FINDI LIMITED — Capital/Financing Update 2021

Dec 19, 2021

Proposed issue of securities

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Update Summary

Entity name

VORTIV LIMITED

Announcement Type

Update to previous announcement

Date of this announcement

20/12/2021

Reason for update to a previous announcement

Regarding the Attaching Options being a new class of securities described as Class A, December 2021 options. Please note that the entity will be seeking quotation of this new class of securities on ASX.

Refer to next page for full details of the announcement

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Proposed issue of securities

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Part 1 - Entity and announcement details

1.1 Name of +Entity

VORTIV LIMITED

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

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

1.2 Registered Number Type Registration Number ACN 057335672

1.3 ASX issuer code

VOR

1.4 The announcement is

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Update/amendment to previous announcement

1.4a Reason for update to a previous announcement

Regarding the Attaching Options being a new class of securities described as Class A, December 2021 options. Please note that the entity will be seeking quotation of this new class of securities on ASX.

1.4b Date of previous announcement to this update

8/12/2021

1.5 Date of this announcement

20/12/2021

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable)

1.6a The proposed standard +pro rata issue is:

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• Renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

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

Part 3B - Offer details

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

ASX +security code and description

VOR : ORDINARY FULLY PAID

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

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

Details of +securities proposed to be issued

ASX +security code and description VOR : ORDINARY FULLY PAID

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

ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs)

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

The quantity of additional +securities For a given quantity of +securities to be issued held 5 2

5

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded down to the nearest 351,310,907 whole number or fractions disregarded

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.03000

Oversubscription & Scale back details

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

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No

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

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No

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

Attaching +Security

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

Attaching +Security - New class (+securities in a class that is not yet quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

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

ISIN Code for the tradable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs)

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Have you received confirmation from ASX that the terms of the proposed +securities are appropriate and +securities on ASX? equitable under listing rule 6.1? Yes No ASX +security code +Security description New class-code to be confirmed Class A, December 2021 options

Will the entity be seeking quotation of the 'new' class of +securities on ASX?

+Security type

Options

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued For a given quantity of the new +securities issued 1 1

What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Fractions rounded down to the nearest whole number or 351,310,907

Fractions rounded down to the nearest whole number or fractions disregarded

Offer price details for retail security holders

In what currency will the offer be made?

What is the offer price per +security for the retail offer? AUD 0.00000

AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Options details

+Security currency

AUD - Australian Dollar

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Exercise price

AUD 0.0450

Expiry date

17/1/2024

Details of the type of +security that will be issued if the option is exercised

VOR : ORDINARY FULLY PAID

Number of securities that will be issued if the option is exercised

one ordinary share for each option.

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement.

Part 3C - Timetable

3C.1 +Record date

15/12/2021

3C.2 Ex date

14/12/2021

3C.3 Date rights trading commences

14/12/2021

3C.4 Record date

15/12/2021

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

20/12/2021

3C.6 Offer closing date

14/1/2022

3C.7 Last day to extend the offer closing date

11/1/2022

3C.8 Date rights trading ends

7/1/2022

3C.9 Trading in new +securities commences on a deferred settlement basis

10/1/2022

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3C.11 +Issue date and last day for entity to announce results of +pro rata issue 21/1/2022 3C.12 Date trading starts on a normal T+2 basis 24/1/2022 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 27/1/2022 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Lazarus Corporate Finance Pty Ltd

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? $10,000 per month for 3 months, plus 10,000,000 Underwriter Options under the same terms as the attaching options. 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? Lazarus Corporate Finance Pty Ltd 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? 100% 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? (i) an underwriting fee of 4.0% of the Underwritten Amount; (ii) a management fee of 2.5% of the Underwritten Amount. 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated - the official quotation is qualified or conditional; - the Company suspends payment of its debts generally; - an Event of Insolvency; - a judgment in an amount exceeding $500,000 is obtained and is not set aside or satisfied within 14 days; - litigation, arbitration, administrative or industrial proceedings commenced; - there is a change in the composition of the Board or a change in the senior management of the Company without the prior written consent of Lazarus; - there is a material change in the major or controlling shareholdings of a Relevant Company (other than as a result of the Offer, a matter disclosed in the Offer Document) or a takeover offer or scheme of arrangement. 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No

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3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

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

Legals and share registry costs involved with the for preparation and distribution of offer documents as well as managing acceptances and the issue of new securities.

Part 3F - Further Information

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

To fund acquisition of increased interest in TSI India; Working capital for TSI India; Working capital for the Company; Expenses of the Offers.

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

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

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

USA, Singapore, Hong Kong, Argentina, Great Britain, China, India, Thailand and South Africa. Shareholders in all these jurisdictions combined represent just under 1% of the total shares on issue.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No

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

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

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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