AURORA LABS LIMITED — Share Issue/Capital Change 2021

Nov 9, 2021

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SHARE PURCHASE PLAN

IMPORTANT NOTICES

General

This document is dated 10 November 2021.

This document is not a prospectus and has not been lodged with ASIC. Accordingly, this document does not contain all the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding whether or not to invest in the New Shares offered by this document.

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand or are in doubt about the contents of this document, or the action you should take, you should consult your financial or other professional adviser without delay.

The market price of Shares may rise or fall between the date of this document and the date the New Shares are issued to you. This means that up to or after the date on which the New Shares are issued to you, you may be able to buy Shares on the market at a lower price than the Issue Price. The Company and its Directors do not offer any recommendation or advice regarding participation in the Offer. Holding securities in the Company is a speculative form of investment and the future price of Shares may rise or fall depending on, amongst other things, production success and fluctuations on the stock market generally.

This document does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this document. No action has been taken to permit the Offer in any jurisdiction other than Australia and New Zealand to the extent set out in this document.

The distribution of this document in jurisdictions outside Australia and New Zealand may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any other jurisdiction.

In particular, this document may not be distributed in the United States. The New Shares have not been, and will not be, registered under the US Securities Act 1933 (the US Securities Act ) or the securities laws of any state or other jurisdiction of the United States. The New Shares may not be offered, sold or otherwise transferred in the United States except in a transaction exempt from, or not subject to, the registration of the US Securities Act and the applicable laws of any state or other jurisdiction in the United States. The New Shares will not be offered to sold, directly or indirectly, to any person in the United States.

Application will be made for the New Shares to be quoted on ASX. The New Shares have not been and will not be registered under any other applicable securities laws and they may not, subject to certain exceptions, be offered or sold directly or indirectly within any jurisdiction outside Australia and New Zealand.

No Recommendation

The information in this document is not a recommendation to accept the Offer and does not constitute financial advice. Eligible Shareholders should therefore conduct their own investigations, assessment and analysis of the Company and its operations and prospects and must base their investment decision solely on those investigations and that assessment and analysis.

If, after reading this document, Eligible Shareholders have any questions regarding the Offer, they should contact their financial or other professional adviser before deciding whether or not to accept the Offer.

Capitalised terms in this document are defined in the Glossary.

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KEY DATES

Dates*	Details
5 November 2021	Record Date 5.00pm (Perth time) The date on which the Company determines Eligible Shareholders
10 November 2021	Dispatch Date The date on which this document and the Application Forms are dispatched to Eligible Shareholders
10 November 2021	Opening Date The date on which the Offer opens
26 November 2021	Closing Date The date on which the Offer closes Application Monies must be received by 5.00pm (Perth time)
30 November 2021	Announcement of Offer Results
1 December 2021	Issue and Allotment Date The date New Shares are intended to be issued
2 December 2021	Quotation of New Shares on ASX
2 December 2021	Dispatch of Holding Statements

*The timetable is indicative only and the Company may, at its discretion, vary any of the above dates, subject to compliance with the ASX Listing Rules and Corporations Act.

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TERMS & CONDITIONS

The following are the terms and conditions of the Offer. By accepting the Offer, you agree to be bound by these Terms & Conditions and the Company's constitution.

1 ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547

The Offer is offered in compliance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( ASIC Instrument 2019/547 ). ASIC Instrument 2019/547 provides relief from the requirement for the Company to provide a prospectus when offering shares to existing shareholders of a company pursuant to a share purchase plan.

2 Opening Date and Closing Date of the Offer

The Offer opens on 10 November 2021 ( Opening Date ).

The Offer closes at 5.00pm (Perth time) on Friday, 26 November 2021 ( Closing Date ).

Late applications will not be accepted. However, the Directors reserve their right, subject to the Corporations Act and the ASX Listing Rules, to vary the Closing Date without prior notice. Accordingly, the Directors encourage any Eligible Shareholders (including Custodians) wishing to participate in the Offer to remit their Application Monies as soon as possible. If the Closing Date is varied, subsequent dates may also be varied accordingly.

3 Who is Eligible to participate in the Offer?

You are eligible to apply for New Shares under the Offer if you were registered as a holder of Shares as at the Record Date on the Register and if your registered address, as recorded in the Register, is in Australia or New Zealand.

The Offer to each Eligible Shareholder is made on the same terms and conditions.

Your rights under the Offer are personal to you and the Offer is non-renounceable (i.e. you may not transfer your right to subscribe for New Shares to anyone else).

4 Shareholder Approval

The Company will issue the New Shares under ASX Listing Rule 7.2 (Exception 5). Accordingly, Shareholder approval is not required for the issue of the New Shares pursuant to the Offer.

If required, the Company will scale back applications in such manner as the Directors see fit.

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Voluntary Participation

The Offer is entirely voluntary and is subject to the Terms & Conditions. You are not obliged to participate in the Offer.

6 Issue Price

The Issue Price represents a:

• (a) 17.9% discount to the closing market price of the Shares on the last day on which Shares were traded on the ASX immediately prior to the Placement and Offer being announced; and

• (b) 19.9% discount to the VWAP of Shares over the last five days on which Shares were traded on the ASX immediately prior to the Placement and Offer being announced.

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Important information on price risk to consider

Before deciding whether to accept the Offer, you should refer to the current market price of the Shares, which can be obtained from the financial pages of most major daily newspapers, your stockbroker, your financial adviser, or ASX.

Subscription for New Shares is a speculative investment and the market price may change between the date you apply for New Shares and the issue of New Shares to you. Accordingly, the value of New Shares applied for is likely to rise or fall. Importantly, there is a risk that during the period when the

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Issue Price is determined and when the New Shares are issued to you, the price at which Shares are traded on ASX may be less than the Issue Price. You must rely on your own knowledge of the Company and previous disclosures made by the Company to ASX (including disclosure regarding risks of making an investment in the Company). In determining whether you wish to participate in the Offer and the extent to which you participate, you should seek your own personal financial and/or taxation advice referable to your personal circumstances.

8 How much can you invest in the Offer?

Subject to paragraph 11, if you are an Eligible Shareholder, you may subscribe for a maximum of A$30,000 worth of New Shares.

There is a minimum amount for which you may subscribe under the Offer, which is A$2,000 worth of New Shares.

The following parcels of New Shares are available under the Offer:

	Subscription Amount (A$)	Number of Shares
Parcel A	A$30,000	260,869
Parcel B	A$25,000	217,391
Parcel C	A$20,000	173,913
Parcel D	A$15,000	130,434
Parcel E	A$10,000	86,956
Parcel F	A$5,000	43,478
Parcel G	A$2,000	17,391

The maximum limit of A$30,000 worth of New Shares applies to you even if you receive more than one Offer. For example, if as at the Record Date, you are both a sole and a joint Shareholder, you can only apply for New Shares once, either in your capacity as sole Shareholder or joint Shareholder, not both.

No fraction of New Shares will be issued.

All Application Monies must be paid in Australian dollars.

No brokerage, stamp duty or other costs are payable by applicants in respect of an application for New Shares.

9 Scale Back, Oversubscriptions or Refusal of Application

A$1 million, the Directors may in their absolute discretion, undertake a scale back to the extent and in the manner they see fit. Alternatively, the Company may elect to change the A$1 million cap at its discretion by announcement to ASX and accept oversubscriptions (subject to the maximum permitted under the ASX Listing Rules).

Factors which the Directors may take into account in determining any scale back include, but are not limited to:

• (a) the extent to which Eligible Shareholders have sold or bought additional Shares after the Record Date and the date the application was made;

• (b) the total Application Monies received;

• (c) the amount applied for by each Eligible Shareholder;

• (d) the number of Shares held by each Eligible Shareholder at the Record Date;

• (e) whether an Eligible Shareholder remains on the register on the Closing Date;

• (f) the date the Company received the BPAY® or EFT payment; and

• (g) any other such criteria as determined by the Directors in their absolute discretion.

If there is a scale back, you may not receive all the New Shares for which you have applied.

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If a scale back produces a fractional number when applied to the number of New Shares for which you have applied, the number of New Shares issued to you will be rounded down to the nearest whole number of New Shares.

If there is a scale back, the difference between the Application Monies received from you, and the number of New Shares issued to you multiplied by the Issue Price, will be refunded to you in full (without interest and at your sole risk).

The Directors reserve their right (in their absolute discretion) to refuse an application (in whole or in part) if they consider that:

• (a) it is reasonable and prudent to do so;

• (b) the applicant is not an Eligible Shareholder;

• (c) the issue of those New Shares may contravene any applicable law, rule or regulation in any jurisdiction (including without limitation the Corporations Act or the ASX Listing Rules) or the requirements of any regulatory or governmental body or may require further action to be taken by the Company including, without limitation, registration of Shares or the preparation of a prospectus in any jurisdiction; or

• (d) the applicant has not otherwise complied with the Terms & Conditions.

If an application is refused in whole or in part, the Application Monies will be returned to the applicant in full (without interest and at the applicant’s sole risk).

All Directors' decisions in connection with a scale back or refusal of an application are final.

10 Shortfall

The Offer is not underwritten.

Subject to the ASX Listing Rules (including ASX Listing Rule 7.1), to the extent that there is a Shortfall, the Directors reserve the right to issue the New Shares that comprise the Shortfall to institutional, sophisticated and professional investors at their absolute discretion.

11 Custodian Certification

If on the Record Date you are a Custodian and hold Shares on behalf of one or more persons each of whom is an Eligible Shareholder (each, a Participating Beneficiary ), the Offer is made to you and you have the discretion whether to extend the Offer to the Participating Beneficiaries. You may apply up to a maximum of A$30,000 worth of New Shares for each Participating Beneficiary.

In any consecutive 12-month period, the Company can only issue to a Custodian Shares up to the value A$30,000, unless the Custodian certifies in writing ( Custodian Certificate ):

• (a) either or both of the following:

• (i) that the Custodian holds Shares on behalf of one or more Participating Beneficiaries that are not Custodians; and

• (ii) that another Custodian ( Downstream Custodian ) holds beneficial interests in Shares on behalf of one or more Participating Beneficiaries, and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian,

on the Record Date and that each Participating Beneficiary has subsequently instructed the following persons:

• (iii) where paragraph 11(a)(i) applies – the Custodian; and

• (iv) where paragraph 11(a)(i) applies – the Downstream Custodian,

to apply for New Shares on their behalf under the Offer;

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• (b) the number of Participating Beneficiaries;

• (c) the name and address of each Participating Beneficiary;

• (d) in respect of each Participating Beneficiary:

• (i) where paragraph 11(a)(a)(i) applies, the number of Shares that the Custodian holds on their behalf and the number;

• (ii) where paragraph 11(a)(a)(ii) applies, the number of Shares to which the beneficial interests relate applies;

• (e) in respect of each Participating Beneficiary:

• (i) where paragraph 11(a)(a)(i) applies, the number or the dollar amount of New Shares they instructed the Custodian to apply for on their behalf; and

• (ii) where paragraph 11(a)(a)(ii) applies, the number or the dollar amount of New Shares they instructed the Downstream Custodian to apply for on their behalf;

• (f) there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds A$30,000:

• (i) the New Shares applied for by the Custodian on their behalf under the Offer in accordance with the instructions in paragraph 11(e); and

• (ii) any other Shares issued to the Custodian in the 12 months before the application under the Offer as a result of an instruction given by them to the Custodian or Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Offer;

• (g) that a copy of this document was given to each Participating Beneficiary; and

• (h) where paragraph 11(a)(a)(ii) applies, the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary.

In providing a Custodian Certificate under this paragraph 11, the Custodian may rely on information provided to it by the Participating Beneficiary and any Custodian who holds beneficial interests in the Shares held by the Custodian.

If the Company is not satisfied with the Custodian Certificate (for whatever reason), the Company will not issue any New Shares to the Custodian on behalf of the relevant Participating Beneficiaries.

If you require a Custodian Certificate or require further information about the Custodian application process, you should contact the Share Registry.

If you hold Shares as a trustee or nominee for another person, 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 set out in paragraph 8 apply.

A completed Custodian Certificate must be emailed to: custodialcertificates@automicgroup.com.au, failure to do so will result in the Application being rejected. The Company and the Share Registry accept no responsibility for delayed or misdelivered Custodian Certificates.

12 Effect of making an application and Shareholder Certification

Subject to paragraph 11 above, if you submit a BPAY[®] or EFT payment you:

• (a) will be deemed to have warranted and represented that you are an Eligible Shareholder and are eligible to participate in the Offer;

• (b) irrevocably and unconditionally agree to the Terms & Conditions and the terms of the Application Form;

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• (c) acknowledge that your application will be irrevocable and unconditional;

• (d) certify and represent to the Company that you have not applied for more than A$30,000 worth of New Shares;

• (e) certify that the total of the application price for the following does not exceed A$30,000 (irrespective of whether you may have received more than one Offer or received Offers in more than one capacity):

• (i) the New Shares the subject of your application under the Offer;

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

• (iii) any other New Shares which you have instructed a Custodian to acquire on your behalf under the Offer; and

• (iv) any other Shares issued to a Custodian under an arrangement similar to the Offer in the 12 months before the application under the Offer as a result of an instruction you have given to a Custodian;

• (f) agree to be bound by the Company's constitution;

• (g) will be deemed to have made the following declarations and representations:

• (i) you acknowledge that the New Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions of the United States, or in any other jurisdiction outside Australia and New Zealand and, accordingly the New Shares may not be offered, sold or resold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the applicable securities laws of any state or other jurisdiction in the United States;

• (ii) you represent and warrant that you are not in the United States and are not acting for the account or benefit of a person in the United States;

• (iii) you agree not to send this document, the Application Form or any other material relating to the Offer to any person in the United States or elsewhere outside Australia and New Zealand;

• (iv) you agree that if in the future you decide to sell or otherwise transfer the New Shares you will only do so in "regular way" transactions on ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States; and

• (v) if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are making an application is resident in Australia or New Zealand, and you have not sent and will not send, this document, the Application Form or any information related to the Offer to any person outside Australia and New Zealand.

13 Transaction Costs

The only cost associated with the Offer is the Issue Price for the number of New Shares for which you wish to subscribe. You do not have to pay for brokerage, commission or other transaction costs which would normally apply when you acquire Shares on market.

14 Issue of New Shares and variation on number of New Shares issued

The New Shares will be issued on the Issue Date.

The Share Registry will send to you a holding statement in due course following the Issue Date.

If an application is refused in whole or in part, the Application Monies will be returned to the applicant in full without interest.

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In accordance with ASX Listing Rule 7.2 Exception 5, the total number of New Shares issued under the Offer must not exceed 30% of the number of Shares currently on issue.

15 What rights will the New Shares carry?

Once the New Shares are issued, they will rank equally with existing Shares and will carry the same voting rights, dividend rights and other entitlements.

16 Can the Company change, suspend or terminate the Offer?

The Company may at any time change, suspend or terminate the Offer. If the Company changes, suspends or terminates the Offer it will advise ASX. The accidental omission to give notice of changes to or suspension or termination of the Offer or the non-receipt of any such notice will not invalidate the change, suspension or termination.

17 Directors' Participation

Subject to ASX Listing Rule 10.12 (Exception 4) being satisfied at the date of the issue of the New Shares, Directors who are Eligible Shareholders may (without having to obtain prior Shareholder approval), participate in the Offer, on the same terms as all other Eligible Shareholders.

18 How do you apply and pay for the New Shares?

Given the delays that have been experienced in mail delivery as a result of the COVID-19 pandemic, the Company will not be accepting cheque or money order payments for the Offer.

Accordingly, if you wish to participate in the Offer, you must pay for New Shares by BPAY® or EFT payment via internet or phone banking in accordance with the instructions on the Application Form.

All amounts in the Offer are expressed in Australian dollars. You must also quote your reference number, which is on the Application Form. You should be aware of your financial institution's cut-off time. It is your responsibility to ensure funds are submitted correctly by the Closing Date.

If you make a BPAY® or EFT payment and do not provide the exact amount, you will, subject to the Terms & Conditions, be deemed to have applied for such New Shares for which you have paid.

19 Can I pay with cash, cheque or money order?

No, cash, cheques and money orders will not be processed and will be returned to applicants.

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Dispute resolution

The Company may settle any dispute in connection with the Offer in any manner it thinks fit, whether generally or in relation to any participant, application or Share. The Company's decision will be final and binding.

The Company reserves its right to waive strict compliance with any provision of the Terms & Conditions.

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Quotation and Registration of your Shares

The Company will apply for the New Shares issued to you to be quoted on ASX.

The Company participates in CHESS. Under CHESS, you will not receive a share certificate but will receive a statement of your holding of Shares. The CHESS statement will prescribe the number of New Shares issued pursuant to the Offer, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the New Shares.

If you are broker sponsored, ASX Settlement will send you a CHESS statement.

If you are registered on the Issuer Sponsored Subregister, the Share Registry will dispatch your statement, which will contain the number of New Shares issued to you under the Offer and your security holder reference number.

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22 No liability

The Company, including 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.

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Privacy

By receiving applications, the Company collects personal information about Shareholders. The Company will use this information for the purposes of processing the application and updating the records of the Company. To the extent restricted by law, the Company will not disclose personal information about a Shareholder to a third party. To the extent permitted by law, Shareholders are able to access, upon request, personal information about them by the Company.

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Governing law and jurisdiction

These Terms & Conditions are governed by the laws in force in Western Australia. Any dispute arising out of or in connection with these Terms & Conditions, or the offer of New Shares, will be determined by the courts of Western Australia. By accepting this offer, you agree to submit to the non-exclusive jurisdiction of the courts in Western Australia.

25 How do you apply for New Shares under the Offer

If you wish to participate in the Offer please read the Terms & Conditions carefully. You must subscribe for:

• (a) a minimum parcel of A$2,000 worth of New Shares;

• (b) a parcel of A$5,000 worth of New Shares;

• (c) a parcel of A$10,000 worth of New Shares;

• (d) a parcel of A$15,000 worth of New Shares;

• (e) a parcel of A$20,000 worth of New Shares;

• (f) a parcel of A$25,000 worth of New Shares;

• (g) a maximum parcel of A$30,000 worth of New Shares.

Payments under the Offer are irrevocable and may not be withdrawn once the Company receives it.

If you make a BPAY[®] or EFT payment, you do not need to return the Application Form. However, you must quote your reference number which is on the Application Form and your reference number will process your payment to your entitlement. Please ensure you make a payment for the exact amount of the New Share parcel for which you wish to subscribe. You will be deemed to have applied for such New Shares for which you have paid, subject to the Terms & Conditions. You should also be aware of your financial institution's cut-off time. It is your responsibility to ensure funds are submitted correctly by the Closing Date.

Late applications will not be accepted. However, the Directors reserve their right, subject to the Corporations Act and the ASX Listing Rules, to vary the Closing Date without prior notice. If the Closing Date is varied, subsequent dates may also be varied accordingly.

Ensure that your payment reaches the Share Registry by the Closing Date no later than 5.00pm (Perth time) on Friday, 26 November 2021.

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26 Glossary

A$ or $ means Australian dollar.

Application Form means the application form accompanying this document.

Application Monies means monies paid by Eligible Shareholders in respect of New Shares the subject of an application pursuant to the Offer.

ASIC means the Australian Securities and Investments Commission.

ASIC Instrument 2019/547 means ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 issued by ASIC (as amended from time to time).

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the official listing rules of ASX (as amended from time to time).

ASX Settlement means ASX Settlement Pty Limited (ACN 008 504 532).

AWST means Australian Western Standard Time.

CHESS means the Clearing House Electronic Subregister System operated by ASX Settlement.

Closing Date has the meaning given in paragraph 2 of the Terms & Conditions.

Company means Aurora Labs Limited ACN 601 164 505.

Corporations Act means the Corporations Act 2001 (Cth).

Custodian has the meaning given in ASIC Instrument 2019/547, being a person that provides a custodial or depository service in relation to shares of a body or interests in a registered scheme and who:

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

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

• (c) holds an Australian financial services licence covering the operation of an investor directed portfolio service ( IDPS ) or is a responsible entity of an IDPS-like scheme;

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

• (e) is 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.

Custodian Certificate has the meaning given to that term in paragraph 11 of the Terms & Conditions.

Directors means the directors of the Company from time to time.

Downstream Custodian has the meaning given to that term in paragraph 11 of the Terms & Conditions.

EFT means electronic funds transfer.

Eligible Shareholder has the meaning given in the Letter.

Issue Date means the date on which New Shares will be issued, which as at the date of this document is expected to be 1 December 2021.

Issue Price has the meaning given in the Letter.

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Issuer Sponsored Subregister means that part of the register for a class of the Company's securities for which CHESS approval has been given in accordance with the operating rules of ASX Settlement that is administered by the Company (and not by ASX Settlement) and that records uncertificated holdings of securities.

Letter means the letter addressed to Shareholders from the Company, dated 10 November 2021, which forms part of this document.

New Shares means the Shares to be issued to Eligible Shareholders who accept the Offer.

Offer has the meaning given in the Letter.

Opening Date has the meaning given in paragraph 2 of the Terms & Conditions.

Participating Beneficiary has the meaning given to that term in paragraph 11 of the Terms & Conditions.

Record Date has the meaning given in the Letter.

Register means the share register maintained by or on behalf of the Company in Australia.

Securities Act has the meaning given in the Important Information.

Share means a fully paid ordinary share in the capital of the Company.

Share Registry means Automic Group.

Shareholder means a registered holder of Shares.

Shortfall has the meaning given in the Letter.

Terms & Conditions means the terms and conditions of the Offer as expressly prescribed in this document.

VWAP means volume weighted average price.

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