noumi Limited Class Action

Background

Slater and Gordon (SGH) has filed a shareholder class action against noumi Limited (NOU.AX) (noumi) (formerly Freedom Foods Group Limited (FNP.AX)) and noumi’s auditors, Deloitte Touche Tohmatsu (‘Deloitte’), on behalf of persons that acquired NOU securities between 7 December 2014 to 24 June 2020 (inclusive) (Claim Period).

The proceeding alleges that eligible shareholders have claims against noumi and Deloitte as a result of acquiring NOU securities in the Claim Period at an inflated price due to the allegedly misleading conduct of noumi and Deloitte, as well as noumi’s alleged contravention of its continuous disclosure obligations.

noumi Limited was until 29 November 2021 named Freedom Foods Group Limited. The company’s change of name will have no impact on the proceeding, or on the rights of group members who purchased shares in the company when it was trading as Freedom Foods Group Limited under the FNP ticker.

Consolidation

The proceeding has now been consolidated with a second proceeding against noumi and Deloitte being run by Phi Finney McDonald (PFM). The consolidation means that the two existing proceedings have become one numbered proceeding, with two plaintiffs instructing and two plaintiff law firms representing the interests of group members. SGH and PFM will each conduct half of the legal work in the consolidated proceeding, work cooperatively together in line with an agreed Cooperative Litigation Protocol and apply at the appropriate time for a group costs order at a rate not to exceed 22% (including GST).

Group members who had registered to be a member of either proceeding do not need to take any additional steps to become a member of the consolidated proceeding.

Allegations

The proceeding alleges that noumi:

• contravened its obligations of continuous disclosure of price sensitive information under section 674 of the Corporations Act 2001 (Cth) (the Act), by failing to release material information relevant to its financial performance during the Claim Period in respect of inventory, property plant and equipment, goodwill, trade and receivables, bad and doubtful debt, and other matters; and
• made statements about its financial performance which amounted to misleading or deceptive conduct, in contravention of section 1041H of the Act, section 12 DA of the ASIC Act and s 18 of the Australian Consumer Law.

The proceeding also alleges that noumi’s half-year and full year financial reports did not provide a true and fair view of noumi’s financial position and that Deloitte had not obtained sufficient audit evidence to provide a basis for its audit opinions in each of those reports between FY14 and FY19. It is further alleged that the auditor’s conduct in the Claim Period misled investors, in contravention of section 1041H and 1041E of the Act, section 12 DA of the ASIC Act and s 18 of the Australian Consumer Law.

Claim Period

The proceeding relates to the conduct of noumi and Deloitte between 7 December 2014 and 24 June 2020 (inclusive).

Investors who purchased shares in noumi (NOU.AX) (then Freedom Foods Group Limited (FNP.AX)) during this period may be group members in the proceeding.

Group Costs Order Awarded

On 8 November 2022, the Supreme Court of Victoria approved a Group Costs Order (GCO) at a rate of 22% (including GST). This means that, subject to further order, group members are to share between them at least 78% of any monetary compensation paid by noumi and Deloitte in this class action, on the basis that Slater and Gordon bears the costs of the proceeding and accepts the risk of paying noumi and Deloitte’s legal costs if the case is unsuccessful. In return, Slater and Gordon will be paid a maximum of 22% of any damages award or settlement.

Group members are not, and will not be, liable for any legal costs out of their own pocket by registering or participating in this class action.

For more information on the funding arrangements for this proceeding, please read the Updated Funding Information Summary Statement and the Updated Group Proceeding Summary Statement in the Key Documents section below.

Successful intervention in ASIC proceeding

Separately from the class action, ASIC brought a proceeding against noumi in the Federal Court of Australia — ASIC v Noumi Limited & Ors (NSD163/2023). Noumi has been ordered by the Federal Court (Federal Court) to pay a $5 million penalty as a result of alleged contraventions during the period 29 August 2019 to 25 May 2020 inclusive (ASIC Claim Period).

In August 2024, following an application by the class action plaintiffs to intervene in the ASIC proceeding, the Honourable Justice Jackman of the Federal Court of Australia ordered that the $5 million penalty be paid into the Federal Court until the class action is resolved.

Payment of the penalty will be made in 3 tranches, concluding in August 2026.

On 25 June 2025, Justice Delany made:

1. declarations that noumi has engaged in two contraventions of s 674(2) of the Corporations Act in the period covered by the ASIC proceeding; and
2. a compensation order under s 1317HA of the Corporations Act to facilitate access by certain group members to the $5 million penalty sum.

On 2 December 2025, the class action plaintiffs applied to the Federal Court for orders pursuant to s 1317QF(3) of the Corporations Act, making the penalty sum available for distribution to group members with a claim in the ASIC Claim Period. Justice Jackman subsequently made the orders sought.

Link to the Federal Court judgment and orders below:

Federal Court judgment (ASIC v Noumi Limited (No. 5) [2025] FCA 1524)

Key Documents

Federal Court judgment (ASIC v Noumi Limited (No. 5) [2025] FCA 1524) regarding penalty sum

Supreme Court judgment (Gehrke & Anor v Noumi Ltd & Anor [2025] VSC 373) regarding settlement approval

Settlement Approval Orders dated 25 June 2025

Orders of Justice Delany dated 28 July 2025

Joint Plaintiffs’ Consolidated Writ and Statement of Claim

First Defendant’s Defence to the Joint Plaintiffs’ Consolidated Writ and Statement of Claim

Second Defendant’s Defence to the Joint Plaintiffs’ Consolidated Writ and Statement of Claim

First Defendant’s Notice Claiming Contribution

Second Defendant’s Third Party Notice

First Defendant’s Defence to the Statement of Claim on the Second Defendant’s Third Party Notice

Funding Information Summary Statement

Group Proceeding Summary Statement (Updated)

Court Notice to Group Members: Opt Out or Registration

Notice of Proposed Settlement