SPC GLOBAL HOLDINGS LTD — Share Issue/Capital Change 2021

Nov 10, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

THE FOOD REVOLUTION GROUP LIMITED

Date of this announcement

Thursday November 11, 2021

The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Unlisted options @ $0.037, expiry 30 June 2025	20,000,000	11/11/2021
to be confirmed
New class - code	Unlisted Options @ $0.037, expiry 30 June 2025	5,000,000	11/11/2021
to be confirmed
New class - code	Unlisted options @ $0.037, expiry 30 June 2025	5,000,000	11/11/2021
to be confirmed

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

THE FOOD REVOLUTION GROUP LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

20150015446

1.3 ASX issuer code

FOD

1.4 The announcement is

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New announcement

1.5 Date of this announcement

11/11/2021

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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+Other securities issued under an +employee incentive scheme that are not intended to be quoted on ASX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

ASX +security code New class - code to be confirmed	+Security description Unlisted options @ $0.037, expiry 30 June 2025	+Security description Unlisted options @ $0.037, expiry 30 June 2025
+Security type	ISIN code
Options
Date the +securities the subject of this notification were issued
11/11/2021
Will all the +securities issued in this class rank equally in all respects from their issue date?
Yes
Were any of the +securities issued to +key management personnel (KMP) or an +associate?
Yes
Provide details of the KMP or +associates being issued +securities.
Name of KMP	Name of registered holder	Number of +securities
Steven Cail	Steven Cail	20,000,000
Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under
listing rule 6.1?
No
Please provide a URL link for a document lodged with ASX setting out the		material terms of the +securities being
issued.
Options Details
+Security currency	Exercise price	Expiry date
AUD - Australian Dollar	AUD 0.03700000	30/6/2025
Details of the existing class of +security that will be issued upon exercise		or conversion of this new class of
company option
Other

Description

FOD ORDINARY FULLY PAID

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02326732-6A1014242?access_token=8 3ff96335c2d45a094df02a206a39ff4

Any other information the entity wishes to provide about the +securities the subject of this notification

5 million options issued shall vest on 12 November 2021

5 million options issued shall vest on 30 June 2022 - subject to delivery of FY22 budgeted net profit

5 million options issued shall vest on 30 June 2023 - subject to delivery of FY23 budgeted net profit

5 million options issued shall vest on 30 June 2024 - subject to delivery of FY24 budgeted net profit

Issue details

Number of +securities

20,000,000

ASX +security code +Security description New class - code to be confirmed Unlisted Options @ $0.037, expiry 30 June 2025 +Security type ISIN code Options

Date the +securities the subject of this notification were issued

11/11/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Ralf Huempel	Ralf Huempel	5,000,000

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

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No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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issued.

Options Details

+Security currency

AUD - Australian Dollar

Exercise price Expiry date AUD 0.03700000 30/6/2025

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

Description

FOD ORDINARY FULLY PAID

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02326732-6A1014242?access_token=8 3ff96335c2d45a094df02a206a39ff4

Any other information the entity wishes to provide about the +securities the subject of this notification

1 million options issued shall vest on 12 November 2021

1 million options issued shall vest on 30 June 2022 - subject to delivery of FY22 budgeted net profit

1 million options issued shall vest on 30 June 2023 - subject to delivery of FY23 budgeted net profit

2 million options issued shall vest on 30 June 2024 - subject to delivery of FY24 budgeted net profit

Issue details

Number of +securities

5,000,000

ASX +security code

+Security description

New class - code to be confirmed Unlisted options @ $0.037, expiry 30 June 2025

+Security type

ISIN code

Options

Date the +securities the subject of this notification were issued

11/11/2021

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Anthony Rosano	Anthony Rosano	5,000,000

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

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No

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

Options Details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.03700000 30/6/2025

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

Description

FOD ORDINARY FULLY PAID

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02326732-6A1014242?access_token=8 3ff96335c2d45a094df02a206a39ff4

Any other information the entity wishes to provide about the +securities the subject of this notification

1 million options issued shall vest on 12 November 2021

1 million options issued shall vest on 30 June 2022 - subject to delivery of FY22 budgeted net profit

1 million options issued shall vest on 30 June 2023 - subject to delivery of FY23 budgeted net profit

2 million options issued shall vest on 30 June 2024 - subject to delivery of FY24 budgeted net profit

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Issue details

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Number of +securities

5,000,000

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
FOD : ORDINARY FULLY PAID	946,761,672

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
FODAK : OPTION EXPIRING 30-JUN-2024 EX $0.035	5,000,000
FODAJ : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	66,071,427
New class - code to be confirmed : Unlisted options @ $0.037, expiry 30 June 2025	20,000,000
New class - code to be confirmed : Unlisted Options @ $0.037, expiry 30 June 2025	5,000,000
New class - code to be confirmed : Unlisted options @ $0.037, expiry 30 June 2025	5,000,000

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? Yes

5.1a Select the number of the applicable exception in Listing Rule 7.2

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