share price, or capital management goals. No updated guidance on timelines, target completion, or potential early suspension has been provided. Investors should monitor future daily reports to evaluate changes in repurchase activity.

Risk Considerations: Remaining Buy-Back Capacity and Share Price Volatility

A key risk for Underwood Capital’s buy-back relates to the interaction between authorized repurchase volume and share price fluctuations. While the program authorizes repurchasing up to 10% of issued shares, the total cash required depends on prevailing market prices. If share prices rise significantly above the current trading range, the cost to reach the maximum volume will increase, potentially limiting full program completion within budget and timeframe.

Conversely, declining share prices would enable the company to repurchase more shares for the same expenditure, potentially accelerating program completion. The company has not disclosed cash reserves, liquidity, or funding arrangements dedicated to the buy-back, limiting investors’ ability to assess financial capacity to complete repurchases. Additionally, no broader financial or earnings information was provided in this update, which focuses solely on the daily buy-back notification per ASX Listing Rule 3.8A.