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AMBERTECH LIMITED Capital/Financing Update 2021

May 18, 2021

64378_rns_2021-05-18_f7d3d207-7871-477b-a660-b54993a20bc2.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT 19 MAY 2021

AMO DIVIDEND REINVESTMENT PLAN

The Board of Ambertech Limited (ASX:AMO) has introduced a Dividend Reinvestment Plan (DRP).

AMO invites all eligible shareholders to participate in the DRP subject to the rules of the DRP (DRP Plan Rules). The DRP will be available for the final dividend for the year ending 30 June 2021 (if any) and applies for subsequent dividends unless a notice is given of suspension or termination of the DRP.

The DRP allows eligible shareholders to reinvest part or all their dividends into new AMO shares. Eligible shareholders may elect to participate in the DRP by lodging a DRP Instruction Form with the Share Registry (or by recording your election online) no later than one business day following the Record Date for any relevant dividend.

The DRP will be operated in accordance with the DRP Plan Rules.

Shares provided under the DRP are free of brokerage and other transaction costs. DRP shares will be issued as soon as practical to participating shareholders following the payment of the dividend.

Pursuant to Listing Rule 3.10.8, the DRP Plan Rules are attached.

Pursuant to Listing Rule 3.17.1, the following documents have been sent to shareholders and are therefore attached:

  • letter to shareholders regarding the implementation of the DRP;

  • DRP Booklet, including:

  • Key Points

  • Frequently asked questions;

  • DRP Plan Rules; and

  • Further information, including a copy of the DRP Instruction Form.

Authorised for lodgement by the Ambertech Limited Board.

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Robert Glasson Company Secretary

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19 May 2021

Dear Shareholder

Dividend Reinvestment Plan (“DRP”)

The Board of Ambertech Limited (AMO) recently announced the introduction of a dividend reinvestment plan (DRP).

Under the DRP and subject to the terms of the DRP (DRP Rules), eligible shareholders may elect for all or part of any future dividends payable by AMO to be reinvested into new shares in AMO. Shares issued or transferred to shareholders participating in the DRP will be free of brokerage and other transaction costs and will be issued or transferred as soon as practicable following the payment of any future dividends by AMO to its shareholders.

Subject to the DRP Terms, all shareholders with a registered address in Australia and New Zealand are eligible to participate in the DRP.

To participate in the DRP, eligible shareholders must lodge a DRP Instruction Form (enclosed) with the Share Registry (or record your election online) by one business day following the record date of any relevant dividend. The record date for any relevant dividend will be announced to the ASX at the time that the relevant dividend is determined. Participation in the DRP applies for all future dividends determined by AMO unless notice is given of suspension or termination of the DRP, or you change your participation instruction.

Enclosed is a copy of the DRP Booklet, which includes a copy of the DRP Rules. Interested shareholders are strongly encouraged to read the DRP Rules before electing to participate in the DRP.

If you have any questions, please contact the Share Registry on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia) or online by visiting www.investorserve.com.au

Yours sincerely

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Robert Glasson Company Secretary

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Dividend Reinvestment Plan Booklet

Including a copy of the Plan Rules

May 2021

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CONTENTS

Ambertech Limited Dividend Reinvestment Plan Key Points

Where to find the DRP instruction form Frequently Asked Questions (FAQ)

Ambertech Limited Dividend Reinvestment Plan Rules

  1. Definitions and interpretation

  2. Eligibility to participate

  3. Application to participate and extent of participation

  4. Minimum Participating Holding and Maximum Participating Holding

  5. Acceptance and effectiveness of applications

  6. The effect of applying for participation

  7. Reinvestment of Dividends

  8. Allocation of Shares

You should consult your own financial or legal advisor if you are unsure about what is the best option for you. You should also seek your own taxation advice before deciding what is best for

  1. Underwriting

  2. DRP statements

  3. Variation or termination of participation

  4. Reduction or termination of participation where no notice is given

  5. Variation, suspension and termination of the DRP or these Rules

Ambertech Limited ABN 17 079 080 158

SHARE REGISTRY

Boardroom Pty Limited GPO Box 3993

  1. Costs to Participants

  2. Applications and other notices

  3. Taxation

  4. General

Further Information

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Ambertech Limited Dividend Reinvestment Plan

Ambertech Limited (AMO) has established the framework for a Dividend Reinvestment Plan (DRP) to enable eligible Shareholders to re-invest dividends in additional AMO shares.

The AMO Board will determine whether the DRP will apply with respect to each dividend at the time it considers the declaration of that dividend. AMO will announce whether the DRP will apply with respect to a dividend at the same time as that dividend is announced.

This booklet contains information in relation to the DRP. Please read this booklet carefully. A copy of the Plan Rules of the DRP is included in this booklet, which you should read carefully before deciding whether to participate in the DRP.

Any information provided by AMO in this booklet is of a general nature only and does not consider your personal circumstances. You should consult your own financial or legal adviser if you are unsure about what is the best option for you. You should also seek your own taxation advice before deciding what is best for you.

Key Points

Reinvestment of dividends

The DRP offers a convenient way for you to increase your shareholding in AMO by reinvesting some or all of your dividends in additional AMO shares. Shares will be issued or transferred to you at a price based on the market price.

Participation in the DRP is voluntary

You may apply to participate, change your level of participation, or cancel your participation in the DRP at any time and from time to time, provided enough notice is given.

Tailoring to individual circumstances: receipt of dividends in additional shares, combination of shares/cash or cash only

The DRP provides you with flexibility to choose the way in which you receive the benefit of your AMO dividends in respect to which the DRP applies. If the DRP applies to a dividend, you will have the option of receiving shares, a combination of shares and cash, or cash only.

No additional cost to participate

You do not have to appoint a broker and you do not have to pay fees, brokerage, or other administration costs to participate in the DRP.

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Residual amounts are carried forward

You will only receive a whole number of shares under the DRP. Where the allocation calculation would otherwise result in a fraction of a share being allocated to you, the cash amount attributable to that fraction will be retained (without interest) in your DRP account. The amount in your DRP account will be added to your next dividend in respect to which the DRP applies for the purposes of calculating the number of shares allocated to you under the DRP in respect of that later dividend. Notwithstanding, where the AMO Board determines that the DRP will not apply to a particular dividend, the AMO Board may also determine that the amount in your DRP account will be returned to you at the time that dividend is paid.

Shares rank equally

Shares issued under the DRP rank equally with existing shares from the date of issue, unless the AMO Board determines otherwise.

DRP statement

A DRP statement will be provided to you shortly after the time of a dividend payment in respect to which the DRP applies. Your DRP statement will include details of any shares allocated to you under the DRP and any residual amount carried forward in your DRP account or any residual amount returned to you.

Plan Rules

The rules of the DRP are set out in the Plan Rules, a copy of which is included in the next section of this booklet. This section of the booklet is only a summary of some of the features of the DRP and those Plan Rules. Nothing in this section of the booklet or the ‘Dividend Reinvestment Plan Instruction Form’ (DRP Instruction Form) is intended to modify or otherwise affect the Plan Rules.

Where to find the DRP Instruction Form

You must use a DRP Instruction Form to apply to participate in the DRP, vary your participation, or cancel your participation. This form can be obtained by contacting the share registry or by downloading a prefillable version from their website: https://boardroomlimited.com.au/investor-forms/

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Frequently Asked Questions (FAQ)

  • Q. Is participation in the DRP voluntary?

  • A. Yes. If you don’t want to participate in the DRP you don’t have to do anything, and you will continue to be paid your dividends.

  • Q. Who is eligible to participate in the DRP?

  • A. The AMO Board will determine whether the DRP will apply to a particular dividend at the time it considers the declaration of that dividend. You may participate in the DRP if your address on the register of shareholders is in Australia or New Zealand, unless you hold your shares only on behalf of another person who resides outside Australia and New Zealand. In certain circumstances the AMO Board may allow participation by persons who reside outside of Australia and New Zealand or hold their shares for persons who reside outside of Australia and New Zealand.

  • Q. What do I have to do to participate in the DRP?

  • A. To participate in the DRP you need to complete a DRP Instruction Form and return it to the share registry. The share registry address is shown in the DRP Instruction Form. You can download a prefillable version from: https://boardroomlimited.com.au/investor-forms/.

  • Q. Can I participate in the DRP in respect of some but not all of my AMO shares?

  • A. Yes. You can nominate a specific number of your shares on the DRP Instruction Form to participate in the DRP. This is referred to as ‘Partial Participation’. In this case, only part of your dividend will be reinvested in additional shares when the DRP applies to a dividend. The dividend entitlement on the balance of your shareholding that is not participating in the DRP will be paid to you.

  • Q. When do I have to return my DRP Instruction Form by if I want to apply to participate in the DRP?

  • A. For your DRP Instruction Form to be effective for a dividend in respect to which the DRP applies, it must be received by the share registry (either in paper format or completed electronically) by 5.00pm Australian Eastern Time (or such other time set by the AMO Board) on the business day after the record date for determining entitlements to that dividend. If your form is received or completed electronically after this time, it will not become effective until the following dividend.

  • Q. Does the DRP apply in respect of every dividend?

  • A. No. In addition to varying, suspending or terminating the DRP, the AMO Board may at any time determine that the DRP will not apply to a particular dividend by making an announcement to the market to that effect. AMO will announce to the market whether the DRP applies in respect of a particular dividend when the dividend is announced.

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  • Q. If I make an election of ‘Full Participation’ do shares acquired in the DRP participate in the DRP in respect of subsequent dividends?

  • A. Yes. If you elect ‘Full Participation’, shares issued or transferred to you under the DRP will be able to participate in the DRP in respect of subsequent dividends to which the DRP applies.

Q. Am I able to make changes to my participation?

  • A. Yes. You can make changes at any time by notifying the share registry using the DRP Instruction Form. For the change to be effective in respect of an upcoming dividend payment, your DRP Instruction Form must be received by the share registry (either in paper format or completed electronically) by 5.00pm Australian Eastern Time (or such other time set by the AMO Board) on the business day after the record date for the relevant dividend.

  • Q. What do I need to do if I have a number of shareholdings in AMO?

  • A. You must complete and lodge a separate DRP Instruction Form for each of your shareholdings registered in different names or with a different Shareholder Reference Number (SRN) or Holder Identification Number (HIN).

  • Q. Do I have to pay to participate in the DRP?

  • A. No. You do not have to pay any brokerage, commission, or other administration cost on shares transferred or issued under the DRP and, under current laws, no stamp duty is payable by you in respect of those shares.

  • Q. At what price will shares be issued or transferred to me under the DRP?

  • A. Shares will be issued or transferred to you under the DRP at the Average Market Price (which is defined in the Plan Rules) for the period designated for pricing shares issued or transferred under the DRP. The Average Market Price may be reduced by a discount, which the AMO Board may determine from time to time and announce to the market. Since the period for determining the Average Market Price will usually commence after the deadline for the receipt of DRP Instruction Forms, this price will usually not be known at the time by which you will need to decide whether you will be participating in the DRP for the dividend in question.

  • Q. Does participating in the DRP restrict me from selling my shares?

  • A. No. Participating in the DRP does not restrict your ability to sell your AMO shares.

  • Q. What happens if I am participating in the DRP and sell some or all of my shares?

  • A. Where you have elected ‘Full Participation’ and then dispose of some of your AMO shares, dividends on all of your remaining participating AMO shares will continue to be reinvested under the DRP for each dividend in respect to which the DRP applies. Where you have elected ‘Partial Participation’ and you dispose of some of your AMO shares, then unless you have given sufficient notice beforehand, the

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shares disposed of will be treated to the extent possible as coming from your shares that do not participate in the DRP and the balance, if any, will be treated as coming from your shares that do participate. In each case, if you later acquire more AMO shares, these will participate in the DRP to the extent indicated in your last DRP Instruction Form. If you have ceased to hold any AMO shares by the time of a dividend record date, you are deemed to have terminated your participation in the DRP at that record date.

  • Q. When will I receive details of shares issued or transferred to me under the DRP?

  • A. Following each dividend payment in respect to which the DRP applies you will be sent a DRP statement setting out information including the number of shares allocated to you under the DRP and the cash balance carried forward on any residual amount of the dividend after that allocation (representing a fraction of a share after the calculation of the number of shares to be allocated to you under the DRP in relation to that dividend).

  • Q. I f I cancel my participation in the DRP or sell my AMO shares, or if AMO terminates the DRP, what happens to any balance in my DRP account?

  • A. Where the DRP is suspended or terminated by AMO pursuant to these rules; or if you cease to participate in the DRP for whatever reason, any positive residual balance in your DRP account will be paid to you in any manner and on terms determined by the AMO Board.

  • Q. Can the DRP be varied, suspended, or terminated?

  • A. Yes. The AMO Board may vary, suspend, or terminate the DRP at any time by notification to the market. The AMO Board will determine whether the DRP is to apply with respect to a dividend at the time it considers the declaration of that dividend. AMO will announce to the market whether the DRP will apply to a dividend at the time the dividend is announced.

  • Q. What about tax implications?

  • A. AMO recommends that you obtain professional taxation advice about the consequences of participating in the DRP.

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Ambertech Limited Dividend Reinvestment Plan Rules

1. Definitions and interpretation

  • 1.1 In these Rules, unless the context otherwise requires:

Allocation means:

  • a. the issue of new Shares to Participants under the DRP; or

  • b. the transfer of Shares acquired for the purposes of the DRP to Participants under the DRP.

Allocation Price means the price at which Shares will be Allocated under the DRP calculated in accordance with rule 7.7.

AMO means Ambertech Limited ABN 17 079 080 158

ASX means Australian Stock Exchange.

Average Market Price means the arithmetic average of the daily volume weighted average sale price (calculated to the nearest full cent) of AMO Shares traded on the ASX during the five days of trading prior to and inclusive of the record date for the determination of entitlement to the relevant dividend.

Board means the board of directors of AMO.

Business Day has the meaning given in the Listing Rules.

Discount means the percentage discount (if any) determined by the Board from time to time to be applied in calculating the Allocation Price per Share under rule 7.7.

Dividend means any cash dividend per Share announced and payable by AMO.

Dividend Payment for a Shareholder means the Dividend multiplied by the number of Shares held by that Shareholder as at the Dividend Record Date, less any withholding tax or any other amounts AMO is entitled or required to deduct from the payment.

Dividend Payment Date means the date on which the Dividend is payable, as announced by AMO to the market.

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Dividend Record Date means the time and date, as determined by the Board, at which a person holds or is taken to hold Shares for the purpose of determining the entitlement of Shareholders to Dividends.

DRP means the AMO dividend reinvestment plan to which these Rules apply, as varied from time to time.

DRP Instruction Form means the form (whether in paper format or completed electronically) relating to the DRP used to apply for participation in the DRP, or to vary or terminate a Shareholder’s participation in the DRP, as approved by the Board from time to time.

Eligible Shareholder has the meaning given in rule 2.

Exchange means the financial market operated by the ASX.

Full Participation means a degree of participation in the DRP under which all of a Participant’s Shares from time to time (subject to the limit imposed by the Maximum Participating Holding, if any) including Shares subsequently acquired by the Participant under the DRP or otherwise, are Participating Shares.

Listing Rules means the listing rules of ASX and any other rules of ASX that are applicable while AMO is admitted to the Official List of the Exchange.

Maximum Participation Holding means the number of Shares (if any) determined by the Board from time to time under rule 4.2.

Minimum Participation Holding means the number of Shares (if any) determined by the Board from time to time under rule 4.1.

Partial Participation means a degree of participation in the DRP under which less than all of a Participant’s Shares from time to time (or less than the Maximum Participating Holding (if any) of a Participant’s Shares) are Participating Shares.

Participant means a Shareholder some or all of whose Shares are Participating Shares.

Participating Shares means Shares that a Shareholder has validly specified for participation in the DRP or which are otherwise taken under these Rules to participate in the DRP.

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Pricing Period means during the five days of trading prior to an inclusive of the record date for the determination of entitlement to the relevant dividend, or an alternative period that the Board determines from time to time.

Rules means these rules of the DRP as varied from time to time.

Shareholder means a registered holder of Shares.

Shares means fully paid ordinary shares in the capital of AMO.

Share Registry means Boardroom Limited or any other share registry that maintains the share register of AMO.

Trading Day means a full day (other than a day on which the Exchange is closed or on which trading on the Exchange is suspended) on which Shares are quoted, and not suspended from quotation or made subject to a trading halt on the Exchange.

  • 1.2 In these Rules headings are for convenience only and do not affect interpretation and:

  • a. words importing the singular include the plural and vice versa;

  • b. words importing a gender include any gender;

  • c. other parts of speech and grammatical forms of a word or phrase defined have a corresponding meaning;

  • d. any reference in these Rules to any enactment, part of an enactment or the Listing Rules includes a reference to that enactment, part of enactment or those Listing Rules as from time to time amended, consolidated, re-enacted, replaced or as affected by instrument of waiver, exemption or modification and, in the case of an enactment, all regulations and statutory instruments issued under it; and

  • e. unless otherwise expressly stated, “including” means “including but not limited to” and “include” and “includes” have corresponding meanings.

  • Eligibility to participate

  • 2.1 Participation in the DRP is subject to these Rules.

  • 2.2 Participation in the DRP is:

  • a. open to all Eligible Shareholders;

  • b. optional and voluntary;

  • c. not transferable; and

  • d. able to be varied or terminated at any time in accordance with rule 11.

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  • 2.3 Subject to rules 2.4, 2.5 and 2.6, an Eligible Shareholder is, in respect of a particular Dividend:

  • a. a Shareholder at that Dividend Record Date whose address in AMO’s share register is in Australia or New Zealand, unless that person holds Shares only on behalf of another person who resides outside Australia and New Zealand and who would not themselves, if named in the AMO share register, be an Eligible Shareholder under rule 2.3(b); or

  • b. any other Shareholder at that Dividend Record Date in respect of whom the Board is satisfied that, or who has satisfied the Board that:

    • i. the offer and issue or transfer of Shares under the DRP to that person is lawful and practicable in the jurisdiction in which they reside; and

    • ii. that person does not hold Shares on behalf of any other person who would not, if named in AMO’s share register, be an Eligible Shareholder themselves.

  • 2.4 Any Shareholder having a registered address or being resident in a country other than Australia or New Zealand may not be eligible to participate in the DRP because of the legal requirements applying in that country or other factors. The Board has the discretion to determine whether any such Shareholder is excluded from participation in the DRP because such participation would or may be impracticable, impossible or illegal.

  • 2.5 The Board has the discretion to refuse to accept any person’s Shares for participation or continued participation in the DRP and to suspend or withdraw any person’s Shares from participation if the Board, including if it considers that the participation of those Shares might lead to:

  • a. foreign persons or associates of foreign persons acquiring a substantial interest or an aggregate substantial interest in AMO for the purposes of Foreign Acquisitions and Takeovers Act 1975 (Cth); or

  • b. any breach of any law of Australia, the Listing Rules or the constitution of AMO, or otherwise prejudice the effective operation of the DRP.

  • 2.6 The Board is entitled to make a final determination as to whether any Shareholder is an Eligible Shareholder within the terms of these Rules or not, and to change any such determination, as and when it sees fit. In making this determination, AMO may consider factors including whether a Shareholder obtained any necessary approvals or advices to enable, or supporting, that Shareholder’s participation in the DRP in the jurisdiction in which that Shareholder resides and any actual or anticipated inconvenience or expense in allowing, or investigating the possibility of allowing, such participation.

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  • 2.7 If a Shareholder has more than one holding of Shares or holds shares on behalf of one or more beneficial owners:

  • a. each holding, or the parcel of shares held on behalf of a beneficial owner, will be treated as separate for the purposes of the DRP, such that a separate appropriately completed DRP Instruction Form must be lodged with respect to each separate holding, or parcel held on behalf of a beneficial owner, that is to participate; and

  • b. these Rules will apply as if each such holding, or parcel held on behalf of a beneficial owner, were held by a separate Shareholder, unless the Board determines otherwise.

  • 2.8 If Shares are jointly held by 2 or more Eligible Shareholders, all joint holders of such Shares must sign a single DRP Instruction Form (or it must be appropriately completed electronically) for it to be valid. If one or more of the joint holders of the Shares is not an Eligible Shareholder, none of the joint holders can apply to participate in the DRP with respect to the Shares jointly held.

3. Application to participate and extent of participation

  • 3.1 Application to participate in the DRP must be made on a DRP Instruction Form. Upon receipt by the Share Registry of an appropriately completed and executed DRP Instruction Form from an Eligible Shareholder, that Shareholder’s participation will commence from:

  • a. if the DRP Instruction Form is received by 5.00pm Australian Eastern Time (or such other time set by the AMO Board) on the Business Day after the Dividend Record Date for a Dividend, that Dividend Record Date; or

  • b. otherwise, the next Dividend Record Date.

  • 3.2 Shareholders can elect to participate in the DRP for part or all their holdings of Shares. A DRP Instruction Form electing participation in the DRP must specify whether the Shareholder elects Full Participation or Partial Participation, and if Partial Participation is specified, the DRP Instruction Form must specify the number of Shares that are to be Participating Shares. A DRP Instruction Form that does not specify whether participation is to be full or partial, that specifies both, or that does not clearly identify the number of Participating Shares or identified a number of Participating Shares in excess of the number of Shares currently held by the Participant (where Partial Participation is chosen), is deemed to be an election for Full Participation.

  • 3.3 Under Full Participation, all Shares registered in the Participant’s name from time to time, including Shares issued pursuant to the DRP, are Participating Shares subject to:

  • a. the ASX Settlement Operating Rules;

  • b. any changes to the extent of that Participant’s participation; and

  • c. the Minimum Participating Holding and Maximum Participating Holding (in each case, if any).

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  • 3.4 Under Partial Participation, only that number of Shares specified in the DRP Instruction Form by the Participant as Participating Shares (being less than the Participant’s total shareholding) are subject to the DRP (subject to the Minimum Participating Holding or the Maximum Participating Holding, if any). However, if at the relevant Dividend Record Date the number of Shares held by the Participant is less than the specified number of Participating Shares in the DRP Instruction Form, the DRP will apply to the lesser number of Shares.

Where a Shareholder elects Partial Participation, Shares in excess of the number specified as participating that are subsequently acquired by that Shareholder (whether under the DRP or otherwise), will not participate in the DRP unless that Shareholder alters the participation level in accordance with rule 11. The effect of this rule is that where the Shareholder has disposed of Shares, then acquired more Shares, newly acquired Shares will participate up to the number specified in the latest DRP Instruction Form received by the Share Registry by 5.00pm Australian Eastern Time (or such other time set by the AMO Board) on the Business Day after the relevant Dividend Record Date.

  • 3.5 If a shareholding account appearing in AMO’s register of members relates to a broker’s clearing account, or a trustee or nominee, and the broker, trustee or nominee notifies AMO that the relevant Shares are held for a number of different persons and specifies the number of Shares held for each of such persons (although the names of such persons need not be specified), then each such holding shall, from the date of such notification, be taken to represent a separate Shareholder for the purpose of Full Participation, Partial Participation, the Minimum Participating Holding (if any) and the Maximum Participating Holding (if any), and these Rules will be read and interpreted accordingly.

  • Minimum Participating Holding and Maximum Participating Holding

  • 4.1 The Board may determine a minimum permitted number of Participating Shares per Participant (whether in respect of a particular Dividend or Dividends generally) from time to time by announcement to the market.

  • 4.2 The Board may determine a maximum permitted number of Participating Shares per Participant (whether in respect of a particular Dividend or Dividends generally) from time to time by announcement to the market.

  • 4.3 To the extent that a DRP Instruction Form has specified a number of Participating Shares in excess of the prevailing Maximum Participating Holding (including an election of Full Participation where the number of Participating Shares would otherwise exceed that limit), for so long as that limit applies:

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  • a. the number of Participating Shares for that Participant for the purposes of these Rules is deemed to be that limit; and

  • b. on each Dividend Record Date, any Shares specified in the DRP Instruction Form as Participating Shares in excess of that limit (including an election of Full Participation where the number of Participating Shares would otherwise exceed that limit) are deemed not to be Participating Shares, and any Dividend payable in respect of them will be paid by AMO in accordance with its usual arrangements for the payment of Dividends.

  • 4.4 To the extent that a DRP Instruction Form has specified a number of Participating Shares less than a prevailing Minimum Participating Holding (including an election of Full Participation where the number of Participating Shares would otherwise be less than that limit), for so long as that limit applies:

  • a. the number of Participating Shares for that Participant for the purposes of these Rules is deemed to be zero; and

  • b. on each Dividend Record Date, any Shares specified in the DRP Instruction Form as Participating Shares less than that limit (including an election of Full Participation where the number of Participating Shares would otherwise be less than that limit) are deemed not to be Participating Shares, and any Dividend payable in respect of them will be paid by AMO in accordance with its usual arrangements for the payment of Dividends.

5. Acceptance and effectiveness of applications

  • 5.1 Subject to rule 5.3, upon receipt by the Share Registry of an Eligible Shareholder’s DRP Instruction Form, participation in the DRP will commence from:

  • a. if the form is received by 5.00pm Australian Eastern Time (or such other time set by the AMO Board) on the Business Day after the Dividend Record Date for a Dividend, that Dividend Record Date; or

  • b. otherwise, the next Dividend Record Date, and will continue for so long as the DRP Instruction Form is effective under rule 5.2.

  • 5.2 Subject to rule 5.3, a DRP Instruction Form electing participation in the DRP validly submitted or otherwise accepted by the Board is effective:

  • a. from the date the DRP Instruction Form is received by the Share Registry;

  • b. in respect of a Dividend, only if it is received by 5.00pm Australian Eastern Time (or such other time set by the AMO Board) on the Business Day after the relevant Dividend Record Date;

  • c. until:

    • i. the Participant varies or terminates participation in the DRP pursuant to these Rules; or

    • ii. termination of the DRP; and

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  • d. until the Participant ceases to be an Eligible Shareholder. The DRP Instruction Form will become effective again if and at such time as the Shareholder recommences to be an Eligible Shareholder.

  • 5.3 The Board may:

  • a. accept or reject a DRP Instruction Form that is not properly completed or signed; and

  • b. correct any error in, or omission from, a DRP Instruction Form, before acceptance under rule 5.3(a).

  • 5.4 AMO will record, with respect to each Participant:

  • a. the name and address of the Participant (being the name and address in the company’s register of members, from time to time); and

  • b. the number of Participating Shares held by the Participant from time to time, and AMO’s record will be conclusive evidence of the matters so recorded.

6. The effect of applying for participation

  • 6.1 By applying to participate in the DRP, the Shareholder:

  • a. warrants to AMO that it is an Eligible Shareholder;

  • b. authorises AMO (and its officers or agents) to correct any error in, or omission from, any DRP Instruction Form that it submits;

  • c. acknowledges that AMO may at any time irrevocably determine that the applicant’s DRP Instruction Form is valid, in accordance with these Rules, even if the DRP Instruction Form is incomplete, contains errors or is otherwise defective;

  • d. acknowledges that AMO may reject any DRP Instruction Form;

  • e. consents to the establishment of a DRP account on its behalf;

  • f. consents to any residual positive balance produced by the calculation in rule 7.3 remaining in its DRP account rather than being paid;

  • g. agrees to the appointment of a trustee or nominee (including a broker or the Share Registry) nominated by AMO as the Participant’s agent to acquire Shares, where AMO decides to Allocate Shares to Participants by transferring existing Shares in accordance with rule 8;

  • h. consents to the donation of the residual positive balance in its DRP account to one or more registered charities, in the circumstances set out in rule 7.6;

  • i. acknowledges that AMO may arrange for the DRP to be fully or partially underwritten in respect of any one or more Dividends;

  • j. acknowledges that neither AMO nor the Share Registry has provided the applicant with investment advice or financial product advice concerning its decision to apply to participate in the DRP and that neither has any obligation to provide this advice; and

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  • k. unconditionally agrees to the Rules and agrees not to do any act or thing that would be contrary to the spirit, intention or purpose of the DRP, in each case, at all times until termination of the DRP or of the Participant’s participation in the DRP.

7. Reinvestment of Dividends

  • 7.1 Each Dividend that is payable to a Participant in respect of Participating Shares will be applied by AMO on the Participant’s behalf in acquiring additional Shares by issue or transfer in accordance with these Rules.

  • 7.2 Any portion of a Participant’s Dividend Payment on Participating Shares that:

  • a. is deductible by AMO as withholding tax; or

  • b. AMO is entitled or required to withhold or deduct for any reason from the Dividend payable to the Participant, will not be applied to acquire or subscribe for Shares under the DRP.

  • 7.3 AMO will establish and maintain a DRP account for each Participant. AMO will in respect of each Dividend payable to a Participant:

  • a. determine the Dividend Payment in respect of that Participant’s Participating Shares (including any amount to be withheld or deducted under Rule 7.2);

  • b. credit the amount in rule 7.3(a) to the Participant’s DRP account and that payment constitutes payment of the Dividend on the Participant’s Participating Shares;

  • c. determine the maximum whole number of additional Shares that may be acquired under the DRP at the Allocation Price by dividing the amount in the Participant’s DRP account by the Allocation Price and rounding that number down to the nearest whole number;

  • d. on behalf and in the name of the Participant, subscribe for or purchase that number of Shares and debit the Participant’s DRP account with the total of the price for the Allocated Shares; and

  • e. Subject to rule 7.5 and rule 7.6, retain in the Participant’s DRP account, without interest, any cash balance remaining except that AMO may on request by the Participant pay any such amount to the Participant (but is not obliged to do so).

Except as set out in these Rules, as required by law, or as determined by the Board, neither a Participant’s DRP account nor any amount credited to it is transferrable.

  • 7.4 Subject to rule 7.5 and rule 7.6, a residual balance in a Participant’s DRP account will remain in the Participant’s DRP account (without accruing interest) until the next Dividend Payment Date, when it will be aggregated with any further Dividend Payment credited to the DRP account.

  • 7.5 If the DRP is terminated by AMO pursuant to these Rules, any residual balance in a Participant’s DRP account will remain in the Participant’s DRP account until the next Dividend Payment Date,

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when it will be paid to the Participant along with, and (where practicable) by the same means as, the Participant’s Dividend Payment. Additionally, where the AMO Board determines that the DRP will not apply to a particular dividend, the AMO Board may also determine that the amount in a Participant’s DRP account will be paid to that Participant along with and by the same means as that Participant’s Dividend Payment.

  • 7.6 If a Participant ceases to participate in the DRP for any reason other than the termination of the DRP by AMO pursuant to these Rules, the Participant will be taken to have directed AMO to donate any residual balance in the Participant’s DRP account on behalf of the Participant to one or more registered charities, nominated by the Board from time to time (unless the amount in question exceeds the Allocation Price in respect of the next Dividend or, if the DRP does not apply to that Dividend, the Average Market Price for the five days of trading prior to an inclusive of the record date for the determination of entitlement to the relevant dividend, in which case the residual balance will be paid to the Participant along with, and (where practicable) by the same means as, the Participant’s next Dividend Payment or otherwise at that time to the Participant at the Participant’s last registered address). Participants will not be issued with a receipt in connection with any donation made under this rule.

  • 7.7 Shares are allocated under the DRP at the Allocation Price. The Allocation Price is the Average Market Price for the Pricing Period, less the Discount (if any) rounded to the nearest cent.

  • 7.8 The Average Market Price must be calculated by the Board or another suitable person nominated by the Board, by reference to information the Board approves for that purpose from time to time. The determination by the Board or its nominee of the Allocation Price is binding on all Participants.

  • 7.9 A Discount (if any) or Pricing Period may be different from one dividend to the next, and either may be determined or varied by announcement to the market at any time, but any such variation will not apply to Dividends already announced.

8. Allocation of Shares

  • 8.1 AMO may, in its discretion, either issue new Shares or cause existing Shares to be acquired for transfer to Participants (or undertake a combination of both options), to satisfy its obligations under these Rules.

  • 8.2 If AMO determines to cause the transfer of Shares to Participants, those Shares may be acquired in the market or otherwise in such manner as AMO considers appropriate.

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  • 8.3 All Shares newly issued under the DRP will, from the date of Allocation, rank equally in all respects with existing Shares unless the Board determines that they are not to participate in either or both of:

  • a. the next dividend paid; and

  • b. any offer of Shares open when the Shares are issued under the DRP.

  • 8.4 Shares Allocated pursuant to the DRP will be registered on the share register on which the Participant already holds Shares or if the Participant holds Shares on more than one share register, on the share register that AMO determines.

  • 8.5 AMO will make application promptly after each Allocation of newly issued Shares for quotation of those Shares on the Exchange.

  • 8.6 Shares will not be issued under the DRP if the issue would breach a provision of any applicable law.

9. Underwriting

  • 9.1 The Board may, in its absolute discretion, choose to underwrite the DRP partially or fully in respect of any Dividend with one or more underwriters.

10. DRP statements

  • 10.1 On, or as soon as practicable after, each Dividend Payment Date, AMO will forward a statement to each Participant detailing such information as:

  • a. the number of the Participant’s Participating Shares as at the relevant Dividend Record Date;

  • b. the amount of the relevant Dividend Payment in respect of the Participant’s Participating Shares (including any amounts withheld or deducted from the dividend payable);

  • c. the number of Shares Allocated and the Allocation Price of each Share Allocated to the Participant under these Rules and the date of Allocation of those Shares;

  • d. the remainder of the Dividend Payment on the Participant’s Participating Shares not applied towards Shares under the DRP (if any) and retained in the Participant’s DRP account;

  • e. the Participant’s total holding of Shares after Allocation;

  • f. the franked amount (if any) of the Dividend Payment and the franking credit (if any) attached to the Dividend; and

  • g. any other matters required by law to be included in a statement confirming a transaction of this nature.

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11. Variation or termination of participation

  • 11.1 A Participant may at any time give written notice to AMO via the Share Registry using a DRP Instruction Form:

  • a. increasing or decreasing the number of Shares participating in the DRP (including by varying participation for Partial Participation to Full Participation, or vice versa); or

  • b. terminating participation in the DRP.

The alteration or termination takes effect in accordance with rule 5.2.

  • 11.2 If a Participant increases the level of participation in the DRP to Full Participation, rule 3.3 applies.

  • 11.3 If a Participant decreases the level of participation in the DRP or increases the level of participation in the DRP to a level below Full Participation, rule 3.4 applies.

  • 11.4 If a Participant dies, participation in the DRP terminates upon receipt by AMO of written notice of the death. If a Participant is declared bankrupt or is wound-up, participation in the DRP terminates upon receipt by AMO of a notification of bankruptcy or winding-up from the Participant or the Participant’s trustee in bankruptcy or liquidator. The death, bankruptcy or winding-up of 1 or more joint holders does not automatically terminate participation provided the remaining holder or all remaining joint holders are Eligible Shareholders.

  • 11.5 Following termination of participation for whatever reason, (including termination of the DRP under rule 13) if the Participant or the Participant’s legal representative requests a statement of the Participant’s DRP account made out to the date of termination, AMO will provide that statement.

12. Reduction or termination of participation where no notice is given

  • 12.1 Where all a Participant’s Shares are Participating Shares and the Participant disposes of some of those Shares, then subject to rule 11.1, the remaining Shares held by the Participant continue to be Participating Shares.

  • 12.2 Where only some of a Participant’s Shares are Participating Shares and the Participant disposes of part of the Participant’s Shares then unless the Participant advises AMO via the Share Registry otherwise in writing at least 5 Trading Days prior to the disposal, the Shares disposed of will, to the extent possible:

  • a. first, reduce the number of Shares that are not Participating Shares that the Participant holds (if any); and

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  • b. secondly, reduce the number of Participating Shares that the Participant holds (if any).

  • 12.3 Where a Participant disposes of all Shares without notifying AMO via the Share Registry of termination of participation and the Participant is not registered as a holder of any Shares on the following Dividend Record Date, the Participant is deemed to have terminated participation in the DRP with respect to the shareholding effective on that following Dividend Record Date.

  • 12.4 For the purpose of this rule 12, a Participant ‘disposes’ of Shares if the Participant holds fewer Shares on a Dividend Record Date than the Participant held on the preceding Dividend Record Date.

  • Variation, suspension, and termination of the DRP or these Rules

  • 13.1 The DRP or these Rules may be varied, suspended, or terminated by the Board at any time by announcement to the market. Following suspension, the DRP or these Rules may be reinstated by the Board at any time by announcement to the market. The DRP and these Rules may be varied, suspended, and reinstated more than once.

  • 13.2 Without limiting its power under rule 13.1, the Board may, at any time, determine that the DRP will not apply to a particular Dividend by making an announcement to the market to that effect before the Dividend Record Date for the Dividend. A determination under this rule 13.2 suspends the DRP applying only to the Dividend to which the determination applies and the DRP will be taken to be reinstated immediately following the Dividend Payment Date of that Dividend.

  • 13.3 The variation, suspension, termination or reinstatement takes effect on the date specified by the Board and the variation, suspension, termination or reinstatement does not give rise to any liability on the part of, or right or action against, the Board or AMO or its officers, employees or agents.

  • 13.4 If the DRP or these Rules are varied, a Participant continues to participate under the DRP and these Rules in their varied form unless the Participant terminates its participation in the DRP by submitting an appropriately completed DRP Instruction Form in accordance with these Rules.

  • 13.5 If the DRP is suspended, an election as to participation in the DRP will also be suspended and all Shares are deemed to be non-Participating Shares for the purpose of any Dividend paid while the DRP is suspended. Upon reinstatement of the DRP, all prior elections are reinstated subject to any DRP Instruction Form validly submitted by the Shareholder by 5.00pm Australian Eastern Time (or such other time set by the AMO Board) on the Business Day after the next Dividend Record Date after the reinstatement of the DRP.

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14. Costs to Participants

  • 14.1 No brokerage, commission, or other transaction costs are payable by Participants in respect of Shares Allocated under the DRP and no stamp or other duties are payable, under present law, by Participants in respect of Shares Allocated under the DRP. AMO may, to the extent permitted by law, apply its funds in the payment of brokerage, commission or other transaction costs in respect of Shares Allocated under the DRP.

15. Applications and other notices

  • 15.1 Applications and notices to AMO must be:

  • a. in writing; or

  • b. submitted through the electronic platform provided for this purpose by the Share Registry, and in accordance with the notices prescribed by AMO from time to time.

  • 15.2 Applications and notices are effective upon receipt by AMO via the Share Registry subject to these Rules.

  • 15.3 Applications and notices must be received by AMO via the Share Registry by 5.00pm Australian Eastern Time (or such other time set by the AMO Board) on the Business Day after the relevant Dividend Record Date. Any Applications or notices received after that time will not be effective in respect of that Dividend Payment but will be effective from the next relevant Dividend Record Date.

  • 15.4 The accidental omission by AMO or the Board to give any notice under these Rules to any Shareholder, the Exchange or any other person under these Rules will not invalidate any act, matter, or thing.

16. Taxation

  • 16.1 Neither the Board, AMO nor its officers, employees, or agents:

  • a. take any responsibility or assume any liability for, or as a consequence of, the tax liabilities of any person in connection with the DRP; or

  • b. represent or warrant that any person will gain any taxation advantage, or will not incur a taxation liability or disadvantage, as a result of participation in the DRP.

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17. General

  • 17.1 Any Dividend, payable on Participating Shares, that AMO is entitled to retain as a result of a charge or lien in favour of AMO in accordance with the constitution of AMO, or other requirement of law, are not available for the purpose of participating in the DRP.

  • 17.2 The Board may:

  • a. implement the DRP in the manner the Board thinks fit;

  • b. settle any difficulty, anomaly or dispute which may arise either generally or in a particular case in connection with, or by reason of, the operation of the DRP or these Rules as the Board thinks fit, whether generally or in relation to any Shareholder or DRP account or any Shares and the determination of the Board is conclusive and binding on all relevant Shareholders and other persons to whom the determination relates;

  • c. exercise powers, discretions, authorities and functions (including any power to make a choice, decision, determination or resolution) of AMO under these Rules; and

  • d. delegate any of its powers, discretions, authorities or functions under these Rules to any person or persons, including the Share Registry.

  • 17.3 Neither AMO nor any officer, employee, agent or adviser of AMO is liable or responsible to any Participant for any loss or alleged loss or disadvantage suffered or incurred by a Participant as a result, directly or indirectly, of any one or more of:

  • a. the establishment or operation of the DRP;

  • b. participation in the DRP; or

  • c. any advice given with respect to participation in the DRP by any other person.

  • 17.4 Except as required by law, if AMO is notified in connection with the DRP that any Shares are held for one or more different persons or beneficial owners, AMO is not required to act upon, use or recognise this information for any purpose other than to treat the relevant Shares as separate holdings or parcels held by separate Shareholders to the extent required under these Rules.

  • 17.5 The DRP, its operation and these Rules are governed by the laws of the State of New South Wales and each Shareholder submits to the jurisdiction of the Courts of that State and the Courts which may hear appeals from those Courts.

  • 17.6 Despite anything else in these Rules, the Listing Rules and the Corporations Act 2001 (Cth) prevail to the extent of any inconsistency with these Rules.

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Further Information

Where to send forms and who to contact if you have any questions

Your DRP Instruction Form should be returned to the Share Registry at the address below or, if you are eligible, completed electronically on the Share Registry’s website at: - https://boardroomlimited.com.au/investor forms/

The Share Registry should also be your first point of contact if you have any questions about the operation of the DRP or the process by which dividends will be reinvested under the DRP.

Share Registry: Boardroom Limited GPO Box 3993, Sydney NSW 2001. T 1300 737 760 T +61 2 9290 9600

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! All correspondence and enquiries to:

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Company or Trust in which Investment is Held

Smart Business Solutions GPO Box 3993 Sydney NSW 2001 Tel: 1300 737 760 (within Aust) Tel: + 61 2 9290 9600 (outside Aust) Fax: + 61 2 9279 0664 www.boardroomlimited.com.au [email protected]

Full Name(s) of Registered Holding Registered Address

Unitholder Number (UHN) Securityholder Reference Number (SRN) or Holder Identification Number (HIN) DIVIDEND OR DISTRIBUTION REINVESTMENT PLAN (DRP) APPLICATION / NOTICE OF VARIATION Please complete one choice only (a) Full Participation is required in the DRP. Box A All securities held will participate in DRP. No cash payment will be issued. Please tick Box A. (b) Partial Participation is required in the DRP. Box B Please write in Box B the number of securities or the percentage of your total securities held you would like to participate in the DRP. The distribution on the balance of your securities (if any) will be issued in Cash. Securities issued as a result of your partial participation in the plan will automatically participate in the plan. Box C

  • (c) Termination of Participation in the DRP Only tick Box C if you are already in the DRP and wish to cancel your participation.

  • (Please complete Direct Credit Authority Form to ensure that future payments may be made

  • to your bank account)

SIGNING INSTRUCTIONS:

  • This form is not valid unless signed by the security holder/s.

Individual: This form is to be signed by the securityholder.

Joint Holding: Where the holding is in more than one name, all of the securityholders must sign.

  • Power of Attorney: To sign as Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a

  • certified photocopy of the Power of Attorney to this form.

Companies: Two Directors, Director & Company Secretary, or Sole Director and Sole Company Secretary can sign.

  • Please indicate the office held by signing in the appropriate space.

I/We authorise you to act in accordance with my/our instructions set out above in relation to participation in the DRP. I/We acknowledge I/we are aware of the terms applying to participation in the DRP and that these instructions supersede and have priority over all previous instructions.

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Securityholder 1 (Individual) Joint Securityholder 2 (Individual) Joint Securityholder 3 (Individual)
Sole Director & Director Director / Company Secretary
Sole Company Secretary
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If this form is returned signed, but with no option indicated, it will be treated as an application for full participation.

Telephone contact regarding this form Contact Name Business Hours

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Privacy Statement

The personal information in this form is collected by Boardroom Pty Limited (‘Boardroom”), as registrar for the issuer of the securities you hold. Boardrooms’ privacy policy can be viewed on our website (www.boardroomlimited.com.au).

Your personal information is required for administration of the register of securityholdings. Should some or all of the requested information not be provided correct administration of your securityholding may not be possible. Your personal information may be disclosed to the issuer of the securities you hold, its or our related bodies corporate, external service companies such as print or mail service providers or otherwise as permitted by law. If, in accordance with the provisions of the Corporations Act the issuer of the securities you hold approves, you may be sent marketing material in addition to general corporate communications. You may elect not to receive marketing material by contacting Boardroom Pty Limited.

You can obtain access to you personal information and (if required) advise of any incorrect, inaccurate or out of date data information held, by contacting Boardroom Pty Limited on 1300 737 760