HERAMED LIMITED — Capital/Financing Update 2020

Jun 11, 2020

HERAMED LIMITED

ACN 626 295 314

SHARE PURCHASE PLAN 2020 OFFER BOOKLET

This Offer of Shares in the Company is made on the terms and conditions of the Share Purchase Plan ( “SPP” ) set out in this Offer Booklet and the accompanying personalised Application Form. The closing date for this Offer is 5:00pm Sydney time on 26 June 2020.

It is important that you read this Offer Booklet and accompanying personalised Application Form in full. You should seek independent legal and/or financial advice if you are in any doubt about the terms of this Offer or whether to accept this Offer. All dates are indicative and subject to change.

Note that application amounts can only be paid by BPAY®[1 ] or electronic funds transfer (“EFT”) as set out in the personalised Application Form. Due to the Government’s direction and other restrictions under the Public Health (COVID-19 Restrictions on Gathering and Movement) Order 2020 and for the purposes of public health and safety payments by cheque or money order will not be accepted.

Chairman’s Letter

12 June 2020

Dear Shareholder

HeraMED Share Purchase Plan

On behalf of the Board of HeraMED Limited ( “HeraMED” ), I am pleased to offer you the opportunity to participate in the HeraMED Share Purchase Plan ( “SPP” ). The SPP provides each Eligible Shareholder with an opportunity to apply for up to A$30,000 worth of fully paid ordinary shares in HeraMED (“Shares” ). Your participation in the SPP is optional.

The SPP is part of the capital raising announced by HeraMED on 5 June 2020, which also included a placement of shares to sophisticated investors which raised ~$2.32 million.

Shares offered under the SPP ( “SPP Shares” ) will be at the same prices as the Shares issued under the placement, $0.09 each. There are no brokerage or transaction costs of participating. HeraMED is aiming to raise $1.5 million under the SPP. If we receive applications for more SPP Shares applications will need to be scaled back. If we receive applications for less the $1.5 million of SPP Shares we will endeavour to place the shortfall with professional, sophisticated or other exempt investors.

As with the placement, the proceeds of the SPP will be used to strengthen the Company’s Balance Sheet and to accelerate the commercial rollout of its proprietary digital pregnancy monitoring platform, HeraCARE.

To be eligible to participate in the SPP, you must have been a registered holder of Shares at the Record Date (being 7.00pm Sydney time on 29 May 2020) and shown on the Register to have an address in Australia or New Zealand.

Full details of the SPP Offer are outlined in the remainder of this Offer Booklet, including the Key Offer Details table on the following page. I encourage you to read this Offer Booklet in full and to seek your own financial and taxation advise in relation to the SPP Offer before making a decision on whether to participate. If you decide to participate, the fastest and easiest way to apply and pay is by BPAY[®] . If participating, please ensure your payment is made in time so that the Registry receives it before the Closing Date (5.00pm Sydney time on 26 June 2020).

On behalf of the Board and Management of HeraMED, I thank you for your continued support.

Yours sincerely

Dr Ron Weinberger

Chairman

Note: Certain capitalised terms used in this Offer Booklet have the meaning set out in the Glossary on page 7.

1 ® Registered to Bpay Pty Ltd ABN 69 079 137 518

KEY OFFER DETAILS	KEY OFFER DETAILS
Issue price of shares offered under this SPP	$0.09 per Share
Minimum application amount:	$1,000 (11,111 Shares)
Maximum application amount:^	$30,000 (333,333 Shares)
Applications can only be made for parcel of Shares valued (at the issue price) at:*	A. $1,000 (11,111 Shares) E. $15,000 (166,666 Shares) B. $2,000 (22,222 Shares) F. $20,000 (222,222 Shares) C. $5,000 (55,555 Shares) G. $30,000 (333,333 Shares) D: $10,000 (111,111 Shares) Payment must be made by BPAY® or EFT (electronic funds transfer) in accordance with the instructions in the Application Form. Cheques and money orders will not be accepted.
Amount to be raised:	Up to $1.5 million (16,666,666 shares, subject to rounding).
Proposed use of funds:	Funds raised by this Offer will used to strengthen the Company’s Balance Sheet and to accelerate the commercial rollout of its proprietary digital pregnancy monitoring platform, HeraCARE.
Is the Offer underwritten?	No, the Offer is not underwritten.
Offer Date:	12 June 2020, being the date of this Offer Booklet.
Eligibility:	To be eligible under the Offer, the applicant’s address in the Company’s register of members must be in Australia or New Zealand. The applicant must have been registered as a shareholder on the Record Date.
Record Date (for determining recipients of this Offer):+	7:00pm Sydney time on 29 May 2020.
Closing Date:+	5:00pm Sydney time on 26 June 2020 Please allow time for BPAY® or EFT processing. Late applications will not be accepted unless the Company otherwise agrees.
Announcement of results of SPP	1 July 2020
Anticipated issue of new Shares:+	6 July 2020
Anticipated dispatch of holding statements and (if applicable) refunds:+	6 July 2020
Anticipated commencement of trading of new Shares:+	7 July 2020

Custodians (within the meaning of ASIC Instrument 2019/547) may apply for up to $30,000 ( 333,333 shares) on behalf of each distinct beneficiary represented, by returning by email their completed Application Form and Custodian Schedule (“Custodian Schedule”) which can be obtained from the Company or its Share Registrar and making payment by BPAY® or EFT in accordance with the instructions provided by the Registrar. Further details are provided below.

* The Company may scale back (reduce) the number of shares issued in response to an application if total applications exceed the maximum amount to be raised ($1.5 million being 16,666,666 shares, subject to rounding). If a scale back is necessary, it will be applied on a pro rata basis to all participants based on the size of their existing security holdings. The Company will refund to the applicant the difference between the application monies received by the Company and application monies payable for the number of Shares actually issued to the applicant. Refunds will be paid to the applicant either by EFT, if bank account details are held by the Share Registry, or cheque. No interest shall be paid on refunded application monies.

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+ The above dates are indicative only. The Company reserves the right to change any date without notice including by postponing the closing date or closing this Offer early, or to withdraw or cancel this Offer. The Company reserves the right to vary dates via lodgement of an announcement with ASX and eligible Shareholders are therefore encouraged to monitor the Company’s ASX announcements available via www.asx.com.au. Applicants should be aware of their financial institution’s cut-off 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.

If you wish to participate in this SPP you must apply for Shares by payment by BPAY®, or EFT using the details in the personalised Application Form accompanying this Offer Booklet. Due to the Government’s direction and other restrictions under the Public Health (COVID-19 Restrictions on Gathering and Movement) Order 2020 and for the purposes of public health and safety payments by cheque or money order will not be accepted. If you are a Custodian and wish to apply on behalf of distinct beneficiaries, you must complete and return by email the personalised Application Form and Custodian Schedule which can be obtained from the Company or its Share Registrar and make payment by BPAY® or EFT in accordance with the instructions provided by the Registrar. If any of your details on the Application Form are incorrect, please contact the Company’s Share Registrar on 1300 288 664 (in Australia) or +61 2 9698 5414 between 9:00am and 5:00pm Sydney time or by email to hello@automicgroup.com.au urgently.

About HeraMED

HeraMED is an innovative medical data and technology company leading the digital transformation of maternity care by revolutionising the prenatal and postpartum experience with its hybrid maternity care platform. HeraMED offers a proprietary platform that utilises hardware and software to reshape the Doctor/Patient relationship using its clinically validated in-home foetal and maternal heart rate monitor, HeraBEAT, cloud computing, artificial intelligence, big data and a digital social networking dashboard.

About HeraCARE

The Company’s proprietary offering, HeraCARE, has been engineered to offer a fully integrated maternal health ecosystem designed to deliver better care at a lower cost, ensure expectant mothers are engaged, informed and wellsupported, allow healthcare professionals to provide the highest quality care and enable early detection and prevention of potential risks.

Details of the Company’s current activities are set out in the announcements made by HeraMED to ASX and are available from the HeraMED website (https://www.hera-med.com/) or the ASX website.

ABOUT USE OF FUNDS

Funds raised through the SPP are intended to be applied towards strengthening the Company’s Balance Sheet and to accelerate the commercial rollout of its proprietary digital pregnancy monitoring platform, HeraCARE.

IMPORTANT INFORMATION

Participation in the SPP is entirely optional and is subject to the terms and conditions specified in this Offer Booklet. Shares offered under the SPP are offered at an issue price of $0.09 per Share. This price is the same as the price at which shares have been agreed to be subscribed for by professional, sophisticated and other exempt investors who are not related parties of the Company under the placement announced to ASX on 5 June 2020, and represents:

• a 18% discount to the volume weighted average price of the Company’s shares sold on the ASX for the last five days on which the Company’s shares were traded prior and including to 29 May 2020, being the last day the Company’s shares traded on ASX before the SPP was announced; and

• a 21% discount to the $0.115 closing price of the Company’s shares on ASX on 29 May 2020.

Fractional entitlements to Shares will be rounded down.

Each offer made under this SPP to eligible Shareholders is made on the same terms and conditions.

The Offer is not underwritten.

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Price Risk: Applicants should specifically consider the risk of movement in market value of the Company’s Shares. The market price of the Company’s Shares may change between the Offer Date and the date when the Shares are issued to applicants under this SPP, with the effect that the price or value of the Shares which applicants receive under this SPP may be more or less than the price paid for the Shares. The closing price of the Company’s shares on the last trading day before the announcement of the Offer was $0.105. The trading price may rise or fall after the Offer Date, after the date upon which the Shares are applied for, before the Shares are issued, or before the Shares can be traded. There is no certainty that applicants will be able to sell their Shares for more than or at the same price as they paid for them, or at all. Information about the prices at which the Company’s trade on ASX can be obtained from the ASX website (www.asx.com.au) using the code “HMD”. Closing prices can also be found in daily newspapers.

No account has been taken of the particular objectives, financial situation or needs of recipients of this Offer Booklet. Because of this, recipients of this Offer Booklet should have regard to their own objectives, financial situation and needs.

Recipients of this Offer Booklet should make their own independent investigation and assessment of the Company, its business, assets and liabilities, prospects and profits and losses, and the risks associated with investing in the Company. Independent expert advice should be sought before any decision is made to apply for Shares under this SPP, or acquire additional Shares or other securities in the Company.

The Offer under this SPP is non-renounceable, meaning that a Shareholder cannot transfer the right to participate in the Offer to another person or entity. Participation in this Offer is not compulsory.

The Offer is made pursuant to ASIC Instrument 2019/547. Accordingly, the Company is exempted from the requirements contained in Parts 6D.2 and 6D.3 of the Corporations Act. The Company will not be issuing a prospectus in relation to the Shares offered under the SPP and is not required to seek the approval of Shareholders in relation to the offer under the SPP.

Directors and officers of the Company (and their associates) who hold Shares as at the Record Date may participate in this Offer, subject to the terms and conditions set out in this Offer Booklet and the Application Form.

The Company reserves the right to vary the terms and conditions of this SPP without notice. The Company reserves the right to waive strict compliance with the terms and conditions of this SPP, including but not only by accepting applications received after 5:00pm Sydney time on the Closing Date.

The Company also reserves the right to terminate this SPP at any time. In the event of termination of this SPP, or rejection of any application for any reason, all monies received shall be refunded to the applicant by being returned to the transferring bank account as identified by the Share Registrar’s bank without interest.

The Company reserves the right to place any shortfall in acceptances to sophisticated, professional and other exempt investors (who may include existing shareholders), subject always to compliance with applicable laws and the Listing Rules.

The Company’s rights and powers may be exercised by the directors of the Company or any delegate of the directors.

This SPP, Offer, and terms and conditions (including the Application Form) are governed by the laws applying in the State of New South Wales, Australia. By applying for Shares applicants agree to submit to the exclusive jurisdiction of the Courts of that State and the courts of appeal from those Courts.

SHARES OFFERED

The Shares offered under this SPP are fully paid ordinary shares in the capital of the Company. Shares issued under this SPP shall rank equally with, and have the same terms as, the Company’s other Shares.

The Company will not be obliged to issue Shares and the applicant will not be entitled to receive or be issued Shares until the Board resolves to issue the Shares. After the Shares are issued, the Company will promptly make an application to the ASX for the Shares to be admitted to quotation. The anticipated timetable for issuing Shares and sending holding statements to successful applicants is set out on page 2 of this Offer Booklet. It is the responsibility of applicants to determine their allocation prior to trading in Shares. Applicants trading Shares before they receive their holding statements will do so at their own risk.

APPLYING FOR SHARES UNDER THE SPP

To apply for Shares under the SPP, unless you are a Custodian (see further below), please make your payment via BPAY® or by EFT for one of the designated subscription amounts set out on the Application Form using the applicable reference number set out in Section 2 of your accompanying personalised Application Form.

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You can only make a payment by BPAY® if you are the holder of an account with an Australian Financial Institution. EFT payments from banks in New Zealand must allow for exchange rates and bank fees so that the Registrar receives correct amount is received in Australian dollars. If less than the required amount is received, your application may be rejected or you may receive fewer Shares than you wished to apply for.

There is no requirement to return the Application Form if you are paying by BPAY® or EFT.

If applying and paying by BPAY® or EFT, you need to ensure your payment of application monies is received in the Share Registrar’s specified bank account in clear and immediately available funds by no later than 5:00pm Sydney time on the Closing Date. Applicants should be aware that their own financial institution may implement early cut off times for processing BPAY® and EFT payments, and/or may impose daily limits. It is important that you make your payment in time and according to any limits so that payment for the full number of Shares you wish to apply for is received on time and in full. Late application monies received after the specified time will not be accepted, unless the otherwise agrees. Neither the Company nor the Company’s Share Registrar accepts any liability for lost, delayed or misdelivered application forms or application monies.

Due to the Government’s direction and other restrictions under the Public Health (COVID-19 Restrictions on Gathering and Movement) Order 2020 and for the purposes of public health and safety payments by cheque or money order will not be accepted.

By making payment for Shares offered under this SPP by BPAY® or EFT, the applicant confirms that it is an eligible Shareholder, certifies the matters set out in the Application Form and agrees to be bound by the Constitution of the Company and by the terms and conditions set out in this Offer Booklet and the Application Form. Receipt by the Company’s Share Registrar of payment for Shares offered under this SPP by BPAY® or EFT constitutes an irrevocable and unconditional acceptance of the Offer in accordance with the terms and conditions of this Offer Booklet and the Application Form by the applicant.

Applications can only be made in one of the designated amounts set out in the Application Form. The Company reserves the right to waive this requirement, or to accept the application for the number of Shares for which payment is received.

The Company reserves the right to reject an application received, and/or may refuse to issue Shares under this SPP, if the Company believes that acceptance of the application or issue of the Shares may be contrary to any applicable law, the terms of ASIC Instrument 2019/547 (or any replacement instrument or its equivalent), the Listing Rules, or the terms and conditions of this SPP.

The Company may amend or complete any application received, waive strict compliance with or vary any term or condition of the Offer or resolve in any manner any anomaly, inconsistency, uncertainty or dispute if such amendment, waiver, variation or resolution would assist or permit the Company to issue and/or the applicant to receive Shares under this SPP, provided no amendment, waiver, variation or resolution shall result in the number of Shares to be issued exceeding the number of Shares which may be issued at the Offer price represented by the application monies received. If payment of application monies is not honoured, the Company may at its sole discretion issue Shares in response to the application and recover the application monies as a debt due or reject the application.

EFFECT OF RECEIPT

In addition to any acknowledgment noted or provided for herein or in the Application Form, receipt in the Company’s Share Registrar’s bank account of payment for Shares offered under this SPP by BPAY® or EFT:

• constitutes an irrevocable and unconditional acceptance of the Offer in accordance with the terms and conditions set out in this Offer Booklet and the Application Form by the applicant;

• represents an acknowledgment that the applicant is lawfully permitted to accept the Offer to acquire the Shares under the SPP and participate in the SPP in accordance with the applicable laws in Australia and any other applicable laws in the jurisdiction in which the applicant and/or the beneficial owner of the Shares is situated;

• represents an acknowledgement that the applicant accepts the risk that the market price of the Shares may fall between the date on which the Application is submitted and the date the Shares the subject of the Offer are allocated and/or issued;

• represents an acknowledgement by the applicant that the Company is not liable for any exercise of its or its Share Registrar’s discretions provided for in the terms and conditions of this Offer Booklet or the Application Form; and

• represents an acknowledgement by the applicant that under the terms and conditions of this Offer Booklet and the Application Form, to the maximum extent possible at law, the applicant releases the Company and its Directors and officers from any liability for any loss the applicant may suffer as a result of making any investment in the Company under the SPP.

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MAXIMUM APPLICATIONS

Each eligible Shareholder who is not a Custodian may only apply for up to $30,000 of Shares. If a registered holder of Shares receives more than one offer under this SPP (for example, due to multiple registered holdings, including joint holdings), it may only apply for up to $30,000 of shares in total.

Applicants that are not required to complete the Custodian Schedule, by making payment by BPAY® or EFT, you certify that the aggregate of the payment(s) paid by you for:

• the parcel of Shares indicated on the Application Form or BPAY® or EFT payment; and

• any other Shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the SPP or any other similar arrangement in the 12 months prior to making payment by BPAY® or EFT does not exceed A$30,000.

Joint holders are counted as a single Shareholder for the purposes of determining entitlements. A joint holder who receives more than one offer under the SPP due to multiple registered holdings (including both sole and joint holdings) may only apply for up to $30,000 of shares in total.

Applications counted in determining whether the $30,000 limit would be exceeded include applications made through a Custodian or other nominee.

CUSTODIANS

A registered Shareholder who is a Custodian holding Shares on behalf of two or more beneficial holders as at the Record Date may acquire multiple parcels with an application price totalling up to $30,000 (333,333 Shares) on behalf of distinct beneficiaries, subject to compliance with the procedures and certification requirements set out in ASIC Instrument 2019/547. In addition, where requested by the Company, Custodians must provide evidence satisfactory to the Company of distinct holdings when accepting the Offer under this SPP. Custodians must establish that the issue of Shares applied for on behalf of a beneficiary will not result in the beneficiary acquiring Shares under this Offer (or under any other SPP of the Company or similar arrangement) with an application price totalling more than $30,000 in the 12-month period prior to an application under this SPP.

Custodians must obtain a separate Custodian Schedule from the Company or the Company’s Share Registrar if they wish to accept multiple parcels on behalf of distinct beneficiaries. Payment of an amount by BPAY® or EFT using details on a personalised Application Form which accompanies this Offer may be treated by the Company as an acceptance by the holder named on the form and not as being made on behalf of distinct beneficiaries.

When requesting a Custodian Schedule from the Company or the Company’s Share Registrar, Custodians must allow time for the dispatch, completion and return of the form. Requests should be made to the Share Registrar on 1300 288 664 (in Australia) or +61 2 9698 5414 between 9:00am and 5:00pm Sydney time. Requests made on or after the fifth business day before the Closing Date may not result in the Custodian Schedule and separate Application Form being received in sufficient time to allow for lodgement before 5:00pm Sydney time on the Closing Date.

If you are unsure whether you are a Custodian for the purposes of this Offer, you should obtain independent legal advice.

EXCLUDED APPLICANTS

A Shareholder who alone or with its associates would obtain an interest in more than 20% of the issued voting shares of the Company may be ineligible to accept an offer under this SPP. The Company reserves the right to refuse an application if the applicant (alone or with its associates) would obtain an interest in more than 20% of the issued voting shares of the Company. The Company may amend any application received (including where the application is constituted by payment of application monies by BPAY® or EFT) so that the applicant’s interest alone or with its associates is no more than 20% of the issued voting shares of the Company. In the event that an application is adjusted, the Company will refund to the applicant by returning to the transferring bank account as identified by the Share Registrar’s bank without interest the difference between the application monies received by the Company and application monies payable for the number of Shares actually issued to the applicant.

Only Shareholders whose address in the Company’s register of members is in Australia and New Zealand may apply. Regardless of their address in the register, applicant’s resident in countries outside Australia and New Zealand should consult their professional advisers as to whether any governmental or other consent are required or whether formalities need to be observed to enable them to apply for and accept Shares.

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Only applicants registered as a Shareholder in the Company’s register of members at 7:00pm Sydney time on the Record Date may apply. The offer for Shares under the SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.

Accordingly, this document and the Application Form do not constitute an offer of Shares in any place in which, or to any person to whom, it would not be lawful to make such an offer. Payment of application monies and/or return of a Custodian Schedule will be taken by the Company to constitute a representation by the applicant or Custodian (as applicable) that there has been no breach of such requirements.

BROKERAGE

No brokerage is payable by applicants in respect of applications or the issue of Shares to applicants under this SPP.

ENQUIRIES

You should seek independent legal and/or financial advice if you are in any doubt about the terms of this Offer or whether to accept this Offer.

If you have any questions about this Offer or how to accept this Offer, please contact your stockbroker or professional adviser, or the Company Secretary, Mr Jonathan Hart on +61 2 8379 2961 or by email to jonathan@hera-med.com.

GLOSSARY

	GLOSSARY
ASIC Instrument	ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, as amended.
2019/547
ASX	means ASX Limited [ACN 008 624 691] and the prescribed financial market known as the
	Australian Securities Exchange.
Application Form	means the personalised application and acceptance form which accompanies this Offer
	Booklet.
Company or HeraMED	means HeraMED Limited [ACN 626 295 314].
Corporations Act	means the Corporations Act 2001 (Cth).
Custodian	means a custodian within the meaning of ASIC Instrument 2019/547.
Custodian Schedule	means a separate schedule which can be requested, completed and submitted by a
	Custodian.
Director	means a Director of the Company.
EFT	means electronic funds transfer, as provided for in the Application Form.
Listing Rules	means the Listing Rules of ASX.
Offer	means the offer of fully paid ordinary shares to eligible Shareholders under the SPP made
	in this Offer Booklet.
Offer Booklet or SPP	means this SPP offer document.
Booklet
Record Date	means 7:00pm Sydney time on 29 May 2020.
Share	means an ordinary fully paid share in the capital of the Company and “Shares”has a
	corresponding meaning.
Shareholder	means a person who holds Shares.
Share Purchase Plan,	means the share purchase plan described in this Offer Booklet.
Plan or SPP
Share Registrar	means Automic Pty Ltd [ABN 27 152 20 814].
SPP Shares	means shares offered under the Share Purchase Plan.

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All Registry Communication to:

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HERAMED LIMITED | ACN 626 295 314

GPO Box 5193, Sydney NSW 2001 1300 288 664 (within Australia) +61 2 9698 5414 (international) corporate.actions@automicgroup.com.au www.automicgroup.com.au

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SRN/HIN: [HolderNumberMasked] ASX Code: HMD Record Date: 7.00pm (Sydney time) 29 May 2020

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SHARE PURCHASE PLAN APPLICATION FORM

IMPORTANT: CLOSING DATE 5:00PM (SYDNEY TIME) 26 JUNE 2020 (UNLESS VARIED)

1: SUBSCRIPTION

HeraMED Limited ( “HeraMED” )is offering you the opportunity to purchase up to A$30,000 of fully paid ordinary shares in the Company ( Shares ) by way of a Share Purchase Plan ( SPP ) to raise up to a maximum of A$1.5M. The price per Share under the SPP ( SPP Price ) being offered is A$0.09 (9 cents) per Share.

You may subscribe for any one of the following parcels ( subject to a maximum band or any scale back ) described below:

	Subscription Amount	Shares to be allotted calculated at the SPP Price
Minimum application	A$1,000	11,111
	A$2,000	22,222
	A$5,000	55,555
	A$10,000	111,111
	A$15,000	166,666
	A$20,000	222,222
Maximum application	A$30,000	333,333

2: PAYMENT: You can pay either by BPAY® or Electronic Funds Transfer “EFT”

	Option A – BPAY®	Option A – BPAY®	Option B – Electronic Funds Transfer (EFT)
		Biller Code: 210252	The unique reference number which has been assigned to your Application is: HMD[HolderId]
		Ref No:[BPayCRN]	Funds are to be deposited directly to following bank account: Account name: Automic Pty Ltd Account BSB: 036011
			Account number:530554
	Contact your financial institution to make your payment from your cheque or savings account. Note:You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your options exercise electronically.		Swift Code: WPACAU2S IMPORTANT:You must quote your unique reference number as your payment reference/ description when processing your EFT payment. Failure to do so may result in your funds not being allocated to your application and shares subsequently not issued.

Due to the Government’s direction and other restrictions under the Public Health (COVID-19 Restrictions on Gathering and Movement) Order 2020 and for the purposes of public health and safety, cheque or money order payments will not be accepted for this Offer.

3: PROVIDE YOUR CONTACT DETAILS & ELECT TO BE AN E-SHAREHOLDER

Return to our Share Registry by email to hello@automicgroup.com.au

	Telephone Number	Contact Name (PLEASE PRINT)
	( )
	Email Address

INSTRUCTIONS FOR COMPLETION OF THIS FORM

The right to participate in the Offer under the Share Purchase Plan is optional and is available exclusively to shareholders who are registered as holders of fully paid ordinary shares in the Company as at the record date and whose address is in Australia & New Zealand.

The Offer cannot be transferred and the Directors of the Company reserve the right to reject any application over $30,000.00.

If the Company rejects or scales-back an application or purported application, the Company will return to the Shareholder the relevant application monies, without interest.

HOW TO APPLY FOR SHARES UNDER THE SPP

1 Subscription

As an Eligible Shareholder, you are entitled to contribute a set amount of $1,000, $2,000, $5,000, $10,000, $15,000, $20,000 or $30,000 in applying for new Shares, regardless of the number of Shares you currently hold. These amounts may be subject to scale back.

By applying to purchase Shares under the Plan, you acknowledge that any remaining balance of your payment arising from any rounding will be deemed to form part of the aggregate issue price for the Shares. You will not receive a refund for this amount which will always be less than the Issue Price of one Share.

If any of your details on the Application Form are incorrect, please contact the Company’s Share Registrar on 1300 288 664 (in Australia) or +61 2 9698 5414 between 9:00am and 5:00pm Sydney time or by email to hello@automicgroup.com.au urgently.

2 Payment

Payment by BPAY®: You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. To BPAY® this payment via internet or telephone banking use your reference number quoted on the front of this form. Multiple acceptances must be paid separately.

You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such shares for which you have paid.

Payment by EFT: 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 reference number located on the reverse page. This will ensure your payment is processed correctly to your application electronically.

Applicants should be aware of their financial institution’s cut-off 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. The Company and the Share Register accept no responsibility for incomplete, delayed or misdelivered Application Forms or payments.

Due to the Government’s direction and other restrictions under the Public Health (COVID-19 Restrictions on Gathering and Movement) Order 2020 and for the purposes of public health and safety, cheque or money order payments will not be accepted for this Offer.

Contact Details & Elect to be an e-Shareholder

3 Contact Details & Elect to be an e-Shareholder As a valued shareholder in HeraMED Limited, you can help minimise the costs of printing and mailing by electing to receive all shareholder communications electronically. This will ensure you receive all future important shareholder communications in a faster and more secure way. Please enter your details and return to our Share Registry by email to hello@automicgroup.com.au

IMPORTANT INFORMATION

1. This is an important document which requires your immediate attention. If you are in any doubt as to how to deal with this Application Form, please consult a professional adviser.

2. If you do not wish to purchase shares under the Share Purchase Plan, there is no need to take action.

3. Please ensure you have read and understood the terms and conditions of the Share Purchase Plan in the Share Purchase Plan Booklet accompanying this Application Form before making payment by BPAY® or EFT.

4. The offer for shares under the Share Purchase Plan is non-renounceable. Applications can only be accepted in the name printed on the Application Form.

5. If you are a custodian, trustee or nominee within the meaning of “Custodian” as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, you must complete and submit an additional schedule that contains further certifications and details (Schedule) that must be provided before your application will be received. The Schedule can be obtained by contacting the Share Registry on the telephone number set out below. Applications received by Custodians that are not accompanied by the Schedule will be rejected.

6. For applicants that are not required to complete the Schedule, by making payment by BPAY® or EFT, you certify that the aggregate of the payment paid by you for:

7. the parcel of Shares indicated on this Application Form or BPAY® or EFT payment; and

8. any other Shares applied for by you, or which you have instructed a custodian to acquire on your behalf under the Share Purchase Plan or any other similar arrangement in the 12 months prior to making payment by BPAY® or EFT does not exceed A$30,000.

9. The maximum subscription limitation of $30,000 will apply even if an Eligible Shareholder has received more than one Application Form (whether in respect of a joint holding or because the applicant has more than one holding under separate security accounts).

10. The Company reserves the right to make amendments to this Application Form where appropriate.

11. Applicants are not assured of receiving the shares for which they have applied as the Company may scale back applications in its discretion.

12. By making payment of application monies, you certify that:

13. you wish to apply for shares under the Share Purchase Plan as indicated on this Application Form;

14. you have read and understood the terms and conditions of the Share Purchase Plan;

15. you agree to be bound by the Constitution of the Company and the terms and conditions of the Share Purchase Plan;

16. you agree to accept any lesser number of shares than the number of shares applied for; and

17. you are not in the United States and are not acting for the account or benefit of a person in the United States and have not sent any offering materials relating to the SPP offer to any person in the United States.

If you require further information about the Offer, please contact Automic on 1300 288 664 or +61 2 9698 5414

between 9:00am and 5:00pm (AEST).