ELSIGHT LIMITED — Share Issue/Capital Change 2018

Jun 18, 2018

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Elsight Limited

ABN

98 616 435 753

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to 1. Options (quotation being sought by this be issued Appendix 3B and is subject to ASX approval) 2. Unlisted Options (correction to 3B lodged 7 May 2018)

• 2 Number of[+] securities issued or 1. 6,878,983 to be issued (if known) or 2. 10,000 (previously advised as 32,000 when maximum number which may be 42,000 were allotted) issued

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

3 Principal terms of the[+] securities 1. Options expiring 18 June 2021 with an exercise (e.g. if options, exercise price and price of $1.00 for each option exercised expiry date; if partly paid 2. Unlisted Options Expiring 4 March 2023 @ +securities, the amount AU$0.745 subject to the terms of the outstanding and due dates for Company’s 2017 Employee Share Option Plan payment; if +convertible and vesting if the holder continues to provide securities, the conversion price services to the Company, its subsidiaries or and dates for conversion) affiliates with 50% vesting on 5 March 2020 and an additional 6.25% at the end of each quarter of continuous services thereafter

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of +securities issued without security holder approval under rule 7.1 6d Number of +securities issued with security holder approval under rule 7.1A	Shares issued upon exercise of unlisted options will rank equally in all respects from the date of issue with existing fully paid ordinary shares on issue.
	Nil
	1. 6,253,623 issued on a one free attaching option for every two Shares that were subscribed to and were issued under the Placement and 625,360 issued to the Lead Manager and Corporate Advisor in consideration for the services provided to under the Placement as approved by shareholders at the AGM on 28 May 2018 2. Issue of unlisted options subject to the terms of the Company’s 2017 Employee Share Option Plan to employees of the Company,its subsidiaries oraffiliates
	Yes
	28 May 2018
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of +securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)	6,253,623 issued on a one free attaching option for every two Shares that were subscribed to and were issued under the Placement; and 625,360 issued to the Lead Manager and Corporate Advisor in consideration for the services provided to under the Placement; and approved by shareholders at the Annual General Meeting on 28May2018	6,253,623 issued on a one free attaching option for every two Shares that were subscribed to and were issued under the Placement; and 625,360 issued to the Lead Manager and Corporate Advisor in consideration for the services provided to under the Placement; and approved by shareholders at the Annual General Meeting on 28May2018
	Exception 9 – 10,000 Issue of unlisted options subject to the terms of the Company’s 2017 Employee Share Option Plan to employees of the Company, its subsidiaries oraffiliates
	N/A
	N/A
	7.1 - 14,383,289 7.1A - 9,588,859
	1. 18 June 2018 2. 7 May 2018
	Number	~~+~~Class
	47,404,644 6,878,983	Fully paid ordinary shares Options @ $1.00 exp 18/06/21 (quotation being sought in this Appendix 3B and is subject to ASX approval)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	48,483,955 7,000,000 8,608,000 29,595,000 405,000 211,000 25,000 68,000 42,000	Fully Paid Ordinary Shares Escrowed until 08/06/19 Options @ $0.30 exp 02/06/20 Esc until 08/06/19 Options @ $0.20 exp 02/06/22 Vol Esc until 08/06/19 Perf Options @ $0.20 exp 02/06/22 Esc until 08/06/19 Perf Options @ $0.20 exp 02/06/22 Vol Esc until 08/06/19 Options @ $0.60 exp 09/10/22 Options @ $1.08 exp 14/11/22 Options @ $0.80 exp 04/02/23 Options @ $0.745 exp 04/03/23

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11	Is security	holder	holder	approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the		+securities will
	be offered
14	+Class of+securities to which the
	offer relates
15	+Record date		to	determine
	entitlements
16	Will holdings		on	different
	registers (or	subregisters) be
	aggregated	for		calculating
	entitlements?

• See chapter 19 for defined terms.

04/03/2013

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Appendix 3B New issue announcement

17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on exercise,
	the date on which notices will be
	sent to option holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell their
	entitlements_in full_through a
	broker?
31	How do security holders sell_part_
	of their entitlements through a
	broker and accept for the
	balance?

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

32 How do security holders dispose of their entitlements (except by sale through a broker)?

33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought 40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation N/A now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security) Number +Class 42 Number and +class of all N/A +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

04/03/2013

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

............................................................ Date: 19/06/18 (Company secretary)

Print name: Stephen Buckley

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 83,381,391
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities
issued in that 12 month period under an
exception in rule 7.2
• Number of fully paid [+] ordinary securities 12,507,208
issued in that 12 month period with
shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary -
securities cancelled during that 12 month
period
“A” 95,888,599
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• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 14,383,289

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

• Insert number of[+] equity securities issued - or agreed to be issued in that 12 month period not counting those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

• “C” -

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 14,383,289 Note: number must be same as shown in Step 2 Subtract “C” - Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 14,383,289 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 95,888,599 Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 9,588,859

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued - or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” -

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	9,588,859
Subtract“E” Note: number must be same as shown in Step 3	-
Total[“A” x 0.10] – “E”	9,588,859 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 14

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Level 3, 50 Holt Street, Surry Hills, NSW 2010

ABN: 27 152 260 814

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1300 288 664 (within australia) +61 2 9698 5414 (international) hello@automic.com.au www.automic.com.au

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PO Box 2226, Strawberry Hills NSW 2012

Top Holders Report

Elsight Limited

Security Class(es): ELSOPT05 - OPTIONS EXPIRING 18 JUNE 2021 @ $1.00 Display Top: 20

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As at Date: 18-Jun-2018

Position	Holder Name	Holding	% IC
1	UBS NOMINEES PTY LTD	520,833	7.57%
1	CS THIRD NOMINEES PTY LIMITED	520,833	7.57%
2	MCNEIL NOMINEES PTY LIMITED	319,445	4.64%
3	TENBAGGA RESOURCES PTY LTD	277,778	4.04%
4	GLENEAGLE SECURITIES NOMINEES PTY LIMITED	241,251	3.51%
5	RIGI INVESTMENTS PTY LIMITED	225,694	3.28%
6	MR TIMOTHY JOHN PEARS	208,333	3.03%
7	J P MORGAN NOMINEES AUSTRALIA LIMITED	178,500	2.59%
8	CS FOURTH NOMINEES PTY LIMITED	173,611	2.52%
9	LEON FINK HOLDINGS PTY LTD	125,000	1.82%
10	ROBERTSON ARCHITECTURAL SERVICES PTY LTD	105,808	1.54%
11	PERSHING AUSTRALIA NOMINEES PT Y LTD	101,389	1.47%
12	LTL CAPITAL PTY LTD	97,223	1.41%

Sydney Level 3 50 Holt Street Surry Hills NSW 2010

Perth Level 2 267 St Georges Terrace Perth WA 6000

Melbourne Level 12 575 Bourke Street Melbourne VIC 3000

ABN: 27 152 260 814

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1300 288 664 (within australia) Level 3, 50 Holt Street, +61 2 9698 5414 (international) Surry Hills, NSW 2010 hello@automic.com.au PO Box 2226, www.automic.com.au Strawberry Hills NSW 2012

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Position	Holder Name		Holding	% IC
13	JUSTIN TERENCE ROSENBERG		95,036	1.38%
14	JB TORO PTY LTD		86,806	1.26%
15	ATGANI PTY LTD		85,000	1.24%
16	JB TORO PTY LTD		79,685	1.16%
17	NCN INVESTMENTS PTY LTD		69,445	1.01%
17	LEHAV PTY LTD		69,445	1.01%
18	LIGON 205 PTY LTD		69,444	1.01%
18	MR NICHOLAS CHARLES DEVERELL POWNALL		69,444	1.01%
18	LTL CAPITAL PTY LTD		69,444	1.01%
18	SPINITE PTY LTD		69,444	1.01%
18	REBEL PROPERTY GROUP PTY LTD		69,444	1.01%
19	ORCA CAPITAL GMBH		65,972	0.96%
20	BEIRNE TRADING PTY LTD		63,493	0.92%
		TOTALS	4,057,800	58.99%
		Total Issued Capital	6,878,983	100.00%

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Report generated on 18-Jun-2018 at 06:15 PM

Sydney Level 3 50 Holt Street Surry Hills NSW 2010

Perth Level 2 267 St Georges Terrace Perth WA 6000

Melbourne Level 12 575 Bourke Street Melbourne VIC 3000

Level 3, 50 Holt Street, Surry Hills, NSW 2010

ABN: 27 152 260 814

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1300 288 664 (within australia) +61 2 9698 5414 (international) hello@automic.com.au www.automic.com.au

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PO Box 2226, Strawberry Hills NSW 2012

Holdings Range Report

Elsight Limited

Security Class(es): ELSOPT05 - OPTIONS EXPIRING 18 JUNE 2021 @ $1.00 Price per security: $0.4600

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As at Date: 18-Jun-2018

Holding Ranges		Holders	Total Units	% Issued Share Capital
1 - 1,000		0	0	0.00%
1,001 - 5,000		29	96,511	1.40%
5,001 - 10,000		36	256,646	3.73%
10,001 - 100,000		120	3,527,351	51.28%
100,001 - 9,999,999,999		12	2,998,475	43.59%
	TOTALS	197	6,878,983	100.00%

Based on the price per security, number of holders with an unmarketable holding: 0, with a total 0, amounting to 0.00% of Issued Capital. Report generated on 18-Jun-2018 at 06:17 PM

Sydney Level 3 50 Holt Street Surry Hills NSW 2010

Perth Level 2 267 St Georges Terrace Perth WA 6000

Melbourne Level 12 575 Bourke Street Melbourne VIC 3000