READCLOUD LIMITED — Share Issue/Capital Change 2018

Sep 23, 2018

ASX Announcement

24 September 2018

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ACN 136 815 891 ABN 44 136 815 891

Level 1, 426 Glen Huntly Road, Elsternwick, Victoria, 3185

Contact:

Phone: +61 3 9692 7222 Email: contact@readcloud.com

Board of Directors:

Paul Collins, Non- Exec Chairman Lars Lindstrom, Managing Director Darren Hunter, Executive Director Guy Mendelson, Non-Exec Director

Company Secretary:

Section 708A Cleansing Statement and Appendix 3B

This notice is given by ReadCloud Limited ( Company ) under Section 708A(5)(e) of the Corporations Act 2001 (Cth) ( Corporations Act ).

The Company hereby confirms that:

• (a) the Company has issued 1,875,000 fully paid ordinary shares (Shares) at a nil issue price per Share, pursuant to vesting condition for Tranche 1 Class B Performance Rights being satisfied prior to the expiry date and pursuant to the Plan. Shares will be subject to Disposal Restrictions until expiry of a 24-month escrow to 6 February 2020.

• (b) the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

• (c) the Company is providing this notice under paragraph 5(e) of section 708A of the Corporations Act;

• (d) as at the date of this notice the Company, as a disclosing entity under the Corporations Act, has complied with:

Melanie Leydin

• a. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

Securities on Issue:

RCL: 87,500,000 ordinary shares RCLO: 15,000,000 options

Website:

• b. section 674 of the Corporations Act as it applies to the Company; and

• (e) as at the date of this announcement, there is no excluded information of the type referred to in Sections 708A(7) and 708A(8) of the Corporations Act.

https://www.readcloud.com/

FOR FURTHER INFORMATION, PLEASE CONTACTS:

Melanie Leydin, Company Secretary +61 3 9692 7222

Appendix 3B New issue announcement

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

Name of entity

Readcloud Limited

ABN

44 136 815 891

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 issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	(a) Ordinary Fully Paid Shares ASX escrowed to 6 February 2020 (b) Unlisted Options
	(a) 1,875,000 (b) 360,000
	(a) The Ordinary Fully Paid Shares (Shares) have been issued pursuant to the vesting of Performance Rights under the Company’s Long-Term Incentive Plan (Plan). The shares will be subject to Disposal Restrictions until expiry of a 24 month escrow to 6 February 2020. (b) Unlisted options exercisable at $0.41 (41 cents) each, expiring on 17 July 2022

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the+securities rank equally in all respects from the date of allotment 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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has 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 under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	(a) Yes (b) No. However fully paid ordinary shares issued pursuant to conversion of options will rank in all respects pari passu with existing shares at the date of issue.
	(a) Nil (b) Nil
	(a) Issue of Ordinary Fully Paid Shares pursuant to vesting condition for Tranche 1 Class B Performance Rights being satisfied prior to the expiry date and pursuant to the Plan. (b) Issue of unlisted options to an Employee of the Company in pursuant to the terms of their Employment Agreement
	No
	N/A
	Nil
	Nil

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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. 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 Dates of entering +securities into uncertificated holdings or despatch of certificates	Nil
	(a) 1,875,000 Fully Paid Ordinary Shares (b) 360,000 Unlisted Options
	N/A
	N/A
	Listing Rule 7.1 13,125,000 Listing Rule 7.1A - TOTAL 13,125,000
	21 September 2018

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Appendix 3B New issue announcement

8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)	Number	+Class
	43,925,091 15,000,000	Fully paid ordinary shares Options exercisable at $0.30 (30 cents) each, expiring 30 November 2020
	Number	+Class
	43,574,909 7,500,000 1,666,663 3,333,332 375,000 225,000	Fully paid ordinary shares subject to ASX escrow for 24 months to 6 February 2020 Performance Rights subject to 24 months escrow to 6 February 2020 Options exercisable at $0.30 (30 cents) each, expiring 30 November 2020, subject to ASX escrow to 1 February 2019 Options exercisable at $0.30 (30 cents) each, expiring 30 November 2020, subject to ASX escrow 7 February 2020 Unlisted options, exercisable at $0.20 (20 cents) each, expiring 7 February 2021 Unlisted options, exercisable at $0.20 (20 cents) each, expiring 7 February 2022

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	240,000 120,000 300,000 360,000	Unlisted options, exercisable at $0.33 (33 cents) each, expiring 21 March 2021 Unlisted options, exercisable at $0.33 (33 cents) each, expiring 27 March 2021 Unlisted options, exercisable at $0.33 (33 cents) each, expiring 7 May 2022 Unlisted options, exercisable at $0.41 (41 cents) each, expiring 17 July 2022
	N/A

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities N/A will be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different N/A registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements N/A in relation to fractions

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

18 Names of countries in which the entity has+security holders who will not be sent new issue 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 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement 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)	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

30 How do[+] security holders sell N/A their entitlements in full through a broker?

31 How do[+] security holders sell N/A part of their entitlements through a broker and accept for the balance? 32 How do[+] security holders dispose N/A of their entitlements (except by sale through a broker)? 33 +Despatch date N/A

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 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)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the+securities rank equally in all respects from the date of allotment 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) 42 Number and +class of all +securities quoted on ASX (_including_the securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

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.

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 not available now, 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.

Sign here:

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Date: 21 September 2018

Print name: Melanie Leydin (Company Secretary)

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

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

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	80,000,000
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month 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	1,875,000 Shares – 27 March 2018 1,875,000 Shares - 28 May 2018 1,875,000 Shares - 8 August 2018 1,875,000 Shares - 21 September 2018
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	-
“A”	87,500,000

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	13,125,000
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not 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”	-
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	13,125,000
Subtract“C” Note: number must be same as shown in Step 3	-
Total[“A” x 0.15] – “C”	13,125,000 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

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” -

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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.

Appendix 3B Page 13

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