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MYECO GROUP LTD Capital/Financing Update 2016

Mar 10, 2016

65304_rns_2016-03-10_9c97b17f-8e22-4243-9321-4e01c1b20afb.pdf

Capital/Financing Update

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TO: COMPANY ANNOUNCEMENTS OFFICE ASX LIMITED DATE: 11 March 2016

DESPATCH OF SHARE PURCHASE PLAN (“SPP”) DOCUMENTATION

Further to earlier announcements regarding the SPP Offer being made to eligible SECOS shareholders, the Company advises that the SPP documentation had been dispatched today to all the shareholders entitled to participate.

A copy of the SPP Documentation is attached.

Rekha Bhambhani Company Secretary

ACN 064 755 237

9 March 2016

Invitation to participate in SECOS’ Share Purchase Plan

Dear Shareholder

On behalf of the Board of SECOS Group Limited (“SECOS”), I am pleased to present this offer to participate in SECOS’s Share Purchase Plan (SPP or the Offer) to Eligible Shareholders.

Under the Offer, each Eligible Shareholder can subscribe for between A$1,000 and A$15,000 of new fully paid ordinary Shares in various increments at an Offer price of A$0.082, representing a 20% discount to the volume weighted average price of SECOS Shares traded over the last 5 days prior to announcement of the Offer. If you choose to participate in the SPP you will not have to pay brokerage costs, commission or stamp duty.

You are entitled to participate in the SPP if you are an eligible Australian or New Zealand shareholder who held shares on the record date of 8 March 2016 .

Participation in the SPP is optional and the right to participate is not transferable. The Offer to participate in the SPP closes at 5.00 pm (AEDT) on Thursday, 24 March 2016.

The Board intends to limit the total funds raised under the SPP to A$1.0 million. If the Company is required or decides to scaleback applications, then preference will be given to Eligible Shareholders who are still shareholders at the time of the Scaleback.

SECOS achieved a significant improvement in its trading performance over the half year to 31 December 2015 when compared (on a “like for like” basis[1] ) with the corresponding period of the previous year. Highlights for the half year to 31 December 2015 include:

  1. Strong growth in hygiene and packaging films sales following the relaunching of Stellar’s Australian based manufacturing plant combined with continuing demand from Stellar Malaysia’s new and existing customers;

  2. Increased demand for Cardia’s Waste Management products both domestically and in the US; that demand anticipated to further strengthen over the second half of the 2016 financial year;

  3. Improved gross margin and reduced overheads;

  4. Further cost reductions to be achieved over the second half of the 2016 financial year; and

  5. Successful Biohybrid[™] film trials strengthening the prospect of future sales of Biohybrid[tm ] films into the hygiene sector.

All of the above factors should positively impact on SECOS’ trading profile over the second half of the 2016 financial year and into the 2017 financial year.

The SPP is being conducted for 3 reasons:

  1. To support SECOS’ ongoing working capital requirements, particularly in respect of the anticipated rapid growth in Cardia’s waste management solutions’ business.

  2. To assist in funding capital expenditure for required increased capacity for the waste management solutions’ business; and

  3. To provide all shareholders with the opportunity to increase their shareholding on favourable terms at historically low prices, and to participate further in SECOS’s future growth.

Further details of the SPP and the application form to purchase Shares in the SPP are included in this Offer documentation, which I urge you to read in full before you decide whether to participate. The Board and Executive Management of SECOS have committed to support the Offer by taking up their entitlements.

Yours sincerely,

Richard Tegoni Chairman

1 Note that SECOS’ published trading results for the corresponding period included Stellar’s trading results only – Cardia’s trading results were excluded on the basis that the merger of the 2 businesses was a “reverse acquisition”. A “like for like” comparison includes Stellar and Cardia’s trading results for both periods (which, in turn, assists in the analysis of trading trends).

THE OFFER AT A GLANCE

SPP OFFER DETAILS

The issue price for the Share Purchase Plan (SPP) is $0.082 per share, representing a 20% discount to the volume weighted average price of SECOS shares traded over the last 5 days prior to announcement of the Offer.

Eligible Shareholders wishing to participate in the SPP may apply for a specified number of shares under one of the following alternative offers (“Application Amount”).

**Offer ** Amount payable Number of Shares
A A$1,000 12,196
B A$2,500 30,488
C A$5,000 60,976
D A$10,000 121,952
E A$15,000 182,927

You may apply for the dollar amount of shares specified under any one of the Offers A, B, C, D or E. The minimum Application Amount is $1,000 and the maximum Application Amount is $15,000.

All New Shares issued under the SPP will rank equally with existing fully paid ordinary shares from the date of issue and will carry the same voting rights, dividend rights and other entitlements as existing fully paid ordinary shares.

The SECOS Board intends to limit the total funds raised under the SPP to A$1.0 million.

Patersons Securities Limited has been appointed as lead manager for the SPP.

Broker Stamping Fee

The Company will pay a stamping fee equal to 2.0% of the subscription amount (inclusive of GST) of new Shares to stockbrokers (being those entities named as full service (advisory) brokers or non-advisory brokers on the ASX website) who submit a valid claim for a broker stamping fee on successful applications.

SPP KEY DATES

PP KEY DATES
Announcement Date 9 March 2016
Record Date for determination of Eligible Shareholders 7.00pm (AEDT) on 8 March 2016
Opening Date for receipt of acceptances 11 March 2016
Closing Date for acceptances to be received by SECOS 5.00pm (AEDT) on 24 March 2016
Allotment Date 1 April 2016
Disptach Date of Holding Statements 1 April 2016
Share Trading Date - The date on which it is expected that
SPP shares will commence trading on the ASX.
4 April 2016

SECOS may vary any of the above dates at its discretion (even if the SPP has opened ,or if BPAY payment or Application Forms have been received) by lodging a revised timetable with ASX.

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IMPORTANT NOTICES

The Offer to participate in Share Purchase Plan is not recommendation to acquire shares. If you are in any doubt about whether you should participate in this SPP,you should consider obtaining professional and/or taxation advice to assist you (taking into account your own financial situation,needs and objectives). Nothing in these Terms and Conditions, the Application form or any other accompanying document constitutes investment or financial product advice or is intended to influence whether or not to particiapte in the SPP.

If you apply to participate in the SPP by completing and returning the Application form or making a BPay® payment, you are accepting the risk that the market price of SECOS Shares may change between the date of this offer, the date on which you send in an Application form or make a BPay® payment and the Alllotment Date. This means that it is possible that upto or after the Allotment Date, you may be able to buy shares at a lower price than the Offer price.

SECOS encourages you to seek your own professional advice regarding your participation in the SPP. Investments in SECOS are subject to investment risk.SECOS does not guarantee any particular rate of return or the performance of SECOS, nor does it guarantee the repayment of capital from SECOS.

This document is not a prospectus, and has not been lodged with ASIC. The issue of a prospectus is not required for the purpose of the SPP. This document does not contain the types of disclosures required to be contained in a prospectus. You must rely on your own knowledge of SECOS, previous disclosures made by the Company and, if necessary, consult your professional adviser when deciding whether or not to participate in the SPP.

This document does not constitute an offer of securities for sale in the United States or to “U.S.persons” (as defined in Regulations under the U.S. Securities Act) (U.S. Person) and may not be sent or disseminated in, directly or indirectly, the United States or to any U.S. Person in any place. New shares have not been and will not be registered under the U.S.Securities Act of 1933, as amended (U.S. Securities Act) or the securities laws of any state of the United States and may not be offered, sold or otherwise transferred in the United States or to, for the account or benefit of, any U.S. Person except in compliance with the registration requirements of the U.S. Securities Act and any other applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws.

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QUESTIONS AND ANSWERS

What is the Share Purchase Plan?

The Share Purchase Plan being offered by SECOS (SPP) provides Eligible Shareholders with the opportunity to subscribe for up to A$15,000 worth of new Shares without incurring brokerage or transaction costs.

The SPP will be offered under the SPP Rules which contains the terms and conditions of the SPP. Shares issued under the SPP will rank equally in all respects with existing fully paid Shares.

Am I an Eligible Shareholder?

All persons registered as a SECOS shareholder on the Record Date with an address on the register in Australia or New Zealand are eligible to participate in the SPP.

Under ASIC Class Order 02/831 and an ASIC modification, the maximum value of Shares for which each Eligible Shareholder may subscribe under the SPP is $15,000. This limit applies to each SECOS shareholder even if they hold Shares in more than one capacity – for example, as a sole shareholder and as a first (or subsequent) named holder of two or more joint shareholdings – and irrespective of the number of Shares held by the shareholder on the Record Date. A trustee, nominee or custodian expressly noted on SECOS’ Share Register may apply for a maximum of A$15,000 worth of SECOS Shares for each different beneficiary named on the Share Register.

The Board has determined it is either not lawful or not practical for shareholders in jurisdictions outside of Australia or New Zealand to participate in the SPP. Any shareholders who hold Shares on behalf of persons who are a ‘US person’ (as defined in Regulation S under the US Securities Act of 1933) or who act for the account or benefit of a US person are not entitled to participate in the SPP.

Are Eligible Shareholders required to participate in the SPP?

No. Participation in the SPP is optional. Before deciding whether to participate in the SPP, you should consider SECOS disclosures of operating and financial performance and, if necessary, consult your financial adviser.

What is the Issue Price?

The Issue Price for each SECOS Share under the SPP is A$0.082, which represents a 20% discount to the volume weighted average price of SECOS Shares traded over the last 5 trading days prior to announcement of the Offer.

What risks are associated with investing under the SPP?

The SECOS share price may rise or fall between the Record Date and the Issue Date, or beyond the Issue Date. SECOS shares may be trading at more or less than the Issue Price when your SPP shares are issued.

How much can I invest?

In accordance with ASIC Class Order 02/831 and an ASIC modification, Eligible Shareholders may only acquire up to a maximum of A$15,000 worth of Shares under a share purchase plan in any 12 month period (Maximum Application Amount). SECOS has not conducted a share purchase plan in the 12 months preceding this Offer.

The smallest amount that Eligible Shareholders can apply for under the SPP is A$1,000 worth of Shares (Minimum Application Amount). Eligible Shareholders may only apply to purchase a parcel of Shares in the amount of A$1,000; A$2,500; A$5,000; A$10,000, or $A15,000 (Application Amount), representing parcels of 12,196, 30,488, 60,976, 121,952 or 182,927 Shares respectively.

How do I apply for Shares under the SPP?

Eligible Shareholders can subscribe for Shares under the SPP in one of two ways, depending upon whether payment is to be made by cheque or by BPAY®.

  • For payment by cheque: Please complete the enclosed personalised Application Form and return it with a cheque for the Application Amount using the reply paid envelope so that it is received before 5:00pm (AEDT) on Thursday 24 March 2016 or deliver it to the Company’s share registry:

By Mail : Advanced Share Registry Ltd

  • P O Box 1156

  • Nedlands WA 6909

  • InPerson: Advanced Share Registry Ltd

  • 110 Stirling Highway Nedlands WA 6009

Applications should only be made in one of the designated amounts set out in the Application Form. If the amount of the cheque tendered with the Application Form is not one of the designated amounts, SECOS reserves the right to

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return the Application Form and cheque and not allot any Shares to you or to accept it in respect of a lesser number of Shares and refund the balance of your application monies without interest.

For payment by BPAY[®] : Please follow the instructions on the Application Form. Payment must be received before 5:00pm (AEDT) on Thursday 24 March 2016 . Please be sure to type the customer reference number and biller code exactly as it appears on your Application Form. If you remit only using BPAY®, you are not required to return the SPP Application Form to complete your Application.

Applications must be received by 5:00 pm (AEDT) on Thursday 24 March 2016 (Closing Date). Applications received after that time will not be accepted.

The return of the Application Form with the application monies, or the remittance of funds via BPAY[® ] will constitute the Eligible Shareholder’s offer to subscribe for Shares on the terms and conditions of this SPP. Once an application has been made, it cannot be revoked. No notice of acceptance of the Application will be provided.

How many Shares will I receive?

Eligible Shareholders will receive the number of Shares applied for up to the Maximum Application Amount, subject to SECOS undertaking a scaleback. Under a scaleback, the number of Shares for each Application will be scaled back (Scaleback). Preference will be given to Eligible Shareholders who are still shareholders at the time of the Scaleback.

SECOS may undertake a Scaleback at its discretion, including taking into account material changes in the price of SECOS Shares, the broader market for SECOS securities and for the purpose of complying with ASX Listing Rules, so that not more than 12,195,122 Shares are issued under the SPP.

When can I sell Shares purchased under the SPP?

Shares issued under the SPP may be sold or transferred on ASX at any time after quotation. SECOS will apply for quotation of all Shares on the Quotation Date.

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TERMS AND CONDITIONS

PURPOSE

The purpose of the Share Purchase Plan (SPP) is to offer shareholders of SECOS Group Limited ABN 89 064 755 237 (“ the Company” or “ SECOS” ) the opportunity to acquire additional fully paid ordinary shares in the Company up to a maximum value of $15,000 without the need to pay brokerage or commission costs and without the need for the Company to issue a Prospectus,upon the terms and conditions set out below.

ELIGIBILE SHAREHOLDER

You are eligible to participate in the SPP (an Eligible Shareholder) if you were a registered holder of fully paid ordinary at 7pm (AEDT) on 8 March 2016 (the Record Date), with an address on the share register in Australia or New Zealand (as shown on SECOS’s share register) unless:

  • a) you hold SECOS Shares on behalf of another person who resides outside Australia or New Zealand in which case you will not be eligible to participate in respect of SECOS Shares of that person; or

  • b) you are, or acting for the account or benefit of , a US Person as defined in Regulations under the US Securities Act of 1933 (US Securities Act), as amended (a US person).

The Offer is being made to New Zealand shareholders in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002.

SECOS has determined that it is not practical for holders of fully paid ordinary shares with addresses on the share register outside Australia or New Zeland jurisdictions to participate in the SPP.

PARTICIPATION BY ELIGIBLE SHAREHOLDERS

The following rules apply to participation by Eligible Shareholders in the SPP.

Single Holders: If you are the registered holder of a holding of fully paid ordinary shares, but you receive more than one offer under the SPP (for example, due to multiple registered holdings), you may only apply for up to a maximum amount of A$15,000 of New Shares.

Joint Holders: If you are recorded with one or more other persons as the joint holder of a holding of fully paid ordinary shares , that joint holding is considered to be a single registered holding for the purpose of the SPP.Joint holders are only entitled to participate in the SPP in respect of that single holding. If the same joint holders receive more than one offer under the SPP due to multiple identical holdings, the joint holders may only apply for one maximum amount of $15,000 of New Shares.

Custodians,Trustees and Nominees: If you are expressly noted on SECOS’s share register as a custodian, trustee or nominee within the definition of ‘custodian' in Australian Securities and Investments Commission (ASIC) Class Order CO 09/425 (Custodian), you may apply for up to a maximum $15,000 worth of shares for each person or persons on whose behalf you or a downstream custodian hold shares (each Participating Beneficiary) (but joint holders are taken to be a single holder). This is subject to you providing SECOS with notice in writing in which you certify to us the matters required by condition 9 of ASIC Class Order 09/425 (Custodian Certificate).

A Beneficiary is a person for whom a Custodian (being an Eligible Shareholder) held fully paid ordinary shares on behalf of the person on the Record Date and who is not, or is not acting for the account or benefit of a US person.

If you hold shares as a trustee or nominee for another person, but are not a Custodian within the definition of ASIC Class Order 09/425, you cannot participate for beneficiaries in the manner described above. In this case, the rules for mutliple single holdings outlined above applies.

Custodians wishing to participate on behalf of one or more beneficiaries should contact the Company’s share registry Advanced Share Registry on +61 8 9389 8033 to obtain further information on how to apply and the form of custodian certificate to be given to SECOS.

HOW TO APPLY FOR NEW SHARES UNDER THE SPP

The SPP offer opens on 11 March 2016 .Under the SPP, you may apply to purchase a parcel of shares under the SPP valued at either $1,000, $2,500, $5,000, $10,000 or $15,000 (subject to scale back described further below).

If you would like to apply for New Shares under the SPP, you can either:

  • complete the enclosed Application Form and return it together with your cheque ,bank draft or money order made payable to “SECOS Group Share Subscription Account” drawn on an Australian bank and in Australian dollars for the correct amount to following address of the Company’s share registry:

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By Mail : Advanced Share Registry Ltd PO Box 1156 Nedlands WA 6909

In Person: Advanced Share Registry Ltd 110 Stirling Highway Nedlands WA 6009

  • for shareholders with an Australian bank account,make a BPAY payment on the internet or by telephone by using the personalised customer reference number shown on your Application Form which is required to identify your holding. If you make your payment using BPAY you do not need to return your Application Form, but are taken to make the certifications and respresenattions descibed in this booklet.

Applications with payments must be received by 5 pm (AEDT) on 24 March 2016. Applications received after that time will not be accepted.

Applications may only be made for parcels of shares in various offer amounts from a minimum $1,000 upto a maximum of $15,000. If the amount of the cheque, bank draft or money order tendered with your Application Form or your BPAY payment is:

  • less than $1,000 SECOS will not allot any New Shares to you and will refund your application money to you;

  • greater than $15,000 subject to scale back, SECOS will allot the maximum number of New Shares to you in relation to $15,000 and will refund the excess application money to you; or

  • for an amount between $1,000 and $15,000 that is not a one of the prescribed offer amounts, subject to scale back, SECOS will allot to you the number of New Shares equal to your application amount divided by the Issue Price, rounded up to the nearest share.

SECOS will refund application monies received from ineligible shareholders, subject to compliance with its legal obligations.

If your cheque does not clear, your application will not be accepted and you agree to be responsible for any dishonour fees or other costs incurred. If your cheque is dishounured, it will not be re-presented.

If your Application Form is incomplete, contains errors or is otherwise invalid or defective, SECOS may, in its sole discretion, accept, reject, correct or amend your application money, or take any combination of these actions. Any refund will be paid to you shortly after the close of the SPP. No interest will be paid to applicants on any refunded money.

Applications and payments under the SPP may not be withdrawn once they have been received by SECOS. Application money will not bear interest as against SECOS under any circumstances. Please read the enclosed Application Form for further details of how to apply for New Shares under the SPP.

PARTICIPATION IS OPTIONAL

Participation in the SPP is entirely optional (subject to the eligibility criteria set out in this booklet). The Offer to acquire New Shares is not a recommendation. If you are in any doubt about the SPP or how participation will affect you, you should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept this offer. SECOS also recommends that you monitor SECOS share price and any SECOS ASX announcements, which can be found on SECOS’s website at cardiabioplastics.com or on the Australian Securities Exchange (ASX) website at asx.com.au (ASX code : SES)

LIMITATION ON APPLICATIONS

Under the SPP, you may apply for a parcel of New Shares in various precribed offer amounts from a minimum of A$1,000 up to a maximum of A$15,000. The Offer under the SPP needs to comply with the relief issued by the Australian Securities and Investments Commission (ASIC). Under that relief, Eligible Shareholders may only acquire up to a maximum of $15,000 of New Shares under a share purchase plan or similar plan in any 12 month period (except in certain circumstances as described in “Participation by Eligible Shareholders” above).

This limitation applies even if you receive more than one Application Form or if you hold SECOS Shares in more than one capacity e.g. if you are both a single and joint holder of SECOS Shares,as set out on page 5 of this booklet. The $15,000 limit applies irrespective of the number of fully paid ordinary shares you hold on the Record Date.

SCALEBACK

The SECOS Board intends to limit the total funds raised under the SPP to A$1.0 million, including the right to scaleback applications.

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If there is a scaleback, you may not receive the full parcel of shares for which you have applied. If a scaleback produces a fractional number of New Shares when applied to your parcel, the number of New Shares you will be allocated will be rounded up to the nearest whole number of New Shares. Preference will be given to Eligible Shareholders who are still shareholders at the time of the Scaleback.

SECOS may undertake a Scaleback at its discretion, including taking into account material changes in the price of SECOS Shares, the broader market for SECOS securities and for the purpose of complying with ASX Listing Rules, so that not more than 12,195,122 Shares are issued under the SPP.

In the event of a scale back the difference between the application monies received, and the number of New Shares allocated to you multiplied by the issue price, will be refunded to you (as described below),without interest payable to you, as soon as practicable following allotment.

HOW WILL APPLICATION MONIES BE REFUNDED

Any application monies refunded by SECOS will be paid by cheque or direct credit (the payment method will be determined by SECOS at its absolute discretion) in Australian currency. By applying for New Shares, each shareholder authorises SECOS to pay any monies to be refunded by using the payment instructions of the shareholder recorded in the Company’s Share Registry’s records if SECOS should elect to pay in this manner.

ISSUE PRICE

The price per New Share issued under the SPP will be $0.082 each.

The issue price represents a 20% discount to the weighted average market price over last 5 trading days prior to the day on which the SPP was announced.

UNDERWRITING

The SPP is not underwritten.

CERTIFICATIONS,ACKNOWLEDMENTS, REPRSENTATIONS & AUTHORISATIONS

By completing and submitting the Application Form (together with a cheque, bank draft or money order) or making a BPAY payment:

  • you certify that the aggregrate of the application price paid by you for:

  • the New Shares the subject of your Application Form or BPAY payment ; and

  • any other New Shares applied for by you under the SPP or any similar share purchase plan arrangement operated by SECOS in the 12 months prior to the date of lodgement of the Application Form or BPAY payment (SECOS has not conducted a share purchase plan or similar plan in the prior 12 months),

does not exceed $15,000,unless you are applying as a Custodian for one or more Beneficairies;

  • you represent that you are an Eligible Shareholder;

  • you authorise SECOS to correct minor errors in your Application Form and to complete the Application Form by inserting any missing minor detail;

  • you acknowledge that SECOS may determine that your Application Form is valid, in accordance with these Terms and Conditions,even if the Application Form is incomplete, contains errors or is otherwise defective;

  • you accept the risk associated with any refund that may be sent to your address or to your nominated bank account as shown on SECOS’s share register;

  • you are responsible for any dishonour fees or other costs SECOS may incur in presenting a cheque for payment that is dishonoured;

  • you acknowledge that no interest will be paid on any application monies paid in connection with the SPP and that are held pending the allotment of the New Shares or subsequently refunded to you for any reason;

  • you acknowledge that you have been provided with investment advice or financial product advice by SECOS or SECOS’s share registry and that neither of them has any obligation to provide this advice in relation to your consideration as to whether or not to participate in, or the extent of such participation in the SPP;

  • you acknowledge that SECOS is not liable for any exercise of its discretions referred to in these Terms and Conditions;

  • you irrevocably and unconditionally agree to these Terms and Conditions and agree not to do any act or thing which would be contrary to the spirit,intention or purpose of the SPP;

  • you acknowledge that the New Shares have not,and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, the New Shares may not be offered,sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the US Securities laws;

  • you agree not to send any materials relating to the SPP to any person in the United States that is,or is acting for the account or benefit of a US person;

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  • you represent that you are in compliance with all relevant laws and regulations(including, without limitation, section 1043A of the Corporations Act(insider trading) and laws and regulations designed to restrict terrorism financing and/or money laundering ); and

  • you represent that you are not a “designated person” or “designated entity” (or other like term) for the purpose of any domestic or international law or regulation implementing United Nations sanctions.

SECOS reserves the right to reject any application for New Shares under the SPP (in whole or in part), including where it considers that the application (whether alone or in conjunction with other applications) does not comply with these or any legal requirements.

Custodians wishing to apply on behalf of more than one Beneficiary should contact the Company Secretary or Advanced Share Registry for more details.

CALCULATION OF THE NUMBER OF NEW SHARES TO BE ISSUED TO YOU

If you apply for Shares under the SPP you will apply for a certain Parcel value rather than a certain number of Shares. Subject to these Terms and Conditions,the number of Shares you are allocated will be determined by:

  • a) If there is no scaleback applied to your allotment, dividing the value of the Parcel of Shares you have applied and paid for, by the Issue Price; or

  • b) If there is a scaleback applied to your allotment, the Scaled back amount of your Parcel divided by the Issue Price.

If the calculation above produces a fractional number, the number of Shares you will be allotted will be rounded up to the nearest whole number.

ALLOTMENT AND QUOTATION DATES

New Shares are expected to be allotted under the SPP on 1 April 2016 and SECOS expects to apply for those New Shares to be listed for quotation on ASX on 1 April 2016.

SECOS expects to dispatch a holding statement or confirmation advice in respect of the New Shares allotted to you under the SPP on 1 April 2016. You should confirm your holding before trading in any New Shares you believe have been allotted to you under the SPP.

ADDITIONAL INFORMATION

The Offer to purchase New Shares under the SPP is non-renounceable. This means that you cannot transfer your right to acquire New Shares under the SPP to anyone else.

No brokerage is payable by you in respect of the issue of New Shares under the SPP.

The Offer of securities under the SPP is made in accordance with ASIC Class Order 09/425, which grants relief from the requirement to prepare a prospectus for the offer of New Shares under the SPP.

By accepting the offer to purchase New Shares under the SPP, you agree to be bound by the Terms and Conditions in this booklet and SECOS’s Constitution.

Once submitted, applications for New Shares under the SPP cannot be withdrawn or altered.

The entitlement to participate in the SPP is in respect of fully paid ordinary shares only.

SECOS reserves the right to waive strict compliance with any provision of the Terms and Conditions of the SPP and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all Eligible Shareholders even where SECOS does not notify you of that event.SECOS may make determinations in any manner it thinks fit, including in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application.

Any determination by SECOS will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates. SECOS’s right may be exercised by the Board of SECOS or any delegate of the Board All amounts are in Australian Dollars, unless otherwise stated.

The Offer is governed by the law in force in Victoria, Australia and are to be interpreted in accordance with their spirit, intention and purpose.

QUESTIONS

If you have any questions about this SPP Offer, please call: The Company Secretary, SECOS Group Limited on +613 85666800 or Advanced Share Registry on +61 8 93898033.

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Broker Code

Adviser Code

SECOS GROUP LIMITED ACN 064755237

Share Purchase Plan Application Form

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Step 1: Registration Name & Offer Details
Registration Name : Sub-Register:
HIN/SRN No :
Mr Sam Sample
Flat 123 Offer Details :
123 Sample Street Record date : 8 March 2016
Sampleville VIC 3030 Offer Closing date: 5.00 pm (AEDT), 24 March 2016.
Minimum value available to purchase: A$1,000
Maximum value available to purchase: A$15,000
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Registration Name : Sub-Register: HIN/SRN No : Mr Sam Sample Flat 123 Offer Details : 123 Sample Street Record date : 8 March 2016 Sampleville VIC 3030 Offer Closing date: 5.00 pm (AEDT), 24 March 2016. Minimum value available to purchase: A$1,000 Maximum value available to purchase: A$15,000 Step 2: Make your Payment Pay by Mail Biller Code: 212969 Make your cheque, money order or bank draft payable to SECOS Ref No: Group Share Subscription Account . Return your cheque with this Application form to: Contact your financial institution to make your payment from your cheque or savings account By Mail : Advanced Share Registry Ltd P O Box 1156 Nedlands WA 6909 In Person: Advanced Share Registry Ltd 110 Stirling Highway Nedlands WA 6009

Privacy Statement

Personal information is collected on this form by Advanced Share Registry Limited (“ASW”) as registrar for the securities issuers (the issuer), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise permitted by law. If you would like details of your personal information held by ASW,or you would like to correct information that is inaccurate, incorrect or out of date, please contact ASW.

Purchase Details for SECOS Group Limited (Payment must be received by 5.00pm (AEDT), 24 March 2016)

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Total Subscription Amount @
Offer Number of Shares
$0.082 per share
A  A$1,000 12,196
B  A$2,500 30,488
C  A$5,000 60,976
D  A$10,000 121,952
E  A$15,000 182,927
Contact Details
Contact Name Daytime Telephone
Cheque Details
Drawer Cheque Number BSB Number Account Number Amount of Cheque
A$
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Instructions to Share Purchase Plan Application Form

Your payment must be received by 5.00pm (AEDT), Thursday 24 March 2016.

This is an important document that requires your immediate attention.

It can only be used in relation to the securityholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

Custodians should not use this form to apply for multiple parcels of shares on behalf of distinct beneficiaries . To apply for Shares on behalf of distinct beneficiaries, custodians must obtain a separate custodian certificate/form from the Company’s share registryAdvanced Share Registry Services Ltd (ASW).

By making payment you agree to be bound by the Constitution of SECOS and that the submission of this payment constitutes an irrevocable offer by you to subscribe for SECOS securities on the terms and conditions of the Share Purchase Plan (SPP).

In addition, by submitting this Application form or making your payment via BPay, you certify that the aggregate of the application price paid by you for:

  • the securities the subject of this Application form or the BPay payment; and

  • any other securities and interests in the class applied for by you under the SPP or any similar arrangement in the 12 months prior to the date of submission of this Application form or the making your payment via BPay, does not exceed A$15,000.

SECOS may make determinations in any manner it thinks fit, in relation to any difficulties which may arise in connection with the SPP whether generally or in relation to any participant or application.

Any determinations by SECOS will be conclusive and binding on all eligible securityholders and other persons to whom the determination relates. SECOS reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions or to suspend or terminate the SPP at any time. Any such amendment, suspension or termination will be binding on all eligible securityholders even where SECOS does not notify you of that event.

Step 1 : Registration Name

Please check the details provided and update your address with Advanced Share Registry if any of the details are incorrect.

Step 2 : Make Your Payment

Note that securities may be purchased in one of the prescribed offer amounts subject to purchase of the minimum value and not exceeding the maximum value. Note that the amount chosen may be subject to scaleback in accordance with the terms of the SPP.

Choose one of the payment methods shown below.

BPAY ®: See overleaf. If you pay via BPay, you do not need to return this Application Form.

By Mail: Complete this Application Form and return with your payment. Make your cheque or bank draft payable in Australian dollars to SECOS Group Share Subscription Account. Cash is not accepted.

Payment will be processed on the day of receipt. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

If you have any enquiries concerning this Application Form or your entitlement, please contact ASW on (61 8) 9389 8033.