BEAMTREE HOLDINGS LIMITED — Capital/Financing Update 2021

Feb 25, 2021

==> picture [135 x 52] intentionally omitted <==

ASX Announcement

PKS Holdings Limited (ASX: PKS)

Sydney, 26 February 2021

Share Purchase Plan Offer Booklet

The Board of PKS Holdings Limited (ASX: PKS) (“PKS” or the “Company”), an Australian pioneer of advanced data services in healthcare, is pleased to advise that the Share Purchase Plan (SPP) announced on 23 February 2021 is now open. The SPP Offer Booklet (a copy of which is attached to this announcement) along with a personalised Application Form was dispatched to all eligible shareholders today.

The SPP provides eligible shareholders the opportunity to apply for parcels of shares valued at any amount between $1,000 and $30,000 that is a multiple of $500 (subject to discretionary scale back). The shares are available at $0.35 per share being the same price paid by investors under the Placement to raise $12m as announced on 23 February 2021.

Authorised for the release by the Chairman.

-END-

For further information please contact:

Tim Kelsey Mike Hill CEO PKS Holdings Chairman, PKS Holdings Phone: 0476 835 311 Phone: 0421 056 691

About PKS

PKS is an Australian Healthcare company that works with health organisations around the world to better capture, manage and leverage their human expertise to improve the performance of their business and deliver better patient outcomes. PKS’ products have a broad range of applications across the healthcare services industry. The key value propositions of the PKS’ suite of software applications focus on and have the potential to:

• Clinical Decision Support, which enables better decision making, leading to improved patient outcomes and a reduction in medical errors;

• Improve operational efficiency, with opportunities for significant cost savings and revenue improvements;

• Improve the quality of data, which makes the billing processes in healthcare organisations more accurate and more efficient; and

• Leverage off data analytics and benchmarking, which provides insights into healthcare data and enables healthcare organisations to improve the quality of patient care.

With the recent acquisition of Pavilion Health, the suite of software products now consists of:

1

• RippleDown® enables any clinical domain expert – typically a pathologist or clinician – to automate their unique, human decision-making process at scale in order to provide real-time clinical analysis, interpretations and treatment recommendations. By aggregating and analysing all available patient information – including current and historical results – RippleDown® is able to provide a holistic view of patients to generate the most comprehensive and patient-specific interpretations and recommendations.

• RippleDown® is managed by domain experts, not IT, enabling rules to be built quickly and easily to ensure the system remains updated and relevant.

• PICQ® is an auditing tool used in hospitals that assesses every record clinically coded for data quality. It measures data accuracy against indicators and identifies records for correction and uses a set of pre-determined indicators created and maintained by PKS’ subject-matter experts to identify records that may be incorrectly coded.

• RISQ[TM] Reviews records in datasets to assess the quality of Condition Onset Flags (COF) data and incidences of hospital-acquired complications (HACs). It provides a method to benchmark hospitals against statistical peers to provide industry benchmarks of HAC incidence and underlying data quality.

• Codexpert[TM] is a web-based eBook application providing the full health-data classification reference for clinical coding of patient episodes.

2

SHARE PURCHASE PLAN OFFER BOOKLET

PKS Holdings Limited ACN 627 071 121

You should read this Booklet in full

This Booklet contains important information. You should read this Booklet in full and seek advice from your stockbroker, accountant or other professional adviser if you have any questions about your investment in the Company or about the impact of the transactions described in this Booklet. If you have any questions in relation to how to participate in the SPP after reading this Booklet, please contact the Registry on 1300 288 664 (callers within Australia) or +61 2 9698 5414 (callers outside Australia).

This Booklet does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

These materials do not constitute an offer of securities in any place in which, or to any person to whom, it would not be lawful to make that offer. In particular, these materials do not constitute an offer to sell, or a solicitation of an offer to buy, any SPP Shares (as defined below) in the United States or in any jurisdiction in which such an offer would be illegal. SPP Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended or amended from time to time ( Securities Act ) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the SPP Shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States.

You must not send copies of this document or any other material relating to the SPP to any person in the United States or elsewhere outside Australia and New Zealand where such action would be illegal.

Legal Adviser Automic Legal Pty Ltd

==> picture [201 x 24] intentionally omitted <==

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 1 of 18

LETTER FROM THE CHAIR

26 February 2021

Dear Shareholder

On behalf of the Directors of PKS Holdings Limited ( Company ), I am pleased to offer you the opportunity to participate in the share purchase plan ( SPP ) which was announced on 23 February 2021. The SPP allows Eligible Shareholders in the Company the opportunity to each subscribe for up to $30,000 worth of new, fully paid ordinary shares in the Company (subject to scale-back on a pro rata basis, if required) ( SPP Shares ), without incurring brokerage or other transaction costs, on the terms set out in this Booklet ( SPP Offer ). The SPP will be capped at $1 million.

The SPP is part of a wider capital raising being undertaken by the Company. As announced on 23 February 2021, the Company has secured binding commitments for $12 million (before costs) via a placement to eligible institutional and professional investors ( Placement ).

The Placement will be completed on 1 March 2021. Proceeds of the Placement will be used by the Company to continue product development, sales and marketing and research.

SPP Offer Details

The SPP provides you with the opportunity to increase your holding of fully paid ordinary shares in the Company at the same issue price paid by investors under the Placement, being $0.35 per SPP Share.

If total demand for the SPP Shares exceeds $1 million, the Company will scale-back the maximum number of new Shares issued to each Eligible Shareholder on a pro-rata basis, having regard to their holding as at the Record Date.

You may apply for a parcel of SPP Shares valued at any amount between $1,000 and $30,000 that is a multiple of $500 (subject to scale-back on a pro rata basis, if required).

Participation in the SPP is optional and open to Eligible Shareholders, being holders of fully paid ordinary shares in the Company at 7:00pm (AEDT) on Monday, 22 February 2021 ( Record Date ) and whose address on the Register is in Australia or New Zealand or who the Company has otherwise determined are eligible to participate in the SPP. The SPP is also being extended to Eligible Shareholders who are Custodians to participate in the SPP on behalf of certain Eligible Beneficiaries on the terms and conditions set out in this Booklet. Your right to participate in the SPP is not transferable. All SPP Shares will rank equally with existing Shares in the Company.

The terms and conditions of the SPP and your personalised Application Form are provided in this Booklet.

If the Company is required to undertake a pro rata scale-back of applications for SPP Shares, you may receive less than the parcel of SPP Shares for which you have applied. Should this happen, the balance of any application money that is not applied to acquire SPP Shares will be refunded to you, without interest. I urge you to read these materials in their entirety and seek your own financial, taxation and other professional advice in relation to the SPP before you decide whether to participate.

The SPP opens on Friday, 26 February 2021 and is expected to close at 5.00pm (AEDT) on Friday, 19 March 2021.

To apply for SPP Shares, you must either:

• complete and return your personalised Application Form, together with payment; or

• make a payment directly via BPAY or EFT (you do not need to return an Application Form under this option).

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 2 of 18

If you have any questions in relation to how to participate in the SPP, please contact the Registry on 1300 288 664 (callers within Australia) or +61 2 9698 5414 (callers outside Australia) or consult your financial or other professional adviser.

On behalf of the Board of the Company, I thank you for your support and considering this investment opportunity.

Yours sincerely

==> picture [109 x 22] intentionally omitted <==

Mike Hill Chair PKS Holdings Limited

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 3 of 18

1 IMPORTANT INFORMATION

This Booklet 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 SPP 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.

The offer of SPP Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 which grants relief from the requirement to issue a disclosure document for the SPP. In addition, the SPP Shares are not being offered or sold to the public within New Zealand other than to existing shareholders with registered addresses in New Zealand to whom the offer of SPP Shares is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 .

Participation in the SPP is optional and open to Shareholders who are holders on the Record Date of Shares and whose registered address is in Australia or New Zealand or who the Company has otherwise determined are eligible to participate in the SPP. For New Zealand Shareholders, you must still be a Shareholder at the Record Date of the SPP Offer, that is Monday, 22 February 2021.

This Booklet has not been registered, filed with or approved by any New Zealand regulatory authority. This Booklet is not an investment statement, product disclosure statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement, product disclosure statement or prospectus under New Zealand law is required to contain.

The laws of some countries prohibit or make impracticable participation in the SPP by Shareholders not resident in Australia or New Zealand. Accordingly, the Company has determined that it is not practical for all Shareholders who are not resident in Australia or New Zealand to participate in the SPP. However, the Directors reserve their right to offer SPP Shares to shareholders that the Company otherwise determines are eligible to participate in the SPP.

You are not eligible to participate in the SPP if you are in the United States or are acting for the account or benefit of a person in the United States. If you are acting for the account or benefit of a person in the United States, you are not permitted to apply for or acquire SPP Shares for, or for the account or benefit of, that person.

2 KEY DATES FOR THE SPP*

Record Date 7:00 p.m. (AEDT) on Monday, 22 February 2021 Opening Date Friday, 26 February 2021 Closing Date 5.00 p.m. (AEDT) on Friday, 19 March 2021 Issue of SPP Shares Monday, 29 March 2021 Dispatch of shareholding statements Monday, 29 March 2021 SPP Shares commence trading on ASX Tuesday, 30 March 2021

• Please note, the dates set out above are indicative only and are subject to change without notice to you. Any change in the timetable does not affect any rights or obligations you have as a result of accepting the SPP.

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 4 of 18

3 KEY SPP INFORMATION

You should read this section in conjunction with the terms and conditions of the SPP set out in section 4, below.

1 What is the SPP?

The SPP is an opportunity for Eligible Shareholders to each subscribe for up to $30,000 worth of SPP Shares without brokerage or other transaction costs.

Eligible Shareholders may each apply for SPP Shares in a parcel valued at any amount between $1,000 and $30,000 that is a multiple of $500 (subject to scale-back on a pro rata basis).

• 2 Is participation in the No. Participation in the SPP is entirely voluntary. SPP compulsory?

• Before you decide whether to participate in the SPP, the Company recommends you seek independent financial advice from your stockbroker, accountant or other professional adviser.

If you do not wish to participate in the SPP, do nothing.

• 3 What is the Issue Price SPP Shares will be offered at $0.35 per SPP Share, being the of the SPP Shares? same price paid by investors under the Placement, announced on 23 February 2021.

The Issue Price represents a discount of approximately 5% to the closing price of the Company’s Shares on the trading day prior to the announcement of the Placement and SPP.

There is a risk that the market price of Shares may rise or fall between the date of this Booklet and the time of issue of the SPP Shares under the SPP. This means that the price you pay for the SPP Shares issued to you may be less than or more than the market price of Shares at the date of this Booklet or the time of issue.

Your Application for SPP Shares is unconditional and may not be withdrawn even if the market price of Shares is less than the Issue Price.

• 4 Who is eligible to An Eligible Shareholder, being a registered holder of Shares participate in the SPP? on the Record Date with a registered address in either Australia or New Zealand or who the Company has determined is eligible, is eligible to participate in the SPP, unless such Shareholder is in the United States or is acting for the account or benefit of a person in the United States (in which case such Shareholder will not be eligible to participate in respect of the SPP Shares held for the account or benefit of that person in the United States).

The SPP is also being extended to Eligible Shareholders who are Custodians to participate in the SPP on behalf of Eligible Beneficiaries on the terms and conditions provided in this Booklet.

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 5 of 18

• 5 Can my SPP Offer be No. The SPP Offer is non-renounceable and cannot be transferred to a third transferred. party?

• 6 How much can I invest under the SPP?

Eligible Shareholders may apply for SPP Shares in parcels of Shares valued at any amount between $1,000 and $30,000 that is a multiple of $500 (subject to scale-back on a pro rata basis, if necessary).

The SPP will be conducted in compliance with the cap on the number of fully paid ordinary shares that can be issued under the SPP, pursuant to ASX Listing Rule 7.2 (exception 5). The SPP will be capped at $1 million.

Accordingly, if the SPP is oversubscribed, the Company will scale-back applications for SPP Shares on a pro rata basis. If a scale-back takes place, you may receive less than the parcel of SPP Shares for which you applied.

By applying for the SPP Shares you certify that the value of these SPP Shares and any other Shares issued to you, or a Custodian on your behalf, under any similar arrangement in the 12 months before the application, does not exceed $30,000.

• 7 Why can I only subscribe for up to $30,000 worth of SPP Shares?

• ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 restricts the value of SPP Shares that can be issued to you or a Custodian on your behalf under any similar arrangement to $30,000 per Eligible Shareholder in any 12 consecutive months.

• 8 How do I apply for SPP If you wish to participate in the SPP, you need to do one of the Shares? following.

Option 1: Pay via BPAY®

To pay via BPAY you will need to:

• be an account holder with an Australian financial institution;

• use the personalised reference number shown on your Application Form which is required to identify your shareholding; and

• ensure that your payment is received by the Registry before the Closing Date. Shareholders should be aware that their own financial institution may implement an earlier cut-off time for processing BPAY payments.

If you are paying via BPAY there is no need to return the Application Form but you will be taken to have made the statements and certifications that are set out in the Application Form.

Option 2: Pay by EFT

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 6 of 18

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 payment reference number located on the Application Form. This will ensure your payment is processed correctly.

Your unique payment 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.

Applicants should be aware of their financial institution’s cutoff 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.

9 What are the key dates for the SPP?

10 What are the rights attached to SPP Shares issued under the SPP?

• 11 What do I do if I am a Custodian?

The key dates for the SPP are set out in section 2, above.

Please note, the dates set out above are indicative only. The Company reserves the right to vary the dates and times set out above, subject to the Corporations Act and other applicable requirements without notice to you. Any change in the timetable does not affect any rights or obligations you have as a result of accepting the SPP.

SPP Shares will rank equally with other Shares as at the Issue Date.

The SPP is being extended to Eligible Shareholders who are Custodians and who wish to apply for SPP Shares on behalf of certain Eligible Beneficiaries and on the instructions of a Downstream Custodian.

The SPP is being offered to Custodians as the registered Shareholder. Custodians are not required to participate on behalf of their Eligible Beneficiaries. Custodians may choose whether or not to extend the SPP to their Eligible Beneficiaries.

If you wish to apply as a Custodian under the SPP to receive SPP Shares for one or more Eligible Beneficiary, you must complete and submit an additional Custodian Certificate that contains further certifications and details (as required under the terms of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ) before your Application will be accepted. Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected.

By applying as a Custodian on behalf of Eligible Beneficiaries to purchase SPP Shares, you certify (amongst other things)

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 7 of 18

that each Eligible Beneficiary has not exceeded the $30,000 limit.

Custodians are not permitted to participate in the SPP on behalf of, and must not distribute this Booklet or any documents (including the Application Form) relating to this SPP to, any person in the United States.

• 12 Where can I get more information on the SPP?

If you have any questions in relation to how to participate in the SPP, please contact the Registry on 1300 288 664 (callers within Australia) or +61 2 9698 5414 (callers outside Australia) or consult your financial or other professional adviser. If you have any questions in relation to whether an investment in the Company through the SPP is appropriate for you, please contact your stockbroker, accountant or other professional adviser.

• 13 What costs are There are no brokerage, commission or other transaction costs associated with the payable by Eligible Shareholders in relation to the application SPP? for, and the issue of, SPP Shares.

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 8 of 18

4 TERMS AND CONDITIONS OF THE SPP

Important Notice : If you participate in the SPP by completing and returning the Application Form or by making a payment by BPAY or EFT, you are accepting the risk that the market price of Shares may change between the Record Date, the date on which you send in the Application Form or make a payment by BPAY and the Issue Date. This means that, up to and/or after the Issue Date, you may be able to buy Shares on the ASX at a lower price or higher price (depending on the market price of Shares on the relevant day) than the Issue Price.

Please read these terms and conditions carefully, as you will be bound by them in participating in the SPP. Shareholders accepting the SPP Offer will also be bound by the Constitution of the Company.

The key dates set out in section 2 above, and the key SPP information set out in section 3 above, form part of these terms and conditions. Capitalised terms have the meaning provided in the glossary set out in section 5 below, unless the context requires otherwise.

4.1 SPP Offer

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [14 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [12 x 12] intentionally omitted <==

• The Company offers each Eligible Shareholder the opportunity to purchase a parcel of SPP Shares valued at any amount between $1,000 and $30,000 that is a multiple of $500 under the SPP subject to and in accordance with these terms and conditions.

• The SPP Offer will open on the Opening Date and close on the Closing Date.

• If you choose not to participate in the SPP, your right to participate lapses on the Closing Date (or such other date as the Company determines).

• The SPP Offer to each Eligible Shareholder (whether as a Custodian or on its own account) is made on the same terms and conditions.

• The SPP Offer is non-renounceable and non-transferable and, therefore, Eligible Shareholders cannot transfer their right to purchase SPP Shares to a third party.

• All references to $ or dollars in these terms and conditions are references to Australian dollars unless otherwise indicated.

4.2 Eligible Shareholders

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

• You are eligible to participate in the SPP Offer if you:

==> picture [11 x 12] intentionally omitted <==

• were registered on the Register as a Shareholder on the Record Date; and

==> picture [13 x 12] intentionally omitted <==

• have a registered address in either Australia or New Zealand or where the Company has otherwise determined are eligible, at that time; and

==> picture [16 x 12] intentionally omitted <==

• are not in the United States, and are not acting for the account or benefit of a person in the United States. If you are acting for the account or benefit of a person in the Unites States, you will not be eligible to participate in respect of the SPP Shares held for the account or benefit of that person.

• The SPP Offer is not made to Shareholders with a registered address outside of Australia or New Zealand or who the Company has otherwise determined are eligible.

4.3 Joint holders/Custodians

==> picture [15 x 12] intentionally omitted <==

• If two or more persons are registered on the Register as jointly holding Shares, they are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and a certification given by any of them is taken to be a certification given by all of them.

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 9 of 18

==> picture [15 x 12] intentionally omitted <==

• Subject to these terms and conditions, Eligible Shareholders who are Custodians may participate in the SPP on behalf of each Eligible Beneficiary on whose behalf the Custodian is holding Shares.

4.4 Applications for SPP Shares

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [14 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [12 x 12] intentionally omitted <==

==> picture [15 x 11] intentionally omitted <==

• Eligible Shareholders may each apply for a parcel of SPP Shares valued at any amount between $1,000 and $30,000 that is a multiple of $500 (subject to scale-back on a pro rata basis by the Company as described in clause 4.9 of this section 4).

• No brokerage or other transaction costs will apply to the acquisition of SPP Shares.

• Eligible Shareholders who wish to apply for SPP Shares must either:

==> picture [11 x 12] intentionally omitted <==

• make a payment via BPAY in accordance with the instructions on the Application Form so that it is received prior to the Closing Date; or

==> picture [13 x 12] intentionally omitted <==

• make a payment via EFT in accordance with the instructions on the Application Form so that it is received prior to the Closing Date.

• Eligible Shareholders who receive more than one offer under the SPP (for example, because they hold Shares in more than one capacity or in different registered holdings) may apply on different Application Forms for SPP Shares but may not apply for SPP Shares with an aggregate value of more than $30,000.

• If you wish to subscribe for SPP Shares as a Custodian for one or more Eligible Beneficiary, you must also complete and submit an additional Custodian Certificate that contains further certifications and details (required under the terms of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ) before your Application will be accepted. Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected. Contact the Registry to receive the Custodian Certificate.

• The Company, its officers and agents, may accept or reject your Application for SPP Shares at its discretion including, without limitation, if:

==> picture [11 x 12] intentionally omitted <==

• Your Application does not comply with these terms and conditions;

==> picture [13 x 12] intentionally omitted <==

• It appears you are not an Eligible Shareholder;

==> picture [16 x 12] intentionally omitted <==

• Your Application Form and payment is not received by the Registry by the Closing Date;

==> picture [16 x 12] intentionally omitted <==

• If you apply on behalf of an Eligible Beneficiary but do not provide a signed Custodian Certificate;

==> picture [14 x 12] intentionally omitted <==

• If you apply on behalf of an Eligible Beneficiary but provide an incomplete or incorrectly completed Custodian Certificate;

• It appears that you are applying to purchase more than $30,000 worth of SPP Shares and Shares in aggregate (including as a result of Shares you hold directly, jointly or through a custodian or nominee arrangement) in the 12 months period prior to making the Application; or

==> picture [16 x 12] intentionally omitted <==

==> picture [19 x 12] intentionally omitted <==

• Payment of the Application Monies is not submitted in Australian currency.

• If you are entitled to a refund of all or any of your Application Monies, the refund will be paid to you, without interest, as soon as is practicable, by direct credit, in accordance with the requirements of the Corporations Act.

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 10 of 18

4.5 Issue Price

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [14 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [12 x 12] intentionally omitted <==

• The Issue Price will be $0.35 per SPP Share being the same price paid by investors under the Placement, announced on 23 February 2021.

• ASX Listing Rule 7.2 requires that the issue price under a share purchase plan be at least 80% of the volume-weighted average market price ( VWAP ) for securities in that class, calculated over the last five days on which sales in the securities were recorded before the day on which the issue was announced.

• In accordance with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 , the Company confirms that the Issue Price is lower than the market price of the Company’s Shares during a “specified period” (being the 5 trading days immediately prior to the announcement date of the SPP Offer).

• The market price of the Shares in the Company may rise and fall between the date of the SPP Offer and the date that any Shares are allotted to you as a result of your acceptance of the SPP Offer.

• The current Share price can be obtained from the ASX and is listed in the financial and business section of major daily newspapers circulating in Australia.

• You agree to pay the Issue Price per SPP Share for the number of SPP Shares you have applied for or, if there is a scale-back, the number of SPP Shares calculated under clause 4.9 of this section 4.

4.6 Number of SPP Shares to be issued

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

• If you apply for SPP Shares, you will apply for a certain value, rather than a certain number, of SPP Shares. If your Application is accepted, the Company will divide the value of your Application Monies by the Issue Price in order to determine the number of SPP Shares that, subject to scale-back, will be issued to you.

• If this calculation produces a fractional number, the number of SPP Shares issued will be rounded down to the nearest whole SPP Share (refer to clause 4.9 of this section 4 for more information on rounding).

4.7 Issue

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [14 x 12] intentionally omitted <==

==> picture [15 x 11] intentionally omitted <==

• SPP Shares will be issued on the Issue Date.

• SPP Shares will rank equally with existing Shares as at the Issue Date.

• The Company will apply to ASX for the quotation of SPP Shares. It is anticipated that SPP Shares will be quoted on or shortly after the Issue Date.

• The Registry will send you a holding statement, confirming the number of SPP Shares issued to you.

4.8 Acknowledgements

==> picture [15 x 12] intentionally omitted <==

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

==> picture [11 x 12] intentionally omitted <==

• irrevocably and unconditionally agree to the terms and conditions of the SPP and the terms and conditions of the Application Form (if applicable) and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP; warrant that all details and statements in your Application are true and complete and not misleading;

==> picture [13 x 12] intentionally omitted <==

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 11 of 18

==> picture [16 x 12] intentionally omitted <==

==> picture [16 x 12] intentionally omitted <==

==> picture [14 x 12] intentionally omitted <==

==> picture [16 x 12] intentionally omitted <==

==> picture [19 x 12] intentionally omitted <==

==> picture [21 x 12] intentionally omitted <==

• agree that your Application will be irrevocable and unconditional (that is, it cannot be withdrawn);

• warrant that you are an Eligible Shareholder and are eligible to participate in the SPP;

• acknowledge that no interest will be paid on any Application Monies held pending the issue of SPP Shares or subsequently refunded to you for any reason;

• acknowledge that the Company, 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;

acknowledge and agree that:

==> picture [16 x 12] intentionally omitted <==

• you are not in the United States and are not acting for the account or benefit of a person in the United States (in the event that you are acting for the account or benefit of a person in the United States, you are not applying for, or acquiring, any SPP Shares for the account or benefit of that person);

==> picture [16 x 12] intentionally omitted <==

• the SPP Shares have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and accordingly, the SPP Shares may not be offered, sold or otherwise transferred, directly or indirectly, in the United States;

==> picture [16 x 12] intentionally omitted <==

• you have not, and will not, send this Booklet or any materials relating to the SPP to any person in the United States;

==> picture [16 x 12] intentionally omitted <==

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

==> picture [16 x 12] intentionally omitted <==

• if you are acting as a trustee, nominee or Custodian, each Eligible Beneficiary on whose behalf you are applying for and acquiring SPP Shares is resident in Australia or New Zealand and is not in the United States, and you have not sent this Booklet, or any materials relating to the SPP, to any person outside Australia and New Zealand;

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

==> picture [16 x 11] intentionally omitted <==

• you are not applying for SPP Shares with Application Monies of more than $30,000 under the SPP (including by instructing a Custodian to acquire SPP Shares on your behalf under the SPP);

• the total of Application Monies for the following does not exceed $30,000:

==> picture [16 x 12] intentionally omitted <==

==> picture [12 x 12] intentionally omitted <==

• the SPP Shares the subject of the Application;

==> picture [15 x 12] intentionally omitted <==

• any other Shares issued to you under the SPP or any similar arrangement in the 12 months before the Application;

==> picture [18 x 12] intentionally omitted <==

• any other SPP Shares which you have instructed a Custodian to acquire on your behalf under the SPP; and

==> picture [19 x 12] intentionally omitted <==

• 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

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 12 of 18

to apply for Shares on your behalf under an arrangement similar to the SPP;

==> picture [15 x 12] intentionally omitted <==

==> picture [14 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [16 x 12] intentionally omitted <==

• if you are a Custodian and are applying on behalf of an Eligible Beneficiary on whose behalf you hold Shares, acknowledge and agree that:

==> picture [16 x 12] intentionally omitted <==

• you are a Custodian (as that term is defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 );

==> picture [16 x 12] intentionally omitted <==

• you held Shares on behalf of the Eligible Beneficiary or Downstream Custodian as at the Record Date who has instructed you to apply for SPP Shares on their behalf under the SPP and that that Eligible Beneficiary has been given a copy of this Booklet;

==> picture [16 x 12] intentionally omitted <==

• you are not applying for SPP Shares on behalf of any Eligible Beneficiary or Downstream Custodian with Application Monies of more than $30,000 under the SPP and similar arrangement in the 12 months before this Application; and

==> picture [16 x 12] intentionally omitted <==

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

==> picture [14 x 12] intentionally omitted <==

• accept the risk associated with any refund that may be dispatched to you by direct credit;

==> picture [16 x 12] intentionally omitted <==

• are responsible for any dishonour fees or other costs the Company may incur in presenting a payment which is dishonoured;

==> picture [19 x 12] intentionally omitted <==

• agree to be bound by the Constitution of the Company (as amended and as it may be amended from time to time in the future);

• 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 SPP, or has any obligation to provide such advice;

• you authorise the Company, and its officers and agents, to do anything on your behalf necessary for SPP Shares to be issued to you in accordance with these terms and conditions;

• you acknowledge that the Company may at any time irrevocably determine that your Application is valid, in accordance with the terms and conditions of the SPP, even if the Application Form is incomplete, contains errors or is otherwise defective; and

• you 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 by the insertion of any missing minor detail.

4.9 Scale-back

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [14 x 12] intentionally omitted <==

• The SPP will be conducted in compliance with the cap on the number of fully paid ordinary shares that can be issued under the SPP, pursuant to ASX Listing Rule 7.2 (exception 5). The SPP will be capped at $1 million. Accordingly, if the SPP is oversubscribed, the Company will undertake a scale-back of Applications for SPP Shares on a pro rata basis, having regard to each participant’s holding as at the Record Date.

• If there is a scale-back you may receive less than the parcel of SPP Shares for which you have applied.

• If a scale-back produces a fractional number of SPP Shares when applied to your parcel, the number of SPP Shares you will be allotted will be rounded down to the nearest whole

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 13 of 18

number of SPP Shares. Unless the Company is required to scale-back Applications or refund amounts by reason of not receiving one of the amounts designated on the Application Form, the Company will retain any excess Application Monies and pay such amount as a donation to a charity nominated by the Company.

==> picture [15 x 12] intentionally omitted <==

Any Application Monies received that are to be refunded, must be refunded without interest as soon as practicable in accordance with the requirements of the Corporations Act.

4.10 Dispute resolution

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

• The Company may settle, in any manner it deems, any difficulties, anomalies, or disputes which may arise in connection with the operation of the SPP whether generally or in relation to any participant or any Application for SPP Shares, and its decision shall be conclusive and binding on all participants and other persons to whom the determination relates.

• The powers of the Company under these terms and conditions may be exercised by the Directors or any delegate or representative of the Directors.

4.11 Variation and termination

4.12

==> picture [15 x 12] intentionally omitted <==

• The Company reserves the right at any time to:

==> picture [11 x 11] intentionally omitted <==

• amend or vary these terms and conditions;

==> picture [13 x 12] intentionally omitted <==

• waive strict compliance with any provision of these terms and conditions;

==> picture [16 x 12] intentionally omitted <==

• withdraw the SPP Offer or suspend or terminate the SPP;

==> picture [16 x 12] intentionally omitted <==

• vary the timetable for the SPP, including the Closing Date; and

==> picture [14 x 12] intentionally omitted <==

• not accept an Application, not issue SPP Shares or issue SPP Shares to a value less than that applied for under the SPP by an Eligible Shareholder (including a Custodian applying on behalf of its Eligible Beneficiaries or Downstream Custodian).

==> picture [15 x 12] intentionally omitted <==

• In the event that the SPP is withdrawn or terminated, all Application Monies will be refunded as soon as practicable in accordance with the requirements of the Corporations Act. No interest will be paid on any money returned to you.

Privacy policy

==> picture [15 x 12] intentionally omitted <==

• Chapter 2C of the Corporations Act requires information about you as a shareholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. This information must continue to be included in the public register if you cease to be a shareholder.

==> picture [15 x 12] intentionally omitted <==

• The Company and the Registry may collect personal information to process your Application, implement the SPP and administer your Shareholding. The personal information contained in the Register is also used to facilitate payments and corporate communications (including financial results, annual reports and other information to be communicated to Shareholders) and to ensure compliance with legal and regulatory requirements, including Australian taxation laws and the Corporations Act.

==> picture [14 x 12] intentionally omitted <==

• Your personal information may be disclosed to joint investors, the Registry, to securities brokers, to third party service providers, including print and mail service providers, technology providers and professional advisers, to related entities of the Company and its agents and contractors, and to ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law (which may include disclosures to the Australian Taxation Office and other government or regulatory bodies or where you have consented to the disclosure). In some cases, the types of organisations referred to above to whom your personal information may be disclosed may be located overseas.

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 14 of 18

==> picture [15 x 12] intentionally omitted <==

The Registry’s privacy policy is available at: www.automicgroup.com.au/privacy-policy/.

4.13 Governing law

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [14 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

==> picture [15 x 12] intentionally omitted <==

• These terms and conditions are governed by the laws in force in New South Wales.

• Any dispute arising out of, or in connection with, these terms and conditions, or the SPP Offer, will be determined by the courts of New South Wales.

• By accepting the SPP Offer, you agree to submit to the non-exclusive jurisdiction of the courts in New South Wales.

• Other terms and conditions, rights and obligations of SPP Shares are contained in the Constitution of the Company.

• The terms and conditions of the SPP prevail to the extent of any inconsistency with the Application Form.

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 15 of 18

5 GLOSSARY

In this Booklet, the following capitalised terms have the following meanings (unless the context requires otherwise).

AEDT Australian Eastern Daylight Time. Application your application for SPP Shares under this SPP. Application Form your personalised application form enclosed with this Booklet. Application Monies the monies received from each Eligible Shareholder. ASIC Australian Securities & Investments Commission. ASX ASX Limited ACN 008 624 691 or the market operated by it as the context requires. ASX Listing Rules the official listing rules of ASX, as amended or replaced from time to time. Automic Registry Automic Pty Ltd ABN 27 152 260 814. Services Beneficiary either or both of the following: • one or more persons on whose behalf a Custodian holds Shares; and/or • another custodian (a Downstream Custodian) on whose behalf a Custodian holds Shares where the Downstream Custodian holds the beneficial interests in the Shares on behalf of one or more persons. Booklet this SPP offer booklet. Closing Date 5:00pm (AEDT) on Friday, 19 March 2021, or such other date as the Company determines. Company PKS Holdings Limited ACN 627 071 121. Constitution the constitution of the Company as amended or replaced from time to time. Corporations Act the Corporations Act 2001 (Cth). Custodian a custodian as defined in clause 4 of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 . Custodian Certificate a certificate complying with clause 8(3) of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. Director a director of the Company. Downstream Custodian a downstream custodian as defined in paragraph 8 of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 .

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 16 of 18

Eligible Beneficiary a Beneficiary of a Custodian with a registered address in either Australia or New Zealand as at the Record Date, provided that such Beneficiary is not in the United States. Eligible Shareholder a Shareholder who is a registered holder of Shares on the Record Date with a registered address in either Australia or New Zealand or the Company has otherwise determined is eligible, unless such Shareholder is in the United States or is acting for the account or benefit of a person in the United States (in which case such Shareholder will not be eligible to participate in respect of the SPP Shares held for the account or benefit of that person in the United States). Issue Date Monday, 29 March 2021, or such other date as the Company determines. Issue Price $0.35, being the price per SPP Share. Offer Period the period commencing on the Opening Date and ending on the Closing Date. Opening Date Friday, 26 February 2021. Placement the placement of new Shares raising $12 million, announced on 23 February 2021. Record Date 7.00pm (AEDT) on Monday, 22 February 2021. Register the register of Shareholders. Registry Automic Pty Ltd ABN 27 152 260 814. Securities Act the United States Securities Act 1933, as amended or replaced from time to time. Share a fully paid ordinary share in the Company. Shareholder a registered holder of a Share. SPP the share purchase plan offer made to Eligible Shareholders under this Booklet. SPP Offer the offer for Eligible Shareholders to purchase up to $30,000 worth of SPP Shares under the SPP on the terms set out in this Booklet. SPP Shares the new Shares offered under the SPP.

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 17 of 18

6 CORPORATE DIRECTORY

Company

PKS Holdings Limited c/- Level 5, 126 Philip Street Sydney NSW 2000 http://www.pks.com.au

Registry

Automic Pty Ltd Level 5, 126 Phillip Street Sydney NSW 2000 www.automicgroup.com.au

Legal Adviser

Automic Legal Pty Ltd Level 5, 126 Phillip Street Sydney NSW 2000 www.automicgroup.com.au

PKS Holdings Limited ACN 627 071 121

SPP Offer Booklet

Page 18 of 18