WEEBIT NANO LTD — Capital/Financing Update 2023

Mar 29, 2023

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Weebit Nano Share Purchase Plan update

Not for release to US wire services or distribution in the United States

30 March 2023 - Weebit Nano Ltd (ASX:WBT or Company) , is pleased to release the SPP Offer document ( SPP Booklet ) in respect of the offer of new fully paid ordinary shares ( New Shares ) under a non-underwritten share purchase plan ( SPP ) to existing shareholders of the Company at 7.00pm (Melbourne time) on Wednesday, 22 March 2023 with an address on the register in Australia or New Zealand.

The SPP provides each eligible shareholder with the opportunity to apply for up to A$30,000 worth of New Shares at the same issue price as the placement announced on 23 March 2023 (being A$5.00).

The Company intends to raise up to A$10 million under the SPP, and the Company reserves the right to increase the size of the SPP at its discretion. The SPP may also be subject to a scale back of applications at the absolute discretion of the Company.

New Shares to be issued under the SPP will rank pari passu with existing shares on issue.

The SPP is expected to open on 3 April 2023 and close at 5.00pm on 19 April 2023.

The SPP Booklet is attached to this announcement.

For further information regarding the SPP, shareholders can contact the Company’s share registry from 8.30am to 5.00pm Monday to Friday (excluding public holidays) on 1300 850 505 (callers within Australia) or +61 3 9415 5000 (callers outside Australia). The Company will seek quotation of the New Shares issued under the SPP on the ASX.

Timetable of key dates

Below is an indicative timetable for the SPP:

Key Event	Date
Record date for SPP	7:00pm, Wednesday 22 March 2023
Release of SPP Offer Booklet on ASX	Thursday, 30 March 2023
Dispatch of SPP Offer Booklet, SPP offer opens	Monday, 3 April 2023
SPP offer closing date	Wednesday, 19 April 2023
Announcement of results of SPP	Monday, 24 April 2023
Allotment of New Shares issued under SPP	Wednesday, 26 April 2023
Normal trading of New Shares issued under SPP	Wednesday, 26 April 2023
Dispatch of holding statements for SPP	Thursday, 27 April 2023

All dates and times are indicative and the Company reserves the right to amend any or all of these events, dates and times subject to the Corporations Act 2001 (Cth), ASX Listing Rules and other applicable laws. All times and dates are in reference to Sydney, Australia time.

330 Collins St., Melbourne VIC 3000, Australia Office: +61-3-8689 9997 info@weebit-nano.com | www.weebit-nano.com

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Not for release to US wire services or distribution in the United States

This announcement may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be unlawful. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended ( US Securities Act ), or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold, directly or indirectly, in the United States, except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable securities laws of any state or other jurisdiction of the United States. In addition, the New Shares under the SPP will only be offered and sold to eligible securityholders in Australia and New Zealand in "offshore transactions", as defined and in reliance on Regulation S under the US Securities Act.

Approved for release by the Board of Weebit Nano Limited.

For further information, please contact:

Investors

Eric Kuret, Automic Markets P: +61 417 311 335

E: eric.kuret@automicgroup.com.au

Media – Australia

Media – US

Tristan Everett, Automic Group Jen Bernier-Santarini, Weebit Nano P: +61 403 789 096 P: +1 650-336-4222 E: tristan.everett@automicgroup.com.au E: jen@weebit-nano.com

About Weebit Nano Limited

Weebit Nano Ltd. is a leading developer of advanced semiconductor memory technology. The company’s groundbreaking Resistive RAM (ReRAM) addresses the growing need for significantly higher performance and lower power memory solutions in a range of new electronic products such as Internet of Things (IoT) devices, smartphones, robotics, autonomous vehicles, 5G communications and artificial intelligence.

Weebit’s ReRAM allows semiconductor memory elements to be significantly faster, less expensive, more reliable and more energy efficient than those using existing Flash memory solutions. As it is based on fab-friendly materials, Weebit ReRAM can be integrated within existing flows and processes faster and easier than other emerging technologies, without requiring special equipment or large investments.

See: www.weebit-nano.com or follow us on https://twitter.com/WeebitNano

Weebit Nano and the Weebit Nano logo are trademarks or registered trademarks of Weebit Nano Ltd. in the United States and other countries. Other company, product, and service names may be trademarks or service marks.

330 Collins St., Melbourne VIC 3000, Australia Office: +61-3-8689 9997 info@weebit-nano.com | www.weebit-nano.com

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Weebit Nano Limited

Share Purchase Plan Booklet

Eligible Shareholders have the opportunity to participate in the Share Purchase Plan by applying for up to $30,000 worth of new fully paid ordinary shares in Weebit. Details of the offer and how to participate are set out in this Booklet.

THIS BOOKLET IS NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

Except with the written consent of Weebit, this Booklet may not be released or distributed outside of Australia and New Zealand.

KEY DATES

Record Date (the time that eligibility to 7.00pm Wednesday, 22 March 2023 participate in the Share Purchase Plan ( SPP ) is determined) Release of SPP Offer Booklet on ASX Thursday, 30 March 2023 Opening Date Monday, 3 April 2023 Closing Date Wednesday, 19 April 2023 Issue Date (issue and allotment of New Shares) Wednesday, 26 April 2023 New Shares expected to commence trading Wednesday, 26 April 2023 Despatch of holding statements Thursday, 27 April 2023

This timetable (and each reference in this Booklet to a date specified in the timetable) is indicative only and Weebit may, in its absolute discretion, vary any of the above dates. All times referred to in this Booklet are Melbourne time.

IMPORTANT NOTICE

If you are an Eligible Shareholder, this Booklet contains important information and requires your immediate attention. It is an important document which is accompanied by a personalised Application Form, and you should read both carefully and in full.

The offer of New Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, which grants relief from the requirement to issue a disclosure document for the SPP. This Booklet is not a prospectus under Chapter 6D of the Corporations Act 2001 (Cth) (the Corporations Act ) and has not been lodged with ASIC.

If you have any general questions in relation to how to participate in the SPP after reading this Booklet, please contact Weebit’s share registry, Computershare Investor Services Pty Limited (the Registry ), from 8.30am to 5.00pm Monday to Friday (excluding public holidays) on 1300 850 505 (callers within Australia) or +61 3 9415 5000 (callers outside Australia).

This Booklet does not constitute or provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs. You should seek independent advice from a professional adviser who is licensed by ASIC to give that advice before participating, as well as any other financial, taxation or legal advice.

You should ensure that any copy of this Booklet you view or print is complete. To the maximum extent permitted by law, Weebit is not liable for any loss incurred from accessing or downloading the Booklet from a website, including, without limitation, data corruption on download.

All references in this Booklet to either dollars or $ are to Australian dollars.

Offering restrictions

This Booklet is intended for use only in connection with the offer of New Shares to Eligible Shareholders in Australia or New Zealand. No action has been taken to permit an offering of New

Shares in any jurisdiction outside of Australia and New Zealand. The distribution of this Booklet (and any electronic copies) may be restricted by law and persons (including nominees and custodians) who come into possession of it should observe any such restrictions.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This Booklet may not be distributed or released in the United States. This Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, any New Shares in the United States or in any jurisdiction in which such an offer would be unlawful. The New Shares to be offered and sold under the SPP have not been, and will not be, registered under the US Securities Act of 1933, as amended ( US Securities Act ) or the securities laws of any US state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States). The New Shares under the SPP may only be offered and sold outside the United States in “offshore transactions” (as defined in Rule 902(h) under the US Securities Act) in reliance on Regulation S under the US Securities Act.

Important information for Eligible Shareholders in New Zealand

The New Shares under the SPP are not being offered or sold to the public within New Zealand other than to existing shareholders of Weebit with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand law is required to contain.

Important information for custodians

Due to legal restrictions, nominees and custodians may not distribute this Booklet (and any electronic copies) to any person in, and may not participate in the SPP on behalf of any beneficial Shareholder from, a country outside of Australia or New Zealand.

Forward-looking statements

This Booklet contains certain forward-looking statements. The words ‘anticipate’, ‘believe’, ‘aim’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘plan’, ‘project’, ‘will’, ‘should’, ‘seek’ or other similar words (and include, without limitation, statements regarding Weebit’s intent, belief or expectations, plans, strategies, objectives of management, the outcome of the Placement and SPP and the use of proceeds therefrom) are intended to identify forward-looking statements. Indications of, and guidance on, future earnings, financial position and performance are also forward-looking statements.

These forward-looking statements are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Weebit and its related bodies corporate and affiliates and each of their respective directors, securityholders, officers, employees, partners, agents, advisers and management. This includes statements about market and industry trends, which are based on interpretations of market conditions.

Investors are strongly cautioned not to place undue reliance on forward looking statements, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the COVID 19 pandemic and geopolitical tensions such as the

Russian-Ukrainian military conflict . Forward-looking statements are provided as a general guide only and should not be relied on as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in those statements and any projections and assumptions on which these statements are based. These statements may assume the success of Weebit’s business strategies, the success of which is not guaranteed and may not be realised within the period for which the forward-looking statements may have been prepared, or at all.

To the maximum extent permitted by law, no guarantee, representation or warranty, express or implied, is made as to the fairness, accuracy, reliability, likelihood of achievement or reasonableness of any forecasts, prospects, returns, statements or tax treatment in relation to future matters contained in this Booklet. The forward-looking statements are based on information available to Weebit as at the date of this Booklet. Except as required by applicable laws or regulations, none of Weebit, its representatives or advisers undertakes to provide any additional information or revise the statements in this Booklet, whether as a result of a change in expectations or assumptions, new information, future events, results or circumstances.

Electronic payments

Weebit will accept payments for the SPP via BPAY® or, for New Zealand Eligible Shareholders only, EFT, and emphasises that the applications must be received by 5.00pm (Melbourne time) on the Closing Date.

LETTER FROM THE CHAIRMAN

30 March 2023

Dear Shareholder

On 23 March 2023, Weebit Nano Limited (ACN 146 455 576) ( Weebit ) completed its largest capital raising, securing $45 million via an institutional placement of 9 million new shares to institutional and sophisticated investors at $5.00 per share ( Placement ). Weebit is pleased to have undertaken this Placement against a backdrop of a challenging capital market environment.

The strong level of support in the Placement shown by existing and new sophisticated and institutional investors in Australia and offshore, at a time of extreme capital market volatility, reflects Weebit’s technical progress over the past year, the Company’s proven track record meeting technical and commercial milestones, and the large and growing addressable market for Weebit’s ReRAM technology. Reflecting the Company’s progress, the previous placement on 10 November 2021 raised $25.7 million at $2.84 per share.

As always, Weebit’s Board is committed to providing our loyal and supportive shareholders with the opportunity to invest in the Company on the same terms offered to institutional investors. On behalf of your Directors, we are pleased to offer Eligible Shareholders the opportunity to participate in this Share Purchase Plan ( SPP ). The SPP allows Eligible Shareholders to apply for up to $30,000 worth of new fully paid ordinary shares in Weebit ( New Shares ) on the same terms as the Placement, without incurring brokerage, commission or transaction costs.

The SPP is intended to raise up to $10 million, with the ability to accept oversubscriptions (in Weebit’s absolute discretion), subject to the ASX Listing Rules and is not underwritten. Weebit may determine to raise a higher or lower amount and reserves the right to scale back applications under the SPP (in each case in its absolute discretion).

Having already qualified Weebit’s embedded ReRAM to industry standards, we are on the cusp of commercialisation at a time when the existing Non-Volatile Memory ( NVM ) technology is no longer viable for more advanced applications and process nodes. Weebit is currently in advanced discussions and evaluations with most of the world’s leading foundries and integrated device manufacturers ( fabs ).

Weebit’s proven embedded ReRAM is faster, more energy efficient, and better performing than both flash and other emerging NVM technologies, and is already available in U.S. foundry SkyWater Technology’s 130nm process. We have demonstrated our ReRAM at 28nm and taped-out Weebit’s first 22nm demo chip with leading fab Global Foundries in January 2023. All our team is very focused on making Weebit Nano the leading ReRAM provider and a key player in the memory technology market globally.

Together with Mr Ashley Krongold, the three of us are top 25 shareholders of Weebit, and together with Weebit’s other Directors, we are all focused on sustainably growing long term shareholder value. Following the Placement, Weebit now has substantial funds to push forward activities with the big global tier-1 fabs and customers. Proceeds from the Placement and SPP will be used to fund the ongoing development and commercial roll-out of Weebit’s ReRAM technology, and support further development to solidify Weebit’s competitive advantages in both embedded and discrete markets.

Further details of the Placement and a summary of some of the key risks associated with an investment in Weebit, are set out in the announcement and investor presentation released to the Australian Securities Exchange ( ASX ) by Weebit on 23 March 2023 (together, the Investor Presentation ).[1]

1 See also Weebit’s announcement dated 23 March 2023 available on www.asx.com.au, and any subsequent announcements.

Issue Price

The SPP provides Eligible Shareholders with the opportunity to apply for New Shares at an Issue Price of $5.00 per New Share, being the price at which Placement Shares were issued under the Placement.

You may apply for a parcel of New Shares valued at up to $30,000, being one of $2,500, $5,000, $10,000, $15,000, $20,000, $25,000, or $30,000. Weebit may in its discretion undertake a scale back of applications for New Shares. Therefore, you are not assured of receiving, and you may receive less than, the parcel of New Shares for which you have applied under the SPP. Should this happen, the balance of any application money that is not applied to the New Shares will be refunded to you, without interest.

New Shares will rank equally with existing ordinary shares in Weebit ( Shares ) from the date of issue, and therefore will carry the same voting rights, dividend rights and other entitlements as existing Shares.

Participation

Participation in the SPP is entirely optional and is open to Eligible Shareholders, being persons who at 7.00pm (Melbourne time) on the Record Date were registered as holders of one or more Shares and whose address on Weebit’s share register is in Australia or New Zealand.

Eligible Shareholders who are Custodians holding Shares on behalf of Eligible Beneficiaries are also invited to participate in the SPP on the terms and conditions set out in this Booklet.

Shareholders in the United States are not eligible to participate in the SPP. Similarly, Shareholders (including Custodians and nominees) who hold Shares on behalf of persons in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons.

Weebit will not issue New Shares to an applicant under the SPP if Weebit believes that the issue of those New Shares, either alone or in conjunction with the issue of New Shares under other applications for New Shares received by Weebit, would contravene any law or the ASX Listing Rules.

If you do not wish to participate in the SPP, no action is required on your part. If you do not participate, you will retain your existing Shares and will not acquire any New Shares under the SPP. You will forgo any exposure to increases or decreases in the value of the New Shares you may have acquired had you participated in the SPP Offer and you will not receive any value for your right to participate in the SPP Offer. Your percentage holding in Weebit will also be diluted to the extent that New Shares are issued under the SPP Offer.

How to apply for New Shares under the SPP

The SPP opens on the Opening Date and closes at 5.00pm (Melbourne time) on 19 April 2023.

If you are an Eligible Shareholder who wishes to participate in the SPP, you may apply for New Shares under the SPP by doing one of the following:

• Option 1: making payment directly by BPAY® in Australian dollars in accordance with the instructions in the application form ( Application Form ) (your personalised Application Form may be viewed at https://www.computersharecas.com.au/wbt2023spp). You MUST use the specific biller code and unique reference number (used to identify your holding) on your personalised Application Form, or your application may not be able to be reconciled and your funds may be returned to you.

If you make your payment with BPAY®, you do not need to return an Application Form, but you will be taken to have made the statements, agreements, acknowledgements,

confirmations, representations, warranties, acceptances, authorisations, declarations and certifications that are set out in the Application Form ; or

• Option 2 (New Zealand Eligible Shareholders only) : making payment for the appropriate amount in Australian dollars by EFT in accordance with the instructions on the EFT form accompanying your Application Form. You MUST use your unique reference number provided, or your application may not be able to be reconciled and your funds may be returned to you.

If you make your payment with EFT, you do not need to return an Application Form, but you will be taken to have made the statements, agreements, acknowledgements, confirmations, representations, warranties, acceptances, authorisations, declarations and certifications that are set out in the Application Form.

The application money (including any Application Form and/or Custodian Certificate, if applicable) must be received no later than 5.00pm (Melbourne time) on 19 April 2023 . Weebit will not accept payment by cash, cheque, bank draft or money order.

If you are paying by BPAY® or EFT, then please check your daily transaction limit and the processing cut-off time for BPAY® or EFT with your financial institution.

You will not be able to withdraw or revoke your Application Form or application money once you have submitted it, or change the amount of your application.

This Booklet contains further information about the SPP, including the terms and conditions of the SPP and various defined terms used throughout this Booklet. The terms and conditions set out the relevant criteria for determining eligibility to participate in the SPP as well as rules relating to applications for New Shares under the SPP. The Board recommends you read this Booklet, the Investor Presentation and Weebit’s ASX announcements (available on www.asx.com.au) before deciding whether to participate in the SPP.

On behalf of the Board, we thank you for your continued support of Weebit.

Yours faithfully

David Perlmutter Chairman Weebit Nano Limited

Coby Hanoch CEO Weebit Nano Limited

SPP TERMS AND CONDITIONS

Important notice

If you apply to participate in the SPP, you accept the risk that the market price of Shares may change between the date of the SPP Offer and the date when New Shares are issued to you under the SPP. As such, it is possible that, up to or after the date you receive New Shares under the SPP, you may be able to buy Shares on ASX at a lower price than the Issue Price under the SPP.

By participating in the SPP you will be deemed to have accepted, and will be bound by, these terms and conditions. Eligible Shareholders who receive New Shares will also be bound by the constitution of Weebit.

Unless the context requires otherwise, capitalised terms used in these terms and conditions will have the meaning given to them in this Booklet.

1 Offer

2 Eligible Shareholders

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• Weebit Nano Limited (ACN 146 455 576) ( Weebit ) offers each Eligible Shareholder the opportunity to apply for up to $30,000 worth of new fully paid ordinary shares in Weebit ( New Shares ) under the Share Purchase Plan ( SPP ) subject to and in accordance with the terms and conditions set out below (such offer, the SPP Offer ).

• The SPP Offer opens at 9.00 am (Melbourne time) on 3 April 2023 ( Opening Date ) and is scheduled to close at 5.00pm (Melbourne time) on 19 April 2023 (or such other date as Weebit determines in its absolute discretion) ( Closing Date ).

• The SPP Offer is non-renounceable and, therefore, Eligible Shareholders cannot transfer their right to apply for or purchase New Shares to any third party.

• The SPP Offer to each Eligible Shareholder (whether as a Custodian or on its own account) is made on the same terms and conditions.

• All references to $ or dollars in this Booklet are references to Australian dollars unless otherwise indicated.

• All references to time in these SPP terms and conditions are references to Melbourne time, unless otherwise indicated.

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• You are an Eligible Shareholder who is eligible to participate in the SPP if you:

• (a) were registered on Weebit’s share register ( Register ) as a holder of one or more fully paid ordinary shares in Weebit ( Shares ) at 7.00pm (Melbourne time) on 22 March 2023 ( Record Date ) with a registered address in either Australia or New Zealand; and

• (b) are not in the United States and are not acting for the account or benefit of a person in the United States.

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• Eligible Shareholders who are "custodians" (as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( Custodians ) may participate in the SPP Offer in accordance with clauses 3.2, 3.3, 3.4, 4.4 and 7 (and the other clauses in these terms and conditions, as applicable).

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• The SPP Offer is not made to holders of Shares with a registered address outside of Australia and New Zealand.

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• The SPP Offer is being made to New Zealand shareholders in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021.

3 Joint holders and Custodians

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• If two or more persons are registered on the Register as jointly holding Shares, they are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder, and a statement, agreement, acknowledgement, confirmation, representation, warranty, acceptance, authorisation, declaration or certification given by any of them is taken to be a statement, agreement, acknowledgement, confirmation, representation, warranty, acceptance, authorisation, declaration or certification given by all of them.

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• If a Custodian holds Shares jointly on behalf of two or more persons:

• (a) the $30,000 limit applies jointly in relation to those persons as if the Custodian holds the Shares on behalf of a single person; and

• (b) the Custodian is taken to have been instructed to apply for New Shares on behalf of those persons if:

• (i) the Custodian has received such an instruction in accordance with the terms on which the Shares are held; or

• (ii) where the terms on which the Shares are held do not cover the giving of instructions of this kind – the Custodian has received such an instruction from any of those persons.

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• Subject to these terms and conditions, Eligible Shareholders who are Custodians may participate in the SPP on behalf of each Eligible Beneficiary on whose behalf they hold Shares. Shareholders who are Custodians who hold Shares on behalf of persons in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons.

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• An Eligible Beneficiary is a person:

• (a) on whose behalf a Custodian holds Shares as at the Record Date;

• (b) who has a registered address in either Australia or New Zealand; and

• (c) who is not in the United States and is not acting for the account or benefit of a person in the United States.

4 Applications for New Shares

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• Eligible Shareholders may apply under the SPP for a parcel of New Shares valued at a prescribed amount, being one of $2,500, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000 ( Application Amounts ). This Application Amount may be subject to scale back and rounding in accordance with clauses 6 and 8.

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• Eligible Shareholders who wish to apply for New Shares must do one of the following:

• (a) make a payment for the appropriate amount via BPAY® in Australian dollars in accordance with the instructions in the Application Form (your personalised Application Form may be viewed at https://www.computersharecas.com.au/ wbt2023spp) so that it is received prior to 5.00pm (Melbourne time) on the Closing Date. You MUST use the specific biller code and unique reference number (used to identify your holding) shown on your personalised Application Form, or your application may not be able to be reconciled and your funds may be returned to you. If you pay by BPAY® there is no need to return your Application Form, but you will be taken to have made the statements, agreements, acknowledgements, confirmations, representations, warranties, acceptances, authorisations, declarations and certifications that are set out in the Application Form ; or

• (b) New Zealand Eligible Shareholders only – make a payment for the appropriate amount in Australian dollars via EFT in accordance with the instructions on the EFT form

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accompanying your Application Form so that it is received prior to 5.00pm (Melbourne time) on the Closing Date. You MUST use your unique reference number provided when making payment, or your application may not be able to be reconciled and your funds may be returned to you. If you pay by EFT there is no need to return your Application Form, but you will be taken to have made the statements, agreements, acknowledgements, confirmations, representations, warranties, acceptances, authorisations, declarations and certifications that are set out in the Application Form.

• Eligible Shareholders who receive more than one offer under the SPP (for example, because they hold Shares in more than one capacity or in different registered holdings) may apply on different Application Forms for New Shares but may not apply for New Shares with an aggregate value of more than $30,000.

• If you wish to subscribe for New Shares as a Custodian for one or more Eligible Beneficiaries, you must also complete and submit a certificate that contains details of the participating Eligible Beneficiaries, including their name, address, the number of participating Eligible Beneficiaries, the number of Shares you hold on their behalf, and the number of New Shares or the Australian dollar amount of New Shares you have been instructed to apply for on their behalf which complies with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 ( Custodian Certificate ) before your application will be accepted. Applications by Custodians that are not accompanied by a duly completed Custodian Certificate will be rejected. Custodian Certificates not received by 5.00pm (Melbourne time) on the Closing Date will be rejected. Custodians wishing to participate on behalf of an Eligible Beneficiary or Eligible Beneficiaries must contact custodians@computershare.com.au for further information about the custodian application process and for a copy of the Custodian Certificate.

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• If you hold Shares as a trustee or nominee for another person, but are not a Custodian, you cannot participate for beneficiaries in the manner described in clause 4.4. In this case, the rules in clause 4.3 apply.

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• Weebit and its officers and agents may accept, reduce or reject your application for New Shares in whole or in part (including by rounding down to the nearest valid Application Amount) at their absolute discretion including, without limitation, if:

• (a) your application does not comply with these terms and conditions;

• (b) it appears you are not an Eligible Shareholder or, if you are a Custodian, it appears that you are not applying on behalf of Eligible Beneficiaries;

• (c) your BPAY® payment or, if you are a New Zealand Eligible Shareholder, your payment by EFT, is not received by the Registry by 5.00pm (Melbourne time) on the Closing Date;

• (d) your BPAY® payment or EFT is incomplete or invalid;

• (e) Weebit believes that you are applying to purchase more than $30,000 worth of New Shares in aggregate (including as a result of Shares you hold directly, jointly or through a Custodian or nominee arrangement) or, if you are a Custodian, it appears that you are applying on behalf of an Eligible Beneficiary for more than $30,000 worth of New Shares in aggregate or your application is not for one of the following Application Amounts: (i) $2,500; (ii) $5,000; (iii) $10,000; (iv) $15,000; (v) $20,000; (vi) $25,000; or (vii) $30,000;

• (f) payment of the application money is not submitted in Australian currency; or

• (g) the amount of your BPAY® or EFT payment is not equal to the amount of your application, in which event Weebit will, in its absolute discretion:

• (i) reject your application and refund in full your application money and not allot any New Shares to you; or

• (ii) allot to you the number of New Shares that would have been allotted had you applied for the highest designated amount that is less than the amount of your payment and refund to you the excess of your application money.

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• If you are entitled to a refund of all or any of your application money, the refund will be paid to you, without interest, as soon as practicable by direct credit to your nominated account (as recorded with the Registry) where practicable.

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• You will not be able to withdraw or revoke your application money once you have submitted it, or change the amount of your application.

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• Weebit will not accept payment by cash, cheque, bank draft or money order.

5 Issue Price

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• The issue price per New Share ( Issue Price ) for the SPP will be $5 per New Share, being the price at which Placement Shares were issued under the Placement.

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• The current Share price can be obtained from ASX and is listed in the financial and business section of major daily newspapers circulating in Australia.

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• You agree to pay the Issue Price per New Share for the number of New Shares allocated to you in accordance with these terms and conditions.

6 Calculation and issue of New Shares

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• If you apply for New Shares under the SPP, you will apply for a certain value, rather than a certain number, of New Shares. If your application is accepted, Weebit will divide the value of your application money by the Issue Price in order to determine the number of New Shares which, subject to scale back, will be issued to you.

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• If the calculation in clause 6.1 produces a fractional number, the number of New Shares issued to you will be rounded down to the nearest whole New Share.

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• New Shares are expected to be issued on 26 April 2023 ( Issue Date ).

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• New Shares issued under the SPP will rank equally in all respects with existing Shares as at the Issue Date, and therefore will carry the same voting rights, dividend rights and other entitlements as existing Shares.

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• Weebit will apply to ASX for quotation of New Shares. It is anticipated that New Shares will be quoted on ASX immediately after their issue.

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• The Registry is expected to send holding statements in respect of the New Shares issued under the SPP on or around 27 April 2023.

7 Effect of applying to participate

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• By making a payment via BPAY® or EFT or otherwise returning an Application Form, you (on your own behalf and on behalf of each person for whose account you are acting, if applicable):

• (a) are deemed to have accepted the SPP Offer and you irrevocably and unconditionally agree to the terms and conditions of the SPP and the terms and conditions of the Application Form (including, without limitation, the section of the Application Form titled “Important Information”), and agree not to do any

act or thing that would be contrary to the spirit, intention or purpose of the SPP;

• (b) acknowledge that you have read these SPP terms and conditions in full;

• (c) warrant that all details and statements in your application are true and complete and not misleading or deceptive or likely to mislead or deceive (including by omission);

• (d) agree that your application will be irrevocable and unconditional (that is, it cannot be withdrawn) and that there is no cooling off period;

• (e) warrant that you are an Eligible Shareholder and are eligible to participate in the SPP, and agree to provide any requested substantiation of your eligibility to participate in the SPP and of your holding of Shares on the Record Date;

• (f) acknowledge that no interest will be paid on any application money held pending the issue of New Shares or subsequently refunded to you for any reason;

• (g) acknowledge that Weebit and its officers and agents are not liable for any consequences of the exercise or nonexercise of discretions referred to in these terms and conditions;

• (h) agree to pay the Issue Price per New Share up to the maximum of:

• (i) the value you have selected on the Application Form;

• (ii) the maximum value of your BPAY® payment; or

• (iii) if you are a New Zealand Eligible Shareholder, the maximum value of your EFT payment,

• (as determined by Weebit in its absolute discretion);

• (i) acknowledge and agree that:

• (i) you are not in the United States and are not acting for the account or benefit of a person in the United States (in the event that

you are acting for the account or benefit of a person in the United States, you are not participating in the SPP in respect of that person);

• (ii) the New Shares have not been, and will not be, registered under the US Securities Act and, accordingly, may not be offered or sold, directly or indirectly, in the United States;

• (iii) you have not, and will not, send, release or distribute this Booklet or any materials relating to the SPP to any person in the United States;

• (iv) if in the future you decide to sell or otherwise transfer the New Shares, you will only do so in standard brokered transactions on ASX, where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been prearranged with, or the purchaser is, a person in the United States; and

• (v) if you are acting as a trustee, nominee or Custodian, each beneficial holder on whose behalf you are participating in the SPP is resident in Australia or New Zealand, and you have not sent this Booklet, or any materials relating to the SPP to any person outside of Australia and New Zealand;

• (j) if you are applying for New Shares on your own behalf (and not as Custodian), certify, acknowledge and agree that:

• (i) you are not applying for New Shares with an aggregate application price of more than $30,000 (including any New Shares which a Custodian has applied to purchase on your behalf under the SPP); and

• (ii) the aggregate application price for the following does not exceed $30,000:

  • (A) the New Shares the subject of the application;

• (B) any other Shares applied for by you under the SPP;

• (C) any Shares issued to you under any similar arrangement to the SPP in the 12 months before the application;

• (D) any other New Shares which you instruct a Custodian to acquire on your behalf under the SPP; and

• (E) any other Shares issued to a Custodian under an arrangement similar to the SPP in the 12 months before the application as a result of an instruction given by you to the Custodian or another Custodian and which resulted in you holding beneficial interests in the Shares,

even though you may have received more than one offer under the SPP or received offers in more than one capacity under the SPP;

• (k) if you are a Custodian and are applying on behalf of an Eligible Beneficiary on whose behalf you hold Shares, you must provide a duly completed Custodian Certificate in the form provided to you by the Registry and you certify, acknowledge and agree that:

• (i) you are a Custodian (as that term is defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547;

• (ii) you held Shares on behalf of the Eligible Beneficiary as at the Record Date who has instructed you to apply for New Shares on their behalf under the SPP and that the Eligible Beneficiary was provided with a copy of this Booklet before giving such instruction;

• (iii) you are not applying for New Shares on behalf of any Eligible

  • Beneficiary with an aggregate application price of more than $30,000 under the SPP (or any similar arrangement offered by Weebit in the preceding 12 months);

• (iv) you will provide any requested substantiation of your eligibility to participate in the SPP and of your holding of Shares on the Record Date (and will also provide any requested substantiation of the eligibility of your participating beneficiaries to participate in the SPP);

• (v) you agree to certify to Weebit in writing the matters required by ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 as set out in the Custodian Certificate; and

• (vi) the information in the Custodian Certificate submitted with your Application Form is true, correct and not misleading or deceptive or likely to mislead or deceive (including by omission);

• (l) accept the risks associated with any refund that may be dispatched to you by direct credit;

• (m) agree to be bound by the constitution of Weebit (as amended and as it may be amended from time to time in the future);

• (n) represent that you are in compliance with all relevant laws and regulations;

• (o) acknowledge that Weebit may vary the timetable set out in this Booklet in its absolute discretion, including by lodging a revised timetable with ASX;

• (p) acknowledge that the market price of Shares may rise or fall between the date of the SPP Offer and the Issue Date and that the Issue Price you pay for New Shares may exceed the market price of Shares on the Issue Date;

• (q) acknowledge that there are risks associated with acquiring and holding Shares, including those described in the Investor Presentation;

• (r) agree that you will confirm your holding before trading in any New Shares you believe have been allotted to you under the SPP Offer;

• (s) acknowledge that none of Weebit or its subsidiaries or any of their respective directors, officers, employees, partners, consultants, contractors, agents, representatives or advisers has provided you with any financial product, legal, investment or taxation advice in relation to the SPP, or has any obligation to provide such advice;

• (t) authorise Weebit and its officers and agents to do anything on your behalf necessary for New Shares to be issued to you in accordance with these terms and conditions and to register you as the holder(s) of New Shares issued to you;

• (u) acknowledge that Weebit may at any time and in its absolute discretion determine that your application is valid, in accordance with the terms and conditions of the SPP, even if the Application Form is incomplete, contains errors or is otherwise defective;

• (v) authorise Weebit and its officers and agents to correct minor or easily rectified errors in, or omissions from, your Application Form and to complete the Application Form by the insertion of any missing minor detail; and

• (w) declare that you are at least 18 years of age and have full legal capacity and power to perform all your rights and obligations in respect of the SPP Offer.

8 Scale back

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• Weebit may, in its absolute discretion, undertake a scale back of applications for New Shares to the extent and in the manner it sees fit (including by taking into account, among other factors, the size of your shareholding as at the Record Date). A “scale back” is a reduction in the number of New Shares issued (compared to the number applied for).

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• If there is a scale back, you may receive less than the parcel of New Shares for which you have applied (if any).

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• If a scale back produces a fractional number of New Shares when applied to your parcel, the number of New Shares you will be allotted will be rounded up to the nearest whole number of New Shares.

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• If there is a scale back, the difference between the application money received from you, and the number of New Shares allocated to you multiplied by the Issue Price, will be refunded to you without interest.

9 Dispute resolution

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• Weebit may settle, in any manner it deems appropriate, any difficulties, anomalies or disputes which may arise in connection with, or by reason of, the operation of the SPP whether generally or in relation to any participant or any application for New Shares, and its decision will be conclusive and binding on all participants and other persons to whom the determination relates.

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• The powers of Weebit under these terms and conditions may be exercised by the directors of Weebit or any delegate or representative of them or the senior officers of Weebit.

10 Variation and termination

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• Weebit reserves the right at any time to:

• (a) amend or vary these terms and conditions;

• (b) waive strict compliance with any provision of these terms and conditions;

• (c) withdraw the SPP Offer or suspend or terminate the SPP Offer;

• (d) vary the timetable for the SPP, including the Closing Date; and

• (e) not accept an application, not issue New Shares, or issue New Shares to a value less than that applied for under the SPP by an Eligible Shareholder (including a Custodian applying on behalf of one or more Eligible Beneficiaries).

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Any such amendment, variation, waiver, suspension, withdrawal, non-acceptance or termination will be binding on some or all Eligible Shareholders and other persons in Weebit’s absolute discretion even where Weebit does not notify you of that event.

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In the event that the SPP is withdrawn or terminated, all of your application money will be refunded to you. No interest will be paid on any money returned to you.

11 Privacy policy

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Chapter 2C of the Corporations Act requires information about a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. This information must continue to be included in the public register if you cease to be a securityholder.

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Weebit and the Registry may collect personal information to process your application, implement the SPP and administer your holding of Shares. The personal information contained in the Register is also used to facilitate payments and corporate communications (including financial results, annual reports and other information to be communicated to holders of Shares) and to ensure compliance with legal and regulatory requirements, including Australian taxation laws and the Corporations Act.

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The personal information Weebit and the Registry collects in relation to shareholders may include the name, address, other contact details, bank account details and details of their holdings of Shares.

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Weebit collects and processes personal information in accordance with its Privacy Policy available at - - https://www.weebit nano.com/privacy policy/. In addition to the potential third party disclosures set out in Weebit’s Privacy Policy, your personal information may be disclosed to joint investors, the Registry, securities brokers, third party service providers (including print and mail service providers, technology

providers and professional advisers), related entities of Weebit and its agents and contractors, and ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law (which may include disclosures to the Australian Taxation Office and other government or regulatory bodies or where you have consented to the disclosure). In some cases, the types of organisations referred to above to whom your personal information may be disclosed may be located overseas.

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• Under the Privacy Act 1988 (Cth), you may request access to your personal information held by (on behalf of) Weebit or the Registry, subject to certain exemptions under law. A fee may be charged for access. You can request access to your personal information or obtain further information about Weebit’s privacy management practices by accessing Weebit’s Privacy Policy athttps://www.weebit-nano.com/privacypolicy/.

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The main consequence of not providing the personal information outlined in clauses 11.1 to 11.4 would be that Weebit may be hindered in, or prevented from, processing applications, and from conducting and implementing the SPP.

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• Computershare Investor Services Pty Ltd’s privacy policy is available on its website: https://www.computershare.com/au/priv acy-policies.

12 Costs of participation

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Weebit will not charge any brokerage, commissions or other transaction costs in respect of the application for, and allotment of, New Shares under the SPP.

13 Underwriting

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The SPP is not underwritten. Weebit gives no assurance or guarantee as to how much will be raised under the SPP.

14 Governing law

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• These terms and conditions are governed by the laws in force in New South Wales. Any dispute arising out of, or in connection with, these terms and conditions, or the SPP Offer, will be determined by the courts of New South Wales. By accepting the SPP Offer, you agree to submit to the exclusive jurisdiction of the courts in New South Wales. Other terms and conditions, and rights and obligations in respect of Shares, are contained in the constitution of Weebit.

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• The terms and conditions of the SPP prevail to the extent of any inconsistency with the Application Form.

For more information, please contact Weebit’s share registry, Computershare Investor Services Pty Ltd (the Registry ), from 8.30am to 5:00pm Monday to Friday (excluding public holidays) on 1300 850 505 (callers within Australia) or +61 3 9415 5000 (callers outside Australia).