NOUMI LIMITED — Capital/Financing Update 2018

Mar 15, 2018

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Freedom Foods Group Limited ( FNP )

ABN

41 002 814 235

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be Fully paid ordinary shares ( Shares ) issued

• 2 Number of[+] securities issued or to be In accordance with the ASX Announcement dated 16 issued (if known) or maximum number March 2018, up to approximately 41,695,996 fully paid which may be issued ordinary shares ( New Shares ) as follows:

• Approximately 20,835,000 New Shares to be issued pursuant to the Placement; and

• Approximately 20,860,996 New Shares to be issued pursuant to the Entitlement Offer.

Further details of the Placement and Entitlement Offer can be found on FNP’s ASX announcement relating to these offers dated 16 March 2018.

The exact number of New Shares to be issued and the exact breakdown of New Shares to be issued pursuant to the institutional and retail components of the Entitlement Offer is not known at the date of this Appendix 3B as it remains subject to take up under the Entitlement Offer and rounding of shareholder entitlements.

• See chapter 19 for defined terms.

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3 Principal terms of the[+] securities (e.g. if The New Shares will be issued on the same basis as all options, exercise price and expiry date; other existing Shares except for an entitlement to receive the dividend due to be paid on 30 April 2018. if partly paid[+] securities, the amount outstanding and due dates for payment; if[+] convertible securities, the conversion price and dates for conversion) 4 Do the[+] securities rank equally in all The New Shares will rank equally in all respects with existing Shares from their issue date. respects from the[+] issue date with an existing[+] class of quoted[+] securities? If the additional[+] securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $4.80 per New Share 6 Purpose of the issue The Placement and Entitlement Offer have been (If issued as consideration for the undertaken to fund FNP's growth strategy including: acquisition of assets, clearly identify  capital expenditure programs; and those assets)  to provide additional balance sheet flexibility for future growth opportunities. Please refer to the ASX Announcement and Investor Presentation lodged with ASX on 16 March 2018 for further details. 6a Is the entity an[+] eligible entity that has No obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder resolution N/A under rule 7.1A was passed 6c Number of[+] securities issued without N/A security holder approval under rule 7.1

• See chapter 19 for defined terms.

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6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation.	N/A
	N/A
	20,860,996 New Shares under the Entitlement Offer
	N/A

6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	N/A
	N/A
	New Shares to be issued under the Placement – 26 March 2018. New Shares to be issued under the institutional component of the Entitlement Offer – 26 March 2018. New Shares to be issued under the retail component of the Entitlement Offer – 12 April 2018.

8 Number and[+] class of all[+] securities quoted on ASX ( including the[+] securities in section 2 if applicable)

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Number +Class
After the Fully paid ordinary shares
Placement and
Entitlement
Offer, there will
be up to
approximately
243,352,300
Shares on issue.
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• See chapter 19 for defined terms.

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9 Number and+class of all+securities not quoted on ASX (_including_the+securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Part 2 - Pro rata issue 11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	Number +Class
	4,561,666 101,627 Employee Share Options CRPS
	N/A
	No
	Non-renounceable
	3 New Shares for every 29 Shares held as at the record date for the Entitlement Offer
	Fully paid ordinary shares
	7:00pm (AEDT) on 20 March 2018
	No
	Where fractions arise in the calculation of shareholders’ entitlements under the Entitlement Offer they will be rounded up to the next whole number of Shares.

• See chapter 19 for defined terms.

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18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting	FNP is not extending the Entitlement Offer to retail shareholders with registered addresses outside of Australia and New Zealand and to institutional shareholder outside of Australia, New Zealand, Germany, United Kingdom, Hong Kong, Norway, Singapore and Switzerland (i.e. ineligible foreign shareholders). A nominee (Pershing Australia Pty Ltd) has been appointed as the nominee to arrange the sale of New Shares that ineligible foreign shareholders would have been offered under the Entitlement Offer had they been eligible to participate. The Nominee will sell the New Shares and distribute the proceeds of sale (if any) less costs to the ineligible foreign shareholders.
	Institutional component of Entitlement Offer - 16 March 2018 Retail component of Entitlement Offer - 5 April 2018
	Veritas Securities Limited UBS AG, Australia Branch Arrovest PtyLtd(sub underwriter)
	Underwriting Fee of 1.0% of the total proceeds of the New Shares Management Fee of 1.0% of the total proceeds of the New Shares
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements in full through a broker? 31 How do security holders sell part of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date

No prospectus is being prepared in connection with the Placement or Entitlement Offer. A retail offer booklet and entitlement and acceptance forms will be sent to eligible retail shareholders on or about 22 March 2018. An investor presentation has been lodged with the ASX in relation to the institutional component of the Entitlement Offer as at today’s date.

New Shares to be issued under the Placement – 26 March 2018 New Shares to be issued under the institutional component of the Entitlement Offer – 26 March 2018 New Shares to be issued under the retail component of Entitlement Offer – 12 April 2018

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities

• ( tick one )

• (a) +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when

• See chapter 19 for defined terms.

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restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional +securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional[+] securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of +securities for which N/A +quotation is sought 39 +Class of +securities for which quotation N/A is sought

• See chapter 19 for defined terms.

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40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another +security, clearly identify that other +security)	N/A
	N/A

42 Number and+class of all+securities quoted on ASX (_including_the+securities in clause 38)	Number	+Class
	N/A

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

• See chapter 19 for defined terms.

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Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................................ Date: 16 March 2018 (CFO & Company secretary)

Print name: Campbell Nicholas

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

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Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insert number of fully paid [+] ordinary securities on 199,844,122
issue 12 months before the [+] issue date or date of
agreement to issue
Add the following: DRP Issued 1,319,515
• Number of fully paid [+] ordinary securities issued Entitlements Offer 20,860,996
in that 12 month period under an exception in
rule 7.2
• Number of fully paid [+] ordinary securities issued
in that 12month period with shareholder
approval
• Number of partly paid [+] ordinary securities that
became fully paid in that 12 month period
Note:
• Include only ordinary securities here – other
classes of equity securities cannot be added
• Include here (if applicable) the securities the
subject of the Appendix 3B to which this form is
annexed
• It may be useful to set out issues of securities on
different dates as separate line items
Subtract the number of fully paid [+] ordinary -
securities cancelled during that 12 month period
“A” 222,024,633
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 33,303,695

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued or Employee share options exercised 492,667 agreed to be issued in that 12 month period not Placement 20,835,000 counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

• “C” 21,327,667

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 Note: number must be same as shown in Step 2	33,303,695
Subtract“C” Note: number must be same as shown in Step 3	21,327,667
Total[“A” x 0.15] – “C”	11,976,028

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A”
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insert number of [+] equity securities issued
or agreed to be issued in that 12
month period under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as
separate line items
“E”
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• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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