SPC GLOBAL HOLDINGS LTD — Director's Dealing 2018

Nov 1, 2018

Rule 3.19A.1

Appendix 3X

Initial Director's Interest Notice

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 30/9/2001.

The Food Revolution Group Limited
ABN 20 150 015 446

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	DrTao(Norman)Li
Date of appointment	1November 2018

Part 1 - Director's relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Number & class of securities

Nil

+ See chapter 19 for defined terms.

Part 2 – Director's relevant interests in securities of which the director is not the

registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Nameofholder&natureof	Number & class of Securities
interestNote: Provide details of the circumstances giving riseto the relevant interest.	24,259,260fully paid ordinary shares held byCareline Australia Pty Ltd of which Dr Li is aDirector and substantial shareholder40,740,741 fully paid ordinary shares held byPacific International Fund Management PtyLtd as trustee for the Pi Trustwhich Dr Li hasa relevant interest in under section 608 of theCorporations Act

Part 3 – Director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	Dr Li is party to a Share Subscription Deedbetween Careline Australia Pty Ltd(Careline)and The Food Revolution Group Limited (FOD)underwhichDrLihasguaranteedaninvestment by Careline and/or its nominees ofup to $20.25 million. A summary of the termsof the deed was released to the ASX on 10September 2018.
	UndertheSubscriptionDeed,Carelinesubscribed for an initial tranche of 18.5 millionnew ordinary shares in FOD at an issue price of$0.054pershare(beingatotalinitialinvestment of A$1,000,000) on or before 28September 2018 (Tranche 1 Subscription).
	Careline and its nominee, Pacific InternationalFund management Pty Ltd as trustee for the PiTrust, subscribed for a second tranche of 46.5million new ordinary shares at an issue priceof$0.054pershare(aninvestmentofA$2,510,000) on 31 October 2018 (Tranche 2Subscription).
	Careline hasalso agreed to subscribe for, orprocure its nominees subscribe for,a further 3tranches of new ordinary shares over the next18 months (subject to approval by FOD's

+ See chapter 19 for defined terms.

shareholders), as follows:
1.Tranche 3 -100 million ordinary shares at anissue price of $0.054 per share (being aninvestment of A$5,400,000) by 05 March2019.
2.Tranche 4 –100 million ordinary shares atan issue price of $0.054 per share (being aninvestmentofA$5,400,000)by05September 2019.
3.Tranche 5 –110 million ordinary shares atan issue price of $0.054 per share 9being aninvestment of A$5,940,000) by 05 March2020.
In addition, subject to approval by FOD'sshareholders,Carelineand/or its nomineessubscribing for the above ordinary shares, andadistributionagreementbeingexecutedbetween FOD and Careline up to 190 millionnon-voting performance shares (PerformanceShares) will be issued to Carelineand/or itsnominees.
PerformanceShareswillhavenovoting,dividend or other rights save for the right toconvert into ordinary shares (on a 1 for 1basis) upon certain milestones being achievedas measured over five years as follows:
1.100 million of the Performance Shares willconvertintoordinarysharesonFODachieving at least A$100 million per annumin total revenue from ordinary activities inany of the 3 years post completion (between1 July 2018 and 30 June 2021).
2.30 million of the Performance Shares willconvertintoordinarysharesonFODachieving at least A$200 million per annumin total revenue from ordinary activities inany of the 3 years post completion (between1 July 2018 and 30 June 2021).
3.30 million of the Performance Shares willconvertintoordinarysharesonFODachieving at least A$350 million per annumin total revenue from ordinary activities inany of the 4 years post completion (between

+ See chapter 19 for defined terms.

	1 July 2018 and 30 June 2022).
	4.30 million of the Performance Shares willconvertintoordinarysharesonFODachieving at least A$500 million per annumin total revenue from ordinary activities inany of the 5 years post completion (between1 July 2018 and 30 June 2023).
	If any of the above milestones are not achieved,the right to convert the applicable PerformanceShares into ordinary shares will lapse and thePerformanceShareswillbeautomaticallycancelled.
Nature of interest	Dr Li is a party to the deed and guaranteesCareline's obligations under the deed.
Name of registered holder	Careline Australia Pty Ltd–24,259,260 fullypaid ordinary shares
(if issued securities)	Pacific International Fund Management Pty Ltd
	as trustee for the Pi Trust –40,740,741 fully
	paid ordinary shares
No. and class of securities to	375,000,001ordinaryshares(ofwhich
which interest relates	65,000,001 have already been issued)
	190,000,000 Performance Shares

+ See chapter 19 for defined terms.