SUPERLOOP LIMITED — Capital/Financing Update 2019

Sep 30, 2019

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

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

Superloop Limited (Superloop)

ABN

96 169 263 094

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	Fully paid ordinary shares in Superloop(Superloop Shares)
2	Number of +securities issued ortobeissued(ifknown)ormaximum number which maybe issued	(a)30,527,680SuperloopSharesissuedunder the first tranche of a placementto institutional investors (PlacementShares); and(b)17,703,183SuperloopSharesissuedunder the institutional component ofSuperloop's 1 for 6 accelerated pro-ratanon-renounceableentitlementoffer(Entitlement Offer Shares)
3	Principaltermsofthe+securities(e.g.ifoptions,exercise price and expiry date; if+securities,partlypaidtheamount outstanding and duedatesforpayment;if+convertiblesecurities,theconversion price and dates forconversion)	Fully paid ordinary shares in Superloopranking equally with all other fully paidordinary shares on issue in Superloop

+ See chapter 19 for defined terms.

4	Do the +securities rank equallyin all respects from the +issuedate with an existing +classofquoted +securities?	Yes
	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
5	Issue price or consideration	$0.82 per Superloop Share
6	Purpose of the issue(If issued as consideration forthe acquisition of assets, clearlyidentify those assets)	The proceeds will be applied principally to:(a)pay down senior secured debt;(b)fund trade payables; and(c)pay for the transaction costs
6a	Is the entity an +eligible entitythathasobtainedsecurityholder approval under rule 7.1A?	No
	If Yes, complete sections 6b – 6hin relation to the +securities thesubject of this Appendix 3B, andcomply with section 6i
6b	The date the security holderresolution under rule 7.1A waspassed	N/A
6c	Number of +securities issuedwithout security holder approvalunder rule 7.1	30,527,680 Placement Shares
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	N/A

+ See chapter 19 for defined terms.

• 6e Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of +securities issued under an exception in rule 7.2
• 6g If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.
• 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.

N/A

17,703,183 Entitlement Offer Shares

N/A

N/A

Remaining capacity under ASX Listing Rule 7.1 is 1

1 October 2019

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

• 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)

Number	+Class
301,531,900	Fully paid ordinaryshares in Superloop

Number	+Class
105,000	Options vesting on
	15 September 2018,
	expiring on 15
	September 2022
105,000	Options vesting on
	15 September 2019,
	expiring on 15
	September 2022
105,000	Options vesting on
	15 September 2020,
	expiring on 15
	September 2022

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

Same as the dividend policy on all existing quoted fully paid ordinary shares on issue in Superloop

+ See chapter 19 for defined terms.

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	1 New Superloop Share for every 6 existingfully paid ordinary shares on issue inSuperloop
14	+Class of +securities to which theoffer relates	Fully paid ordinary shares in Superloop
15	+Recorddatetodetermineentitlements	26 September 2019 (7.00pm (Sydney time))
16	Willholdingsondifferentregisters(orsubregisters)beaggregatedforcalculatingentitlements?	No
17	Policy for deciding entitlementsin relation to fractions	Fractional entitlements will be rounded uptothenearestwholenumberofEntitlement Offer Shares
18	Names of countries in which theentity has security holders whowillnotbesentnewofferdocumentsNote: Security holders must be told how theirentitlements are to be dealt with.Cross reference: rule 7.7.	Cayman Islands, China, Fiji, Germany,Hong Kong, Micronesia, Philippines,Singapore, Spain, Thailand, United ArabEmirates, United Kingdom, United Statesof America, Malaysia, and Saudi Arabia
19	Closingdateforreceiptofacceptances or renunciations	14 October 2019 (5.00pm (Sydney time))

+ See chapter 19 for defined terms.

20	Names of any underwriters	Fully underwritten by Canaccord Genuity(Australia)LimitedACN075071466Morgans Corporate Limited ACN 010 539607
21	Amount of any underwriting feeor commission	A3%underwritingfeeanda1%management fee
22	Names of any brokers to theissue	N/A
23	Fee or commission payable tothe broker to the issue	N/A
24	Amountofanyhandlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of security holders	N/A
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	N/A
26	Date entitlement and acceptanceform and offer documents will besent to persons entitled	30 September 2019
27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise,thedateonwhichnotices will be sent to optionholders	N/A (optionholders are not entitled toparticipate)
28	Date rights trading will begin (ifapplicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders selltheir entitlements in full througha broker?	N/A
31	How do security holders sell partof their entitlements through abrokerandacceptforthebalance?	N/A

+ See chapter 19 for defined terms.

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

N/A

33 +Issue date 1 October 2019

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 theadditional +securities, and the number and percentage of additional +securitiesheld 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 categories1 - 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)

+Class
N/A

+ 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: 1 October 2019 (Director/Company secretary)

Print name: Louise Bolger (Company Secretary)

== == == == ==

+ 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	228,596,633
Add the following:Number of fully paid +ordinary securities•issued in that 12 month period under anexception in rule 7.2Number of fully paid +ordinary securities•issued in that 12 month period withshareholder approvalNumber of partly paid +ordinary•securities that became fully paid in that12 month periodNote:•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	Approximately 24,513,657 (subject torounding of entitlements) - 21 October 2019- Expected issue of fully paid ordinaryshares in Superloop under the retailcomponent of its entitlement offer (notingASX has granted Superloop a waiver inrespect of ASX Listing Rule 7.1 to allowSuperloop to consider these shares asalready having been issued for the purposeof its ASX Listing Rule 7.1 placementcapacity calculation)17,703,183 - 1 October 2019 - Issue of theEntitlement Offer Shares the subject of thisAppendix 3B6,727,216 - 27 March 2019 - Issue of fullypaid ordinary shares in Superloop under theretail component of an entitlement offer5,977,188 - 6 March 2019 - Issue of fullypaid ordinary shares in Superloop under theinstitutional component of an entitlementoffer
Subtract the number of fully paid +ordinarysecurities cancelled during that 12 monthperiod	Nil
"A"	283,517,877
Step 2: Calculate 15% of "A"
"B"	0.15

+ See chapter 19 for defined terms.

	[Note: this value cannot be changed]
Multiply "A" by 0.15	42,527,681
Step 3: Calculate "C", the amount of placementthat has already been used	capacity under rule 7.1
Insert number of +equity securities issuedor agreed to be issued in that 12 monthperiod not counting those issued:	30,527,680 - 1 October 2019 - Issue of fullypaid ordinary shares in Superloop under aninstitutional placement (which has not since
•Under an exception in rule 7.2	been ratified by shareholders in generalmeeting) (the Placement Shares the subject
•Under rule 7.1A	of this Appendix 3B)
•With security holder approval under rule7.1 or rule 7.4Note:•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	12,000,000 - 6 March 2019 - Issue of fullypaid ordinary shares in Superloop under aninstitutional placement (which has not sincebeen ratified by shareholders in generalmeeting)
"C"	42,527,680
Step 4: Subtract "C" from ["A" x "B"] to calculate remainingplacement capacity under rule 7.1
"A" x 0.15	42,527,681
Note: number must be same as shown inStep 2
Subtract "C"	42,527,680
Note: number must be same as shown inStep 3
Total ["A" x 0.15] – "C"	1
	[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"	N/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	N/A
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 7.1A	N/A
Notes:•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"	N/A

+ 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	N/A
Note: number must be same as shown inStep 2
Subtract "E"	N/A
Note: number must be same as shown inStep 3
Total ["A" x 0.10] – "E"	N/A
	Note: this is the remaining placementcapacity under rule 7.1A

+ See chapter 19 for defined terms.