SPC GLOBAL HOLDINGS LTD — Director's Dealing 2019

Oct 7, 2019

Rule 3.19A.2

Appendix 3Y

Change of 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 30/09/01 Amended 01/01/11

THE FOOD REVOLUTION GROUP LIMITED
ABN	20 150 015 446

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	MrTao (Norman) Li
Date of last notice	05 September 2019

Part 1 - Change of director's relevant interests in securities

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.

Direct or indirect interest	Direct and indirect interest
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Pacific International Fund ManagementPty Ltd as trustee for the Pi Trust which DrLi has a relevant interest in under section608 of the Corporations Act.
	Y&LFamily Investments Pty Ltd is thetrustee of both the Y&L SuperannuationFund and the Y&L Family Trust.Dr Li hasa relevant interest in all shares held byY&L Family Investments Pty Ltd undersection 608 of the Corporations Act.
	MrLiisadirectorandsubstantialshareholderof Careline Australia Pty Ltd,and accordingly has a relevant interest inshares held by Careline Australia Pty Ltdunder section 608 of the Corporations Act.
Date of change	04October2019

+ See chapter 19 for defined terms.

No. of securities held prior to change
Careline Australia Pty Ltd	115,518,519 fully paid ordinary shares50,000,000 Performance Shares
Pacific International Fund Management Pty Ltd astrustee for the Pi Trust	52,777,778 fully paid ordinary shares50,000,000 Performance Shares
Y&L Family Investments Pty Ltd as trustee for theY&L Superannuation Fund	14,814,815 fully paid ordinary shares40,000,000 Performance Shares
Y&L Family Investments Pty Ltd as trustee for theY&L Family Trust	78,888,889 fully paid ordinary shares50,000,000 Performance Shares
Class	As above
Number acquired	3,000,000 fully paid ordinary shares.
Number disposed
Value/Consideration	$162,445
Note: If consideration is non-cash, provide details and estimatedvaluation
No. of securities held after to change
Careline Australia Pty Ltd	118,518,519 fully paid ordinary shares50,000,000 Performance Shares
Pacific International Fund Management Pty Ltd astrustee for the Pi Trust	52,777,778 fully paid ordinary shares50,000,000 Performance Shares
Y&L Family Investments Pty Ltd as trustee for theY&L Superannuation Fund	14,814,815 fully paid ordinary shares40,000,000 Performance Shares
Y&L Family Investments Pty Ltd as trustee for theY&L Family Trust	78,888,889 fully paid ordinary shares50,000,000 Performance Shares
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	On-market trade

+ See chapter 19 for defined terms.

Part 2 – Change of 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	MrLi is party to a Share Subscription Deed betweenCareline Australia Pty Ltd(Careline) and The FoodRevolution Group Limited (FOD) under which Dr Lihas guaranteed an investmentby Careline and/or itsnominees of up to $20.25 million.The deed wasamended on or about 7 March 2019. A summary ofthe terms of the deed was released to the ASX on 10September 2018, and in the notice of ExtraordinaryGeneral Meeting to shareholders dated 10 May 2019.
	Under theSubscription Deed, Careline subscribed foran initial tranche of 18.5 million new ordinary sharesin FOD at an issueprice of $0.054 per share (being atotalinitialinvestmentofA$1,000,000)on28September 2018 (Tranche 1 Subscription).
	Careline and itsnominee, Pacific International Fundmanagement Pty Ltd as trustee for the Pi Trust(PiTrust), subscribed for a second tranche of 46.5million new ordinary shares at an issue price of$0.054 per share (an investment of A$2,510,000) on31 October 2018 (Tranche 2 Subscription).
	Careline and its nominees, the Pi Trust and Y&LFamily Investments Pty Ltdsubscribed for a thirdtranche of 100 million ordinary shares at an issueprice of $0.054 per share (being an investment ofA$5,400,000)on17June2019,followingshareholder approval.
	Careline and its nominees, the Pi Trust and Y&LFamily Investments Pty Ltdsubscribedfor a fourthtranche of 100 million ordinary shares at an issueprice of $0.054 per share (being an investmentofA$5,400,000)on5September2019,followingshareholder approval.
	Careline has also agreed tosubscribe for, or procureits nominees subscribe for,a furthertrancheof newordinary shares over the next 6months as follows:
	1. Tranche 5 –110 million ordinary shares at anissuepriceof$0.054pershare(beinganinvestment of A$5,940,000) on or before05 March2020.
	In addition, 190 million non-voting performanceshares(Performance Shares) have beenissued to

+ See chapter 19 for defined terms.

	Carelineand/or its nominees.
	Performance Shares have no voting, dividend orother rights save for the right to convert intoordinary shares (on a 1 for 1 basis) upon certainmilestones being achieved as measured over fiveyears as follows:
	1.100 million of the Performance Shares will convertinto ordinary shares on FOD achieving at leastA$60 million per annum in revenue introduced byCareline inany consecutive 12 month periodbetween 1 July 2019and 30 June 2022.
	2.30 million of the Performance Shareswill convertinto ordinary shares on FOD achieving at leastA$160 million per annumin revenue introduced byCareline in any consecutive 12monthperiodbetween 1 July 2019and 30 June 2022.
	3.30 million of the Performance Shares will convertinto ordinary shares on FOD achieving at leastA$315million per annum in revenue introduced byCareline in any consecutive 12 month periodbetween 1 July 2019and 30 June 2023.
	4.30 million of thePerformance Shares will convertinto ordinary shares on FOD achieving at leastA$465million per annum in revenue introduced byCareline in any consecutive 12 month periodbetween 1 July 2019and 14June 2024.
	If any of the above milestones are not achieved,theright to convert the applicable Performance Sharesinto ordinary shares will lapse and the PerformanceShares will be automatically cancelled.
Nature of interest	MrLi is a party to the deed and guarantees Careline'sobligations under the deed.
Name of registered holder(if issued securities)	As above
Date of change	As above
No. and class of securities to whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	As above
Interest acquired	As above

+ See chapter 19 for defined terms.

Interest disposed	As above
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	As above
Interest after change	As above

Part 3 – +Closed period

Were the interests in the securities or contracts detailed	Not applicable
above traded during a +closed periodwhere prior written
clearance was required?
If so, was prior written clearance provided to allow the
trade to proceed during this period?
If prior written clearance was provided, on what date was
this provided?

+ See chapter 19 for defined terms.