OMG GROUP LIMITED — Capital/Financing Update 2021

Sep 19, 2021

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Forbidden Foods Limited ASX: FFF

ASX Announcement

20 September 2021

Share Purchase Plan

Melbourne, Australia – Forbidden Foods Limited (ASX: FFF) has today released its Share Purchase Plan Booklet and Application Form, offering Eligible Shareholders the opportunity to subscribe for up to $30,000 worth of New Shares without paying brokerage or other transaction costs.

The key dates for the Share Purchase Plan are as follows:

Event	Date
SPP Record Date	7:00pm (AEST) on Thursday, 9 September 2021
Announcement of Placement and SPP	Friday, 10 September 2021
Dispatch of SPP Booklet	Monday, 20 September 2021
SPP Offer opens	Monday, 20 September 2021
SPP Offer closes	Monday, 4 October 2021
Announcement of results of SPP	Monday, 4 October 2021
Issue of New Shares under the SPP and dispatch of holding statements	Wednesday, 6 October 2021
Trading of New Shares under the SPP	Thursday, 7 October 2021

This timetable is indicative. FFF reserves the right to vary these times and dates in its absolute discretion by sending a revised timetable to ASX. All times are Australian Eastern Standard Time (“AEST”).

The appended Share Purchase Plan Booklet contains the relevant information about the offer.

Authorised by,

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Adam Soffer

Company Secretary

Forbidden Foods Limited | ACN 616 507 334 | ASX:FFF

info@forbiddenfoods.com.au | www.forbiddenfoodsgroup.com

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IMPORTANT NOTICE AND DISCLAIMER

Forbidden Foods Limited ACN 616 507 334

This Booklet does not provide financial advice and has been prepared without taking into account any person’s investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the Share Purchase Plan having regard to your investment objectives, financial situation or particular needs.

Capitalised terms used in this Booklet have the meanings given to them in the Glossary.

Share Purchase Plan Booklet

This document is dated 20 September 2021.

This is an important document. Please read it carefully before making an investment decision in relation to the Share Purchase Plan.

If you have any questions in relation to how to participate in the Share Purchase Plan after reading this Booklet, please contact Automic Registry Services, the Company’s share registry, from 9.00am to 5.00pm AEST, Monday to Friday, on 1300 288 664 (toll free within Australia) or +61 2 9698 5414 (International).

If you have any questions in relation to whether an investment in Forbidden Foods Limited ( FFF ) through the Share Purchase Plan is appropriate for you, please contact your stockbroker, accountant or other professional adviser.

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The offer of New Shares under the Share Purchase Plan is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (“ Instrument 2019/547 ”), which grants relief from the requirement for the Company to provide prospectus disclosure in relation to the Share Purchase Plan. This Booklet is not a prospectus under Chapter 6D of the Corporations Act and has not been lodged with ASIC.

The laws of some countries prohibit or make impracticable participation in the Share Purchase Plan by certain overseas Shareholders. Shareholders who are not resident in Australia will not be able to participate in the Share Purchase Plan. The Share Purchase Plan does not constitute an offer of Shares for sale in any other jurisdiction.

United States

This Booklet may not be released or distributed in the United States. The New Shares have not been and will not be registered under the US Securities Act of 1933 (the “ Securities Act ”) or the securities laws of any state or other jurisdiction of the United States. The New Shares may not be offered, sold or otherwise transferred in the United States except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction in the United States.

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LETTER TO SHAREHOLDERS

Dear Shareholder

Forbidden Foods Limited Share Purchase Plan

On behalf of the Board, I am pleased to offer you the opportunity to apply for New Shares in the Company under a share purchase plan.

The SPP allows Eligible Shareholders the opportunity to subscribe for up to $30,000 worth of New Shares without paying brokerage or other transaction costs. The Company is seeking to raise a capped amount of $1,000,000 under the SPP. The SPP will not be underwritten.

Eligible Shareholders may apply under the SPP for New Shares in parcels with a dollar amount of $1,000, $2,500, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000. In the event that FFF receives applications in excess of the maximum amount sought to be raised under the SPP, it will scale back the applications on a pro rata basis to all participants, based on the number of New Shares applied for.

The New Shares will be issued under the SPP at the Offer Price of $0.24 (24 cents) per New Share, being the same price at which Shares were issued under the Company’s recent successful placement which raised approximately $5.5 million (before costs), announced to ASX on Friday, 10 September 2021 (“ Placement ”).

The terms and conditions of the SPP and your personalised Application Form are provided in this Booklet. You should read this Booklet in its entirety before deciding whether to participate in the SPP.

On 10 September 2021, FFF announced that it entered into an agreement to acquire 100% of the issued shares in Blue Dinosaur Pty. Ltd (“ Blue Dinosaur ”). Blue Dinosaur is a health focused protein bar, snack bar, energy bar and bites company targeting the active and health-conscious millennial demographic. We are excited to bring the vibrant Blue Dinosaur brand into our growing portfolio of plant-based and nutritious food products. Founded in 2011, the Australian based family business presents strong cultural alignment to FFF and will be transformative in nature as it allows us to elevate our revenue position and expand our position in the market. With over 8,000 sales outlets and exports to eight international markets, Blue Dinosaur’s established and diversified distribution footprint will give rise to significant cross sell opportunities for the Company and accelerate our growth profile in the markets in which we operate. DRAFT

We invite you to participate in the SPP and to continue to support FFF.

Yours sincerely

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Mark Hardgrave Chairman

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KEY DATES

Event	Date
SPP Record Date	7:00pm (AEST) on Thursday, 9 September 2021
Announcement of Placement and SPP	Friday, 10 September 2021
Dispatch of SPP Booklet	Monday, 20 September 2021
SPP Offer opens	Monday, 20 September 2021
SPP Offer closes	Monday, 4 October 2021
Announcement of results of SPP	Monday, 4 October 2021
Issue of New Shares under the SPP and dispatch of holding statements	Wednesday, 6 October 2021
Trading of New Shares under the SPP	Thursday, 7 October 2021

This timetable is indicative. FFF reserves the right to vary these times and dates in its absolute discretion by sending a revised timetable to ASX. All times are Australian Eastern Standard Time (“ AEST ”).

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KEY SPP INFORMATION

What is the SPP?

The SPP provides Eligible Shareholders with the opportunity to subscribe for up to $30,000 worth of New Shares without paying any brokerage or other charges.

How much will the Company raise under the SPP?

FFF is seeking to raise a maximum amount of $1,000,000 under the SPP.

What scale-back arrangements will apply?

In the event that FFF receives applications in excess of the maximum amount sought to be raised under the SPP (of $1,000,000), it will scale back the applications on a pro rata basis to all participants, based on the number of New Shares applied for.

What is the Offer Price of New Shares under the SPP?

The New Shares will be issued under the SPP at the Offer Price of $0.24 per New Share, which is the price at which shares were issued to investors under the Placement.

There is a risk that the market price of Shares may rise or fall between the Record Date, the date of this Booklet, the date on which a Shareholder makes a payment for New Shares or (if applicable) sends in an Application Form, and the time of issue of New Shares under the SPP. This means that the price you pay for the New Shares issued to you may be less than or more than the market price of Shares at the date of this Booklet or the time of issue of the New Shares.

Your application is unconditional and may not be withdrawn even if the market price of Shares is less than the Offer Price.

The current FFF share price can be obtained from the ASX (www.asx.com.au) and is listed in the financial and business section of major daily newspapers circulating in Australia.

Is the SPP underwritten?

No, the SPP will not be underwritten at the time the SPP offer is made, however the Company reserves the right to subsequently put in place an underwriting for the whole or part of the maximum amount of $1,000,000 to be raised.

How much can I invest under the SPP?

Eligible Shareholders may apply for a parcel of New Shares under the SPP in accordance with the application amounts set out below. The maximum investment amount under the SPP is $30,000 or 125,000 New Shares, subject to scale-back. In the event that FFF receives applications in excess of the maximum amount of $1,000,000 sought to be raised under the SPP, it will scale back the applications on a pro rata basis to all participants, based on the number of New Shares applied for.

The number of New Shares issued to an applicant will be rounded up to the nearest whole number after dividing the application monies by the Offer Price.

Application Amount	Number of New Shares
$1,000	4,167
$2,500	10,417
$5,000	20,833
$10,000	41,667
$15,000	62,500
$20,000	83,333
$25,000	104,167
$30,000	125,000

Am I an Eligible Shareholder?

Participation in the SPP is optional and is available exclusively to Shareholders who are registered holders of Shares at the Record Date with a registered address in Australia provided that such Shareholder is not in the United States, or acting for the account or benefit of a person in the United States (“ Eligible Shareholder ”).

The SPP is also being extended to Eligible Shareholders DRAFT who are Custodians for them to participate in the SPP on behalf of certain Eligible Beneficiaries (who are Australian residents and not in the United States, or acting for the account or benefit of a person in the United States) on the terms and conditions provided in this Booklet.

How do I apply and pay for New Shares?

Given the delays that have been experienced in domestic and international mail delivery as a result of the COVID-19 pandemic, the Company will not be accepting cheque or money order payments for the SPP.

Accordingly, if you wish to participate in the SPP, you must pay by BPAY[®] or EFT (Electronic Funds Transfer).

How to pay by BPAY[®] or EFT

Make payment by BPAY[®] or EFT as shown on the enclosed Application Form. To apply via BPAY[®] you must have an Australian bank account. If you apply via BPAY[®] or EFT there is no need to return the enclosed Application Form, but you will be taken to have made the statements and certifications that are set out in the Application Form and section 4 of the terms and conditions.

Payment must be received in cleared funds by no later than 5.00 pm (AEST) on Monday, 4 October 2021.

Can I pay with cash, cheque, money order or card?

No, cash, cheques, money orders and card payments will not be processed and will be returned to applicants.

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to and in accordance with the terms and conditions set out in this Booklet.

Do I have to participate in the SPP?

No, participation in the SPP is entirely voluntary.

If you do not wish to participate in the SPP, do nothing.

Can my offer under the SPP be transferred to a third party?

No, the offer cannot be transferred.

What are the rights attached to New Shares issued under the SPP?

New Shares issued under the SPP will rank equally with other fully paid ordinary shares of FFF as at the date of issue of the New Shares.

Where can I get more information on the SPP?

If you have questions in relation to how to participate in the SPP, please contact the Company’s share registry, Automic Registry Services, on 1300 288 664 (toll free within Australia) or +61 2 9698 5414 (International). If you have any questions in relation to whether an investment in FFF through the SPP is appropriate for you, please contact your stockbroker, accountant or other professional adviser.

What do I do if I am a Custodian?

The SPP is being extended to Eligible Shareholders who are Custodians (who are not in the United States, or acting for the account or benefit of a person in the United States) and who wish to apply for New Shares on behalf of certain Eligible Beneficiaries.

The SPP is being offered to Custodians as the registered Shareholder. Custodians are not required to participate on behalf of their Eligible Beneficiaries. Custodians may choose whether or not to extend the SPP to their Eligible Beneficiaries.

If you wish to apply as a Custodian under the SPP to receive New Shares for one or more Eligible Beneficiaries, you must complete and submit an additional Custodian Certificate before your application will be accepted. The Certificate can be obtained by contacting the Company’s share registry and the completed copy must be emailed to custodialcertificates@automicgroup.com.au . Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected. By applying as a Custodian on behalf of Eligible Beneficiaries to purchase New Shares, you certify (amongst other things) that each Eligible Beneficiary has not exceeded the $30,000 limit.

TERMS AND CONDITIONS OF THE SPP

1. SPP Offer

• 1.1 Forbidden Foods Limited (“ FFF ” or “ Company ”) offers Eligible Shareholders (defined in clause 2 below) the opportunity to purchase up to $30,000 worth of fully paid ordinary shares in FFF (“ New Shares ”) at an Offer Price per New Share as determined under clause 1.2 below, under the Share Purchase Plan (“ SPP ”), subject

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• 1.2 The “ Offer Price ” is $0.24 per New Share. The Offer Price represents a 14.6% discount to the 5-day volume weighted average price (“ VWAP ”) of shares on ASX as at close of trading on Tuesday, 7 September 2021 (the last trading day of the Shares before announcement of the SPP).

• 1.3 Each person who applies to participate in the SPP accepts the risk that the market price of Shares may change between the Record Date, the date of the SPP Offer, the date on which the applicant makes a BPAY[®] or EFT payment or sends in an Application Form (if applicable) and the date on which New Shares are issued to the applicant under the SPP. The effect of this is that the Offer Price may be higher or lower than the market price of Shares at any given time and that Shares could be bought on-market at a lower price than the Offer Price.

• 1.4 In these terms and conditions, the “ SPP Offer ” means the offer in clause 1.1.

• 1.5 Only persons who are Eligible Shareholders may participate in the SPP. If you are an Eligible Shareholder, your rights under the SPP Offer and the SPP are personal to you and cannot be transferred to another person.

• 1.6 Directors and employees of FFF who are Eligible Shareholders may participate in the SPP.

• 1.7 All references to $ or dollars in this booklet are references to Australian dollars unless indicated otherwise.

2. Eligible Shareholders

• 2.1 Subject to the remaining paragraphs of this clause 2, an “ Eligible Shareholder ” means a registered holder of FFF Shares as at the “ Record Date ” (being 7:00pm (AEST) on Thursday, 9 September 2021) whose address, as recorded in FFF’s register of members, is in Australia.

• 2.2 The SPP Offer is not made to Shareholders with registered addresses outside Australia. Option holders who did not exercise their options prior to the Record Date are not eligible to participate in the SPP in relation to those options.

2.3 The New Shares to be issued under the SPP have not been and will not be registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction in the United States. The New Shares may not be offered, sold or otherwise transferred 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. Accordingly, Shareholders who are located in the United States or who are, or are acting for the account or benefit of, persons in the United States, are not Eligible Shareholders and are not entitled to participate in the SPP.

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• 2.4 Shareholders who are joint holders of Shares are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder, and the certification in the Application Form by one joint holder will be taken to have been given by all joint holders.

• 2.5 Where a Custodian (as defined in Instrument 2019/547) is a registered holder of Shares on the Record Date and holds Shares on behalf of one or more persons with a registered address in Australia who is not in the United States, or acting for the account or benefit of a person in the United States (“ Eligible Beneficiaries ”), the SPP Offer is made to the Custodian and the Custodian has the discretion whether to extend the SPP Offer to the Eligible Beneficiaries. If you are a Custodian who wishes to apply for New Shares on behalf of an Eligible Beneficiary, FFF will not issue New Shares unless you submit an additional Custodian Certificate that contains further certifications and details (required by the terms of Instrument 2019/547). Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected.

• 2.6 Custodians must request a Custodian Certificate when making an application on behalf of Eligible Beneficiaries. To request a Custodian Certificate or further information about the custodian application process, please contact Automic Registry Services, the Company’s share registry, from 9.00am to 5.00pm (AEST) Monday to Friday on 1300 288 664 (toll free within Australia) or +61 2 9698 5414 (International).

A completed Custodian Certificate must be emailed to:

custodialcertificates@automicgroup.com.au

2.7 A Shareholder or Custodian will be ineligible to participate in the SPP if their participation would be in breach of Instrument 2019/547.

3 Application to Participate

Applying for New Shares

• 3.1 Participation in the SPP is optional.

• 3.2 Eligible Shareholders may participate in the SPP by applying to purchase a parcel of New Shares in the following amounts, up to a maximum amount of $30,000 per Eligible Shareholder:

• (a) $1,000 (4,167 New Shares);

• (b) $2,500 (10,417 New Shares);

• (c) $5,000 (20,833 New Shares);

• (d) $10,000 (41,667 New Shares);

• (e) $15,000 (62,500 New Shares);

• (f) $20,000 (83,333 New Shares);

• (e) $25,000 (104,167 New Shares); or

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3.3 If you are an Eligible Shareholder and wish to participate in the SPP, you must make payment by BPAY® or EFT in the appropriate amount in Australian dollars using:

• (a) for BPAY®: your customer reference number (which is required to identify your holding) and the biller code set out in your personalised Application Form; or

• (b) for EFT: your unique payment reference number (which is required to identify your holding), and the account name, BSB and account number set out on your personalised Application Form.

Your BPAY® or EFT payment must be received by FFF’s share registry by no later than 5.00 pm (AEST) on Monday, 4 October 2021. Receipt of your BPAY® or EFT payment will be taken by FFF as your application.

3.4 If an Eligible Shareholder has more than one holding, the Eligible Shareholder may not apply for New Shares with an aggregate value of more than $30,000 under the SPP. Accordingly, an Eligible Shareholder may only make an application for the maximum amount with respect to one holding.

• 3.5 You should be aware that your own financial institution may implement earlier cut off times for electronic payments and you should take this into consideration when making payment of application monies via BPAY[® ] or EFT. Your financial institution may have a set limit on the amount that you can pay via BPAY[® ] or EFT. It is your responsibility to ensure that the amount you wish to pay via BPAY[® ] or EFT is received by FFF’s share registry by 5.00 pm (AEST) on Monday, 4 October 2021.

If you make a payment via BPAY[®] or EFT you represent and warrant that the total of the application price for the following does not exceed $30,000:

• (a) the New Shares the subject of your application;

• (b) any other Shares issued to you under an arrangement similar to the SPP in the 12 months before the date of your application under the SPP;

• (c) any other New Shares which you have instructed a Custodian to acquire on your behalf under the SPP; and

• (d) any other Shares issued to a Custodian under an arrangement similar to the SPP in the 12 months before the date of your application for New Shares as a result of an instruction given by you to the Custodian or another Custodian and which resulted in you holding beneficial interests in such Shares, even though you may have received more than one offer or received offers in more than one capacity.

• (e) $30,000 (125,000 New Shares).

The number of New Shares issued to an applicant will be rounded up to the nearest whole number after dividing the application monies by the Offer Price.

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• 3.6 Given the delays that have been experienced in domestic and international mail delivery as a result of the COVID-19 pandemic, the Company’s share registry will not be accepting cash, cheque, money order or card payments for the SPP. Accordingly, Eligible Shareholders are only permitted to make payment for New Shares applied for under the SPP by BPAY[®] or EFT.

• 3.7 If you make your payment using BPAY® or EFT you do not need to return your Application Form, but are taken to make the certifications and representations described in the Application Form and section 4 of these Terms and Conditions.

FFF’s discretion with regard to applications

• 3.8 FFF may accept or reject any application under the SPP, including where:

• (a) your Application Form is incorrectly completed, incomplete or the application is otherwise determined by FFF to be invalid (if applicable);

• (b) you make your payment by cheque or money order;

• (c) the amount of your BPAY[®] or EFT payment is not equal to $1,000, $2,500, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000. If this occurs, FFF may either;

  • (i) refund in full your application monies and not allot any New Shares to you; or

  • (ii) allot you the number of New Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of your payment and refund to you the excess of your application monies;

• (d) it appears that you are applying to purchase more than $30,000 worth of New Shares in aggregate (including as a result of any Shares you hold directly, jointly or through a Custodian or nominee arrangement);

• (e) your BPAY[®] or EFT payment is received after 5.00 pm (AEST) on Monday, 4 October 2021;

• (f) payment of the application monies is not submitted in Australian currency; or

• (g) FFF reasonably believes that you are not eligible to participate in the SPP (subject to compliance with any applicable ASIC or ASX requirements).

Refund

• 3.9 If you are entitled to a refund of all or any of your application monies the refund will be paid to you, without interest, as soon as is practicable:

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• (b) by returning your Application Form (if applicable) and cheque or money order, if not processed, to your registered address as recorded in FFF’s register of members.

• 3.10 Any amount under $2.00 will not be refunded.

Effect of Making an Application

4.

If you submit a BPAY[®] or EFT payment or complete and return an Application Form you:

• (a) warrant that you are an Eligible Shareholder and are eligible to participate in the SPP;

• (b) are deemed to have accepted the SPP Offer and you irrevocably and unconditionally acknowledge and agree to the terms and conditions of the SPP and the terms of the Application Form and agree not to do any act or thing that would be contrary to the spirit, intention or purpose of the SPP;

• (c) acknowledge that your application will be irrevocable and unconditional;

• (d) agree to pay the Offer Price per New Share up to the maximum of:

  • (i) the value you have selected on the Application Form; or

  • (ii) the maximum value of your BPAY® or EFT payment;

• (e) certify and represent to FFF that you have not directly or indirectly, including through a Custodian, applied for more than $30,000 worth of New Shares;

• (f) certify that the total of the application price for the following does not exceed $30,000:

  • (i) the New Shares the subject of your application;

  • (ii) any other Shares issued to you under an arrangement similar to the SPP in the 12 months before the date of your application under the SPP;

  • (iii) any other New Shares which you have instructed a Custodian to acquire on your behalf under the SPP; and

  • (iv) any other Shares issued to a Custodian under an arrangement similar to the SPP in the 12 months before the date of your application for New Shares as a result of an instruction given by you to the Custodian or another Custodian and which resulted in you holding beneficial interests in such Shares, even though you may have received more than one offer or received offers in more than one capacity;

• (a) by direct credit to your nominated bank account (as recorded by FFF’s share registry) or, if permitted, cheque; or

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• (g) accept the risk associated with any refund that may be sent to your address (as shown on FFF’s register of members) or to your nominated bank account (as recorded by FFF’s share registry);

• (B) together with your Application Form, are not a financial product or investment advice nor a recommendation that the New Shares are suitable for you and have been prepared without taking into account your investment objectives, financial situation or particular needs; and

• (h) acknowledge that no interest will be paid on any application monies held pending the allotment of New Shares or subsequently refunded to you for any reason;

• (r) to the extent permitted by any applicable law, FFF is not liable for any exercise of its discretions referred to in this document and these Terms and Conditions.

• (i) acknowledge that neither FFF nor its share registry has provided any investment advice or financial product advice and that neither of them has any obligation to provide this advice in relation to your consideration as to whether or not to participate in the SPP;

5. Scale-Back and SPP Offer Size

FFF is seeking to raise a maximum of $1,000,000 under the SPP. In the event that FFF receives applications in excess of this amount, it will scale back the applications on a pro rata basis to all participants, based on the number of New Shares applied for.

• 5.1

• (j) acknowledge that FFF (and each of its officers and agents) is not liable for any consequences of the exercise or nonexercise of its discretions referred to in these terms and conditions;

• (k) acknowledge that the New Shares to be 5.2 issued under the SPP have not, and will not be, registered under the U.S. Securities Act or the securities laws of 5.3

• any other jurisdiction outside Australia and, accordingly, the New Shares to be issued under the SPP may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or in a transaction not 5.4 subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws; DRAFT

If there is a scale-back you may receive less than the parcel of New Shares for which you have applied.

If a scale-back produces a fractional number of New Shares when applied to your parcel, the number of New Shares you will be allotted will be rounded up to the nearest whole number of New Shares.

If there is a scale-back, the difference between the application monies received from you, and the number of New Shares allocated to you multiplied by the Offer Price, will be refunded to you in accordance with clause 3.9.

• (l) agree not to send this Booklet or any other material relating to the SPP to any person in the United States or any other country outside Australia;

The New Shares

6.

New Shares issued under the SPP will rank equally in all respects with existing Shares quoted on the ASX, with the same voting rights, dividend rights and other entitlements.

• 6.1

• (m) agree to be bound by FFF’s constitution;

• n) authorise FFF (and each of its officers and agents) to correct any error in, or omission from, the Application Form and complete the Application Form by inserting any missing details (if applicable);

FFF will apply for the New Shares issued under the SPP to be quoted on the ASX.

• 6.2 7.

No Transaction Costs

Eligible Shareholders who participate in the SPP will not pay any brokerage, commissions or other transaction costs in respect of the issue and allotment of New Shares.

• (o) acknowledge that FFF may at any time irrevocably determine that your application is valid, in accordance with the terms and conditions of the SPP, even if the Application Form is incomplete, contains errors or is otherwise defective (if applicable);

Timetable

8.

The timetable for the key events relating to the SPP is as set out in the Key Dates section of this Booklet (“ Timetable ”). FFF may, at its discretion, vary any of the dates in the Timetable or in these terms and conditions by lodging a revised timetable with the ASX.

• (p) are responsible for any dishonour fees or other costs FFF may incur in presenting a cheque that is dishonoured (if applicable);

9. Dispute Resolution

• (q) this document and these Terms and Conditions:

FFF may settle in any manner it thinks fit, any difficulties, anomalies or disputes that may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application. Any determinations by FFF will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates.

• (A) are not a prospectus and do not purport to contain all of the information that an investor may require to make an investment decision;

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FFF’s rights may be exercised by its board or any delegate of the board.

10. Variation, Suspension and Termination

• 10.1 FFF may at its discretion and at any time:

• (a) vary, suspend or terminate the SPP. If FFF does this, it will make an announcement to the ASX. Failure to notify Shareholders of variations to or the suspension or termination of the SPP will not invalidate the variation, suspension or termination; and

• (b) to the extent permitted by law, waive compliance with any provision of the SPP or these terms and conditions.

• 10.2 FFF reserves the right to issue no New Shares under the SPP or fewer New Shares under the SPP than applied for under the SPP at its complete discretion, including if FFF believes the issue of those New Shares would contravene ASIC requirements or policy, any law or any ASX Listing Rule. In the event that FFF receives applications for New Shares in excess of $1,000,000, the scale-back policy in clause 5.1 of these SPP terms will apply.

Instrument 2019/547 compliance

11.

• 11.1 The SPP is offered in compliance with Instrument 2019/547. Instrument 2019/547 provides relief from the requirement for FFF to provide prospectus disclosure in relation to the SPP. This booklet is not a prospectus under the Corporations Act.

• 11.2 Instrument 2019/547 also provides relief to allow clients of second or subsequent level Custodians to participate in the SPP. Any additional or varied ASIC requirements in the class order will apply to participation on behalf of such clients.

12. Governing Law

• These SPP terms and conditions are governed by the laws in force in Victoria. Any dispute arising out of, or in connection with, these terms and conditions, or the SPP Offer, will be determined by the courts of Victoria. By accepting the SPP Offer, you agree to submit to the non-exclusive jurisdiction of the courts in Victoria. Other terms and conditions, rights and obligations of New Shares are contained in the constitution of the Company. The terms and conditions of the SPP prevail to the extent of any inconsistency with the Application Form.

GLOSSARY

The following terms apply throughout this Booklet unless the context requires otherwise.

Defined term	Meaning
Application Form	your personalised application form enclosed with this Booklet.
ASIC	Australian Securities and Investments Commission.

DRAFT	Defined term	Meaning
	ASX	ASX Limited or the market operated by it, as the context requires.
	ASX Listing Rules	the listing rules of ASX.
	Beneficiary	a person on whose behalf a Custodian is holding Shares on the Record Date.
	Booklet	this booklet, which sets out the terms of the SPP Offer.
	CompanyorFFF	Forbidden Foods Limited ACN 616 507 334.
	Corporations Act	the_Corporations Act 2001_ (Cth).
	Custodian	a custodian as defined in paragraph 4 of Instrument 2019/547.
	Custodian Certificate	a certificate complying with subparagraph 8(3) of Instrument 2019/547.
	Eligible Beneficiary	as defined in section 2.5 of the terms and conditions.
	Eligible Shareholder	Shareholders who are registered holders of Shares at the Record Date with a registered address in Australia, provided that such Shareholder is not in the United States, or acting for the account or benefit of a person in the United States.
	EFT	electronic funds transfer.
	Instrument 2019/547	ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547.
	New Share	a Share to be issued (at the Offer Price) to successful applicants under the SPP Offer.
	Offer Price	the price per New Share as determined under clause 1.2 of the terms and conditions.
	Placement	the placement of Shares to sophisticated and professional investors announced by the Company on Friday, 10 September 2021 which will raise approximately $5.5 million before the costs of the placement.
	Record Date	7.00pm (AEST) on Thursday, 9 September 2021.

9

Defined term	Meaning
Share	a fully paid ordinary share in FFF.
Shareholder	a registered holder of Shares.

Defined term	Meaning
SPP	as defined in clause 1.1 of the terms and conditions.
SPP Offer	as defined in clause 1.4 of the terms and conditions.

DRAFT

10

All Registry Communication to:

==> picture [127 x 55] intentionally omitted <==

Forbidden Foods Limited | ACN 616 507 334

[EntityRegistrationDetailsLine1Envelope] [EntityRegistrationDetailsLine2Envelope] [EntityRegistrationDetailsLine3Envelope] [EntityRegistrationDetailsLine4Envelope] [EntityRegistrationDetailsLine5Envelope] [EntityRegistrationDetailsLine6Envelope]

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

SRN/HIN: [HolderNumberMasked]

ASX Code: FFF

Record Date: 7:00pm (AEST) on 9 September 2021

[ReplaceNoImages] SHARE PURCHASE PLAN APPLICATION FORM IMPORTANT: CLOSING DATE 5:00PM (AEST) ON MONDAY, 4 OCTOBER 2021 (UNLESS VARIED)

1: APPLICATION

Forbidden Foods Limited ( Company ) is offering its Eligible Shareholders the opportunity to purchase up to A$30,000 worth of New Shares in the Company by way of a Share Purchase Plan ( SPP ), without paying brokerage or other transaction costs. The Company is seeking to raise a capped amount of $1,000,000 under the SPP. The New Shares will be issued under the SPP at the Offer Price of A$0.24 (24 cents) per New Share.

Capitalised terms used but not defined in this Application Form have the meaning given to them in the Offer Booklet accompanying this form.

Eligible Shareholders may apply for any one of the following parcels described below:

Application Amount	Number of Shares	Application Amount	Number of Shares
A$1,000	4,167	A$15,000	62,500
A$2,500	10,417	A$20,000	83,333
A$5,000	20,833	A$25,000	104,167
A$10,000	41,667	A$30,000	125,000

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

	Option A – BPAY	Option A – BPAY	Option B – Electronic Funds Transfer (EFT)
		Biller Code:329474	The unique PAYMENT REFERENCE which has been assigned to your Application is: FFF[HolderId]
		Ref No:[BPayCRN]	Funds are to be deposited directly to following bank account: Account name: Automic Pty Ltd Account BSB: 036011
	Contact your financial institution to make your payment from		Account number:607216
	your cheque or savings account.		Swift Code: WPACAU2S
	Note:You do not need to return this form if you have made payment via BPAY®. Your BPAY® reference number will		IMPORTANT: You must quote your unique payment reference as your payment reference/ description when processing your EFT payment.
	process your payment for your application for New Shares		Failure to do so may result in your funds not being allocated to your
	electronically.		application and Shares subsequently not issued.
			Note:You do not need to return this form if you have made payment via
			EFT. Your unique reference number will process your payment for your application for New Shares electronically.

3: RETURN THE APPLICATION FORM - Elect to be an e-Shareholder & Provide your banking details Return to our Share Registry by email to corporate.actions@automicgroup.com.au

Telephone Number																							Contact Name (PLEASE PRINT)												FFF[HolderId]
	(		)
Email Address
	BSB									Account Number												Name of Australian					Bank / Financial Institution
				-
	Name in which account is held (e.g. John Smith)

FOR009_2100170_068.DOCX

INSTRUCTIONS FOR COMPLETION OF THIS FORM

The right to participate in the offer under the SPP is optional and is available exclusively to Shareholders who are registered as holders of Shares in the Company as at the Record Date with a registered address in Australia provided that such Shareholder is not in the United States, or acting for the account of benefit of a person in the United States ( Eligible Shareholders ).

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

HOW TO APPLY FOR SHARES UNDER THE SPP

1 Application

As an Eligible Shareholder, you can apply for New Shares in parcels valued at a minimum of $1,000 and up to a maximum of $30,000 in parcels of $1,000, $2,500, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000 (subject to scale back on the terms set out in the Offer Booklet).

In order to comply with ASIC Instrument 2019/547, the maximum value of New Shares each eligible Shareholder (irrespective of the size of their Shareholding) may apply for under the SPP is A$30,000 (including through joint holding(s), multiple share accounts or any holding in which they have a beneficial interest/s). This limit will apply even if you receive more than one offer from the Company (for example, because you are a joint holder of Shares or because you hold more than one Shareholding under separate share accounts).

If the Company receives an amount that does not equal one of the amounts specified overleaf the Company may accept the payment at their discretion and refund any excess Application money (without interest) to the Eligible Shareholder. If the Company receives a subscription of over A$30,000 worth of New Shares by a Shareholder through multiple applications or joint holdings, the Company may refund any excess application money (without interest) to the Eligible Shareholder.

No fractions of Shares will be issued. If the calculation produces a fractional number, the number of New Shares issued will be rounded up to the nearest whole New Share.

2 Payment

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

Payment by EFT: You can make a payment via Electronic Funds Transfer “EFT”. Applicants should be aware of any associated fees with processing a funds transfer. Please ensure you use your unique payment reference number located on the reverse page. This will ensure your payment is processed correctly to your application electronically.

Applicants should be aware of their financial institution’s cut-off time (the payment must be made to be processed overnight) and it is the Applicant’s responsibility to ensure funds are submitted correctly by the closing date and time. You do not need to return this form if you have made payment via BPAY® or EFT. Your BPAY® reference number or unique payment reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such New Shares for which you have paid.

The Company and the Share Registry accept no responsibility for delayed or misdelivered Application Forms or payments.

• 3 Contact Details & Elect to be an e-Shareholder

As a valued Shareholder in Forbidden Foods Limited, you can help minimise the costs of printing and mailing by electing to receive all Shareholder communications electronically. This will ensure you receive all future important Shareholder communications in a faster and more secure way.

* In the event a payment refund is required, payments will be made via Direct Credit into a nominated financial institution account for all Australian Shareholders.

Please enter your details and return to our Share Registry by email to corporate.actions@automicgroup.com.au.

IMPORTANT INFORMATION

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

2. If you do not wish to purchase New Shares under the SPP, there is no need to take action.

3. Please ensure you have read and understood the terms and conditions of the SPP in the Offer Booklet accompanying this Application Form and this section entitled "Important Information" before making payment by BPAY® or EFT.

4. The offer for New Shares under the SPP is non-renounceable. Applications can only be accepted in the name printed on the Application Form.

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

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

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

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

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

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

11. Applicants are not assured of receiving the New Shares for which they have applied as the Company may scale back applications on the terms set out in the Offer Booklet.

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

13. you wish to apply for New Shares under the SPP as indicated on this Application Form;

14. you have read and understood the terms and conditions of the SPP;

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

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

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

18. By making payment of application monies, or completing and returning this Application Form, you are taken to make the certifications and representations described in section 4 of the Offer Booklet.

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

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

FOR009_2100170_068.DOCX