SUPERLOOP LIMITED — Share Issue/Capital Change 2019

Sep 23, 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 orto be issued (if known) ormaximum number which maybe issued	(a)24,195,155SuperloopSharestobeissued under the first tranche of aplacement to institutional investors(Placement Shares); and(b)approximately 42,216,840SuperloopShares to be issued through a 1 for 6acceleratedpro-ratanonrenounceableentitlementoffer(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?If the additional +securities donot rank equally, please state:the date from which theydo	Yes
	the extent to which theyparticipateforthenextdividend, (in the case of atrust,distribution)orinterest paymentthe extent to which they do
	not 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 principallyto:(a)pay down senior secured debt;(b)fund trade payables; and(c)pay for the transaction costs
6a	Is the entity an +eligible entitythathasobtainedsecurityholderapprovalunderrule7.1A?	No
	If Yes, complete sections 6b –6h in relation to the +securitiesthe subject of this Appendix 3B,and comply with section 6i
6b	Thedate the security holderresolution under rule 7.1A waspassed	N/A
6c	Number of +securities issuedwithoutsecurityholderapproval under rule 7.1	24,195,155 Placement Shares
6d	Number of +securities issuedwith security holder approvalunder rule 7.1A	N/A

+ See chapter 19 for defined terms.

• 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.

Approximately 42,216,840 Entitlement Offer Shares

N/A

N/A

Remaining capacity under ASX Listing Rule 7.1 is 6,332,526

For the:

• (a) Placement Shares, 1 October 2019; and
• (b) Entitlement Offer Shares, 1 October 2019 for the institutional component, and 21 October 2019 for the retail component

+ 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)

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

319,713,032 Fully paid ordinary

shares in Superloop

Number +Class

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 ornon-renounceable?	Non-renounceable
13	Ratio in which the +securitieswill be offered	1NewSuperloopShareforevery6existingfullypaid ordinary shares onissue in Superloop
14	+Class of +securities to whichthe offer relates	Fully paid ordinary shares in Superloop
15	+Recorddatetodetermineentitlements	26September2019(7.00pm(Sydneytime))
16	Willholdingsondifferentregisters(or subregisters) beaggregatedforcalculatingentitlements?	No
17	Policyfordecidingentitlementsinrelationtofractions	Fractional entitlements will be roundeduptothenearestwholenumberofEntitlement Offer Shares
18	Names of countries in whichthe entity has security holderswho will not be sent new offerdocumentsNote: 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 Arab Emirates, United Kingdom,United States of America, Malaysia, andSaudi 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 underwritingfee or 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	Amount of any handling feepayable to brokers who lodgeacceptancesorrenunciationson behalf of security holders	N/A
25	If the issue is contingent onsecurity holders' approval, thedate of the meeting	N/A
26	Dateentitlementandacceptanceformandofferdocumentswillbesenttopersons entitled	30 September 2019
27	If the entity has issued options,and the terms entitle optionholderstoparticipateonexercise, the date on whichnotices will be sent to optionholders	N/A (optionholders are not entitled toparticipate)
28	Date rights trading will begin(if applicable)	N/A
29	Date rights trading will end (ifapplicable)	N/A
30	How do security holders selltheirentitlementsinfullthrough a broker?	N/A
31	How do security holders sellpartoftheirentitlementsthrough a broker and accept forthe balance?	N/A

+ See chapter 19 for defined terms.

32	How do security holders disposeof their entitlements (except bysale through a broker)?	N/A
33	+Issuedate	For the:
		(a)Placement Shares, 1October2019;
		and
		(b)Entitlement Offer Shares, 1 October
		2019fortheinstitutional
		component, and 21 October 2019 for
		the retail component.

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 the additional +securities, and the number and percentage of additional +securities held 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 categories 1 - 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)

38	Number of +securities for which+quotation is sought	N/A
39	+Class of +securities for whichquotation is sought	N/A
40	Do the +securities rank equallyin all respects from the +issuedate with an existing +class ofquoted +securities?	N/A
	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
41	Reason for request for quotation	N/A
	now
	Example: In the case of restricted securities, endof restriction period
	(if issued upon conversion of+security,anotherclearlyidentify that other +security)
		Number	+Class
42	+classNumberandofall+securitiesquotedonASX+securities(includingtheinclause 38)	N/A	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 s ecurities 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: 24 September 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
number of fully paid +ordinaryInsert228,596,633securities on issue 12 months before the+issue date or date of agreement to issue
Addthe following:Number of fully paid +ordinary•securities issued in that 12 monthperiod under an exception in rule 7.2Number of fully paid +ordinary•securities issued in that 12 month	42,216,840-1October2019 for theinstitutional component, and 21October2019 for the retail component (theEntitlement Offer Shares the subject ofthis Appendix 3B)6,727,216 -27 March 2019 -Issue of fullypaid ordinary shares in Superloop under
period with shareholder approvalNumber of partly paid +ordinary•securities that became fully paid inthat 12 month period	the retail component of an entitlement offer5,977,188 -6 March 2019 -Issue of fullypaid ordinary shares in Superloop underthe institutional component of anentitlement offer
Note:•Include only ordinary securities here –other classes of equity securitiescannot be added•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
Subtractthe number of fully paid+ordinary securities cancelled during that12 month period	Nil
"A"	283,517,877

+ See chapter 19 for defined terms.

"B"0.15
[Note: this value cannot be changed]
Multiply"A" by 0.1542,527,681
Step 3: Calculate "C", the amount of placement capacity under rule 7.1that has already been used
number of +equity securities issuedInsert24,195,155-1October2019 -Issue ofor agreed to be issued in that 12 monthfully paid ordinary shares in Superloopperiod not countingthose issued:under an institutional placement (whichhas not since been ratified by shareholders•Under an exception in rule 7.2in general meeting) (the Placement Shares•Under rule 7.1Athe subject of this Appendix 3B)•With security holder approval under12,000,000 -6 March 2019 -Issue of fullyrule 7.1 or rule 7.4paid ordinary shares in Superloop under anNote:institutional placement (which has not•Thisapplies to equity securities,since been ratified by shareholders inunless specifically excluded –not justgeneral meeting)ordinary securities•Include here (if applicable) thesecurities the subject of the Appendix3B to which this form is annexed•It may be useful to set out issues ofsecurities on different dates asseparate line items
"C"36,195,155

Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1

"A" x 0.15	42,527,681
Note: number must be same as shown inStep 2
Subtract"C"	36,195,155
Note: number must be same as shown inStep 3
Total["A" x 0.15] –"C"	6,332,526
	[Note: this is the remainingplacementcapacity 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 Part1
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 rule 7.1Athat has already been used
number of +equity securities issuedInsertor 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 specificsecurity holder approval has beenobtained•It may be useful to set out issues ofsecurities on different dates asseparate line items
"E"	N/A

+ See chapter 19 for defined terms.

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

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement

+ See chapter 19 for defined terms.