4DS MEMORY LIMITED — Capital/Financing Update 2021

Nov 24, 2021

4DS Memory Limited | ABN 43 145 590 110 Level 2, 50 Kings Park Road, West Perth WA 6005 PO Box 271, West Perth WA 6872

+61 8 6377 8043 | david@4dsmemory.com | www.4dsmemory.com

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25 November 2021

Dear Shareholder

INVITATION TO PARTICIPATE IN SPP OFFER

As announced on 25 November 2021, 4DS Memory Limited ( 4DS or Company ) is intending to raise $5 million (with the ability to raise up to $6 million) to apply towards research and development and working capital through:

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• a placement of 52,083,333 Shares to professional and sophisticated investors at an issue price of $0.048 per Share ( Placement Shares ) to raise up to a total of $2,500,000 ( Placement ); and

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• a security purchase plan, pursuant to which the Company will seek to raise up to $2,500,000 ( SPP ), through the issue of 52,083,333 Shares at an issue price of $0.048 per Share ( SPP Shares ) with the ability to accept oversubscriptions of up to an additional $1,000,000 ( SPP Offer ).

The Board of the Company is pleased to invite you to participate in the offer of up to $30,000 of new Shares at an issue price of $0.048 per Share under the SPP ( SPP Offer ).

A prospectus in relation to the SPP Offer was lodged by 4DS with ASIC and ASX on 25 November 2021 ( Prospectus ). An electronic copy of the Prospectus, along with information with respect to applying for your entitlement under the SPP Offer is accessible at https://www.4dsmemory.com/investors/prospectus.

The Company is undertaking the SPP Offer pursuant to the Prospectus to allow Eligible Shareholders to apply for $30,000 worth of new Shares (subject to scale back at the Company’s absolute discretion – refer to Section 4.9 of the Prospectus).

Based on the capital structure of the Company as at the date of the Prospectus, a maximum of 72,916,666 Shares will be issued under the SPP Offer ( SPP Shares ) (assuming the maximum oversubscriptions of up to $1,000,00 worth of SPP Shares are received).

The Company intends to issue the Shares under the SPP Offer under Listing Rule 7.2 Exception 5. Any oversubscriptions to the SPP will be deducted from the Company’s existing placement capacity under Listing Rule 7.1. If all the SPP Shares are issued (including maximum oversubscriptions), the Company will receive $3,500,000.

Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares.

Your application for the SPP Offer must be made on your personalised Application Form. Your personalised Application Form, along with this Prospectus, is accessible at the links set out in the table on the next page. You will need to provide your Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and postcode to access the online application system and follow the instructions provided including making payment by BPAY®. Your electronic acceptance of the SPP Offer should be made using this electronic service, with payment via BPAY®.

INSTRUCTIONS TO ACCESS THE SPP FORM ONLINE

I already have an online account with Automic share registry	I don’t have an online account with	I don’t have an online account with Automic – but want to use Automic for this Offer only
	Automic – but wish to register for one
https://investor.automic.com.au Select: “Existing Users Sign In” Once you have successfully signed in, click on “Documents and Statements” Download the Prospectus and SPP Application Form	https://investor.automic.com.au/#/signup Select:4DS Memory Limitedfrom the dropdown list in theISSUERfield Enter you holder number SRN / HIN (from your latest Holding Statement) Enter Postcode (Aust only) or Country of Residence (if not Australia) Tick box “I am not a robot”, thenNext Complete prompts Once you have successfully signed in, click on “Documents and Statements” Download the Prospectus and SPP Application Form	https://investor.automic.com.au/#/loginsah Select:4DS Memory Limitedfrom the dropdown list in theISSUERfield Enter you holder number SRN / HIN (from your latest Holding Statement) Enter Postcode (Aust only) or Country of Residence (if not Australia) Tick box “I am not a robot”, thenAccess Once you have successfully signed in, click on “Documents and Statements” Download the Prospectus and SPP Application Form

If you are unable to access the Prospectus online, then you can obtain a copy of the Prospectus and your entitlement form by calling Automic Group on 1300 288 664 or emailing hello@automic.com.au and asking them to mail a paper copy of the Prospectus and your entitlement form to you free of charge.

For New Zealand shareholders, or other shareholders, who are unable to use BPay, please contact the Share Registry on +61 2 9698 5414 for alternative payment arrangements.

Key features of the SPP Offer:

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• Eligible Shareholders for the Shares are shareholders of the Company with a registered address in Australia and New Zealand at 5pm (WST) on 22 November 2021 ( Record Date ).

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• Applications and payment of funds must be received by the share registry on or before 5pm (WST) 14 December 2021 (subject to variation in accordance with applicable laws and regulations).

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• Funds raised from the SPP Offer will be applied towards research and development and working capital.

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• Application for quotation on ASX of the SPP Shares will be made immediately following the issue of those Shares.

Key Dates for the SPP

Action	Date*
Record Date of SPP	24 November 2021
Announcement of SPP	25 November 2021
Lodgement of Prospectus with the ASIC and ASX	25 November 2021
Opening Date of the Offers	25 November 2021
Closing Date of the Lead Manager Options Offer	1 December 2021
Issue of Shares under the Placement	3 December 2021
Issue of Lead Manager Options	3 December 2021
Closing Date of the SPP Offer	14 December 2021
Issue of Shares under the SPP Offer	16 December 2021

* The above dates are indicative only and may change without notice.

Actions required by Eligible Shareholders

The number of SPP Shares to which Eligible Shareholders are entitled ( Entitlement ) is shown on the Application Form that accompanies the Prospectus which you can access by entering your personal details (including Securityholder Reference Number (SRN) or Holder Identification Number (HIN), and postcode) at the links provided above (refer to table titled “Instructions to access the SPP Form Online”).

As an Eligible Shareholder, you may:

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apply for your full Entitlement (refer to Section 4.10 of the Prospectus); or

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accept part of your Entitlement (refer to Section 4.10 of the Prospectus); or

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if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

Dilution

Upon implementation of the SPP Offer (and assuming completion of the Placement), assuming all SPP Shares (including maximum oversubscriptions) and all Placement Shares are issued, the number of Shares in the Company will increase from 1,322,074,841 currently on issue to 1,447,074,841Shares. This means that immediately after completion of the Placement and SPP Offer, each existing Share will represent a lower proportion of the ownership of the Company than is currently the case. If you have any queries about the SPP Offer, please contact the Company on +61 8 6377 8043 or send an email to david@4dsmemory.com.

Yours faithfully

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David McAuliffe Executive Director 4DS Memory Limited