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ARCHTIS LIMITED Capital/Financing Update 2020

May 17, 2020

64413_rns_2020-05-17_b9b74a62-07f9-476b-b8fa-3121c111a979.pdf

Capital/Financing Update

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18 May 2020

Dear Shareholder,

Invitation to Participate in Share Purchase Plan

On 11 May 2020, archTIS Limited (ACN 123 098 671) (archTIS or the Company) announced that it had successfully completed a placement of approximately 30.5 million fully paid ordinary shares (Shares) at a price of $0.055 per Share to sophisticated, institutional and professional investors, raising approximately $1.65 million (Placement).

In order to provide Eligible Shareholders (defined below) with the ability to participate in the Company’s capital raising activities, the Company is pleased to provide details of a Share Purchase Plan (Plan). As part of the Placement, the Company invited many of the Company’s largest shareholders who qualified under the relevant provisions of the Corporations Act 2001 (Cth) (Corporations Act) to participate in the Placement. The targeted limit for the Plan of $500,000 has therefore been determined as a reasonable amount to target from the Company’s Eligible Shareholders who did not qualify to participate in the Placement pursuant to the Corporations Act, although all Eligible Shareholders are invited to participate regardless of whether they participated in the Placement.

Under the Plan, Eligible Shareholders will have the opportunity to purchase up to $30,000 worth of Shares at the same price as the Placement, irrespective of the size of their shareholding, without incurring brokerage or transaction costs.

The offer under the Plan (Offer) is targeted to raise approximately $500,000 on the terms and conditions (Terms and Conditions) contained in this letter, although the Company reserves the right to take any oversubscriptions at its discretion and in accordance with the ASX Listing Rules.

Shareholders Eligible to Participate in the Plan

Participation under the Plan is optional and is available exclusively to shareholders of the Company who are registered as holders of Shares at 5.00pm (WST) on 8 May 2020 (Record Date) and whose registered address is in Australia or New Zealand (Eligible Shareholders).

Share Purchase Plan

The Plan entitles Eligible Shareholders, irrespective of the size of their shareholding, to purchase up to $30,000 worth of Shares at an issue price of $0.055 (Price) being the same price as the Shares offered to sophisticated and professional investors under the Placement. The Price represents a discount of approximately 30% to $0.079 (being the volume weighted average market price (VWAP) of the Shares over the last 5 trading days on which sales in the Shares were recorded before the day on which the Plan was announced. AX has confirmed that the Company is entitled to rely on its recently released Class Waiver Decision – Temporary Extra Placement Capacity dated 31 March 2020 (as updated), subject to complying with the conditions set out in that Class Waiver.

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Whilst the Company targets to raise approximately $500,000 under the Plan, the Company reserves the right to accept additional applications subject to shareholder demand. However, the maximum number of Shares which can be issued under the Plan is limited by the ASX Listing Rules to a maximum of 45,117,039 Shares, which is equal to 30% of the Company’s existing issued share capital (inclusive of the Placement shares to be issued on 18 May 2020).

Depending on applications received, the Company may, in its absolute discretion, undertake a scale back so that not more than $500,000 is raised under the Plan or not more than 30% of that number of Shares already on issue, are issued under the Plan. Whether to accept oversubscriptions or any scale back decisions are made by the Board and are final. Any scale back will be applied on a pro rata basis to all participants based on the number of Shares that they have applied for.

The Plan will not be underwritten.

A number of directors of the Company who are Eligible Shareholders intend to participate under the Plan.

An application form for the Plan (Application Form) is included in this package.

Current Activities

Details of the Company’s current activities are set out in the announcements made by the Company to the ASX and are available from the ASX, or the Company’s website at www.archtis.com.

The funds raised under the Plan and the Placement will be used to execute and convert on the Company’s significant pipeline of customer opportunities for its Kojensi data security product and to supplement working capital.

How much can you invest?

Eligible Shareholders may each apply for a maximum of $30,000 worth of Shares and a minimum of $2,000 worth of Shares under the Plan.

How to accept this Offer

To apply for Shares under the Plan, please follow the instructions on the enclosed personalised Application Form.

Eligible Shareholders may participate by selecting only one of the following offers to purchase Shares under the Plan:

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Total amount payable Number of Shares which may be purchased
Offer A $30,000 545,455
Offer B $25,000 454,546
Offer C $20,000 363,637
Offer D $15,000 272,728
Offer E $10,000 181,819
Offer F $5,000 90,910
Offer G $2,000 36,364

The number of Shares to which you are entitled will be calculated by dividing the subscription amount you have selected by the Price, rounded down.

Once an application has been made it cannot be revoked. All Application Forms must be received by the Closing Date of Tuesday, 9 June 2020. If the exact amount of money is not tendered with your application, the Company reserves the right to either:

  • (a) return your Application Form and/or payment and not allot any Shares to you; or

  • (b) allot to you the number of Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of your payment and refund the excess application money to you by cheque as soon as possible, without interest.

Multiple Holdings

The maximum investment any Eligible Shareholder may apply for will remain $30,000 even if an Eligible Shareholder receives more than one Offer (whether in respect of a joint holding or because the Eligible Shareholder has more than one holding under a separate account). It is the responsibility of the applicant to ensure that the aggregate of the application price paid for the Shares the subject of the application and any other shares and interests in the class applied for by you under the Plan or any similar arrangement in the 12 months prior to the date of submission does not exceed $30,000.

Custodians and Nominees

Eligible Shareholders who hold Shares as Custodian or Nominee (Custodian) for one or more persons on the Record Date (Beneficiary) may apply for up to a maximum amount of $30,000 worth of Shares in respect of each Beneficiary who is resident in Australia or New Zealand, subject to providing a Custodian Certificate to the Company, as described in the Terms and Conditions enclosed with this letter. Please refer to the Terms and Conditions for more details.

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Relationship of Issue Price with Market Price

On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on ASX was $0.075. The market price of Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are issued to you as a result of your application under this Offer.

By making an application under this Offer and applying for Shares under the Plan, each Eligible Shareholder will be acknowledging that although the Price is at a discount, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make an Offer and the date of issue of Shares under that Offer and that the value of the Shares received under the Plan may rise or fall accordingly.

The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider price movements of Shares in the Company prior to making an application under this Offer.

Additional Information and Important Dates

The offer of Shares under the Plan is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act 2001 (Cth) (Corporations Act).

The Offer cannot be transferred, and the Directors of the Company reserve the right in their absolute discretion to reject, or scale back, on an equitable basis, any application. Shares allotted under the Plan will be issued no later than 10 business days after the Closing Date of the Offer. Application for quotation on ASX of the new Shares will be made immediately following the issue of those Shares.

The maximum amount targeted to be raised under the Offer is $500,000. The Company, however, reserves absolute discretion regarding the final amount raised under the Offer, subject to the ASX Listing Rules.

In the event of oversubscription by the Closing Date the Directors may, in their absolute discretion, scale-back applications on an equitable basis. Scale-back for Shares held by Custodians will be applied at the level of the underlying Beneficiary. Directors may also, in their absolute discretion, decide to increase acceptances in the event of oversubscriptions.

If the Company rejects or scales-back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.

Foreign offer restrictions

This document may not be released or distributed in any country other than Australia and New Zealand. This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in any other country. In particular, any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 (as amended)

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and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

New Zealand Shareholders

The Shares offered under the Plan are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand and to whom the Offer is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (as amended) (New Zealand).

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Indicative Timetable

Record Date for Share Purchase Plan 8 May 2020
Announce
Share
Purchase
Plan
and
Placement
11 May 2020
Issue of Shares under Placement, Lodge
Appendix 3B and Cleansing Notice lodged
with ASX
18 May 2020
Dispatch Share Purchase Plan booklet to
shareholders and release Offer Letter on the
ASX
18 May 2020
Opening date for Share Purchase Plan 18 May 2020
Closing date for Share Purchase Plan 5.00pm (WST) on 9 June 2020
Announcement of result of Share Purchase
Plan
12 June 2020
Issue of new Shares under the Share
Purchase Plan, Lodge Appendix 2A
16 June 2020
Quotation on ASX of new Shares under the
Share Purchase Plan
16 June 2020

These dates are indicative only. The Company may vary the dates and times of the Offer without notice. Accordingly, shareholders are encouraged to submit their Application Forms as early as possible.

Should you wish to discuss any information contained in this letter further, do not hesitate to contact archTIS’s Company Secretary, Baden Bowen on 0402 339 443 or email [email protected].

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Yours faithfully

Stephen Smith Chair

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archTIS Limited ACN 123 098 671 Share Purchase Plan - Terms and Conditions

Purpose

The purpose of the Share Purchase Plan (the Plan), which will be conducted in conjunction with the Placement, is to offer shareholders of archTIS Limited (archTIS or the Company) the opportunity to acquire additional fully paid ordinary shares in the Company (Shares) up to a maximum of $30,000 (when combined with any shares issued under any share purchase plan in the 12 months preceding the date of the Plan) and a minimum of $2,000 worth of Shares.

The issue price of $0.055 under the Plan will be at a discount of approximately 30% to the volume weighted average market price of the Shares over the last 5 trading days on which sales in the Shares were recorded on the financial market operated by ASX Limited (ASX) before the day on which the Plan was announced which was $0.075.

The Company seeks is targeting to raise approximately $500,000 under the Plan. The Shares will also be issued without the need to pay brokerage costs and without the need for the Company to issue a prospectus. The Plan is governed upon such terms and conditions as the board of directors of the Company, in its absolute discretion, sees fit.

No Financial Advice

This document does not provide financial advice and has been prepared without taking account of any person’s investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the Plan having regard to your investment objectives, financial situation or particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters.

Shareholders Eligible to Participate

Holders of Shares that are registered with an Australian or New Zealand address at the Record Date are eligible shareholders (Eligible Shareholders) and may participate in the Plan, unless such registered shareholder holds Shares on behalf of another person who resides outside Australia or New Zealand. Due to foreign securities laws, it is not practical for shareholders (or beneficial shareholders) resident in other countries to be offered the opportunity to participate in the Plan.

Participation in the Plan is optional and is subject to these Terms and Conditions. Offers made under the Plan are non-renounceable (i.e. Eligible Shareholders may not transfer their rights to any Shares offered under the Plan). Eligible Shareholders who wish to take up Shares issued under the Plan agree to be bound by the Company’s constitution in respect of Shares issued under the Plan.

An offer may, at the discretion of the directors of the Company (Directors), be made under the Plan once a year. The maximum amount which any shareholder may subscribe for in any consecutive 12-month period is $30,000. The Directors may also determine in their discretion

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the minimum amount for participation, the multiple of Shares to be offered under the Plan and the period the offer is available to Eligible Shareholders.

Custodians, trustees and nominees

If you are an Eligible Shareholder and hold Shares as a custodian (as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC CI 2019/547) (refer below) (Custodian) or in any more specific ASIC relief granted to the Company in relation to the Plan), you may apply for up to $30,000 worth of new Shares for each beneficiary for whom you act as custodian provided you complete and submit, together with an Application Form, a certificate (Custodian Certificate) with the following information:

  • (a) that you held Shares on behalf of:

  • (i) one or more other persons that are not custodians; and/or

  • (ii) another custodian (Downstream Custodian) that holds beneficial interests in Shares on behalf of one or more other persons who are resident in Australia or New Zealand, to which those beneficial interests relate,

(each a Participating Beneficiary) at the Record Date who have subsequently instructed you, and/or the Downstream Custodian, to apply for Shares under the Plan on their behalf;

  • (b) the number of Participating Beneficiaries and their names and addresses;

  • (c) the number of Shares that you hold on behalf of each Participating Beneficiary;

  • (d) the number or dollar amount of Shares that each Participating Beneficiary has instructed you, either directly or indirectly through a Downstream Custodian, to apply for on their behalf;

  • (e) that the application price for Shares applied under the Offer for each Participating Beneficiary for whom you act in addition to the application price for any other Shares issued to you as custodian (as a result of instruction given to you as Custodian or a Downstream Custodian) for that Participating Beneficiary under any arrangement similar to the Plan in the prior 12 months does not exceed $30,000;

  • (f) that a copy of the written offer document was given to each Participating Beneficiary; and

  • (g) where you hold Shares on behalf of a Participating Beneficiary indirectly, through one or more Downstream Custodians, the name and address of each Downstream Custodian.

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For the purposes of ASIC CI 2019/547 you are a ‘Custodian’ if you provide a custodial or depository service in relation to shares of a body or interests in a registered scheme and you:

  • (a) hold an Australian financial services licence covering the provision of a custodial or depository service;

  • (b) are exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or depository service;

  • (c) hold an Australian financial services licence covering the operation of an IDPS or is a responsible entity of an IDPS-like scheme;

  • (d) are a trustee of a self-managed superannuation fund or a superannuation master trust; or

  • (e) are a registered holder of shares or interests in the class and is noted on the register of members of the body or scheme as holding the shares or interests on account of another person.

If you hold Shares as a trustee or nominee for another person or persons but are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings (above) apply.

Custodians should request a Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request a Custodian Certificate and if you would like further information on how to apply, you should contact the Company’s share registry at any time from 8.30am to 5.00pm (WST) Monday to Friday during the Offer period.

The Company reserves the right to reject any application for Shares to the extent it considers that the application (whether alone or in conjunction with other applications) does not comply with these requirements. The Company reserves the right to reject applications in accordance with these Terms and Conditions.

Price of Shares

The price of Shares to be issued under the Plan is $0.055 which represents a discount of approximately 30% of the volume weighted average market price for the Shares over the last 5 trading days on which sales in the Shares were recorded before the day on which the issue was announced, being $0.079.

Applications and Notices

At the discretion of the Directors, the Company will send Eligible Shareholders a letter of offer and acceptance procedures, inviting them to subscribe for Shares under the Plan, and accompanied by these Terms and Conditions of the Plan and an Application Form. Applications will not be accepted after the closing date of the Offer. Over subscriptions to an offer may be refunded without interest.

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Notices and statements made by the Company to participants may be given in any manner prescribed by its Constitution.

Acknowledgement

By returning an Application Form and making a payment via EFT or BPAY, you:

  • (a) irrevocably and unconditionally agree to the terms and conditions of the Plan and the terms and conditions of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the Plan;

  • (b) warrant that all details and statements in your application are true and complete and not misleading;

  • (c) agree that your application will be irrevocable and unconditional (that is, it cannot be withdrawn even if the market price of the Shares is less than the Price);

  • (d) warrant that you are an Eligible Shareholder and are eligible to participate in the Plan;

  • (e) acknowledge that no interest will be paid on any application monies held pending the issue of Shares under the Plan or subsequently refunded to you for any reason;

  • (f) acknowledge that the Company and its officers and agents, are not liable for any consequences of the exercise or non-exercise of its discretions referred to in these terms and conditions;

  • (g) acknowledge and agree that if you are acting as a trustee, nominee or Custodian, each beneficial holder on whose behalf you are participating is resident in Australia or New Zealand, and you have not sent these Terms and Conditions, an Offer Document, or any materials relating to the Plan, to any person outside Australia and New Zealand;

  • (h) if you are applying on your own behalf (and not as a Custodian), acknowledge and agree that:

  • (i) you are not applying for Shares with an application price of more than $30,000 under the Plan (including by instructing a Custodian to acquire Shares on your behalf under the Plan); and

  • (ii) the total of the application price for the following does not exceed $30,000: (A) the Shares the subject of the application;

    • (B) any other Shares issued to you under the Plan or any similar arrangement in the 12 months before the application (excluding Shares applied for but not issued);

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  - (C) any other Shares which you have instructed a Custodian to acquire on your behalf under the Plan; and

  - (D) any other Shares issued to a Custodian in the 12 months before the application as a result of an instruction given by you to the Custodian to apply for Shares on your behalf under an arrangement similar to the Plan.
  • (i) if you are a Custodian and are applying on behalf of a Participating Beneficiary on whose behalf you hold Shares, acknowledge and agree that:

  • (i) you are a Custodian (defined above);

  • (ii) you hold Shares (directly or indirectly) on behalf of one or more Participating Beneficiaries;

  • (iii) you held Shares on behalf of the Participating Beneficiary as at the Record Date who has instructed you to apply for Shares on their behalf under the Plan;

  • (iv) each Participating Beneficiary on whose behalf you are applying for Shares has been given a copy of this document;

  • (v) the application price for the Shares applied for on behalf of the Participating Beneficiary, and any other Shares applied for on their behalf under a similar arrangement in the previous 12 months (excluding shares applied for but not issued), does not exceed $30,000; and

  • (vi) the information in the Custodian Certificate submitted with your Application Form is true, correct and not misleading;

  • (j) agree to be bound by the constitution of the Company (as amended from time to time);

  • (k) acknowledge that none of the Company, its advisers or agents, has provided you with any financial product or investment advice or taxation advice in relation to the Plan, or has any obligation to provide such advice; and

  • (l) authorise the Company, and its officers and agents, to correct minor or easily rectified errors in, or omissions from, your Application Form and to complete the Application Form by the insertion of any missing minor detail.

Issue of Shares

Shares to be issued under the Plan will be issued as soon as reasonably practicable after the closing date specified by the Directors of the Company in the relevant offer.

Shares issued under the Plan will rank equally in all respects with all other fully paid ordinary shares in the capital of the company from the date of issue.

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Shareholding statements or CHESS notification will be issued in respect of all Shares issued under the Plan. The Company will, promptly after the issue of Shares under the Plan, make application for those Shares to be listed for quotation on the official list of ASX.

Modification and Termination of the Plan

The Company may modify or terminate the Plan at any time. The Company will notify ASX of any modification to, or termination of, the Plan. The omission to give notice of any modification to, or termination of, the Plan or the failure of ASX to receive such notice will not invalidate the modification or termination.

Without limiting the above, the Company may issue to any person fewer Shares than the person applied for under the Plan if the issue of Shares applied for would contravene any applicable law or the Listing Rules of ASX.

Raising Amount and Scale back

The Company is targeting to raise approximately $500,000 under the Plan. However, the maximum number of Shares that can be issued in accordance with the ASX Listing Rules is 45,117,039. The Company reserves absolute discretion regarding the final amount raised under the Plan.

In the event of an oversubscription by the Closing Date the Directors may, in their absolute discretion, scale-back all applications on a pro rata basis based on the number of Shares each applicant has applied for. If the Company rejects or scales-back an application or purported application, the Company will promptly return to the shareholder the relevant application monies, without interest.

Dispute Resolution

The Company may, in any manner it thinks fit, settle any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Plan, whether generally or in relation to any participant, application or Shares. The decision of the Company in this respect will be conclusive and binding on all shareholders and other persons to whom that determination relates.

The Company reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of the Company under these conditions may be exercised by the directors of the Company or any delegate of the directors of the Company.

Questions and Contact Details

If you have any questions regarding the Plan or how to deal with this Offer, please contact your stockbroker or professional adviser or Baden Bowen, Company Secretary on 0402 339 443.

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archTIS Limited | ACN 123 098 671

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All Registry Communication to:

GPO Box 5193, Sydney NSW 2001 1300 288 664 (within Australia) +61 2 9698 5414 (international) [email protected] www.automic.com.au

SRN/HIN: [HolderNumberMasked] ASX Code: AR9 Record Date: 5.00 p.m. (WST) Friday, 8 May 2020

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SHARE PURCHASE PLAN APPLICATION FORM

IMPORTANT: CLOSING DATE 5.00 P.M. (WST) ON TUESDAY 9 JUNE 2020 (UNLESS VARIED)

1: SELECT THE VALUE OF SHARES APPLIED FOR

I/We being registered as the holder of Shares in ArchTIS Limited as at the above noted record date, do hereby apply for the dollar amount of New Shares as indicated below at the Issue Price of $0.055 per New Share in accordance with the Terms and Conditions of the Share Purchase Plan that accompanies this Application Form.

$ APPLIED FOR
NO OF SHARES
$ APPLIED FOR
NO OF SHARES
Offer A
545,455
Offer E
181,819
A$30,000
A$10,000
Offer B
454,546
Offer F
90,910
A$25,000
A$5,000
Offer C
363,637
Offer G
36,364
A$20,000
A$2,000
Offer D
272,728
A$15,000

2: PAYMENT: You can pay either by BPAY® or Electronic Funds Transfer “EFT”

Option A – BPAY® Option B – Electronic Funds Transfer (EFT)

Biller Code: TBC The unique reference number which has been assigned to your
Application is:
AR9[HolderId]
Ref No: [BPayCRN] Funds are to be deposited directly to following bank account:
Account name:
Automic Pty Ltd
Account BSB:
036011
Account number:TBC
Contact your financial institution to make your payment from
your cheque or savings account.
Note:You do not need to return this form if you have made
payment via BPAY®. Your BPAY® reference number will
process your payment to your options exercise electronically.
Swift Code:
WPACAU2S
IMPORTANT:You must quote your unique reference number as your
payment reference/ description when processing your EFT payment. Failure
to do so may result in your funds not being allocated to your application and
shares subsequently not issued.


Due to the Government’s direction for people to remain in their residence and other restrictions under the Public Health (COVID-19 Restrictions on Gathering and Movement) Order 2020 and for the purposes of public health and safety, archTIS Limited will not be accepting cheque payments.

3: PROVIDE YOUR CONTACT DETAILS

Telephone Number Contact Name (PLEASE PRINT) ( ) Email Address

SUPPORT YOUR COMPANY: By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible).

INSTRUCTIONS FOR COMPLETION OF THIS FORM

The right to participate in the Share Purchase Plan is optional and is available exclusively to shareholders who are registered as holders of fully paid ordinary shares in ArchTIS Limited (Company) as at the record date and as per the disclaimers in the Share Purchase Plan booklet.

If the Company rejects or scales-back an application or purported application, the Company will return to that applicant the relevant application monies, without interest.

HOW TO APPLY FOR SHARES UNDER THE SPP

1 Select the Value of Shares Applied For Select the value of new fully paid Shares you wish to apply for by placing an “X” alongside the dollar value of your choice. You can only indicate one choice. Should you indicate more than one choice then it will be at the discretion of the company as to which dollar value you will be deemed to have selected.

2 Payment Options

Payment by BPAY: You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number quoted on the front of this form. Multiple acceptances must be paid separately. Applicants should be aware of their financial institution’s cut-off time (the payment must be made to be processed overnight).

It is the Applicant’s responsibility to ensure funds are submitted correctly by the closing date and time.

You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such New Shares for which you have paid.

Payment by EFT: You can make a payment via Electronic Funds Transfer “EFT”. Multiple acceptances must be paid separately. Applicants should be aware of their financial institution’s cut-off time and any associated fees with processing a funds transfer.

Please ensure you use your unique reference number located on the reverse page. This will ensure your payment is processed correctly to your application electronically and return your completed Application Form together with payment receipt to [email protected]

Applicants should be aware of their financial institution’s cut-off time (the payment must be made to be processed overnight) and it is the Applicant’s responsibility to ensure funds are submitted correctly by the closing date and time. The Company and the Share Register accept no responsibility for delayed or misdelivered Application Forms or payments.

Due to the NSW Government’s direction for people to remain in their residence and other restrictions under the Public Health (COVID-19 Restrictions on Gathering and Movement) Order 2020 and for the purposes of public health and safety, archTIS Limited will not be accepting cheque payments for the Share Purchase Plan.

3 Contact Details

Please enter a contact number we may reach you on between the hours of 9:00am and 5:00pm AEDT. We may use this email* or number to contact you regarding your acceptance of the New Shares, if necessary.

IMPORTANT INFORMATION

  1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this SPP Application Form, please consult a professional adviser.

  2. If you do not wish to purchase shares under the Share Purchase Plan, there is no need to take action.

  3. Please ensure you have read and understood the terms and conditions of the Share Purchase Plan in the Share Purchase Plan Offer Booklet accompanying this SPP Application Form and this section entitled "Important Information" before making payment by BPAY®.

  4. The offer for New Shares under the Share Purchase Plan is non-renounceable. Applications can only be accepted in the name printed on the SPP Application Form.

  5. If you are a custodian, trustee or nominee within the meaning of “Custodian” as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, you must complete and submit an additional schedule that contains further certifications and details (Schedule) that must be provided before your application will be received. The Schedule can be obtained by contacting the Share Registry on the telephone number set out below. Applications received by Custodians that are not accompanied by the Schedule will be rejected.

  6. For applicants that are not required to complete the Schedule, by making payment by BPAY®, you certify that the aggregate of the payment paid by you for:

  7. the parcel of New Shares indicated on this SPP Application Form or BPAY® payment; and

  8. any other New Shares applied for by you, or which you have instructed a custodian to acquire on your behalf under the Share Purchase Plan or any other similar arrangement in the 12 months prior to making payment by BPAY® does not exceed $30,000.

  9. The maximum subscription limitation of $30,000 will apply even if an Eligible Shareholder has received more than one SPP Application Form (whether in respect of a joint holding or because the applicant has more than one holding under separate security accounts).

  10. The Company reserves the right to make amendments to this Application Form where appropriate.

  11. Applicants are not assured of receiving the New Shares for which they have applied as the Company may scale back applications in its discretion.

  12. By making payment of application monies, you certify that:

  13. you wish to apply for New Shares under the Share Purchase Plan as indicated on this Application Form;

  14. you have read and understood the terms and conditions of the Share Purchase Plan;

  15. you agree to be bound by the Constitution of the Company and the terms and conditions of the Share Purchase Plan;

  16. you agree to accept any lesser number of New Shares than the number of New Shares applied for; and

  17. you are not in the United States and are not acting for the account or benefit of a person in the United States and have not sent any offering materials relating to the SPP offer to any person in the United States.

  18. *By providing your email address, you elect to receive all communications despatched by the Company electronically (where legally permissible )

If you require further information about the Offer, please contact Automic on 1300 288 664

between 9:00am and 5:00pm (AEDT).