WINGARA AG LTD — Capital/Financing Update 2025

Dec 22, 2025

Wingara AG Limited ACN 009 087 469 50 Ironstone Road Epsom VIC 3551

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ASX Announcement 23 December 2025

$250,000 Loan Facility

The Board of Wingara AG Limited (Company) advises that it has received binding commitments from entities associated with NAOS Asset Management Ltd for a $250,000 Loan Facility ( Facility ).

This Facility enables the Company to continue to work through several transaction opportunities that have been presented to it.

Facility

The loan facility allows the Company to raise up to $250,000 on the following key terms:

• The facility attracts interest of 12% per annum, which accrues daily and is to be capitalised every three months.

• The facility repayment date is 31 December 2026 or such earlier date as the Borrower successfully completes a capital raising for an amount of not less than AUD$1,000,000.

• Subject to shareholder approval being obtained, the lender may convert Money Owing into Convertible Notes ( Convertible Notes ).

• The Borrower may prepay some or all of the Money Owing at any time by giving written notice to the Lender.

• The facility is not secured.

The issue of Convertible Notes is subject to shareholder approval, which the Company will seek at its next general meeting.

A detailed summary of the terms and conditions of the Convertible Notes is set out in the schedule to this announcement.

This announcement has been approved for release by the Board of Directors of Wingara AG Limited.

For further information please contact:

Marcello Diamante Executive Director E: marcello.diamante@wingaraag.com.au

Forward-looking statements:

Certain statements made in this release are forward-looking statements and are based on Wingara AG’s current expectations, estimates and projections. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “guidance” and similar expressions are intended to identify forward-looking statements.

Although Wingara AG believes the forward-looking statements are based on reasonable assumptions, they are subject to certain risks and uncertainties, some of which are beyond Wingara AG’s control. As a result, actual results could materially differ from those expressed or forecasted in the forward-looking statements.

The forward-looking statements made in this release relate only to events as of the date on which the statements are made. Wingara AG will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances or unanticipated events occurring after the date of this release except as required by law or by any appropriate regulatory authority.

Wingara AG Limited ACN 009 087 469 50 Ironstone Road Epsom VIC 3551

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SCHEDULE SUMMARY OF THE CONVERTIBLE NOTE TERMS AND CONDITIONS

Issuer	Wingara AG Limited ACN 009 087 469
Face Value	$1.00 per Note
Maturity Date	31 December 2026
Coupon Rate	12% per annum, which accrues daily and capitalised every three months.
Conversion	The Notes (together with capitalised interest) may be converted by theNoteholder into fully paid ordinary shares in the Company (Shares) at any timeup to their respective maturity date. The conversion price is the higher ofi.The VWAP of the Ordinary Shares of the Company as traded on theAustralian Stock Exchange in the twenty (20) Business Days immediatelypreceding the valuation date, or, if not traded in the preceding period,then the last traded price of such shares on the Australian StockExchange; andii.If the Company has released a prospectus to the public with an offerwhich is then open for acceptance by the recipients of that offer, thenthe offer price as set-out in that prospectus,less a discount of 25%.
Security	Notes are not secured
Transferability	Notes may be freely transferred
Redemption	Repayment of the principal sum (being the face value of each Note andcapitalised interest) must be made on the respective Maturity Date or soonerif the Issuer commits an Event of Default and Noteholders request immediateredemption.
Warranties,Undertakingsand Indemnities	Warranties, undertakings and indemnities customary for securities of thisnature given by the Issuer.
Events ofDefault	Customary events of default for securities of this nature apply, including butnot limited to payment, redemption or conversion breaches, representations,warranties and undertakings, and insolvency events.
Voting Rights	Notes do not give a Noteholder shareholder meeting attendance rights, votingrights or dividend rights.
ConversionProtections	Notes are subject to standard anti-dilution for re-organisation orreconstruction of capital.