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

Stokes Limited

ABN

004 554 929

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 tobe issued	UnsecuredConvertibleNotes("Convertible Notes")
2	Number of +securities issued ortobeissued(ifknown)ormaximum number which maybe issued	Uptoapproximately7,287,820convertiblenotesaretobeissued(subjecttorounding)undertheentitlement offer announced to ASX on26May 2014

+ See chapter 19 for defined terms.

3	Principal terms of the +securities(e.g.if options, exercise priceand expiry date; if partly paid+securities,theamountoutstanding and due dates for+convertiblepayment;ifsecurities, the conversion priceand dates for conversion)	Convertible Notes to be issued at a priceof $0.35 each with a Maturity Date of 30June 2017.Each Convertible Note isconvertible into one ordinary fully paidshare(subjecttoadjustmentinaccordancewiththetermsoftheConvertible Notes.In addition, theCompany undertakes to issue one $0.352019optionforeverytwoordinarysharesissueduponconversionofaConvertible Note.Interest (to accrue daily and be payablequarterly in arrears) will be payable onthe Convertible Notes at 10% p.a.TheNotes are redeemable at Maturity or inthe event of default (subject to certainconditions).EarlypaymentoftheConvertible Notes is not permitted.Forfurtherdetails,refertotheCompany'sProspectusdated26May2014
4	Do the +securities rank equallyin all respects from the +issuedate with an existing +classofquoted +securities?If the additional +securities donot rank equally, please state:•the date from which they do•the extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest payment•the extent to which they donot rank equally, other thaninrelationtothenextdividend,distributionorinterest payment	No.Subject to approval being granted byASX,itisexpectedthatOfficialQuotationandtradingoftheConvertible Notes will commence onASX on a normal basis on 24 June2014The Notes do not confer any dividendrights.
5	Issue price or consideration	$0.35 per Convertible Note.

6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	To raise funds to be utilised primarily asfollows:•fund the expansion of the StokesTechnologies Division;•repaymentofexistingdebtassociated with recent expansion andsales activities;•generalworkingcapitalpurposes;and•costs associated with the entitlementissue.
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i	Not applicable
6b	The date the security holderresolution under rule 7.1A waspassed	Not applicable
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	Not applicable
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	Not applicable
6e	Number of +securities issuedwith security holder approvalunderrule7.3,oranotherspecific security holder approval(specify date of meeting)	Not applicable
6f	Number of +securities issuedunder an exception in rule 7.2	Not applicable
6g	If +securities issued under rule7.1A, was issue price at least 75%of 15 day VWAP as calculatedunder rule 7.1A.3?Include the+issue date and both values.Include the source of the VWAPcalculation.	Not applicable

+ See chapter 19 for defined terms.

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.

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)
10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Not applicable

23 June 2014

Number +Class 29,151,281 7,287,820 Fully paid Ordinary Shares Convertible Notes at $0.35 each convertible on or before 30 June 2017 Number +Class Nil

Not applicable

Not applicable

Part 2 - Pro rata issue

11	Issecurityholderapprovalrequired?	No
12	Is the issue renounceable or nonrenounceable?	Non-renounceable
13	Ratio in which the +securitieswill be offered	One new Convertible Note for everyfour shares held
14	+Class of +securities to which theoffer relates	ConvertibleNotesareofferedtoholders of ordinary shares only.
15	+Recorddatetodetermineentitlements	2 June 2014
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	No
17	Policy for deciding entitlementsin relation to fractions	Fractional entitlements will be roundedup
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocuments	All countries other than Australia andNew Zealand
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19	Closingdateforreceiptofacceptances or renunciations	17June 2014

+ See chapter 19 for defined terms.

20	Names of any underwriters	JM Financial Group Ltd ACN 007 364 132
21	Amount of any underwriting feeor commission	$127,000(5%oftheUnderwrittenAmount)
22	Names of any brokers to theissue	Not applicable

23	Fee or commission payable to thebroker to the issue	Not applicable
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	Not applicable
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	Not applicable
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	5 June 2014
27	If the entity has issued options,andthe terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	Not applicable
28	Date rights trading will begin (ifapplicable)	Not applicable
29	Date rights trading will end (ifapplicable)	Not applicable

30	How do security holders selltheir entitlements in full througha broker?	Not applicable
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	Not applicable

+ See chapter 19 for defined terms.

32 How do security holders dispose of their entitlements (except by sale through a broker)?

Not applicable

33 +Issue date 23 June 2014

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

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

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 +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) Number +Class 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

+ See chapter 19 for defined terms.

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 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.

Sign here: ......... Date: .......26/05/2014.................. (Director/Company secretary)

Print name: ...Con Scrinis......................................................

+ See chapter 19 for defined terms.

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

Rule 7.1 –Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
Insert number of fully paid +ordinarysecurities on issue 12 months before the+issue date or date of agreement to issue
Add the following:
Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2
Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approval
Number of partly paid +ordinary•securities that became fully paid in that12 month period
Note:•Include only ordinary securities here –other classes of equity securities cannotbe added•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod
"A"

+ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15
	[Note: this value cannot be changed]
Multiply "A" by 0.15
Step 3: Calculate "C", the amount of placement capacity under rule7.1 that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:
•Under an exception in rule 7.2
•Under rule 7.1A
•With security holder approval under rule7.1 or rule 7.4
Note:•This applies to equity securities, unlessspecifically excluded – not just ordinarysecurities•Include here (if applicable) the securitiesthe subject of the Appendix 3B to whichthis form is annexed•It may be useful to set out issues ofsecurities on different dates as separateline items
"C"
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15
Note: number must be same as shown inStep 2
Subtract "C"
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"
	[Note: this is the remaining placementcapacity under rule 7.1]

+ See chapter 19 for defined terms.

Part 2

Rule 7.1A –Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placementcapacity is calculated
"A"
Note: number must be same as shown inStep 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 rule7.1A that has already been used
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod under rule 7.1ANotes:•This applies to equity securities – notjust ordinary securities•Include here – if applicable – thesecurities the subject of the Appendix3B to which this form is annexed•Do not include equity securities issuedunder rule 7.1 (they must be dealt within Part 1), or for which specific securityholder approval has been obtained•It may be useful to set out issues ofsecurities on different dates as separateline items
"E"

+ See chapter 19 for defined terms.

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

+ See chapter 19 for defined terms.

Convertible Notes Trust Deed

Stokes Limited (Company)

Australian Executor Trustees Limited (Trustee)

Level 12 575 Bourke Street Melbourne Vic 3000 Tel: +61 3 9628 4100 Fax: +61 3 9620 0711 Reference: LDM:2140438:TER www.logielaw.com

2140438_045.doc

Details		4
	General terms	4
1.	Definitions and interpretation	4
1.1	Definitions	$\overline{4}$
1.2	Interpretation	7
1.3	Deed subject to Listing Rules if Notes are quoted on ASX	9
$\mathbf{2}$	Trust	9
2.1	Appointment	9
2.2	Rights and obligations held on trust	9
2.3	Term	10
2.4	Termination	10
2.5	Name of trust	10
3	Indebtedness of Company	10
4	Payment	11
4.1	Payment of Principal Amount and Interest	11
4.2	Direction to pay	11
4.3	Notification	11
5 1	Issue of Notes	11
5.1	Issue of Notes	11
5.2	First Issue of Notes	11
5.3	Rights of Note Holders	11
5.4	Conditions of issue and this Deed binding	12
5.5	Redemption	12
5.6	Conversion	12
5.7	Options	12
5.8	Conditions of Issue Paramount	12
5.9	Cancellation of Notes	12
5.10	Borrowing Limitation	12
6	Transfer of Notes	12
6.1	Transfer	12
6.2	Registration requirements for transfers	13
6.3	Registration of Transfers	13
6.4	Transmission	13
6.5	Quoted Notes	13
7	Register	13
7.1	Register	13
7.2	Conclusiveness of Register	14
7.3	Register available for inspection	14
8	Statements	14
9	Meetings of Note Holders	14
9.1	Rights of Note Holders to give direction or instruction to Trustee at meetings	14
9.2	Trustee or Company may convene	15
9.3	Requisition of Meeting by Note Holders	15
9.5	Quorum for a meeting	16
9.6	Meeting following an initial lack of quorum	16
9.7	Quorum necessary	16
9.8	Resolutions	16
99	Appointment of proxy	17
	Convertible Notes Trust DeedLogie-Smith Lanvon

9.10	Election of chairperson	17
9.11	Closure	17
9.12	Adjournment of Meetings	17
9.13	Trustee to advise Company	18
9.14	Company to advise Trustee	18
9.15	Keeping of minutes	18
9.16	Written Resolution	18
10	Company's obligations	18
10.1	Specific obligations	18
10.2 1	Undertakings by the Company	18
10.3	Notification obligations when Company in Liquidation	21
11	Representations and Warranties	21
12	Representations and warranties repeated	22
13	Rights and obligations of Trustee	22
13.1	Scope of rights and obligations	22
13.2	Nature of relationship	22
13.3	Instructions to Trustee	22
13.4	Right to appoint agents and delegates	23
13.5	Trustee may rely on certain matters	24
13.6	Trustee may assume certain matters	24
13.7	Trustee knowledge	24
13.8	Application to court for direction	25
13.9	Company to notify Trustee	25
	13.10 No obligation to notify or investigate or monitor	25
	13.11 Monitoring and Events of Default	25
	13.12 No liability to Note Holders or Company	26
	13.13 No liability to Company	27
	13.14 Exoneration	27
	13.15 No Claims	27
	13.16 Evidence of claims	27
		27
	13.17 Indemnity	28
	13.18 Acknowledgment by Note Holders13.19 Trustee as Note Holder	29
	13.20 Limited recourse to Trustee
		2929
	13.21 Limitations regarding Trustee
	13.22 Protected Persons	30
	13.23 Resignation and removal of Trustee	30
	13.24 Performance of obligations of Trustee	31
	13.25 Exercise of enforcement and other powers	31
	13.26 Trustee to convene meeting	31
	13.27 Company not concerned with authority	31
	13.28 Trustee fee and expenses	32
	13.29 Event of Default	32
14	Distribution of Recovered Monies	32
	14.1 Order of priority	32
	14.2 Moneys received	33
14.3	Application of moneys	33
	14.4 Contingent payments	33
15	Limitation of Liability	33
16	Variation of Deed and Conditions of Issue	34
17	Completion of blanks	35

18	Notices		35
18.1	Requirements		35
18.2	Receipt		35
18.3		Notices to Note Holders	36
19		General provisions	36
19.1		Further assurances	36
	19.2 Waiver and exercise of rights		36
19.3	Invalid or unenforceable provisions		37
19.4		Trustee's certificate	37
19.5	Counterparts		37
19.6		Successors and assigns	37
19.7	Governing law		37
19.8	Jurisdiction		38
	Annexure 1	Conditions of Issue of Convertible Notes	39
	Annexure 2	Conversion Notice	49

Details

Parties

Company	Name	Stokes Limited
	ABN	024 004 554 929
	Address	24 Palmerston Road West, RingwoodVIC 3134
	Fax	03 9874 1077
	Attention	Company Secretary
Trustee	Name	Australian Executor Trustees Limited
	ABN	84 007 869 794
	Address	Level 22, 207 Kent Street, Sydney NSW2000
	Fax	02 9028 5942
	Attention	Corporate Trust
Introduction	A	The Company intends to undertake a non-renounceable andfully underwritten rights issue of Notes on a 1:4 basis.
	Bthe terms of this Deed.	The Notes are convertible or redeemable in accordance with
	$\mathbf C$	The Trustee has agreed to hold the rights of the NoteHolders on trust, on the terms and conditions contained inthis Deed and Conditions of Issue.
Date of deed	MAY	2014

General terms

$\overline{1}$ Definitions and interpretation

$1.1$ Definitions

In this Deed, unless the context indicates otherwise:

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited or, as the context requires, the financial market known as the Australian Securities Exchange operated by it.

ASX Settlement means ASX Settlement Pty Ltd, the body which administers the CHESS system in Australia.

ASX Settlement Operating Rules means the settlement operating rules of ASX Settlement.

Authorised Officer means:

for the Company, a director or a secretary of the Company or any other person $(a)$ nominated by the Company by notice to the Trustee to be an Authorised Officer. the notice to be accompanied by a certified copy of the signature of any person nominated: and
for the Trustee, a director or a secretary of the Trustee, or any employee of the $(b)$ Trustee whose title includes the word "Manager" "Executive" or "Head of" or any other person nominated by the Trustee, and includes any person acting in any of those capacities.

Bank means:

$(a)$ an authorised deposit-taking institution authorised by the Australian Prudential Regulation Authority to carry on banking business under the Banking Act 1959 $(Ch)$ ; or
a bank authorised to carry on banking business under the laws of a state of $(b)$ Australia.

Business Day means a day on which Banks are open for business in Melbourne other than a Saturday, a Sunday or a public holiday.

Claim means any claim, cost, damages, debt, expense, liability, loss, allegation, judgment, suit, action, demand, cause of action or proceeding of any kind irrespective of:

how or when it arises; $(a)$
(b) whether it is actual or contingent;
$(c)$ whether or not it is in respect of legal or other costs, damages, expenses, fees or losses:
$(d)$ whether or not it is in respect of a breach of trust or of a fiducialy or other duty or obligation; and
$(e)$ whether or not it arises at law or in any other way.

Conditions of Issue means the conditions of issue for a Note as set out in Annexure 1.

Constitution means the constitution of the Company.

Controller has the meaning given to "controller" in section 9 of the Corporations Act.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the Board of Directors of the Company.

Dollars and $ means the lawful currency of Australia.

Event of Default means an event of default (however described) under this Deed or the Conditions of Issue (or either of them), including:

a failure by the Company to make a payment as and when required under this Deed or $(a)$ the Conditions of Issue and such failure continues unremedied for a period of 7 Business Days after the Company has received written notice from the Trustee in respect of such failure;

$(b)$ the Company becomes Insolvent;
the Company is suspended from trading on the ASX for more than 20 consecutive $(c)$ Business Days:
if the Company fails to redeem or convert a Note in accordance with this Deed and the $(d)$ Conditions of Issue and such failure continues unremedied for a period of 7 Business Days after the Company has received written notice from the Trustee in respect of such failure;
the Notes cease to be quoted on ASX; or $(e)$
if the Company commits a material breach of a covenant, condition or obligation $(f)$ imposed on it by this Deed or the Conditions of Issue and that breach is either incapable of remedy, and is reasonably likely to have a material adverse effect on the ability of the Company to observe its obligations to Note Holders, or if the default is capable of remedy, it as not been remedied within 7 Business Days of receiving written notice of the breach from the Trustee requiring that breach to be remedied.

GST means GST as defined in A New Tax System (Goods and Services Tax) Act 1999 $(Cth)$ .

Insolvent means the happening of any of these events:

an order is made that a person be wound up, or an application is made to a court for $(a)$ such an order (other than an application which is frivolous or vexatious, or which is refused, withdrawn, dismissed or stayed indefinitely within 14 days);
$(b)$ an administrator, a liquidator or provisional liquidator is appointed in respect of a person, or an application is made to a court for such an order (other than an application which is frivolous or vexatious, or which is refused, withdrawn, dismissed or stayed indefinitely within 14 days); or
a person is wound up or dissolved or resolves to wind itself up, or otherwise dissolve $(c)$ itself, or gives notice of intention to do so, except to reconstruct or amalgamate while solvent.

Listing Rules means the Official Listing Rules of the ASX as amended from time to time.

Material Adverse Effect means, in relation to the Company, a material adverse effect on the Company's ability to perform any of its obligations under this Deed or the Conditions of Issue.

Meeting means a meeting of Note Holders convened in accordance with clause 9.

Note means the notes or debentures issued by the Company pursuant to the Prospectus.

Note Holder means, in respect of a Note, the person who is entered on the Register as the holder of the Note.

Note Statement means a Note statement issued by the Company to a Note Holder.

Options means options over Shares to be granted in accordance with the Terms of Option Issue.

Principal Amount means at any time in respect to a Note or Notes, the principal amount of $0.35 per Note or the aggregate principal amount of Notes outstanding (as the context requires);

Prospectus means any prospectus or other offering document which may contain the terms and conditions upon which Notes are issued.

Protected Person means any director, officer, employee, agent, delegate, attorney, Related Body Corporate, shareholder or other controlling person of the Trustee.

Receiver means any receiver or receiver and manager or similar official appointed by the Trustee under this Deed and the Conditions of Issue.

Recovered Monies means all money received or recovered by the Trustee under this Deed and Conditions of Issue from or for the account of the Company, whether or not it represents the proceeds of enforcement or sale, but excludes money paid by a Note Holder as subscription for any Note.

Related Body Corporate of a body corporate means another body corporate which is related to the first body corporate within the meaning of section 50 of the Corporations Act.

Shares means fully paid ordinary shares in the capital of the Company.

Statement means a statement issued to a Note Holder pursuant to this Deed.

Terms of Options Issue means the terms and conditions of the Options to be issued by the Company as detailed in the Prospectus.

Trust means the trust created by this Deed.

Trust Fund means all property, rights and interests which the Trustee acquires on or after the date of this Deed in respect of the Trust including (without limitation):

the benefit of this Deed and Conditions of Issue: $(a)$
the benefit of any other document that it enters into in its capacity as trustee of the $(b)$ Trust: and
all property or money which represents the proceeds of enforcement, realisation or $(c)$ sale of any such propelty, rights or interests in respect of the Trust, any investment into which any of those proceeds are converted and the proceeds of any of those investments.

$1.2$ Interpretation

In this Deed, headings and boldings are for convenience only and do not affect the $(a)$ interpretation of this deed and, unless the context otherwise requires:
- $(i)$ the singular includes the plural and vice versa;
- $(ii)$ words importing a gender include any gender:
- $(iii)$ other parts of speech and grammatical forms of a word or phrase defined in this deed have a corresponding meaning;
- $(iv)$ an expression importing a natural person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency;
- terms defined in the Corporations Act have the same meaning in this deed; $(v)$
$(vi)$ a reference to any thing (including, but not limited to, any right) includes a part of that thing:
$(vii)$ an annexure, exhibit or schedule to this deed forms part of this deed;
$(viii)$ a reference to a part, clause, party, annexure, exhibit or schedule is a reference to a part and clause of, and a party, annexure, exhibit and schedule to, this deed, a reference to this deed includes any schedule, annexure or exhibit to the singular includes the plural and vice versa;
$(ix)$ a reference to a statute, regulation, proclamation, ordinance or by law includes all statutes, regulations, proclamations, ordinances or by laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by laws issued under that statute;
a reference to a document includes all amendments or supplements to, or $(x)$ replacements or novations of, that document;
$(x1)$ a reference to a party to a document includes that party's successors and permitted assigns;
$(xii)$ no provision of this deed will be construed adversely to a party solely on the ground that the party was responsible for the preparation of this deed or that provision;
$(xiii)$ a reference to an agreement other than this deed includes an undertaking, deed, agreement or legally enforceable arrangement or understanding whether or not in writing:
a reference to an asset includes all property of any nature, including, but not $(xiv)$ limited to, a business, and all rights, revenues and benefits;
a reference to a document includes any agreement in writing, or any $(xy)$ certificate, notice, instrument or other document of any kind;
$(xvi)$ a reference to a body, other than a party to this deed (including, without limitation, an institute, association or authority), whether statutory or not;
- $(A)$ which ceases to exist; or
- $(B)$ whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

a reference to liquidation includes official management, appointment of an $(xvii)$ administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death; and
(xviii) reference to 'wilful default' in relation to the Trustee means any wilful failure to comply with, or wilful breach by, the Trustee of any of its obligations under this deed or at law other than a failure or breach which:
- is in accordance with a lawful court order or direction or required by $(A)$ law; or
$(B)$ is in accordance with any proper instruction or direction of the Holders
$(xix)$ given at a Meeting of Holders convened pursuant to clause 9 of this deed.

$1.3$ Deed subject to Listing Rules if Notes are quoted on ASX

This deed is to be interpreted subject to the Listing Rules and the ASX Settlement $(a)$ Operating Rules and accordingly, if Notes are quoted on ASX, the following clauses apply:
- despite anything contained in this Deed, if the Listing Rules prohibit an act $(i)$ being done, the act must not be done;
- nothing contained in this Deed prevents an act being done that the Listing $(ii)$ Rules requires to be done;
- $(iii)$ if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);
- if the Listing Rules require this Deed to contain a provision and it does not $(iv)$ contain that provision, this Deed is deemed to contain that provision;
- $(v)$ if the Listing Rules require this Deed not to contain a provision and it contains that provision, this Deed is deemed not to contain that provision; and
- $(vi)$ if any provision of this Deed is or becomes inconsistent with the Listing Rules, this Deed is deemed not to contain that provision to the extent of the inconsistency.
$(b)$ Nothing in this clause 1.3 requires the Trustee to ascertain whether $1.3(a)(iv)$ , (v) or (vi) above apply.

$\overline{2}$ Trust

$2.1$ Appointment

The Trustee is hereby appointed by the Company as trustee for the Note Holders with all the powers, obligations and rights of the Trustee subject to and in accordance with this deed.

$2.2$ Rights and obligations held on trust

$(a)$ The Company has settled the sum of $10 on the Trustee.
$(b)$ The Trustee declares that it enters into this Deed as trustee and will hold the benefit of:
- $(i)$ the settled sum of $10.00 and the Trust Fund;
- $(ii)$ this Deed:
- $(iii)$ the right to enforce the Company's duty to repay the Notes or interest on the Notes:
- the right to enforce all other duties of the Company under the Conditions $(iv)$ of Issue,
- $(v)$ the provisions of this Deed and Chapter 2L of the Corporations Act;
$(vi)$ any other trustee powers and any other property which the Trustee may receive or which may be vested in the Trustee,
$(c)$ in trust for the Note Holders subject to and in accordance with this Deed and the Conditions of Issue.

$2.3$ Term

The Trust starts on the date of this Deed and ends on the date this Deed is terminated in accordance with clause 2.4.

Termination $2.4$

$(a)$ The Trust will terminate, and the Company will be discharged and released from its liabilities, obligations and covenants under this Deed and the Conditions of Issue, on the earlier of the following:
- $(i)$ on the first date after the date of this Deed that both of the following have occurred:
  - $(A)$ the redemption of all Notes and all Principal Amounts having been paid in full (as to which the Trustee may accept as conclusive an Authorised Representative's Certificate of the Company); and
  - $(B)$ the payment of all fees, costs, charges and expenses properly incurred by the Trustee and reimbursable by the Company; and
- $(ii)$ the date which is 80 years after the date of this Deed.
$(b)$ On the occurrence of all the matters referred to in clause $2.4(a)(i)$ , the Trustee must, if required by the Company, execute a confirmation of release in favour of the Company.
On the Trust being terminated, the Company must keep the Trustee indemnified $(c)$ in respect of all unpaid fees due to it and all costs, losses, liabilities and expenses reasonably and properly incurred by it in respect of an event which occurred prior to the date of termination (other than such cost, loss, liability or expense to the extent that it arises out of the Trustee's fraud, negligence or wilful default).

$2.5$ Name of trust

The trust created by this Deed is known as the "Stokes Convertible Notes Trust".

$\overline{3}$ Indebtedness of Company

The Company:

acknowledges that it is indebted to the Trustee and each Note Holder in respect of $(a)$ the Principal Amount represented by the Notes and interest payable in respect of the Notes from time to time; and
$(b)$ must, in respect of each Note, and until such Notes have been converted pursuant to clause 5.6 or cancelled pursuant to clause 5.9, pay to each Note Holder or the Trustee in respect of Notes held by such Note Holder:
- $(i)$ the Principal Amount represented by the Notes; and

$(ii)$ interest on the Principal Amount in accordance with this Deed and Conditions of Issue.

$\boldsymbol{4}$ Payment

$4.1$ Payment of Principal Amount and Interest

The Company must, subject to clause 4.2, pay the Principal Amount, interest and all other amounts due on or in respect of the Notes to the Trustee as and when due in accordance with this Deed and the Conditions of Issue.

$4.2$ Direction to pay

For the purpose of clause 4.1, the Trustee directs the Company to pay the amounts referred to in clause 4.1 to the Note Holders, in accordance with their rights and entitlements unless:

$(a)$ the Company is or becomes Insolvent; or
the Company is directed by the Trustee to make the payment to the Trustee by the $(b)$ giving of notice to that effect not less than 5 Business Days' prior to the scheduled date for the making of the payment,

in which case the payment must be made to the Trustee.

$4.3$ Notification

Where the Company proposes to issue further Notes (or similar instruments), the Company must have due regard to the Trustee's obligations under the Corporations Act before acting on such proposal and must notify the Trustee of the proposal prior to proceeding with the proposal.

5 Issue of Notes

$5.1$ Issue of Notes

Subject to this clause 5, the Company may issue Notes in accordance with this Deed and the Conditions of Issue.

$5.2$ First Issue of Notes

The Company intends to offer and undertake the first issue of Notes on the Conditions of Issue set out in Annexure 1.

$5.3$ Rights of Note Holders

$(a)$ Subject to the conditions contained in a Note Statement, the issue or transfer of a Note to a Note Holder vests in the Note Holder:
- $(i)$ the benefit and the burden of the conditions applicable to the Note (including under this Deed); and
- $(ii)$ the benefit of all warranties, representations, undertakings or obligations made, given or entered into by the Company under this Deed and Conditions of Issue.
$(b)$ No Note Holder shall be entitled to proceed directly against the Company to enforce any right or remedy under or in respect of any Note unless the Trustee, having become bound to so proceed, fails to do so within a reasonable period and

the failure is continuing, in which case any such Note Holder may itself institute proceedings against the Company for the relevant remedy to the same extent (but not further or otherwise) that the Trustee would have been entitled to do so. Any such proceedings must be brought in the name of the Note Holder and not the Trustee.

5.4 Conditions of issue and this Deed binding

This Deed and the Conditions of Issue will be binding on the Company, the Trustee, the Note Holders and all persons claiming through or under them and Note Holders will be entitled to the benefit of, will be bound by and will be deemed to have notice of, all the provisions of this Deed and the Conditions of Issue.

5.5 Redemption

Subject to the Conditions of Issue, the Company must redeem Notes in accordance with this Deed and Conditions of Issue.

5.6 Conversion

The Company must convert Notes in accordance with and at the rate determined under this Deed and Conditions of Issue.

$5.7$ Options

Upon conversion of the Notes under this Deed and the Conditions of Issue the $(a)$ Company must, in addition to the Shares to be issued to the holder under the Conditions of Issue, issue Options to the holder of the Notes converted. The Options must be issued on the basis that the holder of the Note converted will receive 1 Option for every 2 Shares required to be issued by the Company upon the conversion of the Notes in accordance with the Terms of Option Issue.
$(b)$ The Trustee's obligations in respect of the Options ends upon the issuance of an Option by the Company in accordance with this clause. The Trustee has no liability and no further obligations in respect of the Options once an Option is issued.

$5.8$ Conditions of Issue Paramount

To the extent of any inconsistency between the Conditions of Issue and this Deed, the Conditions of Issue will prevail.

5.9 Cancellation of Notes

All Notes re-paid, redeemed, converted or purchased by the Company shall ipso facto be cancelled and shall not be re-issued.

5.10 Borrowing Limitation

The aggregate Principal Amount of Notes on issue is limited to an initial maximum of $3 million.

Transfer of Notes 6

$6.1$ Transfer

The Notes are transferable subject to any restrictions in this Deed and Conditions of Issue and in accordance with this Deed and Conditions of Issue.

$6.2$ Registration requirements for transfers

Subject to clause 6.5 and the terms of this Deed and Conditions of Issue, every instrument of transfer of a Note must be:

$(a)$ delivered or notified to the Company or its agent for registration at the place where the Register is kept; and
$(b)$ duly stamped, if necessary.

6.3 Registration of Transfers

The transferor shall be deemed to remain the owner of the Notes until the name of the transferee is entered in the Register in respect thereof.

6.4 Transmission

Any person becoming entitled to Notes in consequence of the death or bankruptcy of any holder of such Notes, may upon producing such evidence of the Note Holder's title as the Directors shall think sufficient, be registered as the holder of such Notes.

6.5 Quoted Notes

If Notes are quoted for trading on the ASX, the Company:

$(a)$ must cause transfers of Notes to be registered in accordance with the Listing Rules and ASX Settlement Operating Rules;
$(b)$ must not, except as otherwise provided for in the Listing Rules and ASX Settlement Operating Rules, ask ASX Settlement to apply a holding lock to prevent a proper ASX Settlement transfer, or refuse to register a paper-based transfer, of a Note; and
must, if it refuses to register a paper-based transfer or asks ASX Settlement to $(c)$ apply a holding lock, tell the Note Holder in writing of the refusal or holding lock and reason for it, within 5 Business Days after the date in which the transfer was lodged or the Company asked for the holding lock.

$\overline{7}$ Register

$7.1$ Register

$(a)$ Subject to the Listing Rules and ASX Settlement Operating Rules, the Company will keep or cause to be kept in Melbourne whether electronically or otherwise, a register of Note Holders and must enter in that register:
- $(i)$ the names and addresses and email address (if any) of all the persons to whom a Note bas been issued or transferred in accordance with this Deed:
- $(ii)$ the date on which the name of each person was entered in the Register as a Note Holder;
- $(iii)$ the date on which any Note Holder ceases to hold Notes; and
- $(iv)$ the date on which any Note is redeemed, converted, repaid or cancelled.
$(b)$ The Company must keep the Trustee and relevant Note Holder informed of any changes in the Register.

$7.2$ Conclusiveness of Register

The Register is conclusive as to the identity of Note Holders in the absence of $(a)$ manifest error. In the event of any inconsistency with any register kept by the Company, the Register prevails.
$(b)$ A person entered on the Register as the holder of Notes will remain a Note Holder for the purposes of this Deed until removal of that person's name from the Register with the consent of that Note Holder even if:
- $(i)$ the Note held by that person is or proves to have been void, invalid or was improperly issued; or
- the Note held by that person has been redeemed, converted, repaid or $(ii)$ cancelled.
Except as ordered by a court of competent jurisdiction or as required by law, the $(c)$ Company and the Trustee:
- $(i)$ may treat the Note Holder as the absolute owner (notwithstanding any notice of ownership or writing on the Note or any notice of pervious loss or theft or of any trust or any other interest); and
- is not required to recognise or give effect to any legal or equitable interest $(ii)$ in any Note not entered on the Register notwithstanding that the Company may have actual or constructive notice thereof.

$7.3$ Register available for inspection

The Company must keep the Register open, or cause the Register to be kept open, $(a)$ during business hours for inspection by a Note Holder or the Trustee.
$(b)$ The Company must provide the Register to the Trustee within two Business Days of any request from the Trustee.

8 Statements

Subject to the requirements of the ASX Settlement Operating Rules and the Listing Rules:

each Note Holder is entitled to receive one Statement for the Notes held by that $(a)$ person; and
$(b)$ a Statement is not a certificate of title as to Notes and the Register is the only conclusive evidence of the ownership of Notes and the entitlements thereunder.

9 Meetings of Note Holders

$9.1$ Rights of Note Holders to give direction or instruction to Trustee at meetings

$(a)$ Subject to the necessary Meeting being held and an appropriate resolution being carried in accordance with this clause 9.1, the Note Holders may direct or instruct the Trustee to take any action which the Trustee has the power to take in respect of the Trust or the Trust Fund under this Deed provided always that:
- the Trustee is indemnified by the Company and / or the Note Holders to its $(i)$ reasonable satisfaction:
$(A)$ for all actions, proceedings, claims and demands to which the Trustee may render itself liable by taking such action; and
$(B)$ in respect of all costs, charges, damages and expenses which the Trustee may thereby incur:
$(ii)$ the Trustee is not of the view that the relevant breach or default is unlikely to materially prejudice the interests of the Note Holders; and
the Trustee holds sufficient Trust assets to enforce this deed in the manner $(iii)$ contemplated.
Promptly after a resolution is carried, the chairperson of the relevant Meeting $(b)$ appointed under clause 9.10 will give the Trustee notice of the terms of the resolution in order that the Trustee may act in accordance with it, subject to clause $9.1.$
Where at any time there is only one Note Holder holding Notes there is no $(c)$ requirement for a Meeting to be held or a resolution to be carried in order for that Note Holder to give the Trustee a direction or instruction.

$9.2$ Trustee or Company may convene

The Trustee or Company may at any time convene a Meeting in accordance with this Deed and the Conditions of Issue.

$9.3$ Requisition of Meeting by Note Holders

$(a)$ One or more Note Holders representing not less than 10% of the Principal Amount of all Notes on issue may requisition a Meeting in accordance with this clause 9, and without limiting the foregoing, the Company covenants that it will, on delivery to its registered office of an application by Note Holders holding Notes representing a Principal Amount of at least 10% of the total Principal Amount of all Note Holders, by giving notice to each of the Note Holders at the Note Holder's address as specified in the register of Note Holders, convene a meeting of the Note Holders:
- to consider the financial statements that were laid before the last preceding $(i)$ annual general meeting of the Company; and/or
- to give to the Trustee directions or instructions in relation to the exercise of $(ii)$ the Trustee's powers;

being a meeting to be held at a time and place specified in the notice and to be presided over by a person nominated by the Trustee or, if the Trustee does not nominate a person to preside at the meeting, by a person appointed for that purpose by the Note Holders present at the meeting.

$(b)$ A requisition of a Meeting must state the objects of that Meeting and the terms of any resolution proposed to be submitted to that Meeting.
A requisition of a Meeting must be signed by a duly authorised officer of the person $(c)$ or persons requisitioning the Meeting and be delivered to the principal office of the Trustee. The requisition may consist of several documents in the same form, each signed and delivered in the manner required by this clause.
$(d)$ On receipt of any requisition signed and delivered in the manner required by clause $9.3(c)$ , the Trustee will, as soon as reasonably practical, deliver a copy of that

requisition to the Company and give written notice of the Meeting to the Note Holders (each at the cost of the Company).

$9.4$ Notice of Meeting

$(a)$ A notice of a Meeting must be given to the Note Holders not later than 14 Business Days before the date of that Meeting except in the case of a Meeting to consider a special resolution, in which case not less that 21 Business Days notice of the Meeting must be given.
A notice of Meeting given pursuant to this clause must specify: $(b)$
- $(i)$ the day, time and place of the proposed Meeting;
- $(ii)$ an agenda of the business to be transacted at that Meeting; and
- $(iii)$ that proxies may be appointed no later than 48 hours before the time fixed for the Meeting.

9.5 Quorum for a meeting

A quorum at a Meeting requisitioned or convened in accordance with this clause 9 is formed for the purpose of passing a resolution by the presence of Note Holders holding Notes representing Principal Amount equal to at least 10% of the total Principal Amount represented by Notes held by all Note Holders.

$9.6$ Meeting following an initial lack of guorum

If a quorum for a Meeting is not present within 20 minutes of the notified starting time of that Meeting, the chairperson will adjourn that Meeting for not less than 3 days and not more than 7 days to such time on a Business Day and place as may be approved by the Trustee, unless the meeting has been requisitioned by Note Holders, in which case the chairperson may cancel the meeting.

9.7 Quorum necessary

No business may be transacted at any Meeting until the required quorum is formed at that Meeting.

9.8 Resolutions

Every resolution to be decided at a Meeting must be decided by a poll. $(a)$
$(b)$ On a poll, every Note Holder or proxy who is present has the same number of votes as the total Principal Amount in Dollars of that Note Holder, or by the Note Holders for which that proxy holds a proxy. A person entitled to more than one vote on a poll need not use all those votes in the same way.
A poll will be taken as directed by the chairperson, either at once or after an $(c)$ adiournment.
A resolution put before a Meeting will only be carried by a vote in favour of that $(d)$ resolution carried by the required majority as set out in Corporations Act.
A resolution validly passed at a Meeting is binding on all Note Holders and each of $(e)$ the Note Holders is bound, to the extent required by that resolution, to give effect to its terms.

9.9 Appointment of proxy

A Note Holder is entitled to appoint a proxy for the purpose of voting on behalf of $(a)$ that Note Holder at a Meeting.
$(b)$ The written notification of the appointment of a proxy by a Note Holder must be delivered to the person convening the Meeting not less than 48 hours before the notified starting time for the relevant Meeting.
Delivery of the written notification of the appointment of a proxy to the person $(c)$ convening the Meeting pursuant to this clause constitutes a valid appointment of a proxy by the Note Holder for the purposes of the relevant Meeting.
$(d)$ The appointment of a proxy by a Note Holder must specify the following:
- $(i)$ the full name, address and occupation of the proxy;
- $(ii)$ particulars of the Meeting for which the proxy is appointed; and
- $(iii)$ any restriction on the matters or resolutions on which the proxy is authorised to vote.
A duly authorised proxy need not be a Note Holder. $(e)$
The appointment of a proxy will terminate and be of no further force and effect on: $(f)$
- $(i)$ the final closure of the Meeting for which the proxy is appointed; or
- $(ii)$ the presence at that Meeting of the Note Holder who appointed that proxy.
$(g)$ Objection to any voter's qualification may only be raised at the Meeting or adjourned Meeting where the relevant vote is given or tendered and will be referred to the chairperson who will decide on the validity of the objection. The chairperson's decision will be final and binding.

9.10 Election of chairperson

The Trustee or some other person nominated in writing by the Trustee is entitled to be $(a)$ the chairperson. For the avoidance of doubt, the chairperson may be an officer of the Trustee.
$(b)$ If the Trustee fails to choose a chairperson for any reason, the chairperson will be appointed by the Note Holders.
$(c)$ The person appointed to be chairperson may, but need not, be a Note Holder or a proxy.

$9.11$ Closure

All Meetings will be declared closed by the chairperson at the time all matters notified as being on the agenda of business for the Meeting have been completed.

9.12 Adjournment of Meetings

$(a)$ The chairperson may, with the consent of the Note Holders entitled to vote to carry a resolution at the relevant Meeting (and must if directed by those Note Holders), adjourn that Meeting in respect of that resolution from time to time and place to place as those Note Holders agree.

$(b)$ No business may be transacted at any adjourned Meeting which was not notified as being part of the agenda of business for the Meeting which was originally adjourned.

$9.13$ Trustee to advise Company

Where the meeting is convened by the Trustee, the Trustee will, as soon as reasonably practical, give notice to the Company of the agenda or business for any Meeting and the outcome of any resolution put to the Note Holders at that meeting.

9.14 Company to advise Trustee

Where the meeting is convened by the Company (in accordance with this clause 9), the Company will, as soon as reasonably practical, give notice to the Trustee of the agenda or business for any Meeting and the outcome of any resolution put to the Note Holders at that meeting.

9.15 Keeping of minutes

$(a)$ Minutes of all resolutions and proceedings at every Meeting must be made and duly entered in books to be provided from time to time for that purpose by the Company.
$(b)$ Minutes of resolutions and proceedings at a Meeting, if signed by the chairperson of the Meeting at which the resolutions were passed or proceedings transacted or by the chairperson of the next succeeding Meeting, are conclusive evidence of the matters contained in those minutes.
$(c)$ Until the contrary is proved, every Meeting for which minutes have been made and signed in accordance with this clause 9.14 is deemed to have been duly convened and held and all resolutions passed or proceedings transacted at that Meeting are deemed to have been duly passed and transacted.

9.16 Written Resolution

Any written notice duly executed by Note Holders who together could have passed a resolution in the terms set out in that written notice will be as effective as a resolution passed in accordance with this clause9.

10 Company's obligations

$10.1$ Specific obligations

The Company must, subject to this Deed and Conditions of Issue and the Conditions of Issue:

$(a)$ promptly pay each Note Holder or the Trustee any interest or other payment due under the terms of this Deed and Conditions of Issue, as and when it is due;
promptly pay each Note Holder or the Trustee any Principal Amount due under the $(b)$ terms of this Deed and Conditions of Issue as and when due;
$(c)$ convert Notes which have conversion rights under this Deed and Conditions of Issue as and when required and issue new securities and options in consequence of that conversion; and
$(d)$ convene where necessary or required by this Deed and Conditions of Issue, meetings of Note Holders.

$10.2$ Undertakings by the Company

The Company undertakes to the Trustee and each Note Holder that it will:

$(a)$ carry on and conduct its business in a proper and efficient manner;
$(b)$ keep or cause to be kept proper books of account (in accordance with current accounting practice and standards) and enter into those books full particulars of all dealings and transactions in relation to its business:
provide the following: $(c)$
- $(i)$ without charge, to the Trustee (at the time required by the Corporations Act) and to each Note Holder who requests it in accordance with section 318(2) of the Corporations Act, a copy of the Company's consolidated audited accounts in respect of each financial year and a copy of the Company's annual report for that financial year;
- $(ii)$ without charge, to the Trustee, a copy of the Company's consolidated accounts in respect of each financial half year at the time required by the Corporations Act; and
- $(iii)$ whenever requested by the Trustee, to the Trustee or any person authorised by the Trustee to receive it, such information as the Trustee reasonably considers necessary in relation to all matters necessary for the purposes of the discharge of the duties, trusts and powers vested in the Trustee under this Deed or imposed upon it by law;
$(d)$ ensure that any accounts provided to the Trustee:
- comply with current accounting practice except to the extent disclosed in $(i)$ them and with all applicable laws; and
- $(ii)$ give a true and fair view of the matters with which they deal;
$(e)$ provide to the Trustee within one month after the end of each calendar quarter the report required by section 283BFof the Corporations Act, containing all information required by section 283BF of the Corporations Act;
$(f)$ where there exists any recurring obligation on the Company or the Trustee or both to furnish certain information on the basis of which stamp duty will be payable in any State or Territory or other place, provide such information as is required by the Trustee to properly complete any return required to be lodged under the provisions of any stamp duty legislation which are applicable to this document or any of the Notes or otherwise to enable the Trustee to comply with its obligations with respect to any undertaking given pursuant to any such legislation, such information to be furnished to the Trustee not less than 14 days prior to the time when such return is required to be lodged;
make all financial and other records of the Company and its subsidiaries available for $(g)$ inspection by:
- $(i)$ the Trustee:
- $(ii)$ any registered company auditor appointed by the Trustee for that purpose;
- $(iii)$ any officer, employee or auditor of the Trustee authorised by the Trustee to carry out the inspection,

and give them any information, explanations or other assistance that they reasonably require about matters relating to those records;

$(h)$ notify the Trustee:
- $(i)$ as soon as it becomes aware of any Event of Default;
- $(ii)$ promptly if any charge is created over the Company's assets and advise the Trustee of the nature of such charge and any other particulars required to be disclosed to the Trustee pursuant to clause 283BE of the Corporations Act;
- $(iii)$ as soon as it becomes aware that any provision of this Deed, the Conditions of Issue or a Note is not being, or cannot be, complied with by the Company, together with details of that breach;
- $(iv)$ as soon as reasonably practicable if the Company intends to repay or otherwise redeem any Note; and
- promptly of any appointment, retirement, resignation or removal of an $(v)$ auditor:
$(i)$ promptly give the Trustee copies of all material documents and notices received by it from any Note Holder or which it gives to a Note Holder, whether directly, through market release, public newspapers or otherwise;
$(i)$ without charge, provide a copy of this Deed or the Conditions of Issue to the Trustee or a Note Holder if they request a copy;
$(k)$ make all payments of principal and interest in respect of the Notes, as and when due, in accordance with the Conditions of Issue, to the persons who are entitled to receive such payments;
$(1)$ promptly after redeeming all Notes in full, confirm details of that redemption to the Trustee, by certificate signed by any two directors of the Company;
$(m)$ whenever requested by the Trustee, promptly give to the Trustee or any person authorised by the Trustee to receive it, such other information as the Trustee reasonably considers necessary for the purposes of the discharge of the duties, trust and powers vested in the Trustee under this Deed or imposed upon it by law;
$(n)$ use its best endeavours to ensure that the Notes are, upon being issued, quoted on the ASX and that such quotation is maintained (including paying all necessary listing fees), and provide to the ASX such information as the ASX may require in accordance with the ASX Listing Rules and any other ASX requirements (including providing ASX with a copy of this Deed);
$(o)$ provide to the Trustee, as soon as reasonably practicable following their issue, copies of all reports and releases made by the Company to ASX which are released to the market;
$(p)$ provide to the Trustee as soon as reasonably practicable, all reports required by the Trustee to enable it to comply with its obligations under all applicable laws of any country;
$(q)$ comply with all laws of any country binding on it, including the Corporations Act and the ASX Listing Rules and do anything reasonably requested by the Trustee to enable the Trustee to comply with the Corporations Act (or any other laws binding on the Trustee with respect to the Trustee or the Notes and the ASX Listing Rules); and
$(r)$ at all times fully comply with, observe and perform all its obligations under this Deed and the Conditions of Issue: and
not transfer its jurisdiction or incorporation or enter into any insolvent merger or $(s)$ consolidation.

$10.3$ Notification obligations when Company in Liquidation

If the Company or any of its assets are placed in Liquidation, then the receiver, receiver and trustee, official trustee, liquidator, administrator or similar official appointed to the Company or its assets (as applicable) (Appointee) must:

$(a)$ if the Trustee has not already done so, notify the Note Holders of each relevant Event of Default and of the Appointee's appointment; and
$(b)$ provide regular updates to the Trustee and the Note Holders as to the status of the Liquidation and any other material developments affecting the Company or its assets.

11 Representations and Warranties

The Company makes the following representations and warranties in favour of the Trustee and each Note Holder:

(Validity): it is a corporation validly existing under the laws of the Commonwealth of $(a)$ Australia:
$(b)$ (Power): it has the power to enter into and perform its obligations under this Deed and Conditions of Issue to which it is expressed to be a party, to carry out the transactions contemplated by those documents and to carry on its business as now conducted or contemplated;
$(c)$ (Approval): it has taken all necessary corporate action to authorise the entry into and performance of this Deed and Conditions of Issue to which it is expressed to be a party, and to carry out the transactions contemplated by those documents;
(Legally binding obligations): this Deed and the Conditions of Issue constitutes a $(d)$ valid and legally binding obligation on the part of the Company enforceable in accordance with its terms, subject to any necessary stamping and registration;
$(e)$ (Execution and performance): the execution and performance by it of this Deed and Conditions of Issue to which it is expressed to be a party and each transaction contemplated under those documents do not and will not violate in any respect a provisions of:
- $(i)$ a law or treaty or a judgment, ruling, order or decree of a government
- $(ii)$ authority binding on it;
- $(iii)$ its constitution or other constituent documents; or
- $(iv)$ any other document or agreement which is binding on it or its assets.
$(f)$ (No taxes payable): no ad valorem stamp, transaction, registration or similar taxes are payable in connection with the execution, delivery, performance or enforcement of this Deed and Conditions of Issue or the transactions contemplated by them (other than in relation to the Securities);
$(g)$ (Immunity): it does not have immunity from the jurisdiction of a court or from legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise);
(No Event of Default): no event has occurred which constitutes an Event of Default; $(h)$ and
$(i)$ (Solvency): there are no reasonable grounds to suspect that it is Insolvent or unable to pay its debts as and when they become due and payable.

$12$ Representations and warranties repeated

Each representation and warranty in clause 11 is deemed to be repeated by the Company on each day up until the day all the Notes are repaid, redeemed, converted or cancelled in accordance with the Conditions of Issue by reference to the facts and circumstances existing on that date.

$13$ Rights and obligations of Trustee

$13.1$ Scope of rights and obligations

From the date of this Deed:

$(a)$ the Trustee has all the rights, powers, remedies, discretions and obligations in relation to the trusts constituted by this Deed that it is legally possible for a natural person or corporation to have;
$(b)$ the Trustee does not have any obligations except those expressly provided for in the Corporations Act and this Deed and Conditions of Issue;
$(c)$ the Trustee owes its obligations to the Note Holders in their capacity as Note Holders only and to no other person; and
$(d)$ subject to this Deed and applicable law, the Trustee may exercise or omit to exercise any of its rights, remedies, powers, discretions and obligations in such manner as it thinks fit, notwithstanding that it may not have consulted the Note Holders.

$13.2$ Nature of relationship

The Trustee is not an agent of or fiduciary for the Company.

$13.3$ Instructions to Trustee

The Trustee must comply with its duties under the Corporations Act. $(a)$
$(b)$ Subject to the other provisions of this clause 13.3, the Trustee must:
- use reasonable endeavours to act in accordance with any instructions or $(i)$ directions of the Note Holders; and
- $(ii)$ refrain from exercising a right, remedy, power or discretion granted or delegated to it in its capacity as trustee under this Deed and the Conditions of Issue if so instructed by the Note Holders,

except in relation to amounts due to it in its own right, or where the Trustee declines to do so if the Trustee is satisfied that the action would be illegal or involve it in personal liability or the action would be unduly prejudicial to the rights of Note Holders not party to the instructions or direction unless this Deed expressly requires the Trustee to take that action or it has not been indemnified or secured to its satisfaction against all Claims, losses, liabilities, costs and expenses (including legal fees) which it might incur as a result.

$(c)$ The Trustee may refrain from exercising any right, remedy, power or discretion granted or delegated to it under this Deed and Conditions of Issue until it has received instructions from the Note Holders as to whether it is to be exercised and, if applicable, the way in which it is to be exercised.
$(d)$ Subject to the other provisions of this clause 13, the Trustee must take action or proceedings to enforce this Deed or the Conditions of Issue where all the following conditions are satisfied:
- $(i)$ the Trustee is directed to take the action or proceeding by the Note Holders;
- $(i)$ the direction of the Trustee is made by a resolution of Note Holders passed in accordance with clause 9.16:
- $(iii)$ the Trustee is indemnified, to its satisfaction, against all Claims, losses. liabilities, costs and expenses (including legal expenses) which the Trustee may incur or render itself liable by taking such action; and
- $(iv)$ the Trustee has not obtained a court order to set aside or vary the direction.
If the Trustee forms the view that such enforcement is or could be inconsistent with $(e)$ this Deed, the Conditions of Issue or the Corporations Act or is or could be otherwise objectionable, it may take steps to seek as soon as reasonably practicable a court direction or order to set aside or vary the direction or instruction of Note Holders, and, while those steps are under way, the Trustee is not obliged to take action or proceedings under this clause13.3.
$(f)$ Any action taken by the Trustee or which the Trustee refrains from taking in accordance with clause 13.3 is binding on all of the Note Holders.
The Trustee may refrain from exercising any of its rights, remedies, powers or $(g)$ discretions or performing any of its obligations under this Deed and Conditions of Issue until it has been indemnified or secured to its satisfaction against all Claims, losses, liabilities, costs and expenses (including legal fees) which it might incur or render itself liable to as a result.
$(h)$ Any instructions or directions contemplated by this Clause may be given:
- $(i)$ by resolution passed at a Meeting;
- $(ii)$ by written resolution under clause 9.16; or
- $(iii)$ if there is only one Note Holder, by written instructions from that Note Holder.

13.4 Right to appoint agents and delegates

$(a)$ The Trustee, instead of acting personally, may employ an agent to do an act required or permitted to be done under this document or in relation to this Deed, the Conditions of Issue or the Notes. The Trustee must notify the Company of the appointment or revocation of appointment of any such agent prior to that appointment or revocation.
$(b)$ The Trustee may delegate any of its powers, either wholly or partially or subject to any limitations or restrictions, to any person as it thinks fit and may revoke that

delegation and may for that purpose execute powers of attorney or other instruments. as it thinks fit. The Trustee must notify the Company of the appointment or revocation of appointment of any such delegate prior to that appointment or revocation.

No person dealing with the Trustee, or any delegate to whom any powers of the $(c)$ Trustee has been delegated, is bound to enquire whether the delegation remains in force.
The Trustee may rely and act on the opinion, certificate or advice of or information $(d)$ obtained from, an agent, delegate, expert or legal or other professional adviser appointed by it or by any one or more of the Note Holders. The Trustee is not responsible to a Note Holder for any loss occasioned by so doing if the Trustee has acted in good faith in so acting.

13.5 Trustee may rely on certain matters

$(a)$ The Trustee:
- $(i)$ may accept and rely upon a certificate from an Authorised Officer of the Company as to any fact or matter as conclusive evidence of it including confirmation that any particular dealing or transaction or step or thing is in the opinion of the person so certifying commercially desirable and not detrimental to the interests of the Note Holders as conclusive evidence that it is so:
- $(ii)$ may accept, rely upon and act upon any information, statement, certificate, report, balance sheet or account supplied by or on behalf of the Company; and
- $(iii)$ may accept, rely upon and act upon the statements and opinions contained in any statement, certificate, report, balance sheet or account given pursuant to the provisions of this document as conclusive evidence of the contents of it.
$(b)$ The Trustee is not bound to call for further evidence other than such certificate. statement, report, balance sheet or account nor to enquire as to the accuracy thereof and is not responsible for any loss or damage that may be occasioned by its reliance.

13.6 Trustee may assume certain matters

The Trustee may assume that:

any representation or statement made by a person in this document, the Prospectus or $(a)$ the Conditions of Issue remains true;
$(b)$ any deed or information provided to it is genuine and accurate if it believes in good faith that this is the case; and
(unless it is notified in writing by a Note Holder or the Company to the contrary) any $(c)$ right, power, authority or discretion vested in any party has not been exercised.

$13.7$ Trustee knowledge

The Trustee will only be considered to have knowledge or notice of or be aware of any matter or thing if the Trustee has knowledge, notice of awareness of that matter or thing by virtue of the actual knowledge, actual notice or actual awareness of the officers or employees of the Trustee who have day to day responsibility for the administration of the Trust.

$13.8$ Application to court for direction

The Trustee may apply to a court for directions in relation to any question relating to its duties under this Deed, the Conditions of Issue or in relation to any Note or relating to its powers.

13.9 Company to notify Trustee

Without limiting the operation of this clause 13, the Company agrees to promptly notify the Trustee:

of the occurrence of an Event of Default ; or $(a)$
$(b)$ where the Company has knowledge that a party (including itself) is in breach of its obligations under this Deed and the Conditions of Issue, the name of that party and the nature of that breach (including reasonable details of the breach).

13.10 No obligation to notify or investigate or monitor

Subject to section 283DA of the Corporations Act, the Trustee need not:

$(a)$ notify any person of the execution of this Deed or the occurrence of any breach of this Deed or the Conditions of Issue or Event of Default;
$(b)$ take any steps to ascertain whether there has occurred (and will not be deemed to have knowledge that such has occurred until it has received written notice from the Company or a Note Holder in relation to such) any:
- $(i)$ Event of Default: or
- $(ii)$ event which constitutes or which would, with the giving of notice or the lapse of time or the issue of a certificate, constitute an Event of Default;
$(c)$ enquire as to whether the provisions of this Deed or the Conditions of Issue have been complied with;
$(d)$ notify any Note Holder of any breach by the Company of any provision of this Deed or the Conditions of Issue:
$(e)$ request information or otherwise keep itself informed about the circumstances of the Company or consider or provide to any person (including a Note Holder) any information with respect to the Company (whenever coming into its possession);
investigate the adequacy, accuracy or completeness of any information provided by $(f)$ the Company; or
assess, investigate or keep under review the business, financial condition, status or $(g)$ affairs or the Company.

13.11 Monitoring and Events of Default

Except where otherwise expressly provided in this Deed or by the Corporations Act, $(a)$ the Trustee is not required to:
- $(i)$ notify any person of the execution of this Deed;
- $(ii)$ monitor, enquire or keep itself informed as to whether any party is in breach of its obligations under this Deed or the Conditions of Issue or another document or agreement to which the Company is a party; or
$(iii)$ inspect the properties or books of the Company or to assess or keep under review the business, operations, financial condition, creditworthiness or state of affairs of the Company.
The Trustee is not taken to have knowledge that an Event of Default has occurred $(b)$ unless:
- $(i)$ the Trustee becomes actually aware that an Event of Default has occurred; or
- $(ii)$ the Company informs the Trustee in writing that an Event of Default has occurred and gives it details of that event.
$(c)$ If the Trustee receives a notice of the kind referred to in clause $13.11(b)(ii)$ , the Trustee may consider the Event of Default to be continuing until:
- $(i)$ the Trustee has received a further notice from the party giving the original notice stating that the Event of Default is no longer continuing, and the Trustee may rely on that further notice for all purposes under this Deed and the Conditions of Issue; or
- $(ii)$ the Trustee becomes actually aware that the Event of Default is no longer continuing.
$(d)$ Subject to this Deed, the Trustee may represent the Note Holders generally in:
- any investigation, negotiation, action, transaction or proceeding relating to or $(i)$ affecting the interests of the Note Holders; or
- $(ii)$ the enforcement of the rights of the Note Holders or the Trustee,

and in representing the Note Holders, has an absolute discretion to act or to refrain from acting and to commence, prosecute, vary or discontinue, abandon, waive or compromise any action, proceeding or claim on any terms or conditions as it thinks fit.

13.12 No liability to Note Holders or Company

Neither the Trustee nor any of its directors, officers, employees, agents, delegates, attorneys, Related Bodies Corporate or successors has any liability or obligation to a Note Holder or the Company:

for any failure or delay by the Company or any other party in performing its $(a)$ respective obligations under this Deed and the Conditions of Issue;
for any obligations of the Company under an Option issued in accordance with this $(b)$ Deed or the Terms of Options Issue;
for the authorisation, execution, legality, validity, enforceability, effectiveness, $(c)$ genuineness, admissibility in evidence of sufficiency of this Deed and the Conditions of Issue:
$(d)$ for the completeness or accuracy of any recital, representation, warranty or statement made in or in connection with this Deed and the Conditions of Issue or any certificate or other document referred to, provided for in or received by it under this Deed and the Conditions of Issue;
$(e)$ for the accuracy or completeness of any information supplied by any person, whether or not that information is circulated by the Trustee;
$(f)$ for acting or refraining from acting in accordance with the instructions of the Note Holders under or in connection with this Deed and the Conditions of Issue;
for any absence of, or defect in the title of the Company to any asset of the Company; $(g)$
for the financial condition or solvency of the Company; or $(h)$
for acting upon any direction or instruction purporting to have been given by a $(i)$ resolution of the Note Holders passed at a meeting of the Note Holders at which minutes were made and signed even though it may subsequently be found that there was some defect in the constitution of the meeting or the passing of the resolution or that for any other reason the resolution was not valid or binding upon any of those Note Holders whom it purports to bind or upon the Trustee.

13.13 No liability to Company

The Trustee has no liability or obligation to the Company as a result of any failure or delay by any Note Holder, the Trustee or any other party in performing its respective obligations under this Deed and the Conditions of Issue unless (in relation to an obligation of the Trustee) resulting directly from the gross negligence, wilful misconduct or fraud of the Trustee.

$13.14$ Exoneration

To the extent permitted by law, neither the Trustee nor any of its directors, officers, employees, agents, delegates, attorneys, Related Bodies Corporate or successors has any liability for any action taken or omitted to be taken under or in connection with this Deed and Conditions of Issue unless resulting directly from its or their gross negligence, wilful misconduct or fraud.

13.15 No Claims

The Note Holders and the Company each release the Trustee and any director, officer, employee, agent, delegate, attorney, Related Body Corporate or successor of the Trustee from any claim it may have against any of them for any matter referred to in this clause $13.$

13.16 Evidence of claims

The Trustee is entitled and is authorised by the Company to call for (and will be entitled to accept as conclusive evidence) a certificate from any Controller or similar officer of the Company as to:

$(a)$ the amounts of the claims of the creditors which have been admitted in any liquidation, dissolution or other winding up and which will not have been satisfied in full out of the other resources of the Company; and
$(b)$ the persons entitled thereto and their respective entitlements.

Any such certificate given by any such Controller or officer of the Company will be conclusive and binding on the Trustee and all Note Holders.

$13.17$ Indemnity

$(a)$ The Trustee's right of indemnity and any limitation on the Trustee's liability under this document is subject to the Corporations Act.
Subject to clause 13.17(c), and without affecting any right of indemnity given to it by $(b)$ law or equity (and in addition to, and without affecting, another indemnity in this

document), each Protected Person is, and is entitled to be, indemnified by the Company, in respect of all claims, demands, actions, damages, losses, liabilities, costs, charges, expenses and taxes:

$(i)$ incurred by it in the exercise of any power or the undertaking by it of any obligations, duties or responsibilities, including:
- moneys paid or to be paid for, or incurred as a result of, the $(A)$ employment or appointment of an agent or Controller; and
- $(B)$ from acting in good faith or relying in good faith on any notice, request or instruction given by fax or telephone or given in accordance with this Deed, which purports to originate from, or which the Trustee reasonably believes to have originated from, the offices or an Authorised Officer of the Company or a Note Holder (as applicable); and
$(ii)$ arising in relation to this Deed or the Conditions of Issue.
The indemnity in clause 13.17(b) does not apply: $(c)$
- where the relevant Protected Person (except for an agent which has been $(i)$ appointed by the Trustee at the request of the Note Holders) has been guilty of fraud, wilful misconduct or negligence; or
- if the Protected Person is the Trustee, to the extent that the Trustee is actually $(ii)$ indemnified by a person other than the Company for the matters referred to in clause 13.17(b). If, following payment by the Company to the Trustee of any indemnified amount pursuant to this clause 13.17, the Trustee is indemnified by any other person for the matters referred to in clause 13.17(b), the Trustee shall promptly repay any such indemnified amounts received under this clause 13.17 to the Company.
$(d)$ The Trustee may from time to time retain and pay out of any moneys forming part of the Trust an amount to satisfy the indemnity given by the Company under clause 13.17(b) or any other right of indemnity given to a Protected Person under this Deed or by law or equity. The Trustee must provide details to the Note Holders of amounts so retained or paid out.
$(e)$ The indemnity contained in clause 13.17(b) is a continuing additional, separate and independent obligation of the Company and survives:
- $(i)$ the winding up or termination of the trusts under this Deed; and
- the retirement or removal of the Trustee as trustee. $(ii)$

13.18 Acknowledgment by Note Holders

Each Note Holder is taken to confirm for the benefit of the Trustee that:

$(a)$ it has been, is and will continue to be solely responsible for:
- $(i)$ making its own analysis of and investigations into the creditworthiness, status, prospects, business, operations, assets and condition of the Company and any other person referred to in this Deed; and
- $(ii)$ making its own decisions to enter into or take or not take any action under the Deed and the Conditions of Issue;
$(b)$ it has made its own assessment and approval of the return to be obtained by it under the Deed and the Conditions of Issue:
it has not relied on any representation or statement made by the Trustee as an $(c)$ inducement to it entering into this Deed and Conditions of Issue; and
$(d)$ it acknowledges that the Trustee has no obligations or liability in respect to any Options issued by the Company in accordance with this Deed and the Terms of Options Issue.

13.19 Trustee as Note Holder

In its capacity as a Note Holder, the Trustee has the same rights and powers as any other Note Holder and may exercise those rights and powers as if it were not acting as trustee.

13.20 Limited recourse to Trustee

Subject to this Deed:

the Trustee acts, and incurs liabilities and has undertaken or will undertake all $(a)$ covenants, terms and conditions on its part in relation to the Trust and this Deed and Conditions of Issue solely in its capacity as trustee of the Trust; and
$(b)$ the Trustee is not personally liable, and the Note Holders and the Company have no recourse to the Trustee (in its personal capacity or as trustee of the Trust), for payment of:
- any amount payable by it under this Deed and Conditions of Issue; or $(i)$
- any damages award for a breach of any of its obligations under this Deed and $(ii)$ Conditions of Issue, other than to the extent that the Trustee obtains reimbursement from the Trust Fund.

13.21 Limitations regarding Trustee

Subject to this Deed, the Note Holders and the Company must not take any step to:

have an administrator appointed to the Trustee; $(a)$
have a Controller appointed to the Trustee, other than a receiver of only the Trust $(b)$ Fund or a part of it;
$(c)$ appoint or have appointed a liquidator or provision al liquidator of the Trustee;
$(d)$ apply to a court to propose a compromise or arrangement in respect of the Trustee;
have the Trustee wound up, or prove in a winding up of the Trustee; $(e)$
obtain a judgment against the Trustee for the payment of money; $(f)$
carry out any distress or execution on any property of the Trustee; or $(g)$
$(h)$ exercise any:
- $(i)$ right of set-off:
- $(ii)$ right to combine or consolidate accounts; or
- $(iii)$ banker's lien,

against the Trustee, other than in respect of the Trust Fund to which that Note Holder is entitled, in connection with the Trustee's obligations under this Deed and Conditions of Issue.

13.22 Protected Persons

The Note Holders and the Company have no rights against or recourse to any Protected Person in connection with the Trustee's obligations under this Deed and Conditions of Issue.

13.23 Resignation and removal of Trustee

The Trustee may resign at any time by giving not less than 30 days' written notice to $(a)$ the Company.
$(b)$ The Trustee must resign if it ceases to be a trustee that meets the requirements of section 283AC of the Corporations Act.
$(c)$ On receiving notice of the resignation of the Trustee the Company may appoint a successor Trustee. If the Company does not appoint a successor Trustee within the 30 day notice period, the retiring Trustee may do so on its behalf or, at the direction of the Trustee, the Company must apply to the Court for the appointment of a successor Trustee. Any successor Trustee must be a trustee that meets the requirements of section 283AC of the Corporations Act.
$(d)$ The Trustee may be removed by Note Holders by giving not less than 30 days' (unless the Trustee is Insolvent, in which case it may be immediate) written notice, such notice to be duly executed by Note Holders holdings Notes representing at least 50% of the Principal Amount of all the Notes on issue at the relevant time. Such notice must also provide for the appointment of a successor Trustee, whose appointment must have been consented to by the Company (such consent not to be unreasonably withheld).
$(i)$ The Trustee's resignation or removal does not take effect until a successor Trustee has been appointed and the successor Trustee has accepted the appointment in a manner which binds it to perform the obligations of the Trustee under this Deed and Conditions of Issue.
$(e)$ On appointment of a successor Trustee:
- the successor Trustee succeeds to and becomes vested with all the rights, $(i)$ powers,
- $(ii)$ remedies, discretions and obligations of the retiring Trustee; and
- $(iii)$ the retiring Trustee is discharged from any further obligations under this Deed but remains entitled to and bound by any rights and obligations that have accrued up to the date of discharge.
$(f)$ After any retiring Trustee's resignation or removal, clause 13 continues in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Trustee.
$(g)$ The retiring Trustee must, at its own cost, provide to the successor Trustee such documents and assistance as it reasonably requires for the purpose of performing its functions as Trustee under this Deed and Conditions of Issue.
$(h)$ The prior written consent of the Company must be obtained to the appointment of a successor Trustee. The Company must not unreasonably with hold its consent.

13.24 Performance of obligations of Trustee

The Trustee may:

refrain from doing anything that would, or in its reasonable opinion might, contravene $(a)$ any applicable law or a directive or request (whether or not having the force of law) of a government agency or constitute a breach of trust or of any proper practice relating to secrecy or confidentiality; and
$(b)$ do anything that, in its reasonable opinion, is necessary to comply with any applicable law or a directive or request (whether or not having the force of law) of a government agency.

13.25 Exercise of enforcement and other powers

While an Event of Default is subsisting, the Trustee may, and must, if so directed or $(a)$ instructed by a Special Resolution of the Note Holders or so requested in writing by the Note Holders of at least 51% of the total value of Notes then outstanding:
- $(i)$ give notice to the Company that the total Principal Amount of the Notes is due and payable (and that amount will immediately become due and payable when the notice is served); and/or
- $(ii)$ institute proceedings for the winding-up of the Company and/ or prove in the winding-up of the Company and/or claim in the liquidation of the Company, for the amount payable under the Conditions of Issue.
$(b)$ The Trustee may at any time, at its discretion and without further notice, institute such proceedings against the Company as it may think fit to enforce any term or condition binding on the Company under this Deed or the Conditions of Issue, except that (without prejudice to clause 13.25(a) the Trustee must not institute any proceedings or take any steps to enforce any payment obligation of the Company under or arising from this Deed, the Conditions of Issue or the Notes, including, without limitation, payment of the Principal Amount and any interest, and including damages awarded for the breach of any obligations, and in no event shall the Company, by virtue of the institution of any such proceedings or steps, be obliged to pay any sum or sums in cash or otherwise, sooner than the same would otherwise have been payable by it under the Conditions of Issue.

13.26 Trustee to convene meeting

If the Trustee is actually aware of the occurrence of an Event of Default and provided that the Trustee has available to it from the Trust sufficient money to cover the cost and expenses of doing so, the Trustee must promptly convene a meeting of Note Holders in accordance with this Deed at which it must seek directions from the Note Holders as to the action it should take in relation to that Event of Default.

13.27 Company not concerned with authority

$(a)$ The Company is not entitled or required to enquire as to whether any instructions have been given to the Trustee by the Note Holders or the extent of any instructions.
As between the Company and the Note Holders, all action taken by the Trustee under $(b)$ or in relation to this Deed and Conditions of Issue is taken to be authorised by the Note Holders.

13.28 Trustee fee and expenses

$(a)$ The Company covenants with the Trustee that it will pay to the Trustee an annual fee as agreed by the parties from time to time. The payment of such fees must be made by the Company by transfer to such account nominated from time to time by the Trustee to the Company in writing or by such other means notified by the Trustee to the Company from time to time.
$(b)$ The Company covenants with the Trustee that it will pay to the Trustee all external expenses reasonably incurred in undertaking its role of trustee of the Trust as advised by the Trustee to the Company from time to time;
$(c)$ If the Trustee ceases to be the trustee during any year, it shall be entitled to receive for that year only that proportion of the relevant annual yearly fee that equates to the proportion of the year during which the Trustee acted as trustee.
$(d)$ The Company will pay to the Trustee on demand all costs, charges and expenses (including GST) reasonably and properly incurred by or on behalf of the Trustee, including reasonable remuneration of any experts or advisers employed by the Trustee in the administration of the trusts of this Deed from time to time (including legal costs on a full indemnity basis) including any variation to this Deed in priority to any claim by any Note Holder.
The Trustee may retain and pay to itself (in priority to any claim by Note Holders) all $(e)$ remuneration, payments or other amounts referred to in this clause 13.30 out of any moneys for the time being in its hands under the trusts of this Deed and/or the Trust Fund.
$(f)$ Where in any proceedings alleging any default of the Trustee there is a finding that the Trustee was in default, the Trustee must promptly repay to the Company any amount paid by the Company to the Trustee under clause 13.30(d) in connection with defending those proceedings, to the extent that those costs or expenses relate to the finding.

13.29 Event of Default

$(a)$ If an Event of Default occurs, the Trustee may:
- $(i)$ exercise any of its rights, remedies, powers or discretions under this Deed and Conditions of Issue:
- $(ii)$ exercise any of its powers under the Corporations Act; or
- (iii) issue a default notice to the Company requiring that the default be immediately remedied to the satisfaction of the Trustee.
$(b)$ Subject to the Trustee firstly being indemnified to its satisfaction from the property of the Trust, if the Trustee becoming actually aware of the occurrence of an Event of Default, the Trustee must promptly convene a meeting of Note Holders in accordance with this Deed at which it must seek directions from the Note Holders as to the action it should take in relation to that Event of Default.

14 Distribution of Recovered Monies

$14.1$ Order of priority

The Trustee must promptly pay all moneys received by it in respect of this Deed for the following purposes and in the following order of priority:

$(a)$ first, to meet all costs, charges, fees, expenses and liabilities incurred or paid by the Trustee under or in connection with this Deed or the Conditions of Issue, including all remuneration or other amounts payable to the Trustee (and any interest payable on any of those amounts) for which the Company is liable under this Deed;
$(b)$ second, in payment of all costs, charges, fees, expenses and liabilities incurred by or other amounts owing to a Controller under or in connection with this Deed (including all remuneration payable to that Controller);
third, to meet all money owing to Note Holders (other than in respect of the Principal $(c)$ Amount) due and payable on the Notes, to be paid pari passu and rateably and without preference or priority amongst Note Holders, subject to any necessary rounding;
$(d)$ fourth, to meet the Principal Amount due and payable on all Notes, to be paid pari passu and rateably and without preference or priority amongst Holders, subject to any necessary rounding; and
fifth, to pay the balance (if any) to the Company. $(e)$

$14.2$ Moneys received

In applying any Recovered Monies towards satisfaction of the money owing, the Company will be credited only with so much of the money available for that purpose as the Trustee has actually received and is not required for whatever reason to be disgorged, such credit to date from the time of such receipt.

$14.3$ Application of moneys

Notwithstanding any principle or presumption of law to the contrary or any direction given at the time of it being received by the Trustee or, the Trustee has, subject to this Deed, an absolute discretion without the need to communicate its election to any person to apply any payment or credit received by it under this Deed in reduction of any part of the money owing.

$14.4$ Contingent payments

If a Note Holder receives an amount under this Deed or the Conditions of Issue on account of an amount contingently owing under this deed or the Conditions of Issue, and it transpires that the amount never becomes owing and payable, the Note Holder must promptly repay the amount received to the Trustee for distribution in accordance with this Deed.

15 Limitation of Liability

Notwithstanding anything to the contrary in this Deed of the Conditions of Issue but subject always to the Corporations Act:

$(a)$ The Company acknowledges that the Trustee is entering into this Deed as trustee for the Trust and not in any other capacity.
$(b)$ The Trustee is not liable to the Company or any other person in any capacity other than as trustee of the Trust.
$(c)$ A liability to the Company or a Note Holder arising under or in connection with this Deed is limited to and can be enforced by the Company or the Note Holder against the Trustee only to the extent to which it can be satisfied out of any property held by the Trustee out of which the Trustee is actually indemnified for the liability. This limitation of the Trustee's liability applies despite any other provision of this Deed and extends to all liabilities and obligations of the Trustee in any way connected with any

representation, warranty, conduct, omission, agreement or transaction related to this Deed

$(d)$ Neither the Company nor any Note Holder may sue the Trustee in any capacity other than as trustee of the Trust, including seeking the appointment of a receiver (except in relation to property of the Trust), a liquidator, an administrator or any other similar person to the Trustee or prove in any liquidation of or affecting the Trustee (except in relation to the property of the Trust).
The Company and each Note Holder waive their rights and release the Trustee from $(e)$ any personal liability in respect of any loss or damage which any of them may suffer as a consequence of a failure of the Trustee to perform its obligations under this Deed, which cannot be paid or satisfied out of any property held by the Trustee.
$(f)$ The provisions of this clause will not apply to any obligation or liability of the Trustee to the extent arising as a result of the Trustee's fraud, negligence or wilful default.
The Company acknowledges that it is responsible under this Deed for performing a $(g)$ variety of obligations. No act or omission of the Trustee (including any related failure to satisfy its obligations or breach of representation or warranty under this deed) will be considered fraud, negligence or wilful default of the Trustee for the purposes of this Deed to the extent to which the act or omission was caused or contributed to by any failure of the Company or any other person to fulfil its obligations relating to this Deed or by any other act or omission of the Company or any other person.
No attorney, agent or delegate appointed in accordance with this Deed has authority to $(h)$ act on behalf of the Trustee in any way which exposes the Trustee to any personal liability and no act or omission of any such person will be considered fraud, negligence or wilful default of the Trustee for the purpose of this Deed.

Variation of Deed and Conditions of Issue $16$

$(a)$ Subject to clause 16(b), and the ASX Listing Rules (to the extent applicable), this Deed may be amended, varied, modified or added to by notice given by the Company to all Note Holders provided that the amendment, variation, modification or addition has been agreed to by Note Holders at a Meeting held in accordance with the provisions of this Deed by way of Special Resolution and provided the change does not alter any of the rights and obligations of the Trustee (without the Trustee's prior written consent).
$(b)$ The Company and the Trustee may by deed between them amend, vary, modify or add to this Deed without requiring the agreement or approval of Note Holders if in the opinion of the Trustee and the Company:
- $(i)$ the change is necessary or desirable to correct an error or to comply with any law or to comply with the ASX Listing Rules;
- the change is of a formal or technical nature; or $(ii)$
- the change is not likely to be materially prejudicial to the interests of Note $(iii)$ Holders.
$(c)$ The Company must provide the Trustee with confirmation that any change made in accordance with clause 15(b) will not expose the Trustee to liability.
Any amendment, addition or revocation of any provision of the Conditions of Issue $(d)$ may only be made in accordance with the Conditions of Issue. The Company must

provide the Trustee with a copy of any amendment to the Conditions of Issue at least 10 Business Days prior to the proposed amendment taking effect.

$17$ Completion of blanks

The Trustee and each Authorised Officer of the Trustee is authorised to fill in any blanks and otherwise complete any instruments executed by the Company and deposited with the Trustee in connection with this Deed.

18 Notices

$18.1$ Requirements

All notices must be:

in legible writing and in English; $(a)$
$(b)$ addressed to the recipient in accordance with clause 18.3 or to the address, email address or facsimile number set out below or (in the case of the Trustee and/or the Company) to any other address or facsimile number that a party may notify to the other:
- $(i)$ to the Company:

Address:	24 Palmerston Road West, Ringwood Vic 3134
Attention:	Company Secretary
	Facsimile No: (03) 9874 1077
Email:	[email protected]

$(ii)$ to the Trustee:

Address:	Level 22, 207 Kent Street Sydney NSW 2000
Attention:	Corporate Trust
	Facsimile No: (02) 9028 5942
Email:	[email protected]

$(c)$ signed by the party, or where the sender is a company, by an Authorised Officer; and
sent to the recipient by hand, prepaid post (airmail if to or from a place outside $(d)$ Australia) or facsimile.

18.2 Receipt

Without limiting any other means by which a party may be able to prove that a notice $(a)$ has been received by the other party, a notice will be considered to be received:
- $(i)$ if sent by hand, when left at the address of the recipient;
- $(ii)$ if sent by pre-paid post, 3 days (if posted within Australia to an address in Australia) or 10 days (if posted from one country to another) after the date of posting;
$(iii)$ if sent by facsimile, on receipt by the sender of an acknowledgment or transmission report generated by the sender's machine indicating that the whole facsimile was sent to the recipient's facsimile number, or
if sent by email, when the sender's computer records that the email was sent to $(iv)$ the recipient's email address;
but if a notice is served by hand, or is received by the recipient's facsimile or email on $(b)$ a day which is not a Business Day, or after 5:00pm (recipient's local time) on a Business Day, that notice w ill be considered have been received by the recipient at 9:00am on the next Business Day.

18.3 Notices to Note Holders

A notice may be given by the Company or the Trustee to any Note Holder, or in the $(a)$ case of joint Note Holders to the Note Holder whose name appears first in the Register:
- $(i)$ personally:
- by leaving it at the Note Holder's address noted in the Register or by sending $(ii)$ it by prepaid post (airmail if posted to a place outside Australia) addressed to the Note Holder's address noted in the Register;
- by facsimile transmission to the facsimile number nominated by the Note $(iii)$ Holder;
- by publishing such notice in a national newspaper; $(iv)$
- $(v)$ by the Company posting, at the request of the Trustee, the notice on the Company's internet website;
- $(vi)$ by the Trustee posting such notice on its own internet website; or
- $(vii)$ by other electronic means, including by email, determined by the Company or the Trustee.
$(b)$ If the notice is signed, the signature may be original or printed.

19 General provisions

19.1 Further assurances

The Company must, at its own expense, whenever requested by the Trustee, promptly do or cause to be done anything which the Trustee considers necessary or desirable to:

$(a)$ give full effect to this Deed and the Conditions of Issue; or
more fully secure the rights, remedies and powers of the Trustee under this Deed and (b) the Conditions of Issue.

including signing and delivering documents.

19.2 Waiver and exercise of rights

$(a)$ A waiver by the Trustee of a provision of or of a right under this Deed and the Conditions of Issue is binding on the Trustee only if it is given in writing and is signed by the Trustee or an Authorised Officer of the Trustee.

A waiver is effective only in the specific instance and for the specific purpose for $(b)$ which it is given.
Once given by the Trustee, a waiver is binding on the Note Holders $(c)$
$(d)$ A single or partial exercise, or non-exercise, of a right by the Trustee does not prevent another exercise, attempted exercise or non-exercise of that right or the exercise, or non-exercise, of another right.
Failure by the Trustee to exercise or delay in exercising a right does not prevent its $(e)$ exercise or operate as a waiver.
$(f)$ The Trustee is not liable for any loss, cost or expense of the Company caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right and the Company must indemnify the Trustee in respect of any waivers given by the Trustee under this Deed.

19.3 Invalid or unenforceable provisions

If a provision of this Deed or the Conditions of Issue is invalid or unenforceable in a jurisdiction:

it is to be read down or severed in that jurisdiction to the extent of the invalidity or $(a)$ unenforceability; and
that fact does not affect the validity or enforceability of: $(b)$
- $(i)$ that provision in another jurisdiction; or
- the remaining provisions. $(ii)$

Trustee's certificate 19.4

A certificate signed by an Authorised Officer of the Trustee stating an amount due, owing or payable or a rate or any other matter for the purpose of this Deed and the Conditions of Issue is, in the absence of manifest error, conclusive and binding.

19.5 Counterparts

This Deed may be signed in counterparts and all counterparts taken together constitute one document.

19.6 Successors and assigns

This Deed is binding on, and for the benefit of, the parties to this Deed and their $(a)$ respective successors and permitted assigns.
$(b)$ The Company must, at its own expense, within 5 Business Days of written demand by the Trustee, execute and cause its successors to execute any instrument which imposes no greater obligations on the Company than those contained in this Deed, and do everything reasonably necessary, to bind its successors to this Deed.

19.7 Governing law

This Deed is governed by the laws applying in the state of Victoria.

19.8 Jurisdiction

The Company irrevocably and unconditionally:

submits to the non-exclusive jurisdiction of the courts of the Victoria; and $(a)$
$(b)$ waives, without limitation, any claim or objection based on absence of jurisdiction or inconvenient forum.

EXECUTED as a deed

EXECUTED by STOKES LIMITED inaccordance with section $127(1)$ of theCorporations Act 2001:
Director	Director/Secretary
Name (please print)	Name (please print)
The Common Seal of AUSTRALIANEXECUTOR TRUSTEES LIMITEDwas affixed to this document in thepresence of:folateSignature of Authorised PersonYvonne Kelaher	RAMONAUSTRALIANEXECUTORTRUSTEESLIMITEDA.C.N. 007 869 794Signature of Authorised PersonIRENE NEYER
Name of Authorised Person (please print)	Name of Authorised Person (please print)

19.8 Jurisdiction

The Company irrevocably and unconditionally:

submits to the non-exclusive jurisdiction of the courts of the Victoria; and $(a)$

$\mathcal{E}$ $\big)$ $\big)$ $\tilde{)}$

$\mathcal{E}$

$\left(\begin{array}{c} 1 \ 0 \ 0 \end{array}\right)$

waives, without limitation, any claim or objection based on absence of jurisdiction or $(b)$ inconvenient forum.

EXECUTED as a deed

EXECUTED by STOKES LIMITED in
accordance with section $127(1)$ of the
Corporations Act 2001:

Director

Con Scrinis Name (please print)

Director/Secretary

Peter Jinks Name (please print)

The Common Seal of AUSTRALIAN EXECUTOR TRUSTEES LIMITED was affixed to this document in the presence of:

Signature of Authorised Person

Name of Authorised Person (please print)

Annexure 1 Conditions of Issue of Convertible Notes

1 Definitions

ASX means ASX Limited or, as the context requires, the financial market known as the Australian Securities Exchange operated by it.

ASX Settlement means ASX Settlement Pty Ltd, the body which administers the CHESS system in Australia.

ASX Settlement Operating Rules means the settlement operating rules of ASX Settlement.

Business Day means a day on which Banks are open for business in Melbourne other than a Saturday, a Sunday or a public holiday.

Change in Control Event has the meaning given in Condition 5.

Company means Stokes Limited ABN 24 004 554 929.

Conversion means the conversion of a Note by exercise of the Conversion Right attached to the Note.

Conversion Date means the Ouarterly Conversion Date after the Conversion Notice Date.

Conversion Notice means the notice in, or substantially in, the form of Annexure 2.

Conversion Notice Date means the date on which the Company receives a Conversion Notice from a Note Holder in accordance with Annexure 2.

Conversion Rate means the rate of Conversion of each Note into Shares on a 1 Note to 1 Share basis.

Conversion Right means the right to convert a Note to a Share in accordance with these conditions.

Corporations Act means the Corporations Act 2001 (Cth).

Default Rate means 12.5% per annum.

Interest Payment Date means two Business Days after each of March 31, June 30, September 30 and December 31 in each year.

Interest Period means each period from:

the period from and including the Issue Date to an including the next occurring $(a)$ Interest Payment Date; and
each successive 3 month period ending on an Interest Payment Date; and $(b)$
the period from and including the last Interest Payment Date to and including the Maturity Date or the Conversion Date applicable to the Notes (whichever occurs $(c)$ first).

Interest Rate means 10% per annum.

Issue Date means the date of issue of the Notes.

Listing Rules meansthe ASX Listing Rules.

Maturity Date means the earlier of:

30 June 2017; or $(a)$
any earlier date on which the Principal Amount of the Note is required to be repaid in $(b)$ full under these Conditions.

Notes means, at any time, convertible notes created and issued by the Company under these Conditions of Issue.

Note Holder or holder of Notes means, in relation to any of the Notes at any time, the person registered in the Register as the holder of those Notes.

Option means an option to acquire 1 Share in the capital of the Company for every two Notes converted to Shares subject to the Trust Deed and Terms of Option Issue.

Principal Amount means at any time in respect to a Note or Notes, the principal amount of $0.35 per Note or the aggregate principal amount of Notes outstanding (as the context requires);

Ouarter means each 3 month period ending on an Interest Payment Date;

Ouarterly Conversion Date means any of March 31, June 30, September 30 and December 31 in any year.

Shares means fully paid ordinary shares in the capital of the Company.

Terms of Option Issue means the terms applying to each Option issued by the Company as detailed in the Prospectus.

Trust Deed means the trust deed dated on or about 23 May 2014 between the Company and the Trustee as amended from time to time.

Trustee means Australian Executor Trustees Limited ABN 84 007 869 794 or such other entity appointed as trustee pursuant to the Trust Deed from time to time.

$\overline{2}$ General Terms of Issue

$2.1$ Terms of Issue

Each of the Notes shall:

$(a)$ have an issue price of $0.35;
be paid for in full before issue; $(b)$
bear interest on the basis set out in Condition 3; $(c)$
$(d)$ unless Converted in accordance with these Conditions of Issue, entitles the Note Holder to receive from the Company the Principal Amount on the Maturity Date together with accrued interest; and
subject to Condition 4.3, convert in the manner and at the times provided by $(e)$ Condition 4 into Shares at the applicable Conversion Rate;
is not redeemable at the election of the Company; and $(f)$
$(g)$ be quoted on ASX.

$2.2$ Status

$(a)$ The Notes:
- $(i)$ are unsecured;
- confer contractual rights on the Note Holders as set out in these $(ii)$ Conditions of Issue and the Trust Deed;
- do not (until Conversion) confer on Note Holders any right as a member $(iii)$ or shareholder of the Company, including voting rights (unless the Corporations Act or the Listing Rules provide otherwise); and
- $(iv)$ confer on Note Holders a right to be given copies of all documents sent by the Company to shareholders (whether in connection with a general meeting of Shareholders or otherwise).
$(b)$ Each Note Holder by accepting an issue of Notes:
- agrees to be bound by these Conditions of Issue and the provisions of the $(i)$ Trust Deed; and
- $(ii)$ acknowledges that it has contractual rights against the Company as set out in these Conditions of Issue but that the Notes do not (until Conversion) confer any right as a member of the Company.

3 Interest

The Notes will accrue interest daily at the Interest Rate. $(a)$
$(b)$ Interest must be paid by the Company in arrears within 2 Business Days of each Interest Payment Date in respect of the preceding Interest Period. The Company may elect to defer payment of interest for the Interest Period ending on the first Interest Payment Date following the Issue Date until the next occurring Interest Payment Date at which time it must be paid in full together with all other interest then due and payable by the Company. Any such interest payment deferred will not itself attract interest.
$(c)$ If the Company does not pay interest on the Notes within the time set out in paragraph (a), interest will be payable at the Default Rate for the relevant Quarter, accruing daily until it is paid.
$(d)$ Interest ceases to be payable in respect of any Note from the date the Note is converted or the date on which the whole of the Principal Amount is repaid in accordance with these Conditions of Issue. Any interest outstanding at the applicable Conversion Date will be due and payable as a debt from the Company to the Note Holder.
$(e)$ If the Company becomes an externally administered body corporate (within the meaning of the Corporations Act) and notwithstanding any other provision of these Conditions of Issue, all interest on the Notes which would potentially be payable in the future on any future Interest Payment Date will immediately become due and payable.

$\overline{\mathbf{4}}$ Conversion

$4.1$ Conversion Right

Each Note Holder has the right to elect to convert all or some only of the Notes $(a)$ early by giving written notice to the Company at any time. Any Notes the subject of early Conversion will be the subject of a Share issue by the Company at the Conversion Rate no later than 10 Business Days after the Quarterly Conversion Date following the Conversion Notice Date, at which time final payment of interest in respect of the Notes up to the Conversion Date must also he made.
Where a Note Holder elects to convert only part of its total holding of Notes, the $(b)$ Note Holder must convert at least 5,000 Notes or an integral multiple of 5,000 Notes.
The Company covenants with each Note Holder that it will issue Shares for the $(c)$ Notes in respect of which Note Holders have elected to exercise Conversion Rights, at the Conversion Rate on the relevant Conversion Date (as applicable).
$(d)$ Upon the exercise of a Conversion Right in respect of a Note, the Note Holder will be deemed to have applied for such number of Shares as will be issued upon the conversion of those Notes at the Conversion Rate.
All Shares issued upon conversion of Notes will rank in all respects equally with the $(e)$ then existing Shares of the Company and will rank for dividends declared or determined by the Company on its Shares after (but not before) the Conversion Date of the Notes.
At the same time as the issue of such Shares the Company must also: $(f)$
- $(i)$ apply for quotation of such Shares on the ASX; and
- $(ii)$ issue the Note Holder with one option for every two Shares issued to the Note Holder upon Conversion in accordance with the Trust Deed and the Terms of Option Issue.

No Right to participate in new issues of ordinary shares 4.2

There are no participation rights or entitlements inherent in the Notes and the Note Holder will not be entitled to participate in new issues of capital offered to Shareholders until Conversion has taken place.

$4.3$ Adjustment of Conversion Rate

If the Company reorganises its capital, the Conversion Rate or the conversion price or both will be adjusted in accordance with the Listing Rules applicable at the time of the reorganisation, and so that Note Holders will not receive a benefit that holders of Shares do not receive. Unless the Listing Rules require otherwise, the Conversion Rate must be adjusted as follows:

$(a)$ Reduction in capital: If the issued capital of the Company is reduced, the entitlement of a Note Holder to convert its Notes to Shares at the Conversion Rate will be reduced in the same proportion and manner as the issued capital is so reduced (subject to any provisions with respect to the rounding of entitlements as may be sanctioned by the meeting of the members of the Company approving the reduction of capital) but in all other respects the Conversion Rights will remain unchanged;

Consolidation of capital: If the issued capital of the Company is consolidated. $(b)$ the entitlement of a Note Holder to convelt its Notes to Shares at the Conversion Rate will be reduced in the same proportion and manner as the issued capital is so consolidated (subject to any provisions with respect to the rounding of entitlements as may be sanctioned by the meeting of the members of the Company approving the consolidation of capital) but in all other respects the Conversion Rights will remain unchanged; and
$(c)$ Subdivision of Capital: If the issued capital of the Company is subdivided, the entitlement of a Note Holder to convert its Notes to Shares at the Conversion Rate will be increased in the same proportion and manner as the issued capital is so subdivided (subject to any provisions with respect to the rounding of entitlements as may be sanctioned by the meeting of the members of the Company approving the subdivision of capital) but in all other respects the Conversion Rights will remain unchanged.

If the Company reorganises its capital so that the Conversion Rate or the conversion price or both are adjusted in accordance with this clause, the Company must advise the Trustee and the Note Holders of the adjustment.

4.4 Pro rata issue

If at any time prior to the earlier to occur of the Conversion, redemption or Maturity Date of the Convertible Notes the Company makes a pro rata offer (excluding a bonus issue) to shareholders, the Conversion Rate on Conversion of the Notes will be adjusted using the formula as follows:

$$ NR = OR + E[P - (S+O)] $$

$$ N+1 $$

Where:

$NR =$ the new Conversion Rate of the Notes.

$OR =$ the old Conversion Rate of the Note prior to the pro rata offer.
the number of Shares into which one Note is convertible. $E =$
$P =$ average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
$S =$ the subscription price of a Share under the pro rata issue.
the dividend due but not yet paid on the existing underlying Shares (except those $Q=$ to be issued under the pro rata issue).
$N =$ the number of Shares with rights or entitlements that must be held to receive a right to one (1) new share.

$4.5$ Bonus Issue

If a bonus Share issue is made by the Company, then the number of Shares issued to each Note Holder on Conversion of a Note will be increased by the number of bonus Shares that a Note Holder would have received if the Note had been exercised prior to the record date for the bonus issue. No change will be made to the Conversion Rate.

Costs of Conversion and listing $4.6$

Except as otherwise stated in these Conditions of Issue, the Company will pay the expenses (but excluding any taxes or stamp duties for which the holders of Shares would ordinarily be liable) of the issue of, and all expenses of obtaining quotation for, Shares issued on Conversion.

Conversion Right warranties 4.7

The Company must, whilst there are any Notes on issue:

Listing: $(a)$
- $(i)$ maintain a listing for all the Shares on the ASX;
- obtain and maintain a listing on the ASX for all the Shares issued on the $(ii)$ exercise of any of the Conversion Rights;
- $(iii)$ obtain and maintain a listing for all the Shares issued on the exercise of any of the Conversion Rights on any other stock exchanges on which any other Shares are then listed; and
- $(iv)$ promptly give to the Note Holders notice of the delisting of the Shares (as a class) by the ASX, or any other stock exchange on which they are listed from time to time:
Conversion to ordinary shares: ensure that all Shares issued upon Conversion $(b)$ will be duly and validly issued, fully paid and registered in the name of the Note Holder.
Consents: use its best endeavours to obtain, as and when required, and having $(c)$ once obtained, maintain, all necessary governmental and regulatory consents to enable:
- $(i)$ the Company to allot and issue the Shares to be issued upon conversion of the Notes: and
- $(ii)$ the Company to make all payments required to be made by it in respect of the Notes.

Bound by Constitution 4.8

Each Note Holder acknowledges that on the issue of Shares on the exercise of the Conversion Right, the Note Holder will be bound by the Constitution of the Company in so far as it relates to Shares.

5 Takeover or Change of Control

In the event that:

a takeover bid within the meaning of the Corporations Act is made for the Shares $(a)$ and the bidder acquires a relevant interest in at least 50% of the Company's Shares and the bid is declared unconditional; or
$(b)$ a court orders a meeting to be held in relation to a proposed scheme of arrangement in relation to the Company the effect of which is that a person will acquire a relevant interest in at least 90% of the Shares in the Company and the Company's shareholders pass the resolution by the requisite majorities,

(each a "Change in Control Event"), then:

the Company will give to each Note Holder written notice (Sale Notice) of the $(c)$ Change in Control Event within five (5) Business Days of receiving notice of it; and
$(d)$ the Note Holder must elect within seven (7) Business Days after receipt of the Sale Notice to either:
- convert all the Notes held by that Note Holder into Shares in accordance with $(i)$ Condition 4; or
- $(ii)$ require the Company to redeem all the Convertible Notes held by that Note Holder in accordance with Condition 6.
If no election is made under Condition $5(d)$ , within the time period specified in that $(e)$ clause, then the Company may in its discretion convert all the Notes held by that Note Holder and on conversion Interest will be paid in accordance with Condition 4.

6 Redemption

$6.1$ Redemption on Maturity date

The Company must redeem all the Notes on issue on the Maturity Date by paying the aggregate Principal Amount of those Notes plus any outstanding interest on those Notes as at such date.

$6.2$ No early redemption by Company

The Company has no right to redeem the Notes prior to the Maturity Date.

$6.3$ Events of default

The Company must redeem Notes for their Principal Amount upon receipt by the Company of a redemption notice given by the Trustee as a result of the exercise by the Trustee on behalf of the Holders of its rights in accordance with the Trust Deed.

The rights of the Trustee and each Holder to take action against the Company upon the occurrence of an Event of Default are subject to the restrictions set out in the Trust Deed.

$\overline{7}$ Holding Statements

A Holder is entitled to receive such statements of the holdings of the Notes of the Holder as the Company is required to give pursuant to the Corporations Act, the Listing Rules and the ASX Settlement Operating Rules

Except as ordered by a court of competent jurisdiction or as required by law, the Company:

$(a)$ may treat the registered holder of any Note as the absolute owner (notwithstanding any notice of ownership or writing on the Note or any notice of pervious loss or theft or of any trust or any other interest);
is not required to obtain any proof of ownership and is not required to verify $(b)$ the identity of the registered holder; and
is not required to recognise or give effect to any legal or equitable interest in $(c)$ any Note not entered on the Register notwithstanding that the Company may have actual or constructive notice thereof.

Transfer of Notes 8

Forms of transfer $8.1$

A Holder may transfer any Notes the Holder holds by:

a Proper ASTC Transfer or any other method of transferring or dealing in the $(a)$ Notes introduced by ASX or operated in accordance with the ASX Settlement Operating Rules or the Listing Rules and, in any such case, recognised under the Corporations Act; or
$(b)$ a written instrument of transfer in any usual form or in any other form approved by either the Directors or ASX, that is otherwise permitted by law.

8.2 Registration of transfer

A transferor of any Notes remains the owner of such Notes transferred until the transfer is registered and the name of the transferee is entered in the Notes Register in respect of the Notes, and the transferee of the Notes on being entered on the Notes Register shall have all the rights and obligations which the transferor had and all the rights and obligations of a Holder under the Trust Deed and these Terms of Issue.

8.3 Transfers which are not Proper ASTC Transfers

The following provisions apply to instruments of transfer referred to in condition $8.1(b)$ :

$(a)$ unless the instrument of transfer is otherwise a sufficient transfer under the Corporations Act, the instrument must be signed by, or executed by or on behalf of:
- $(i)$ the transferor: and
- $(ii)$ if required by the Company, the transferee;
the instrument of transfer duly stamped will be left at the place where the $(b)$ Notes Register is kept; and
the instrument of transfer must be endorsed or accompanied by an instrument $(c)$ executed by the transferee to the effect that the transferee agrees to accept the Notes subject to the terms and conditions on which the transferor held them, to become a Note Holder and to be bound by the Trust Deed and these Conditions of Issue.

$8.4$ Directors to register transfers

Subject to conditions 8.3 and 8.5, for so long as the Notes Register is maintained by the Company, the Directors will not refuse to register or fail to register or give effect to a transfer of the Notes.

Refusal to register transfers other than Proper ASTC Transfer 8.5

$(a)$ The Directors may refuse to register any transfer of the Notes (other than a Proper ASTC Transfer) where the Listing Rules permit the Company to do so.
$(b)$ The Directors will refuse to register any transfer of the Notes (other than a Proper ASTC Transfer) where the Corporations Act Schedules or the Listing Rules require the Company to do so, or the transfer is in breach of the Listing Rules.

Notice of refusal to register 8.6

Where the Directors refuse to register a transfer of the Notes under condition 8.5, $(a)$ the Company will give written notice of the refusal and the reasons for the refusal to the transferee and the person who lodged the transfer, if not the transferee, within 5 Business Days after the date on which the transfer was lodged with the Company.
$(b)$ Failure by the Company to give notice under clause 8.6(a) will not invalidate the refusal to register the transfer in any way.

Clearing systems 8.7

Notes or interests in Notes held through a Clearing System will be transferable only in accordance with the rules and regulations of that Clearing System.

The rules and regulations of that Clearing System prevail over this condition 8 with respect to those Notes, or interest in Notes, to the extent of any inconsistency.

8.8 Registrar

If the Company appoints a registrar to maintain the Notes Register in accordance with the Trust Deed, then the Company will procure the registrar to comply with the provisions of this condition 8 as if references to 'the Company' or 'the Directors' were references to 'the Registrart.

9 Non-Redeemable

The Notes are not redeemable in any circumstance at the option of the Company.

10 Payment to Note Holders

$(a)$ Any interest shall be paid in accordance with the Trust Deed.
If several persons are entered in the Register as joint holders of any Notes then $(b)$ without prejudice to the last preceding Condition, the payment to any one of such persons for any moneys payable on or in respect of such Notes shall be as effective a discharge to the Company as if the person to whom payment is made were the sole registered holder of such Notes.
The Company shall be entitled to deduct and withhold from any payment to be $(c)$ made to a Note Holder, any amount which the Company is required to deduct or withhold in respect of such payment under any applicable taxation or other law.

$11$ Notices

A notice given to a Note Holder pursuant to a provision of these Conditions of Issue must be given in accordance with the provisions of the Trust Deed. The notice will be deemed to have been delivered in accordance with the timings set out in the Trust Deed.

$12$ Variation of Conditions of Issue

These Conditions of Issue may be amended, varied, modified or added to in accordance with the terms set out in the Trust Deed.

$13$ Trustees Power to Enforce

Without limiting the rights and discretion of the Trustee under the Trust Deed, the Trustee may at its discretion and without further notice institute such proceedings in accordance with the Trust Deed against the Company as it may think fit to enforce any obligation, condition or provision binding on the Company under the Trust Deed and these Conditions of Issue.

14 Conditions of Issue Binding on Parties and Successors

These Conditions of Issue and the provisions of the Trust Deed shall be binding on the Company, the Trustee and the Note Holders and all persons claiming through or under them respectively.

15 Jurisdiction

These Conditions of Issue shall be governed by and construed in accordance with the laws of Victoria.

Annexure 2 Conversion Notice

The Directors Stokes Limited

Note Certificate No # dated [#] and Conditions attached to the Certificate

I/we

(Name of Note Holder)

(Address of Note Holder)

holding SRN/HIN number hereby request conversion of Convertible Notes into fully paid ordinary shares in the capital of Stokes Limited in accordance with Conditions of the Trust Deed dated on or about 23 May 2014.

I note that while I can serve this Conversion Notice on the Company at any time, no shares will be issued to me until the Conversion Date (being the last date of the Quarter in which this Conversion Notice is received by the Company).

I/we agree to be bound by the Constitution of Stokes Limited.

Dated:

Signature

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Note Holder/Director/Sole Director

Name (please print)

. . . . . . . . . . . . . . . . . . . .

Signature

....................................... Note Holder/Director/Sole Director

Name (please print)

. . . . . . . . . . . . . . . . . . . .

AI assistant

SKS TECHNOLOGIES GROUP LIMITED — Capital/Financing Update 2014

65805_rns_2014-05-25_a66fd208-2788-4b05-9e17-95d84d3dc239.pdf

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Part 1 - All issues

23 June 2014

Part 2 - Pro rata issue

Part 3 - Quotation of securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Entities that have ticked box 34(b)

Quotation agreement

Appendix 3B – Annexure 1

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

Part 1

Convertible Notes Trust Deed

Contents

Details

General terms

$\overline{1}$ Definitions and interpretation

$1.1$ Definitions

Authorised Officer means:

Bank means:

$1.2$ Interpretation

$1.3$ Deed subject to Listing Rules if Notes are quoted on ASX

$\overline{2}$ Trust

$2.1$ Appointment

$2.2$ Rights and obligations held on trust

$2.3$ Term

Termination $2.4$

$2.5$ Name of trust

$\overline{3}$ Indebtedness of Company

$\boldsymbol{4}$ Payment

$4.1$ Payment of Principal Amount and Interest

$4.2$ Direction to pay

$4.3$ Notification

5 Issue of Notes

$5.1$ Issue of Notes

$5.2$ First Issue of Notes

$5.3$ Rights of Note Holders

5.4 Conditions of issue and this Deed binding

5.5 Redemption

5.6 Conversion

$5.7$ Options

$5.8$ Conditions of Issue Paramount

5.9 Cancellation of Notes

5.10 Borrowing Limitation

Transfer of Notes 6

$6.1$ Transfer

$6.2$ Registration requirements for transfers

6.3 Registration of Transfers

6.4 Transmission

6.5 Quoted Notes

$\overline{7}$ Register

$7.1$ Register

$7.2$ Conclusiveness of Register

$7.3$ Register available for inspection

8 Statements

9 Meetings of Note Holders

$9.1$ Rights of Note Holders to give direction or instruction to Trustee at meetings

$9.2$ Trustee or Company may convene

$9.3$ Requisition of Meeting by Note Holders

$9.4$ Notice of Meeting

9.5 Quorum for a meeting

$9.6$ Meeting following an initial lack of guorum

9.7 Quorum necessary

9.8 Resolutions

9.9 Appointment of proxy

9.10 Election of chairperson

$9.11$ Closure

9.12 Adjournment of Meetings

$9.13$ Trustee to advise Company

9.14 Company to advise Trustee

9.15 Keeping of minutes

9.16 Written Resolution

10 Company's obligations

$10.1$ Specific obligations

$10.2$ Undertakings by the Company

$10.3$ Notification obligations when Company in Liquidation

SKS TECHNOLOGIES GROUP LIMITED Capital/Financing Update 2014