FLEXIROAM LIMITED — Capital/Financing Update 2024

Jul 4, 2024

==> picture [167 x 43] intentionally omitted <==

5 July 2024

Dear Shareholder

Notice to Ineligible Shareholders of Non-Renounceable Rights Issue

We write to you as the registered holder shares in Flexiroam Limited (ASX: FRX) ( Flexiroam or the Company ).

As announced to ASX on 27 June 2024, seeking to raise up to $1,038,232.70 million (before costs) via a non-renounceable, pro rata rights issue offer ( Offer ) of new fully paid ordinary shares in the Company ( New Shares ).

Shareholders who are registered at 5:00pm (WST) on 3 July 2024 ( Record Date ) with a registered address in Australia, New Zealand, Malaysia, Singapore or Hong Kong ( Eligible Shareholders ) are eligible to participate in the Offer on the basis of 1 New Share for every 18 existing fully paid ordinary shares in the Company ( Shares ) held at the Record Date ( Entitlement ), at an issue price of $0.025 per New Share.

Proceeds from the Offer will be principally applied towards marketing campaigns to increase efficiency and effectiveness of customer acquisition and retention, repayment of a loan provided by the Company’s CEO, general working capital and other transaction costs.

The Offer is fully underwritten by Richmond Bridge Pty Ltd (ACN 084 510 501) as trustee for the Richmond Bridge Superannuation Fund, an entity controlled by Executive Chairman and Chief Executive Officer of the Company, Mr Stephen Picton.

The Offer is available to all Eligible Shareholders, being Flexiroam shareholders registered on the Record Date whose registered address is in Australia, New Zealand, Malaysia, Singapore or Hong Kong. The Offers are not being extended to any shareholders with addresses outside these jurisdictions.

This letter is to explain why you will not be able to subscribe for New Shares under the Offer.

Ineligible Shareholders

According to our records, you do not satisfy the eligibility criteria set out above to qualify as an Eligible Shareholder. The Company advises you that it will not be extending the Offer to you, and you will not be able to subscribe for any New Shares under the Offer. Accordingly, you will not be sent the offer document relating to the Offer.

The Directors of the Company have determined, pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules, that it is either not lawful or not practical for shareholders in jurisdictions outside Australia, New Zealand, Malaysia, Singapore and Hong Kong to participate in the Offer ( Ineligible Shareholders ). Accordingly, the Company has decided to restrict the shareholders who are eligible to participate in the Offer to those who meet the eligibility criteria set out above.

As the Offer is non-renounceable, you will not receive any payment or value for entitlements in respect of New Shares that would have been offered to you if you were eligible to participate in the Offer.

You are not required to do anything in response to this letter.

Further Information

If you wish to discuss any information contained in this letter further, or if you believe you are an Eligible Shareholder, please contact the Company Secretary, by telephone on +61 2 8072 1400 or at

==> picture [389 x 23] intentionally omitted <==

Level 5, 126 Phillip Street, Sydney NSW 2000 www.flexiroam.com

kamille.dietrich@automicgroup.com.au. For all general shareholder enquiries, please contact Automic Registry Services, on 1300 288 664 (within Australia) or +61 2 9698 5414 (outside Australia).

Yours sincerely

Kamille Dietrich

Company Secretary

==> picture [389 x 24] intentionally omitted <==

Level 5, 126 Phillip Street, Sydney NSW 2000 www.flexiroam.com