SPC GLOBAL HOLDINGS LTD — Director's Dealing 2016

Aug 14, 2016

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Via email

15 August 2016

Frieda Orr Adviser, Listings Compliance (Perth) ASX Compliance Pty Ltd Level 40, Central Park, 152-158 St Georges Terrace Perth WA 6000

Dear Frieda

FOD’s announcements lodged with ASX on 11 August 2016 regarding changes of director’s interest (Appendix 3Y)

References are made to the letter dated 12 August 2016 from ASX to The Food Revolution Group Limited ( FOD ) regarding the three Appendix 3Y notices lodged with ASX on 11 August 2016 ( ASX Letter ). Below are the responses to the inquiries set forth in the ASX Letter.

1. Please explain why the Appendices 3Y were lodged late.

The Appendix 3Y was lodged late due to an administrative oversight. The relevant directors had understood that the Company would prepare and lodge an Appendix 3Y on their behalf, following an automatic conversion of performance shares into ordinary shares in the Company (as opposed to trading in securities by the directors). Upon discovery of this oversight, an Appendix 3Y was immediately filed.

2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

In accordance with listing rule 3.19B, the Company has the following processes in place to ensure it is able to meet its disclosure obligations:

• a) Each director is informed of ASX disclosure requirements upon their appointment;

• b) Part of the appointment packages for all new directors is a letter of appointment which places an obligation on the directors to notify of their initial interests on appointment and any ongoing disclosure of any changes; and

The Food Revolution Group Limited (ASX: FOD)  ABN 20 150 015 446 20 Heaths Court  Mill Park VIC 3082 T: +613 9982 1451

15 August 2016 ASX Compliance Pty Ltd

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• c) The Company’s Securities Trading Policy (announced to ASX 17 February 2016) requires that any director wishing to trade in the Company’s securities must first obtain the consent to do so from the Chairman or the Board, or in the case of the Chairman, the Board.

3. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

The Company has reviewed its current procedures and has confirmed its internal procedures to ensure timely market disclosure via Appendix 3Y of director interest changes as a result of the automatic conversion of performance shares into ordinary shares. The Company believes the above will ensure future compliance with listing rule 3.19B.

Yours faithfully

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Dean Fraser

Company Secretary The Food Revolution Group Limited

12 August 2016

Mr Dean Fraser The Food Revolution Group Limited 20 Heaths Court MILL PARK VIC 3082

By email: dfraser@thefoodrevolutiongroup.com.au

Dear Dean

THE FOOD REVOLUTION GROUP LIMITED (“COMPANY”)

We refer to the following.

1. The Company’s announcements lodged with ASX Ltd (“ASX”) on 11 August 2016 regarding a change of director’s interest notice for Blagoja (Bill) Nikolovski, Mr Matthew Bailey and Mr Domenic Vincent Martino (“Appendices 3Y”).

2. Listing rule 3.19A which requires an entity to tell ASX the following.

3. 3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times:

   • On the date that the entity is admitted to the official list.

   • On the date that a director is appointed.

The entity must complete an Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.

• 3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust). The entity must complete an Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.

• 3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete an Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.

Level 40, Central Park www.asx.com.au 152-158 St George's Customer service 13 12 79 Terrace Perth WA 6000

ASX Compliance Pty Limited ABN 26 087 780 489

1. Listing rule 3.19B which states as follows.

An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.

As the Appendices 3Y indicate a change in Messrs Nikolovski, Bailey and Martino’s notifiable interests occurred on 2 August 2016 the Appendices 3Y should have been lodged with the ASX by 9 August 2016. As the Appendices 3Y were lodged on 11 August 2016 it appears that the Company may be in breach of listing rules 3.19A and/or 3.19B.

Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.

ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.

Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities”, we ask that you answer each of the following questions.

1. Please explain why the Appendices 3Y were lodged late.

2. What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?

3. If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?

Your response should be sent to me by e-mail to tradinghaltsperth@asx.com.au. It should not be sent to the Company Announcements Office.

A response is requested as soon as possible and, in any event, not later than 3:00 pm WST on Wednesday, 24 August 2016.

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Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.

Yours sincerely,

[Sent electronically without signature]

Frieda Orr

Adviser, Listings Compliance (Perth)

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