MYSTATE LIMITED — Capital/Financing Update 2021

May 30, 2021

31 May 2021

ASX Compliance 525 Collins Street, Rialto, North Tower Level 4 Melbourne VIC 3000

MyState Limited (ASX Code: MYS) – Retail Entitlement Offer Opens and booklet distributed to shareholders

Please be advised that, in accordance with MyState Limited’s capital raising announcement to the market on 24 May 2021, the Retail Entitlement Offer opens today, Monday 31 May 2021. Accordingly, the attached Retail Entitlement Offer booklet has been dispatched for distribution to eligible retail shareholders today.

Yours faithfully,

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Scott Lukianenko Company Secretary

Retail Entitlement Offer

MyState Limited ACN 133 623 962

MyState Limited ACN 133 623 962 ( Company ) is undertaking a 1 for 6.6 non-renounceable entitlement offer of Shares at an issue price of $4.30 per New Share to raise approximately $60 million before costs.

The Retail Entitlement Offer closes at 5:00pm* (Sydney time), 21 June 2021.

The Entitlement Offer is partially underwritten up to $30 million by Merrill Lynch Equities (Australia) Limited ACN 006 276 795.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This document and the personalised Entitlement and Acceptance Form that accompanies it contains important information and requires your immediate attention. You should read both documents carefully and in their entirety. This document is not a prospectus under the Corporations Act and has not been lodged with ASIC. If you have any queries please call your stockbroker, accountant or other professional adviser or the MyState Offer Information Line on 1300 040 684 (from within Australia) or +61 3 9415 4050 (from outside Australia) between 8.30am and 5.00pm (Sydney time), Monday to Friday during the Retail Offer Period (31 May 2021 - 21 June 2021), or visit our website at www.mystatelimited.com.au.

*The Company reserves the right, subject to the Corporations Act and ASX Listing Rules to extend the Retail Closing Date for the Entitlement Offer.

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CONTENTS

Important Notices ................................................................................2 Chairman’s Letter .................................................................................4 Key Dates .............................................................................................6 What Should You Do? ..........................................................................7 Section 1 - Overview of the Offer ........................................................9 Section 2 - How to Apply – Eligible Shareholders .............................11 Section 3 - Australian Taxation ...........................................................13 Section 4 - Important Information for Shareholders ..........................15 Glossary ..............................................................................................20 Annexure A – ASX Announcement ....................................................22 Annexure B – Investor Presentation ...................................................25 Corporate Directory .........................................................................IBC

Retail Entitlement Offer 1

IMPORTANT NOTICES

This Retail Offer Booklet is dated 31 May 2021. Capitalised terms in this section have the meaning given to them in this Retail Offer Booklet (including the Glossary).

This Retail Offer Booklet is issued by MyState Limited ACN 133 623 962 (Company or MyState).

This Retail Entitlement Offer is being made pursuant to section 708AA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) which allows entitlement offers to be offered without a prospectus. This Retail Offer Booklet does not contain all of the information which would be required to be disclosed in a prospectus. As a result, it is important for you to read and understand this Retail Offer Booklet in its entirety, along with the publicly available information on MyState and the Entitlement Offer (for example, the information available on MyState’s website www.mystatelimited.com.au and on the ASX’s website www.asx.com.au) prior to deciding whether to accept your Entitlement and apply for New Shares.

The Investor Presentation, which is included in Annexure B, details important factors and risks that could affect the financial and operating performance of MyState. Please refer to the Key Risks section of the Investor Presentation for details. When making an investment decision in connection with this Entitlement Offer, it is essential that you consider these risk factors carefully in light of your individual personal circumstances, including financial and taxation issues (some of which have been outlined in Section 3 and Section 4 of this Retail Offer Booklet).

Investments in MyState are subject to investment risk, including delays in repayment and loss of income and capital invested. Neither MyState nor the Underwriter guarantees any return or any particular rate of return on the New Shares offered under the Retail Entitlement Offer, the performance of MyState generally, the repayment of capital from MyState or any particular tax treatment.

By returning an Entitlement and Acceptance Form or otherwise paying for your New Shares through BPAY[®] in accordance with the instructions on the Entitlement and Acceptance Form, you acknowledge that you have read this Retail Offer Booklet and you have acted in accordance with and agree to the terms of the Retail Entitlement Offer detailed in this Retail Offer Booklet.

No overseas offering

This Retail Offer Booklet, the accompanying Entitlement and Acceptance Form, the accompanying ASX Announcement and the accompanying Investor Presentation, do not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Retail Offer Booklet does not constitute an offer to Ineligible Shareholders.

This Retail Offer Booklet is not to be distributed in, and no offer of New Shares is to be made under the Retail Entitlement Offer, in countries other than Australia and New Zealand.

No action has been taken to register or qualify the Retail Entitlement Offer or the New Shares, or otherwise permit the public offering of the New Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Retail Offer Booklet (including an electronic copy) outside Australia and New Zealand, is restricted by law. If you come into possession of the information in this Retail Offer Booklet, you should observe such restrictions and should seek your own advice on such restrictions. Any non-compliance with these restrictions may contravene applicable securities laws.

Foreign exchange control restrictions or restrictions on remitting funds from your country to Australia may apply. Your Application for New Shares is subject to all requisite authorities and clearances being obtained for MyState to lawfully receive your Application Monies.

New Zealand

The New Shares are not being offered to the public within New Zealand other than to existing Shareholders of MyState with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016.

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a prospectus under New Zealand law and is not required to, and may not, contain all the information that a prospectus under New Zealand law is required to contain.

United States - NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This Retail Offer Booklet, and any accompanying ASX announcement, Investor Presentation and the Entitlement and Acceptance Form, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States.

Neither this Retail Offer Booklet nor the Entitlement and Acceptance Form may be distributed or released in the United States. Neither the Entitlements nor the New Shares have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. The Entitlements may not be taken up or exercised by persons in the United States or by persons who are acting for the account or benefit of a person in the United States. Neither the Entitlements nor the New Shares may be offered, sold or resold in the United States or to persons acting for the account or benefit of a person in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the applicable securities laws of any state or other jurisdiction in the United States.

2 MyState Limited

Definitions and currency

Defined terms used in this Retail Offer Booklet are contained in the Glossary. All currency amounts in this Retail Offer Booklet are in Australian dollars unless otherwise stated.

Times and dates

All dates and times in this Retail Offer Booklet are indicative only and subject to change. Unless otherwise specified, all times and dates refer to Sydney time. Any changes to the timetable will be posted on MyState’s website at www.mystatelimited.com.au. Refer to the Key Dates section for more details.

Not investment advice

Shareholders must note that the information provided in this Retail Offer Booklet and the accompanying Entitlement and Acceptance Form does not constitute financial product advice. All information has been prepared without taking into account your individual investment objectives, financial circumstances or particular needs. The information contained in this Retail Offer Booklet and the accompanying Entitlement and Acceptance Form should not be considered as comprehensive or to comprise all the information which a Shareholder may require in order to determine whether or not to subscribe for New Shares. If you have any questions, please consult your professional adviser before deciding whether or not to invest.

Past Performance

Investors should note that MyState’s past performance, including past share price performance and historical information in ASX announcements, cannot be relied upon as an indicator of (and provides no guidance as to) MyState’s future performance, including MyState’s future financial position or share price performance. The pro forma historical information is not represented as being indicative of MyState’s views on its future financial condition or performance.

Forward-looking statements

are by their nature inherently uncertain and are based on future events which may or may not be correct, assumptions and estimates which are subject to certain risks, uncertainties and change without notice, as are statements about market and industry trends, which are based on interpretation of market conditions. Actual results and performance may vary materially because events and actual circumstances frequently do not occur as forecast and future results are subject to known and unknown risk such as changes in market conditions and in regulations. Investors should form their own views as to these matters and any assumptions on which any of the forward-looking statements are based and not place reliance on such statements. To the maximum extent permitted by law, MyState, the Underwriter, their respective affiliates and related bodies corporate, and each of their respective directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions.

Risks

Refer to the Key Risks section of the Investor Presentation included in Annexure B of this Retail Offer Booklet for a summary of general and specific risk factors that may affect MyState.

Trading New Shares

MyState, the Underwriter and their respective affiliates and related bodies corporate will have no responsibility and disclaim all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by MyState or the Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

If you are in any doubt as to these matters, you should first consult with your stockbroker, accountant or other professional advisers.

This Retail Offer Booklet contains certain “forward looking statements” including, without limitation, projections and guidance on the performance of MyState and the outcome of the Entitlement Offer. Forward looking statements can generally be identified by use of forward looking words such as “anticipate”, “expect”, “likely”, “intend”, “should”, “could”, “may”, “propose”, “predict”, “plan”, “potential”, “will”, “believe”, “forecast”, “estimate”, “target”, “outlook”, “guidance” and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, statements relating to the future performance of MyState and the outcome and effects of the Entitlement Offer and use of proceeds. No representation or warranty is given as to the accuracy or likelihood of achievement of any forward-looking statement in this Retail Offer Booklet, or any events or results expressed or implied in any forward-looking statement. Forward-looking statements, opinions and estimates provided in this Retail Offer Booklet are not guarantees of future performance and

Retail Entitlement Offer 3

CHAIRMAN’S LETTER

MyState – Retail Entitlement Offer

Dear Shareholder,

On behalf of the Directors of MyState, I am pleased to invite you to participate in MyState’s recently announced a partially underwritten 1 for 6.6 non-renounceable pro-rata entitlement offer (Entitlement Offer) of new MyState fully paid ordinary shares (New Shares) at an issue price of $4.30 per New Share (Issue Price).

As you may know, MyState provides banking, trustee and managed fund products and services through its wholly-owned subsidiaries MyState Bank Limited and TPT Wealth Limited. MyState listed on the ASX in 2009 and is regulated by APRA, as the holding company of an approved deposit-taking institution. It currently is included in the ASX300 index.

Placement and Entitlement Offer

On 24 May 2021 MyState announced its intention to raise:

• a. approximately $20 million by way of an institutional placement (Placement); and

• b. approximately $60 million by way of the Entitlement Offer, being an accelerated non-renounceable pro-rata entitlement offer to Eligible Institutional Shareholders (Institutional Entitlement Offer) and Eligible Retail Shareholders (Retail Entitlement Offer),

to rapidly accelerate its growth.

The Institutional Entitlement Offer and Placement were strongly supported raising approximately $11.3m and $20m respectively for a combined total of approximately $31.3m.

Under the Entitlement Offer, Eligible Shareholders can subscribe for 1 New Share for every 6.6 Shares held as at the Record Date at an Issue Price of $4.30 per New Share. The Issue Price represents a discount of 11.3% to the last closing Share price of $4.85 on Friday, 21 May 2021.

The Entitlement Offer is partially underwritten up to $30 million by Merrill Lynch Equities (Australia) Limited ACN 006 276 795 (Underwriter), subject to the terms of the Underwriting Agreement (see section 4.6 for more details).

The New Shares issued under the Entitlement Offer will rank equally with existing Shares on issue and will be entitled to participate in all future distributions of MyState.

Actions required to take up your Entitlement

The number of New Shares for which you are entitled to subscribe for under the Retail Entitlement Offer (Entitlement) is set out in your personalised Entitlement and Acceptance Form that will accompany this Retail Offer Booklet when it is despatched to Eligible Retail Shareholders on 31 May 2021.

The Entitlement Offer is non-renounceable and therefore your Entitlements will not be tradeable on the ASX or otherwise transferrable. If you do not participate in the Retail Entitlement Offer, your Entitlement will lapse and you will receive no value for those lapsed Entitlements.

If you decide to take this opportunity to increase your investment in MyState please ensure that you have paid your Application Monies preferably via BPAY[®] so that they are received before 5.00pm (Sydney time) on 21 June 2021, pursuant to the instructions that are set out in the personalised Entitlement and Acceptance Form that will accompany this Retail Offer Booklet when it is despatched to you.

The Entitlement Offer closes at 5.00pm (Sydney time) on 21 June 2021.

The Board advises you to carefully read this Retail Offer Booklet in its entirety and to seek appropriate professional advice before making any investment decision. In particular, you should refer to the Key Risks section of the Investor Presentation included in Annexure B of this Retail Offer Booklet for a summary of general and specific risk factors that may affect MyState and the Entitlement Offer.

4 MyState Limited

If you have any questions about the Entitlement Offer, please do not hesitate to contact MyState’s Offer Information Line on 1300 040 684 (from within Australia) or +61 3 9415 4050 (from outside Australia) between 8.30am and 5.00pm (Sydney time), Monday to Friday during the Retail Offer Period.

If you do not wish to take up any of your Entitlement, you do not have to take any action.

On behalf of the Directors of MyState, we invite you to consider this investment and participate in the exciting next stage of MyState’s growth.

Yours faithfully,

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Miles L Hampton Chairman

Retail Entitlement Offer 5

KEY DATES

KEY DATES
Key Event	Date
Announcement of the Entitlement Offer	24 May 2021
Institutional Entitlement Offer results announcement	26 May 2021
Record Date for eligibility in the Retail Entitlement Offer	7pm (Sydney time) 26 May 2021
Retail Entitlement Offer opens	31 May 2021
Retail Offer Booklet despatched	31 May 2021
Issue of New Shares under the Institutional Entitlement Offer	2 June 2021
Retail Entitlement Offer closes	21 June 2021
Settlement of the New Shares issued under the Retail Entitlement Offer	25 June 2021
Issue of New Shares issued under the Retail Entitlement Offer	28 June 2021
New Shares issued under the Retail Entitlement Offer commence trading	29 June 2021
on ASX on a normal settlement basis
Despatch of holding statements for the New Shares issued under the	30 June 2021
Retail Entitlement Offer

All dates and times are indicative only and subject to change. Unless otherwise specified, all times and dates refer to Sydney time. MyState reserves the right to amend any or all of these dates and times, with the consent of the Underwriter, subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, MyState reserves the right to extend the Retail Closing Date and to accept late Applications under the Retail Entitlement Offer without prior notice. Any extension of the Retail Closing Date will have a consequential effect on the Issue Date for New Shares under the Retail Entitlement Offer. Any changes to the timetable will be posted on MyState’s website at www.mystatelimited.com.au.

Subject to the consent of the Underwriter, MyState also reserves the right not to proceed with the Entitlement Offer in whole or in part at any time prior to issue of the New Shares under the Retail Entitlement Offer. In that event, the relevant Application Monies (without interest) will be returned in full to applicants.

The commencement of quotation of New Shares is subject to the discretion of ASX.

Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted. Eligible Retail Shareholders wishing to participate in the Retail Entitlement Offer are encouraged to submit their payment as soon as possible after the Retail Entitlement Offer opens to ensure their application is received by the Registry in time.

6 MyState Limited

WHAT SHOULD YOU DO?

1.

Read this Retail Offer Booklet and the accom an in Entitlement and Acce tance Form p y g p

This Retail Offer Booklet and the personalised Entitlement and Acceptance Form that accompanies it contain important information about the Retail Entitlement Offer. You should read both documents carefully and in their entirety before deciding whether or not to participate in the Retail Entitlement Offer. The Retail Offer Booklet can also be viewed at www.mystateoffer.com.au.

This Retail Entitlement Offer is not being made under a prospectus. This Retail Offer Booklet does not contain all of the information which would be required to be disclosed in a prospectus. As a result, it is important for you to read and understand this Retail Offer Booklet in its entirety, along with the publicly available information on MyState and the Entitlement Offer (for example, the information available on MyState’s offer website at www.mystateoffer.com.au and on the ASX’s website www.asx.com.au) prior to deciding whether to accept your Entitlement and apply for New Shares.

If you are in doubt as to the course you should follow, you should seek appropriate professional advice before making an investment decision.

2.

Consider the Retail Entitlement Offer in light of your particular investment objectives and circumstances

Please consult with your stockbroker, accountant or other independent professional adviser if you have any queries or are uncertain about any aspects of the Retail Entitlement Offer.

An investment in New Shares is subject to both known and unknown risks, some of which are beyond the control of MyState. These risks include the possible loss of income and principal invested. MyState does not guarantee any return, any particular rate of return, the performance of the New Shares offered under the Retail Entitlement Offer, the performance of MyState generally or the repayment of capital from MyState. In considering an investment in New Shares, investors should have regard to (amongst other things) the Key Risks section in the Investor Presentation and the disclaimers outlined in this Retail Offer Booklet.

3.

Decide what ou want to do y

If you are an Eligible Retail Shareholder, you have three options available to you in relation to the Retail Entitlement Offer:

1. take up all of your Entitlement (refer to Section 2.2);

2. take up part of your Entitlement (refer to Section 2.2); or

3. do nothing and allow your Entitlement to lapse (refer to Section 2.3).

Ineligible Shareholders

All Shareholders who do not satisfy the criteria to be Eligible Retail Shareholders are Ineligible Shareholders. Ineligible Shareholders may not take up any of their Entitlements.

Eligible Retail Shareholders

Eligible Retail Shareholders who do not participate in the Entitlement Offer, or participate for an amount less than their full Entitlement will have their percentage holding in MyState reduced. Eligible Retail Shareholders who participate in the Entitlement Offer will see their percentage holding in MyState reduce, increase or stay the same depending on the proportion of their Entitlement they subscribe for.

The Entitlement Offer is non-renounceable, which means that the Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately. If you do not participate in the Entitlement Offer, you will not receive any value for your Entitlement.

Retail Entitlement Offer 7

WHAT SHOULD YOU DO?

4. Apply for New Shares

To participate in the Retail Entitlement Offer, please make payment by BPAY[®] , so that it is received by 5.00pm (Sydney time) on 21 June 2021 pursuant to the instructions set out on the Entitlement and Acceptance Form. See Section 2 - How to Apply - Eligible Retail Shareholders for more information.

If you take no action your Entitlement under the Retail Entitlement Offer will lapse.

5. Questions

If you have any questions about the Retail Entitlement Offer, please do not hesitate to contact the MyState Offer Information Line on 1300 040 684 (from within Australia) or +61 3 9415 4050 (from outside Australia) between 8.30am and 5.00pm (Sydney time), Monday to Friday during the Retail Offer Period.

8 MyState Limited

SECTION 1 OVERVIEW OF THE OFFER

1.1 Overview

MyState intends to raise up to $60 million through the Entitlement Offer, which is comprised of the Institutional Entitlement Offer and the Retail Entitlement Offer.

The Entitlement Offer is partially underwritten by the Underwriter, subject to the terms of the Underwriting Agreement (see section 4.6 for more details).

Under the Retail Entitlement Offer, MyState is offering Eligible Retail Shareholders the opportunity to subscribe for 1 New Share for every 6.6 Shares held on the Record Date. The Issue Price per New Share is $4.30, the same price as offered to Eligible Institutional Shareholders under the Institutional Entitlement Offer.

The Entitlement Offer is non-renounceable, which means that the Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately. If you do not participate in the Entitlement Offer, you will not receive any value for your Entitlement.

Please refer to the ASX Announcement and the Investor Presentation annexed to this Retail Offer Booklet for information on the reasons for the Entitlement Offer, the use of the proceeds of the Entitlement Offer, and for further information on MyState and its strategy.

1.2 Institutional Entitlement Offer and Placement

On 24 May 2021, the Institutional Entitlement Offer was conducted with Eligible Institutional Shareholders given the opportunity to take up all or part of their Entitlement under the Institutional Entitlement Offer at an Issue Price of $4.30 per New Share.

New Shares equivalent to the number not taken up by Eligible Institutional Shareholders and New Shares that otherwise would have been offered to Ineligible Institutional Shareholders under the Institutional Entitlement Offer were offered to Institutional Investors and allocated at the discretion of the Underwriter and the Company.

The Institutional Entitlement Offer raised approximately $11.3m and the Placement raised approximately $20m.

The New Shares are expected to be issued under the Institutional Entitlement Offer on 2 June 2021.

1.3 Retail Entitlement Offer

Under the Retail Entitlement Offer, Eligible Retail Shareholders are being invited to subscribe for all or part of their Entitlement and are being sent this Retail Offer Booklet with a personalised Entitlement and Acceptance Form. Eligible Retail Shareholders who have requested to receive their communications via email will be sent a personal link to their Entitlement and Acceptance Form and the Retail Offer Booklet by email.

The Retail Entitlement Offer constitutes an offer only to Eligible Retail Shareholders, being Shareholders on the Record Date who have a registered address in Australia or New Zealand and are eligible under all applicable laws to receive an offer under the Retail Entitlement Offer. A person in the United States or acting for the account or benefit of a person in the United States (to the extent such person holds Shares for the account or benefit of such person in the United States) or an Institutional Shareholder (other than a nominee to the extent that the nominee holds Shares on behalf of an Eligible Retail Shareholder) is not entitled to participate in the Retail Entitlement Offer.

Determination of eligibility of investors for the purposes of the Entitlement Offer is by reference to a number of matters, including legal requirements and the discretion of MyState and the Underwriter. MyState, the Underwriter and their respective affiliates and related bodies corporate disclaim any liability in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law.

The Retail Entitlement Offer closes at 5.00pm (Sydney time) on 21 June 2021, with New Shares to be issued on 28 June 2021.

The Entitlement Offer is partially underwritten by the Underwriter and seeks to raise approximately $60 million. The Issue Price under the Entitlement Offer is $4.30 per Share.

Retail Entitlement Offer 9

SECTION 1 OVERVIEW OF THE OFFER

1.4 Use of proceeds

The proceeds of the Entitlement Offer will be used to rapidly accelerate MyState’s growth (as set out in the Investor Presentation).

1.5 Ranking of New Shares

New Shares will rank equally with existing Shares on issue.

1.6 Reconciliation and fractional entitlements

In any entitlement offer, investors may believe that they own more or fewer existing Shares on the Record Date than they ultimately do. This could potentially result in the requirement for reconciliation to ensure all Eligible Shareholders have the opportunity to receive their full Entitlement. If this is required, it is possible that MyState may need to issue a small quantity of additional New Shares to ensure all Eligible Shareholders have the opportunity to receive their full Entitlement. The price at which these Shares will be issued will be the same as the Issue Price. MyState also reserves the right to reduce the number of New Shares allocated to Eligible Shareholders or persons claiming to be Eligible Shareholders, if their Entitlement claims prove to be overstated, or if they or their nominees fail to provide information requested to substantiate their Entitlement claims, or if they are indeed not Eligible Shareholders.

To the extent that the application of the offer ratio of 1 New Share for every 6.6 existing Shares held on the Record Date results in a fractional entitlement to New Shares for a particular Shareholder, that Shareholder’s Entitlement shall be rounded up to the next higher whole number of New Shares.

1.7 Quotation and trading

MyState will apply to ASX for the official quotation of the New Shares in accordance with ASX Listing Rule requirements. Subject to approval being granted, it is expected that normal trading of New Shares issued under the Retail Entitlement Offer will commence on 29 June 2021.

1.8 Holding statements

Holding statements are expected to be despatched to Eligible Retail Shareholders on 30 June 2021.

It is the responsibility of each applicant to confirm their holding before trading in New Shares. Any applicant who sells New Shares before receiving confirmation of their holding in the form of their holding statement will do so at their own risk. MyState, the Underwriter and their respective affiliates and related bodies corporate each disclaim all liability whether in negligence or otherwise (and to the maximum extent permitted by law) to persons who trade New Shares before receiving their holding statements, whether on the basis of confirmation of the allocation provided by MyState, the Registry or the Underwriter.

1.9 Withdrawal of the Entitlement Offer

Subject to the consent of the Underwriter, MyState reserves the right to withdraw the Entitlement Offer at any time, in which case MyState will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest.

10 MyState Limited

SECTION 2 HOW TO APPLY – ELIGIBLE RETAIL SHAREHOLDERS

2.1 Choices available to Eligible Retail Shareholders

Eligible Retail Shareholders may do any one of the following:

1. take up all of your Entitlement (refer to Section 2.2);

2. take up part of your Entitlement (refer to Section 2.2); or

3. do nothing and allow your Entitlement to lapse (refer to Section 2.3).

The Retail Entitlement Offer is a pro rata offer to Eligible Retail Shareholders only.

2.2 Take up all or part of your Entitlement

If you wish to take up your Entitlement in full or in part you are required to make payment via BPAY[®] by following the instructions set out on the personalised Entitlement and Acceptance Form. You can only make payment by BPAY[®] if you are the holder of an account with an Australian financial institution that supports BPAY[®] transactions. If you do not have an account that supports BPAY[®] transactions, please contact the MyState Offer Information Line for further instructions.

When making payment by BPAY[®] , please ensure you use the specific Biller Code and your unique Customer Reference Number (CRN) found on your personalised Entitlement and Acceptance Form. Eligible Retail Shareholders who have requested to receive their communications via email will be sent a personal link to their Entitlement Form and the Retail Offer Booklet by email. If you have multiple holdings and receive more than one personalised Entitlement and Acceptance Form, when taking up your Entitlement in respect of one of those holdings, only use the CRN specific to that holding. If you do not use the correct CRN specific to that holding, you will be deemed to have applied only for New Shares on the holding to which that CRN relates, or alternatively your Application may not be recognised as valid and may be rejected.

Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment of Application Monies.

To apply and pay via BPAY[®] , you should:

• read this Retail Offer Booklet and the Entitlement and Acceptance Form in their entirety (also available online at www.mystateoffer.com.au) and seek appropriate professional advice if necessary;

• make your payment in respect of the full Application Monies via BPAY[®] for the number of New Shares you wish to subscribe for (being the Issue Price of $4.30 per New Share multiplied by the number of New Shares) so that it is received by no later than the Retail Closing Date, being 5:00pm (Sydney time) on 21 June 2021.

When making payment via BPAY[®] you are not required to return the Entitlement and Acceptance Form but are taken to make the statements on that form and representations outlined below in Section 2.4 (Implications of making an Application), including the Eligible Retail Shareholder declarations referred to in the Entitlement and Acceptance Form.

Cash payment will not be accepted. Additionally, due to postal delays and for public health and safety reasons in light of the COVID-19 pandemic, payments by cheque, bank draft or money order will not be accepted. Receipts for payment will not be issued.

If you take up all or part of your Entitlement and your payment of the Application Monies is received in cleared funds by the Retail Closing Date, being 5:00pm (Sydney time) on 21 June 2021, New Shares are expected to be issued to you on the Issue Date being 28 June 2021. Your payment of the Application Monies will not be accepted after the Retail Closing Date, being 5:00pm (Sydney time) on 21 June 2021, and no New Shares will be issued to you in respect of such late Application.

If the amount of Application Monies is insufficient to pay in full for the number of New Shares you applied for, you will be taken to have applied for such whole number of New Shares which is covered in full by your Application Monies. Alternatively, your application will be rejected.

Retail Entitlement Offer 11

SECTION 2 HOW TO APPLY – ELIGIBLE RETAIL SHAREHOLDERS

2.2.1 Refund of Application Monies

Any Application Monies received for more than your final allocation of New Shares will be refunded as soon as practicable after issue. No interest will be paid to applicants on any Application Monies received or refunded.

2.3 Take no action and allow all of your Entitlement to lapse

If you are an Eligible Retail Shareholder and you do nothing, the Entitlements in respect of your Shares will lapse. Your Entitlement to participate in the Retail Entitlement Offer is non-renounceable and will not be tradeable or otherwise transferable. Shareholders who do not take up their Entitlements in full will not receive any payment or value for those Entitlements they do not take up.

You should also note that, if you do not take up all or part of your Entitlement, then your percentage holding in MyState will be diluted to the extent that New Shares are issued to other Shareholders.

2.4 Implications of making an Application

Paying any Application Monies for New Shares via BPAY[®] will be taken to constitute a representation by the Eligible Retail Shareholders that they:

• have received a copy of this Retail Offer Booklet accompanying the Entitlement and Acceptance Form, and have read them in their entirety;

• make the Eligible Retail Shareholder declarations referred to in the Entitlement and Acceptance Form and on page 18 of this Retail Offer Booklet; and

• acknowledge that once a BPAY[®] payment is made in relation to any Application Monies, the Application may not be varied or withdrawn except as required by law.

2.5 Enquiries

This Retail Offer Booklet and the Entitlement and Acceptance Form that accompanies it contain important information. You should read both documents in their entirety before deciding whether or not to participate in the Retail Entitlement Offer. If you:

• have questions in relation to the existing Shares upon which your Entitlement has been calculated;

• have questions on how to complete the Entitlement and Acceptance Form or take up your Entitlement; or

• have lost your Entitlement and Acceptance Form and would like a replacement form,

please call MyState’s Offer Information Line on 1300 040 684 (from within Australia) or +61 3 9415 4050 (from outside Australia) between 8.30am and 5.00pm (Sydney time), Monday to Friday during the Offer Period. If you have further questions you should contact your professional adviser.

12 MyState Limited

SECTION 3 AUSTRALIAN TAXATION

3.1 General

The section below provides a general summary of the Australian income tax, capital gains tax (CGT), goods and services tax (GST) and stamp duty implications of the Entitlement Offer for certain Eligible Shareholders.

The comments in this section deal only with the Australian taxation implications of the Entitlement Offer if you:

• are a resident for Australian income tax purposes; and

• hold your Shares on capital account.

The comments do not apply to you if you:

• are not a resident for Australian income tax purposes;

• hold your Shares as revenue assets or trading stock (which will generally be the case if you are a bank, insurance company or carry on a business of trading in securities);

• are subject to the ‘TOFA provisions’ in Division 230 of the Income Tax Assessment Act 1997 in relation to the Shares; or

• acquired the Shares in respect of which the Entitlement Offer is issued under any employee share scheme or where the New Shares are acquired pursuant to any employee share scheme.

The taxation implications of the Entitlement Offer will vary depending upon your particular circumstances. Accordingly, you should seek and rely upon your own professional advice before concluding on the particular taxation treatment that will apply to you.

MyState and its officers, employees, taxation or other advisers do not accept any liability or responsibility in respect of any statement concerning taxation consequences, or in respect of the taxation consequences.

This taxation summary is necessarily general in nature. It is strongly recommended that each Eligible Shareholder seeks their own independent professional tax advice applicable to their particular circumstances.

This taxation summary does not constitute financial product advice as defined in the Corporations Act. This summary is confined to taxation issues and is only one of the matters you need to consider when making a decision about your investments. You should consider taking advice from a licensed adviser, before making a decision about your investments.

3.2 Issue of Entitlements

The issue of the Entitlements should not, in and of itself, result in any amount being included in your assessable income.

3.3 Exercise of Entitlements

Eligible Shareholders who exercise their Entitlements will acquire New Shares. No assessable income or capital gain should arise for you on the exercise (i.e. taking up) of your Entitlements.

If you take up all or part of your Entitlements, you will acquire New Shares. Each of the New Shares will constitute a separate asset for CGT purposes.

The total cost base (and reduced cost base) of the New Shares should equal the Issue Price for the New Shares plus certain incidental costs incurred in acquiring the New Shares. The cost base should be allocated across the New Shares on a reasonable basis.

Each of the New Shares will be taken to be acquired on the day that the Entitlement in respect of the New Share is exercised.

3.4 Distributions on New Shares

Future distributions made in respect of New Shares will be subject to the same income taxation treatment as distributions made on existing Shares held in the same circumstances.

Retail Entitlement Offer 13

SECTION 3 AUSTRALIAN TAXATION

3.5 Disposal of New Shares

On disposal of a New Share (referred to in this section as a Share), you will make a capital gain if the capital proceeds on disposal exceed the total cost base of the Share. You will make a capital loss if the capital proceeds are less than the total reduced cost base of the Share.

As each individual Share is a separate CGT asset, the disposal of a Share will constitute a disposal for CGT purposes of each individual Share. Accordingly, the capital proceeds referable to the disposal of each Share will need to be determined by apportioning the total capital proceeds received in respect of the disposal of the Share on a reasonable basis.

Individuals, complying superannuation entities or trustees that have held Shares for at least 12 months (not including the dates of acquisition and disposal of the Shares) should be entitled to discount the amount of any capital gain resulting from the disposal of the Shares (after the application of any current year or carry forward capital losses).

The CGT discount applicable is currently 50% for individuals and trustees and 33 ¹/³% for complying superannuation entities. The CGT discount is not available for companies that are not acting as trustee for a trust. Trustees should seek specific tax advice regarding the tax consequences arising to beneficiaries because of the CGT discount.

If a capital loss arises on disposal of the Shares, the capital loss can only be used to offset capital gains. The capital loss cannot be used to offset ordinary income. However, the capital loss can be carried forward to use in future income years if the loss cannot be used in a particular income year. In the case of corporate investors, this will require the satisfaction of separate loss recoupment tests.

3.6 Entitlements not taken up

As described in Section 2.3 above, any Entitlement not taken up under the Entitlement Offer will lapse and the Eligible Shareholder will not receive any consideration for those Entitlements. In these circumstances, there should not be any adverse income tax implications for the Eligible Shareholder.

3.7 Tax file number

If a Shareholder has quoted their Australian business number (ABN), tax file number (TFN) or an exemption from quoting their tax file number in respect of an existing Share, this quotation or exemption will also apply in respect of any New Shares acquired by that Shareholder.

Tax may be required to be deducted by MyState from any distributions at the highest marginal tax rate if an ABN or TFN has not been quoted, or an appropriate TFN exemption has not been provided.

3.8 Other Australian taxes

No Australian GST or stamp duty will be payable by Eligible Shareholders in respect of the issue or exercise of the Entitlements or the acquisition of New Shares pursuant to the Entitlement Offer.

14 MyState Limited

SECTION 4 IMPORTANT INFORMATION FOR SHAREHOLDERS

4.1 Retail Offer Booklet availability

Those Eligible Retail Shareholders with a registered address in Australia or New Zealand will receive a copy of this Retail Offer Booklet and their personalised Entitlement and Acceptance Form. Please read the Retail Offer Booklet and the Entitlement and Acceptance Form together in their entirety.

It is important to note that you will only be entitled to accept the Entitlement Offer by making a payment of Application Monies via BPAY[®] using the information contained on your personalised Entitlement and Acceptance Form or accessed at www.mystateoffer.com.au (see Section 2.2 for further information). Please carefully read the instructions on the accompanying Entitlement and Acceptance Form.

4.2 Continuous disclosure requirements

Under the Corporations Act, MyState is considered a disclosing entity and is subject to ongoing reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.

Under the ASX Listing Rules, MyState has an obligation (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price or value of its Shares. Such information is available to the public from the ASX at www.asx.com.au.

MyState is also required to lodge certain documents with ASIC. Such documents can be inspected and obtained from an ASIC office.

4.3 No authorisation beyond information contained within this Retail Offer Booklet

Any information or representation not contained in this Retail Offer Booklet may not be relied on as having been authorised by MyState in connection with the Entitlement Offer. No person is authorised to give any information or make any representation in connection with the Entitlement Offer, which is not contained in this Retail Offer Booklet.

4.4 No cooling-off rights

Cooling-off rights do not apply to a subscription for New Shares under the Entitlement Offer. This means that you cannot withdraw your Application once it has been accepted.

4.5 Notice to nominees and custodians

The Retail Entitlement Offer is being made to all Eligible Retail Shareholders. Nominees with registered addresses in the eligible jurisdictions may also be able to participate in the Retail Entitlement Offer in respect of some or all of the beneficiaries on whose behalf they hold Shares, provided that the applicable beneficiary would satisfy the criteria for an Eligible Retail Shareholder.

Nominees and custodians who hold Shares as nominees or custodians will have received, or will shortly receive, a letter from MyState in respect of the Entitlement Offer. Nominees and custodians should consider carefully the contents of that letter and note in particular that the Retail Entitlement Offer is not available to, and they must not purport to accept the Retail Entitlement Offer in respect of:

• beneficiaries on whose behalf they hold Shares who would not satisfy the criteria for an Eligible Retail Shareholder;

• Eligible Institutional Shareholders who were invited to participate in the Institutional Entitlement Offer (whether they accepted their Entitlement or not);

• Ineligible Shareholders who were ineligible to participate in the Entitlement Offer; or

• Shareholders who are not eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Retail Entitlement Offer 15

SECTION 4 IMPORTANT INFORMATION FOR SHAREHOLDERS

In particular, persons acting as nominees for other persons must not take up any Entitlements on behalf of, or send any documents related to the Entitlement Offer to, any person in the United States or any person that is acting for the account or benefit of a person in the United States.

MyState is not required, and does not undertake to, determine whether or not any Shareholder or investor is acting as a nominee or custodian or the identity or residence of any beneficial owners of existing Shares. Where any person is acting as a nominee or custodian for a foreign person, that person, in dealing with its beneficiary, will need to assess whether indirect participation in the Entitlement Offer by the beneficiary complies with applicable foreign laws. MyState is not able to advise on foreign laws. Eligible Retail Shareholders who are nominees or custodians are therefore advised to seek independent advice as to how to proceed.

4.6 Underwriting arrangements and fees

Merrill Lynch Equities (Australia) Limited ACN 006 276 795 will be acting as lead manager and underwriter of the Entitlement Offer. MyState has entered into the Underwriting Agreement with the Underwriter in respect of the Entitlement Offer.

MyState must pay the Underwriters an underwriting fee of 2.4% and a management fee of 0.6% of the proceeds of the Placement (being $20 million) and $30 million of the Entitlement Offer. MyState must also pay or reimburse the Underwriter for costs it has incurred in respect of the Entitlement Offer, including legal fees, reasonable out of pocket expenses (including travel expenses, bookbuild expenses and stamp duty or similar taxes payable in respect of the Underwriting Agreement). Subject to certain exceptions, MyState has agreed to indemnify the Underwriter, their affiliates and related bodies corporate (as that expression is defined in the Corporations Act), and their respective directors, officers, employees, agents and advisers (each an Indemnified Party) from and against all losses suffered or incurred by an Indemnified Party, directly or indirectly in connection with the Entitlement Offer or the Underwriting Agreement.

As is customary with these types of arrangements, the Underwriting Agreement contains representations and warranties and indemnities in favour of the Underwriter. The Underwriter may also, in certain circumstances, terminate its obligations under the Underwriting Agreement on the occurrence of certain termination events (in some circumstances, having regard to the materiality of the relevant event). The termination events of the Underwriter have been summarised on slides 35 - 39 of the Investor Presentation under Annexure B.

If the Underwriter terminates the Underwriting Agreement, the Underwriter will not be obliged to perform any of its obligations which remain to be performed under the Underwriting Agreement but the termination will not limit or prevent the exercise of any other rights or remedies which any of the parties may otherwise have under the Underwriting Agreement.

Neither the Underwriter nor any of their respective related bodies corporate and affiliates, nor any of its directors, officers, partners, employees, representatives, agents or advisers (the Limited Parties) have authorised or caused the issue of this Retail Offer Booklet and they do not take responsibility for any statements made in this Retail Offer Booklet or any action taken by you on the basis of such information. To the maximum extent permitted by law, each Limited Party excludes and disclaims all liability for any expenses, losses, damages or costs incurred by you as a result of your participation in the Entitlement Offer and this information being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. None of the Limited Parties make any representation or warranties as to whether you or your related parties should participate in the Entitlement Offer, nor do they make any representations or warranties to you concerning this Entitlement Offer or any such information and you represent, warranty and agree that you have not relied on any statements made by the Underwriter or any of their respective related bodies corporate and affiliates or any of their respective directors, officers, partners, employees, representatives or agents in relation to the New Shares or the Entitlement Offer generally.

The Underwriter and their respective affiliates and related bodies corporate may also hold interests in the securities of MyState or earn brokerage, fees or other benefits from MyState. The engagement of the Underwriter by MyState is not intended to create any agency, fiduciary or other relationship between the Underwriter and the Ineligible Shareholders or any other investor.

4.7 Control effect of the Entitlement Offer

The potential effect of the issue of New Shares pursuant to the Entitlement Offer on control of MyState and the consequences of that effect will depend on a number of factors, including the current holdings of MyState Shareholders and the extent to which Eligible Shareholders take up New Shares under the Entitlement Offer.

MyState is a “financial sector company” for the purposes of the Financial Sector (Shareholdings) Act 1998 (Cth) (FSSA). The FSSA regulates the acquisition of interests in financial sector companies and, in particular, generally limits the “stake” that a person may have in a financial sector company to 20%, which, in turn is defined by reference to the direct control interests of the person and their associates (which is broadly defined). Accordingly, under the FSSA, without the Commonwealth Treasurer’s consent, the control of a shareholder in MyState will be limited to 20%.

As at the date of this Retail Offer Booklet, there are no substantial holders in the Company.

16 MyState Limited

MyState expects that the proposed Entitlement Offer will have a relatively small impact on control of MyState having regard to:

• a. the FSSA and the maximum “stake” of 20% that a person may hold in MyState;

• b. the fact there are no substantial holders in MyState as referred to above; and

• c. the offer ratio of 1: 6.6.

4.7.1 Director sub-underwriting

Director Miles Hampton has entered into a sub-underwriting agreement for up to 93,023 New Shares ($400,000).

Mr Hampton will not receive any sub-underwriting fees in respect of his sub-underwriting arrangements.

The maximum total shareholding of Mr Hampton following the Entitlement Offer has been calculated in the table below on the basis that Mr Hampton subscribes for his full Entitlement and receives up to his full sub-underwriting allocation.

	Current
	shareholding	Current	Entitlement and	Total shares held	Post Entitlement
	(including direct	interest in	sub-underwriting	post Entitlement	Offer interest in
Director	and indirect)	voting shares	commitment	Offer	voting shares*
Miles Hampton	780,156	0.80%	93,023	991,384	0.89%

*Assuming all shares under the Placement and Entitlement Offer are issued.

The Company intends to rely on ASX Listing Rule 10.12, exception 2 to permit Miles Hampton to sub-underwrite the Entitlement Offer. Accordingly, Shareholder approval under ASX Listing Rule 10.11 is not required.

Ineligible Shareholders are not entitled to participate in the Entitlement Offer and their percentage holding in MyState will be diluted.

4.8 Consents

Statements included in this Retail Offer Booklet, or any statement on which a statement in this Retail Offer Booklet is based, are not made by the directors, officers, employees, partners, agents and advisers of MyState, but by MyState itself.

To the maximum extent permitted by law each of these parties expressly disclaims and takes no responsibility for any statements in or omissions from this Retail Offer Booklet other than references to its name.

4.9 Governing law

This Retail Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the law applicable in New South Wales, Australia. Each Shareholder who applies for New Shares submits to the jurisdiction of the courts of New South Wales, Australia.

Retail Entitlement Offer 17

SECTION 4 IMPORTANT INFORMATION FOR SHAREHOLDERS

ELIGIBLE RETAIL SHAREHOLDER DECLARATIONS

In making your application for New Shares as part of the Retail Entitlement Offer, you will be making the declarations to MyState that you:

• have read and understand the Retail Offer Booklet and your personalised Entitlement and Acceptance Form in their entirety;

• agree to be bound by the terms of the Retail Entitlement Offer, the provisions of this Retail Offer Booklet, the constitution of MyState ;

• acknowledge the statement of risks in the “Key Risks” section of the Investor Presentation included in Annexure B of this Retail Offer Booklet and that investments in MyState are subject to risks;

• authorise MyState to register you as the holder of New Shares issued to you under this Retail Entitlement Offer;

• declare that all details on the Entitlement and Acceptance Form are complete, accurate and up to date;

• are over 18 years of age and that you have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form;

• accept that there is no cooling-off period under the Retail Entitlement Offer and that once MyState receives either your personalised Entitlement and Acceptance Form, your payment of Application Monies via BPAY[®] or both, that you may not withdraw or change your Application;

• agree to apply for and be issued with up to the number of New Shares shown on the Entitlement and Acceptance Form, or for which you have submitted payment of Application Monies via BPAY[®] , at the Issue Price of $4.30 per Share;

• authorise MyState, the Underwriter, the Registry and their respective related bodies corporate, affiliates, officers or agents, to do anything on your behalf necessary for the New Shares to be issued to you, including to act on instructions of the Registry upon using the contact details set out in the Entitlement and Acceptance Form;

• authorise MyState to correct any errors in your Entitlement and Acceptance Form or other forms provided by you;

• were the registered holder(s) at the Record Date of the Shares indicated on your Entitlement and Acceptance Form as being held by you on the Record Date;

• represent and warrant (for the benefit of MyState, the Underwriter and their respective related bodies corporate and affiliates) that you are not an Ineligible Shareholder and are otherwise eligible to participate in the Retail Entitlement Offer;

• acknowledge that the information contained in this Retail Offer Booklet and the Entitlement and Acceptance Form does not constitute investment advice, nor a recommendation that New Shares are suitable for you given your individual investment objectives, financial situation or particular needs;

• understand that this Retail Offer Booklet is not a prospectus and does not contain all of the information that you may require in order to assess an investment in MyState and is given in the context of MyState’s past and ongoing continuous disclosure obligations under the Corporations Act and the ASX Listing Rules;

• acknowledge that neither MyState, the Underwriter, nor any of their respective related bodies corporate, directors, officers, employees, agents, consultants or advisers, guarantee the performance of the New Shares offered under the Retail Entitlement Offer or the performance of MyState, nor do they guarantee the repayment of capital from MyState;

• acknowledge and agree that:

• determination of eligibility of investors for the purposes of the institutional or retail components of the Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of MyState and/or the Underwriter;

• each of MyState and the Underwriter, and each of their respective affiliates and related bodies corporate, and their respective directors, officer, employees, advisers, agents and intermediaries disclaim any duty or liability (including for negligence) in respect of that determination and the exercise or otherwise of that discretion, to the maximum extent permitted by law;

• represent and warrant that you are an Eligible Retail Shareholder and the law of any other jurisdiction does not prohibit you from being given the Retail Offer Booklet, the Entitlement and Acceptance Form, nor does it prohibit you from making an Application and you are otherwise eligible to participate in the Retail Entitlement Offer;

• represent and warrant that you are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent you hold Shares for the account or benefit of such person in the United States);

• understand and acknowledge that the Entitlements and the New Shares have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia. The Entitlements may not be taken up or exercised by persons in the United States or by persons who are acting for the account or benefit of, a person in the United States. Neither the Entitlements nor the New Shares may be offered, sold or resold in the United States except in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and the applicable securities laws of any state or other jurisdiction in the United States;

• are subscribing for or purchasing the Entitlements or the New Shares in an “offshore transaction” (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act;

18 MyState Limited

• have not and will not send this Retail Offer Booklet or the Entitlement and Acceptance Form, or copies thereof, or any other material relating to the Retail Entitlement Offer to any person in the United States or any other country outside Australia and New Zealand;

• if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are submitting the Entitlement and Acceptance Form has a registered address in Australia or New Zealand and is not in the United States and is not acting for the account or benefit of a person in the United States, otherwise satisfies the criteria of an Eligible Retail Shareholder and you have not sent this Retail Offer Booklet, the Entitlement and Acceptance Form or any information relating to the Retail Entitlement Offer to any such person;

• make all other representations and warranties set out in the Retail Offer Booklet; and

• agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Entitlement Offer and/or of your holding of Shares on the Record Date.

Retail Entitlement Offer 19

GLOSSARY

Defned Term	Meaning
Application	an application for New Shares under the Entitlement Offer.
Application Monies	monies received from an applicant in respect of their Application.
ASIC	Australian Securities and Investments Commission.
ASX	ASX Limited (ABN 98 008 624 691) and, where the context requires, the fnancial market that
	it operates (i.e., the Australian Securities Exchange).
ASX Announcement	the announcement released to ASX on 24 May 2021 in relation to the Entitlement Offer and
	annexed as Annexure A to this Retail Offer Booklet.
ASX Listing Rules	the listing rules of ASX.
Board	the board of directors of MyState Limited ACN 133 623 962.
Company or MyState	MyState Limited ACN 133 623 962.
Corporations Act	Corporations Act 2001(Cth).
Eligible Institutional	an Institutional Shareholder who has been invited to participate in the Institutional
Shareholder	Entitlement Offer.
Eligible Retail Shareholder	a Shareholder on the Record Date who:
	• has a registered address in Australia or New Zealand;
	• is not in the United States and is not acting for the account or beneft of a person in the
	United States (to the extent such person holds Shares for the account or beneft of such
	person in the United States);
	• was not invited to participate (other than as nominee, in respect of other underlying
	holdings) under the Institutional Entitlement Offer, and was not treated as an Ineligible
	Shareholder under the Institutional Entitlement Offer; and
	• is eligible under all applicable securities laws to receive an offer under the
	Entitlement Offer.
Eligible Shareholder	an Eligible Institutional Shareholder or an Eligible Retail Shareholder.
Entitlement	the entitlement to subscribe for 1 New Share for every 6.6 Shares held on the Record Date by
	Eligible Shareholders.
Entitlement and	the Entitlement and Acceptance Form accompanying this Retail Offer Booklet upon which an
Acceptance Form	Application can be made.
Entitlement Offer	means the offer of New Shares to Eligible Shareholders, as described in Section 1.1.
Exempt Investor	a person:
	1. offered securities in circumstances that do not need disclosure under Part 6D.2 because of
	subsections 708(8) to (12); or
	2. offered interests as a wholesale client (as defned in section 761G).
Ineligible Shareholder	a Shareholder that is not an Eligible Shareholder.
Institutional	the offer of New Shares to Eligible Institutional Shareholders and Institutional Investors, as
Entitlement Offer	described in Section 1.2.

20 MyState Limited

Institutional Investor	a person:
	1. in the case of a person with a registered address in Australia, who is an "exempt investor"
	as defned in ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84; or
	2. if outside Australia, to whom offers for issue of Shares may lawfully be made without
	the need for a lodged prospectus or other disclosure document or other lodgement,
	registration, fling with or approval by a governmental agency (other than one with which
	MyState is willing, in its absolute discretion, to comply).
Institutional Shareholder	a holder of Shares on the Record Date who is an Institutional Investor.
Investor Presentation	the investor presentation dated 24 May 2021 in relation to the Entitlement Offer and annexed
	as Annexure B to this Retail Offer Booklet.
Issue Date	means 28 June 2021 in respect of remaining New Share issued under the Entitlement Offer.
Issue Price	the issue price per New Share, being $4.30 per New Share.
New Share	a Share offered under the Entitlement Offer.
Placement	the placement to the Institutional Investor as announced on 24 May 2021.
Record Date	7:00pm (Sydney time) on 26 May 2021.
Registry	Computershare Investor Services Pty Limited ACN 078 279 277.
Retail Closing Date	5:00pm (Sydney time), 21 June 2021.
Retail Entitlement Offer	the offer of New Shares to Eligible Retail Shareholders, as described in Section 1.3.
Retail Offer Booklet	this booklet dated 31 May 2021, including the ASX Announcement and the Investor
	Presentation.
Retail Offer Period	the period from the date the Retail Entitlement Offer opens until the Retail Closing Date.
Share	a fully paid ordinary share in the capital of the Company.
Shareholder	the registered holder of a Share.
Underwriter	means Merrill Lynch Equities (Australia) Limited ACN 006 276 795.
Underwriting Agreement	the underwriting agreement between MyState and the Underwriter dated on or around
	24 May 2021, as described in section 4.6.
United States	United States of America, its territories and possessions, any state of the United States and
	the District of Columbia.
U.S. Securities Act	the U.S. Securities Act of 1933, as amended.

Retail Entitlement Offer 21

ANNEXURE A ASX ANNOUNCEMENT

==> picture [445 x 113] intentionally omitted <==

MyState announces capital raising of up to approximately $80m[1] to rapidly accelerate growth

Monday, 24 May 2021: MyState Limited is today announcing a capital raising which aims to raise up to approximately $80 million to rapidly accelerate its growth strategy.

MyState shares have been placed in a trading halt to enable the Placement to be completed, with trading expected to recommence on 26 May 2021.

MyState Chairman, Miles Hampton, said: “The capital raising will support the business to pursue a significant acceleration of its growth strategy. Since 2016, MyState has increased its home loan book by 43%. We now see an opportunity to build on that success and substantially increase our growth trajectory. This is important as it helps us to remain competitive and provide the services that our customers expect whilst improving shareholder value.

MyState has built a modern, scalable technology platform, upgraded its systems and processes, and has established a high calibre and high performing team. With the investments made in these areas we are targeting growth well ahead of system at reduced marginal cost, with the objective of creating significant incremental value for our shareholders.”

Managing Director and Chief Executive Officer, Melos Sulicich said: “Our focused and accelerated growth strategy builds on MyState’s strong financial position and leading customer NPS to access growth opportunities via a strong digital offering. We see significant opportunity in the current market to rapidly grow our business.

Our growth strategy is underpinned by four strategic priorities:

• Culture & Capability: Building on our high customer advocacy will further drive a culture of customer centricity and execution excellence.

• Customer Experience & Acquisition: Delivering a digital and intuitive customer experience by providing easy to access banking and wealth services.

• Distribution: A simple core product set distributed through expanded digital and third party channels.

• • Operations: Simplify, digitise and automate processes and create value through productivity improvements.”

The 2021 - 2025 strategy has the following objectives:

• Accelerated home loan and retail deposit growth over the medium term, while maintaining asset quality.

• Improved operating leverage (cost to income ratio) in line with business growth.

• ROE accretion as capital is deployed.

• Sustainable growth in EPS over the medium term.

In FY22 ROE and EPS expected to be diluted as capital is deployed and increased opex continues to deliver balance sheet growth.

• 1Up to approximately $80m equity raising comprising:

• $20m fully-underwritten institutional placement (Placement)

• 1 for 6.6 pro rata accelerated non-renounceable entitlement offer to raise gross proceeds of approximately $60 million (Entitlement Offer)

• Up to approximately 18.6 million new fully paid ordinary shares (New Shares) (equivalent to 20.2% of current issued capital)

22 MyState Limited

April 2021 YTD Trading Update

Financial performance for the 10-month period ended 30 April 2021 is well ahead of the prior comparative period.

Mr Sulicich said: “The results of this trading update reflect our continued focus on driving customer acquisition and investment in digital innovation, supported by our disciplined approach to managing operating expenses. The momentum we have seen is expected to continue with many of the underlying drivers to remain for the full financial year. Our digital transformation is delivering continuous improvement, further supporting our significant growth ambitions”.

Financial highlights for the 10-month period ended 30 April 2021[2] include:

• Net profit after tax increase of 17.1%.

• Earnings per share up 16.2%.

• Net interest margin of 1.96%, up 10bps.

• Cost to income ratio down 360bps.

• Return on average equity up 101bps to 10.47%.

FY21 guidance

MyState is on track to deliver growth in pre-provision operating profit of +11% to +14% over the prior year, and positive JAWS, notwithstanding an uplift in cost growth to support accelerated growth in FY22.

Mr Sulicich said: “Our financial results summarised in this trading update are a good indication of what the market can expect for FY21. I am also very confident in our updated strategy and as a trusted, respected and established digital challenger brand with demonstrated capability in execution and a strong balance sheet, we are well placed to continue delivering for our customers, shareholders and our people.”

Equity raising details

To further accelerate its growth strategies, MyState is undertaking a $20m fully-underwritten institutional placement ( Placement) and a partially underwritten 1 for 6.6 pro rata accelerated non-renounceable entitlement offer to raise gross proceeds of approximately $60 million ( Entitlement Offer ). The Entitlement Offer is underwritten to $30 million.

• The offer price for the Placement and Entitlement Offer of $4.30 per share ( Offer Price ), represents a: • 9.6% discount to the theoretical ex-rights price ( TERP ) of $4.76; and

• 11.3% discount to MyState’s last closing price of $4.85 on Friday, 21 May 2021.

The Placement and the Entitlement Offer will result in the issue of up to approximately 18.6 million new fully paid ordinary shares ( New Shares ) (equivalent to 20.2% of current issued capital). The New Shares issued under the Placement and the Entitlement Offer will rank equally with existing MyState shares as at their date of issue.

The Entitlement Offer is non-renounceable and rights are not transferrable and will not be traded on the ASX or other exchange.

Eligible shareholders who do not take up their entitlement under the Entitlement Offer in full or in part, will not receive any value in respect of those entitlements not taken up.

Placement

All shares offered under the Placement will be issued at the same price as New Shares issued under the Entitlement Offer ($4.30 per share). New Shares issued under the Placement do not have rights to participate in the Entitlement Offer.

Institutional Entitlement Offer

Eligible institutional shareholders will be invited to participate in the institutional component of the Entitlement Offer ( Institutional Entitlement Offer ). Under the Institutional Entitlement Offer, eligible institutional shareholders can choose to take up all, part or none of their entitlement. Entitlements not taken up under the Institutional Entitlement Offer and those that would otherwise have been offered to ineligible institutional

2 Unaudited management results. Financial performance figures compare FY April YTD 20 to FY April YTD 21 as the previous corresponding period (pcp). Balance sheet and capital figures compare 31 December 2020 as pcp.

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ANNEXURE A ASX ANNOUNCEMENT

shareholders will be offered to certain eligible institutional investors and existing eligible institutional shareholders through an institutional book build at the Offer Price.

Retail Entitlement Offer

Eligible retail shareholders in Australia or New Zealand may participate in the retail component of the Entitlement Offer ( Retail Entitlement Offer ), which opens on Monday 31 May 2021 and closes at 5.00pm (AEST) on Monday 21 June 2021.

Please note that shareholders outside Australia or New Zealand (among other criteria) are ineligible to participate in the Retail Entitlement Offer. Further details will be set out in the Retail Offer Booklet.

Dividend

All shares issued under the Placement and Entitlement Offer will qualify for the final dividend expected to be announced with our full year results in August. It is expected that the dividend will be no less than the first half dividend of 12.5cps.[3]

Retail Investor enquiries

For further information in regard to the Entitlement Offer, please do not hesitate to contact the Registry from 8.30am to 5.00pm (AEST) Monday to Friday on 1300 040 684 (callers within Australia) or +61 3 9415 4050 (callers outside Australia).

ENDS

Authorised

MyState Limited Board

Investor call

A briefing call will take place via audio webcast at 10:30am (AEST) on Monday, 24 May 2021.

Teleconference details

If you wish to join the investor teleconference you will need to pre-register at the link below. You will receive a calendar invite and a unique code which is to be quoted when dialling into the call.

• • https://s1.c conf.com/diamondpass/10014172 fup453.html

Investor Relations Media Relations Adrian Mulcahy Christie Thomas adrian.mulcahy@marketeye.com.au christie.thomas@mystate.com.au +61 438 630 422 +61 400 935 275

About MyState Limited

Registered Office: 137 Harrington Street, Hobart 7000

MyState Limited is the ASX-listed (MYS) non-operating holding company of the diversified financial services Group consisting of MyState Bank and TPT Wealth, a trustee and wealth management company. MyState Bank is regulated by the Australian Prudential Regulatory Authority. MyState Bank and TPT Wealth hold Australian Financial Services Licences issued by the Australian Securities and Investments Commission.

3 The amount of any dividend paid will be at the discretion of the Board and will depend on several factors, including (a) the recognition of profits and availability of cash for distributions; (b) the anticipated future earnings of the Company; and (c) when the forecast timeframe for capital demands of the business allows for a prudent distribution to Shareholders.

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NOTES

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NOTES

52 MyState Limited

CORPORATE DIRECTORY

MyState Limited ACN 133 623 962

Registered Office Level 2, 137 Harrington Street Hobart TAS 7000

Offer Information Line

1300 040 684 (within Australia) +61 3 9415 4050 (outside Australia)

Open between 8.30am and 5.00pm (Sydney time) Monday to Friday during the Retail Offer Period

Offer Website www.mystateoffer.com.au

Underwriter

Merrill Lynch Equities (Australia) Limited ACN 006 276 795 Level 34, Governor Phillip Tower 1 Farrer Place, Sydney NSW 2000

Legal Adviser

HWL Ebsworth Lawyers Level 14 Australia Square 264-278 George Street Sydney NSW 2000

Registry

Computershare Investor Services Pty Limited ACN 078 279 277 Yarra Falls 452 Johnston Street Abbotsford VIC 3067

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