WISR LIMITED — Capital/Financing Update 2021

May 31, 2021

Proposed issue of securities

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Announcement Summary

Entity name

WISR LIMITED

Announcement Type

New announcement

Date of this announcement

Tuesday June 1, 2021

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

Maximum Number of ASX +security code +Security description +securities to be issued WZR ORDINARY FULLY PAID 20,000,000

+Record date

Monday May 31, 2021

Offer closing date

Monday June 21, 2021

+Issue date

Tuesday June 29, 2021

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
WZR	ORDINARY FULLY PAID	200,000,000

Proposed +issue date

Monday June 7, 2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

WISR LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ACN

Registration Number

004661205

1.3 ASX issuer code

WZR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Tuesday June 1, 2021

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional?

+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

WZR : ORDINARY FULLY PAID Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

WZR : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 20,000,000

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

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Will individual security holders be required to accept the offer for
a minimum number or value of +securities (i.e. a minimum
acceptance condition)?
Yes
Is the minimum acceptance unit based or dollar based?
Dollar based ($)
Please enter the minimum acceptance value
$ 2,000
Will individual security holders be limited to accepting the offer
for a maximum number or value of +securities (i.e. a maximum
acceptance condition)?
Yes
Is the maximum acceptance unit based or dollar based?
Dollar based ($)
Please enter the maximum acceptance value
$ 30,000
Describe all the applicable parcels available for this offer in number of securities or dollar value Parcels of $2,000, $5,000, $10,000, $15,000, $20,000, $25,000 and $30,000.
Offer price details
Has the offer price been determined?
Yes
In what currency will the offer What is the offer price per
be made? +security?
AUD - Australian Dollar AUD 0.25000
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangements A scale back may be undertaken at the Company's sole discretion, to the extent and in a manner it sees fit. If a scale back produces a fractional number of new shares applied to the parcel, the number of new shares that the applicant will be issued will be rounded down to the nearest whole number of new shares.
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes

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Part 4C - Timetable

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4C.1 Date of announcement of +security purchase plan

Tuesday June 1, 2021

4C.2 +Record date

Monday May 31, 2021

4C.3 Date on which offer documents will be made available to investors

Monday June 7, 2021

4C.4 Offer open date

Monday June 7, 2021

4C.5 Offer closing date

Monday June 21, 2021

4C.6 Announcement of results

Thursday June 24, 2021

4C.7 +Issue date

Tuesday June 29, 2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? No

4D.1a Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

4D.1a ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

20,000,000

4D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

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4E.2 Is the proposed offer to be underwritten? No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

The registry and legal fees usual to a transaction of this nature.

Part 4F - Further Information

4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

To accelerate the pace of loan book growth toward Wisr's medium term target of a $1b loan book; invest in its technology stack to provide enhanced features; and expand its total achievable market by exploring new markets and growth opportunities.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer

All countries except Australia and New Zealand

4F.3 URL on the entity's website where investors can download information about the proposed offer

https://www.wisr.com.au/shareholders

4F.4 Any other information the entity wishes to provide about the proposed offer

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

WZR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

200,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.25000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 7C - Timetable

7C.1 Proposed +issue date

Monday June 7, 2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

90,500,000

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

109,500,000

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? No

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Goldman Sachs Australia Pty Ltd (GS)

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7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

Wisr has agreed to pay GS an underwriting fee equal to:

• (a) in respect of subscription monies up to and including $60 million, $3,000,000; and

(b) in respect of any subscription monies greater than $60 million, 5% of the amount of the subscription monies greater than $60 million.

7E.2 Is the proposed issue to be underwritten? Yes

7E.2a Who are the underwriter(s)?

Goldman Sachs Australia Pty Limited (GS)

7E.2b What is the extent of the underwriting (ie the amount or proportion of the proposed issue that is underwritten)?

The Placement is fully underwritten by Goldman Sachs Pty Limited

7E.2c What fee, commission or other consideration is payable to them for acting as underwriter(s)?

Wisr has agreed to pay GS an underwriting fee equal to:

(a) in respect of subscription monies up to and including $60 million, $3,000,000; and

(b) in respect of any subscription monies greater than $60 million, 5% of the amount of the subscription monies greater than $60 million.

7E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated.

Please refer to the summary of the Placement Agreement in Appendix A of the investor presentation lodged with ASX on 1 June 2021.

7E.3 Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Registry, advisor and legal fees usual to a transaction of this nature.

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

To accelerate the pace of loan book growth toward Wisr's medium term target of a $1b loan book; invest in its technology stack to provide enhanced features; and expand its total achievable market by exploring new markets and growth opportunities.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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