AUCYBER LIMITED — Capital/Financing Update 2021

Nov 21, 2021

Proposed issue of securities

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Announcement Summary

Entity name

SOVEREIGN CLOUD HOLDINGS LIMITED

Announcement Type

New announcement

Date of this announcement

22/11/2021

The Proposed issue is: An accelerated offer A placement or other type of issue

Total number of +securities proposed to be issued for an accelerated offer

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
SOV	ORDINARY FULLY PAID	45,253,211

Trading resumes on an ex-entitlement basis (ex date) 24/11/2021

+Record date

24/11/2021

Offer closing date for retail +security holders

13/12/2021

Issue date for retail +security holders

20/12/2021

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
SOV	ORDINARY FULLY PAID	24,889,265

Proposed +issue date

22/11/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

SOVEREIGN CLOUD HOLDINGS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type Registration Number ABN 80622728189

1.3 ASX issuer code

SOV

1.4 The announcement is

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New announcement

1.5 Date of this announcement

22/11/2021

1.6 The Proposed issue is:

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An accelerated offer A placement or other type of issue

1.6b The proposed accelerated offer is

Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO)

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

SOV : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description

SOV : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

Has the offer ratio been determined? Yes

The quantity of additional +securities For a given quantity of +securities

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to be issued held 4 11

What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 45,253,211 whole number

Offer price details for retail security holders

Has the offer price for the retail offer been determined?

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Yes

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.50000

Offer price details for institutional security holders

Has the offer price for the institutional offer been determined?

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Yes

In what currency will the offer be What is the offer price per +security made? for the institutional offer? AUD 0.50000 AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

Eligible retail shareholders who take up their full entitlement may also participate in a top-up facility by applying for additional fully paid ordinary shares in SOV in excess of their entitlement at the offer price, up to a maximum of 50% in excess of their entitlement.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

Pro-rata

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

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Part 3D - Timetable

3D.1a First day of trading halt

22/11/2021

3D.1b Announcement date of accelerated offer

22/11/2021

3D.2 Trading resumes on an ex-entitlement basis (ex date)

24/11/2021

3D.5 Date offer will be made to eligible institutional +security holders

22/11/2021

3D.6 Application closing date for institutional +security holders

23/11/2021

3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt)

24/11/2021

3D.9 +Record date

24/11/2021

3D.10a Settlement date of new +securities issued under institutional entitlement offer

30/11/2021

3D.10b +Issue date for institutional +security holders

1/12/2021

3D.10c Normal trading of new +securities issued under institutional entitlement offer 2/12/2021

3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue

29/11/2021

3D.12 Offer closing date for retail +security holders

13/12/2021

3D.13 Last day to extend retail offer close date

8/12/2021

3D.19 +Issue date for retail +security holders and last day for entity to

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announce results of retail offer

20/12/2021

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Morgans Corporate Limited (ACN 010 539 607) and Canaccord Genuity (Australia) Limited (ACN 075 071 466).

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

• The compensation for the JLMs comprises: * 1.5% management fee across the entitlement offer, not payable in relation to pre-commitments of certain pre-committed shareholders * 3.5% underwriting fee across the entitlement offer, not payable in relation to pre-commitments signed by directors or their related entities

• 3E.2 Is the proposed offer to be underwritten? Yes

3E.2a Who are the underwriter(s)?

Morgans Corporate Limited (ACN 010 539 607) and Canaccord Genuity (Australia) Limited (ACN 075 071 466).

3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)?

Fully underwritten

3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)?

As per question 3E.1b

3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated

Please refer to section 6.13 of the retail entitlement offer information booklet, which is expected to be released to ASX on or about 24 November 2021 and despatched to eligible retail shareholders on or about 29 November 2021.

3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Advisor fees.

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Part 3F - Further Information

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3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The proceeds of the Equity Raising will largely be deployed to assist with funding working capital requirements associated with scaling AUCloud to critical mass, together with investing in new cloud platforms in Brisbane, Melbourne and Adelaide.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

North America, Singapore and Denmark

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Persons acting as nominee or custodian for eligible retail shareholders may submit entitlement and acceptance forms on behalf of those beneficial holders who are resident in Australia, New Zealand or the United Kingdom and who are not in the United States and not acting for the account of benefit of a person in the United States.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://investors.australiacloud.com/Investors/

3F.7 Any other information the entity wishes to provide about the proposed issue

None

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description SOV : ORDINARY FULLY PAID Number of +securities proposed to be issued 24,889,265 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.50000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 7C - Timetable

7C.1 Proposed +issue date

22/11/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

14,933,559

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

9,955,706

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? No

7E.2 Is the proposed issue to be underwritten? No

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7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Advisor fees

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The proceeds of the Equity Raising will largely be deployed to assist with funding working capital requirements associated with scaling AUCloud to critical mass, together with investing in new cloud platforms in Brisbane, Melbourne and Adelaide.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

None

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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