XERO LIMITED — Capital/Financing Update 2021

Jun 9, 2021

This appendix is available as an online form Only use this form if the online version is not available

+Rule 3.10.3

Appendix 3B

Proposed issue of +securities

Information and documents given to ASX become ASX’s property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for non-renounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.

Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 – Entity and announcement details

Questio n no	Question	Answer
1.1	*Name of entity We (the entity here named) 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. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under	Xero Limited

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Appendix 3B

	the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ARBN 160 661 183
1.3	*ASX issuer code	XRO
1.4	*This announcement is Tick whichever is applicable.	☒A new announcement ☐An update/amendment to a previous announcement ☐A cancellation of a previous announcement
1.4a	*Reason for update Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”. A reason must be provided for an update.	Not applicable
1.4b	*Date of previous announcement(s) to this update Answer this question if your response to Q 1.4 is “An update/amendment to previous announcement”.	Not applicable
1.4c	*Reason for cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”.	Not applicable
1.4d	*Date of previous announcement(s) to this cancellation Answer this question if your response to Q 1.4 is “A cancellation of previous announcement”.	Not applicable
1.5	*Date of this announcement	10 June 2021
x	*The proposed issue is: Note: You can select more than one type of issue (e.g. an offer of securities under a securities purchase plan and a placement, however ASX may restrict certain events from being announced concurrently). Please contact your ASX listings compliance adviser if you are unsure.	☐A +bonus issue (complete Parts 2 and 8) ☐A standard +pro rata issue (non-renounceable or renounceable) (complete Q1.6a and Parts 3 and 8) ☐An accelerated offer (complete Q1.6b and Parts 3 and 8) ☐An offer of +securities under a +securities purchase plan (complete Parts 4 and 8)

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		☐A non-+pro rata offer of +securities under a +disclosure document or +PDS (complete Parts 5 and 8) ☐A non-+pro rata offer to wholesale investors under an information memorandum (complete Parts 6 and 8) ☒A placement or other type of issue (complete Parts 7 and 8)
1.6a	*The proposed standard +pro rata issue is: Answer this question if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable).” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further.	☐Non-renounceable ☐Renounceable
1.6b	*The proposed accelerated offer is: Answer this question if your response to Q1.6 is “An accelerated offer” Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further.	☐Accelerated non-renounceable entitlement ofer (commonly known as a JUMBO or ANREO) ☐Accelerated renounceable entitlement ofer (commonly known as an AREO) ☐Simultaneous accelerated renounceable entitlement ofer (commonly known as a SAREO) ☐Accelerated renounceable entitlement ofer with dual book-build structure (commonly known as a RAPIDS) ☐Accelerated renounceable entitlement ofer with retail rights trading (commonly known as a PAITREO)

Part 2 – Details of proposed +bonus issue

If your response to Q1.6 is “A bonus issue”, please complete Parts 2A – 2D and the details of the securities proposed to be issued in Part 8. Refer to section 1 of Appendix 7A of the Listing Rules for the timetable for bonus issues.

Part 2A – Proposed +bonus issue – conditions

	Questio n No.	Question	Answer
	2A.1	*Do any external approvals need to be obtained or other conditions satisfied before the +bonus issue can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval	Not applicable

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Disregard any approvals that have already been obtained or conditions that have already been satisfied. If any of the above approvals apply to the bonus issue, they must be obtained before business day 0 of the timetable. The relevant approvals must be received before ASX can establish an ex market in the securities. 2A.1a Conditions Answer these questions if your response to Q2A.1 is “Yes”.

	Disregard any approvals that have already been obtained or conditions that have already been satisfied. If any of the above approvals apply to the bonus issue, they must be obtained before business day 0 of the timetable. The relevant approvals must be received before ASX can establish an ex market in the securities.	Disregard any approvals that have already been obtained or conditions that have already been satisfied. If any of the above approvals apply to the bonus issue, they must be obtained before business day 0 of the timetable. The relevant approvals must be received before ASX can establish an ex market in the securities.	Disregard any approvals that have already been obtained or conditions that have already been satisfied. If any of the above approvals apply to the bonus issue, they must be obtained before business day 0 of the timetable. The relevant approvals must be received before ASX can establish an ex market in the securities.
2A.1a	Conditions Answer these questions if your response to Q2A.1 is “Yes”.
*Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected.		*Date for determination	*Is the date estimated or actual? The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval).		*Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. Note that you will need to lodge an updated Appendix 3B showing that all required approvals have been obtained and conditions have been met prior to business day 0 in the timetable for the bonus issue in Appendix 7A of the listing rules.	Comments
+Security holder approval
Court approval
Lodgement of court order with +ASIC
ACCC approval
FIRB approval
Other (please specify in comment section)

Part 2B – Proposed +bonus issue - issue details

Questio n No.	Question	Answer
2B.1	*Class or classes of +securities that will participate in the proposed +bonus issue (please enter both the ASX security code & description) If more than one class of security will participate in the proposed bonus issue, make sure you clearly identify any different treatment between the classes.	Not applicable
2B.2	*Class of +securities that will be issued in the proposed+bonusissue (please	Not applicable

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Appendix 3B

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	enter both the ASX security code & description)
2B.3	*Issue ratio Enter the quantity of additional securities to be issued for a given quantity of securities held (for example, 1 for 2 means 1 new security issued for every 2 existing securities held). Please only enter whole numbers (for example, a bonus issue of 1 new security for every 2.5 existing securities held should be expressed as “2 for 5”).	Not applicable
2B.4	*What will be done with fractional entitlements? Select one item from the list.	☐ Fractions rounded up to the next whole number ☐ Fractions rounded down to the nearest whole number or fractions disregarded ☐ Fractions sold and proceeds distributed ☐ Fractions of 0.5 or more rounded up ☐ Fractions over 0.5 rounded up ☒ Not applicable
2B.5	*Maximum number of +securities proposed to be issued (subject to rounding)	Not applicable

Part 2C – Proposed +bonus issue – timetable

	Questio n No.	Question	Answer
	2C.1	*+Record date Record date to identify security holders entitled to participate in the bonus issue. Per Appendix 7A section 1 the record date must be at least 4 business days from the announcement date (day 0).	Not applicable
	2C.3	*Ex date Per Appendix 7A section 1 the ex date is one business day before the record date. This is also the date that the bonus securities will commence quotation on a deferred settlement basis.	Not applicable
	2C.4	*Record date Same as Q2C.1 above	Not applicable
	2C.5	*+Issue date Per Appendix 7A section 1 the issue date should be at least one business day and no more than 5 business days after the record date (the last day for the entity to issue the bonus securities and lodge an Appendix 2A with ASX to apply for quotation of the bonus securities). Deferred settlement trading will end at market close on this day.	Not applicable
	2C.6	*Date trading starts on a normal T+2 basis Per Appendix 7A section 1 this is one business day after the issue date.	Not applicable

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2C.7	*First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis Per Appendix 7A section 1 this is two business days after trading starts on a normal T+2 basis (3 business days after the issue date).	Not applicable

Part 2D – Proposed +bonus issue – further information

Questio n No.	Question	Answer
2D.1	*Will holdings on diferent registers or sub registers be aggregated for the purposes of determining entitlements to the +bonus issue?	Not applicable
2D.1a	Please explain how holdings on diferent registers or subregisters will be aggregated for the purposes of determining entitlements Answer this question if your response to Q2D.1 is “Yes”.	Not applicable
2D.2	*Countries in which the entity has +security holders who will not be eligible to participate in the proposed +bonus issue Note: The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them (listing rule 7.7.1(b)).	Not applicable
2D.3	*Will the entity be changing its dividend/distribution policy as a result of the proposed +bonus issue	Not applicable
2D.3a	Please explain how the entity will change its dividend/distribution policy if the proposed +bonus issue proceeds Answer this question if your response to Q2D.3 is “Yes”.	Not applicable
2D.4	*Details of any material fees or costs to be incurred by the entity in connection with the proposed +bonus issue	Not applicable
2D.5	Any other information the entity wishes to provide about the proposed +bonus issue	Not applicable

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Appendix 3B

Part 3 – Details of proposed entitlement offer

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” or “An accelerated offer”, please complete parts 3A, 3F and 3G and the details of the securities proposed to be issued in Part 8. Please also complete Parts 3B and 3C if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)” and Parts 3D and 3E if your response to Q1.6 is “An accelerated offer”. Refer to sections 2,3,4,5 and 6 of Appendix 7A of the Listing Rules for the respective timetables for entitlement offers, including non-renounceable, renounceable and accelerated offers.

Part 3A – Proposed entitlement offer – conditions

Questio n No.	Question	Question	Question	Answer	Answer	Answer	Answer
3A.1	*Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied. If any of the above approvals apply to the entitlement offer, they must be obtained before business day 0 of the timetable. The relevant approvals must be received before ASX can establish an ex market in the securities.			Not applicable
3A.1a	Conditions Answer these questions if your response to Q3A.1 is “Yes”.
*Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected.		*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval).	*Is the date estimated or actual?		**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval. Note that you will need to lodge an updated Appendix 3B showing that all required approvals have been obtained and conditions have been met prior to business day 0 in the timetable for the entitlement offer in Appendix 7A of the listing rules.	Comments
+Security holder approval
Court approval
Lodgement of court order with +ASIC
ACCC approval
FIRB approval

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Appendix 3B

Other (please specify in comment section)

Part 3B – Proposed standard pro rata issue entitlement offer - offer details

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant questions in this part.

Questio n No.	Question	Answer
3B.1	*Class or classes of +securities that will participate in the proposed entitlement offer (please enter both the ASX security code & description) If more than one class of security will participate in the proposed entitlement offer, make sure you clearly identify any different treatment between the classes.	Not applicable
3B.2	*Class of +securities that will be issued in the proposed entitlement offer (please enter both the ASX security code & description)	Not applicable
3B.3	*Offer ratio Enter the quantity of additional securities to be offered for a given quantity of securities held (for example, 1 for 2 means 1 new security will be offered for every 2 existing securities held). Please only enter whole numbers (for example, an entitlement offer of 1 new security for every 2.5 existing securities held should be expressed as “2 for 5”). Listing rule 7.11.3 requires that non-renounceable offers must not exceed a ratio of 1:1. Please ensure that you comply with listing rule 7.11.3 or have a waiver from that rule.	Not applicable
3B.4	*What will be done with fractional entitlements? Select one item from the list.	☐Fractions rounded up to the next whole number ☐Fractions rounded down to the nearest whole number or fractions disregarded ☐Fractions sold and proceeds distributed ☐Fractions of 0.5 or more rounded up ☐Fractions over 0.5 rounded up ☒Not applicable
3B.5	*Maximum number of +securities proposed to be issued (subject to rounding)	Not applicable
3B.6	*Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?	Not applicable

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Appendix 3B

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3B.6a	*Describe the limits on over-subscription Answer this question if your response to Q3B.6 is “Yes”.	Not applicable
3B.7	*Will a scale back be applied if the offer is over-subscribed?	Not applicable
3B.7a	*Describe the scale back arrangements Answer this question if your response to Q3B.7 is “Yes”.	Not applicable
3B.8	*In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD.	Not applicable
3B.9	*Has the offer price been determined?	Not applicable
3B.9a	*What is the offer price per +security for the retail offer? Answer this question if your response to Q3B.9 is “Yes”. The offer price must be input as an amount per security in the issue currency you have selected above using the base unit of that currency (i.e. in Australian dollars, rather than Australian cents, if the issue currency is AUD). Note that if you are proposing to have an offer price with a fraction of a cent, the offer price must comply with the minimum price step requirement in listing rule 7.11.2. Information about minimum price steps is available here. An offer price cannot be less than 0.1 Australian cents (i.e. AUD0.001), which is the lowest price at which securities can trade on ASX, unless the security is a free attaching security and the offer price is nil (in which case the offer price should be entered as ‘0.00’).	Not applicable
3B.9b	*How and when will the offer price be determined? Answer this question if your response to Q3B.9 is “No”.	Not applicable

Part 3C – Proposed standard pro rata issue – timetable

If your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, please complete the relevant questions in this part.

Questio n No.	Question	Answer
3C.1	*+Record date Record date to identify security holders entitled to participate in the issue. Per Appendix 7A sections 2 and 3 the record date must be at least 3 business days from the announcement date (day 0)	Not applicable
3C.2	*Ex date Per Appendix 7A sections 2 and 3 the Ex Date is one business day before the record date. For renounceable issues, this is also the date that rights will commence quotation on a deferred settlement basis.	Not applicable

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3C.3	Date rights trading commences For renounceable issues only*- this is the date that rights will commence quotation initially on a deferred settlement basis	Not applicable
3C.4	*Record date Same as Q3C.1 above	Not applicable
3C.5	*Date on which ofer documents will be sent to +security holders entitled to participate in the +pro rata issue The offer documents can be sent to security holders as early as business day 4 but must be sent no later than business day 6. Business day 6 is the last day for the offer to open. For renounceable issues, deferred settlement trading in rights ends at the close of trading on this day. Trading in rights on a normal (T+2) settlement basis will start from market open on the next business day (i.e. business day 7) provided that the entity tells ASX by noon Sydney time that the offer documents have been sent or will have been sent by the end of the day.	Not applicable
3C.6	*Ofer closing date Offers close at 5pm on this day. The date must be at least 7 business days after the entity announces that the offer documents have been sent to holders.	Not applicable
3C.7	*Last day to extend the ofer closing date At least 3 business days’ notice must be given to extend the offer closing date. Notification must be made before noon (Sydney time) on this day.	Not applicable
3C.8	Date rights trading ends For renounceable issues only*- rights trading ends at the close of trading 5 business days before the applications closing date.	Not applicable
3C.9	*Trading in new +securities commences on a deferred settlement basis Non-renounceable issues - the business day after the offer closing date Renounceable issues – the business day after the date rights trading ends	Not applicable
3C.10	[deleted]
3C.11	*+Issue date and last day for entity to announce results of +pro rata issue Per Appendix 7A section 2 and section 3, the issue date should be no more than 5 business days after the offer closes date (the last day for the entity to issue the securities taken up in the pro rata issue and lodge an Appendix 2A with ASX to apply for quotation of the securities). Deferred settlement trading will end at market close on this day.	Not applicable
3C.12	*Date trading starts on a normal T+2 basis Per Appendix 7A section 2 and 3 this is one business day after the issue date.	Not applicable

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3C.13	*First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis Per Appendix 7A section 2 and 3 1 this is two business days after trading starts on a normal T+2 basis (3 business days after the issue date).	Not applicable

Part 3D – Proposed accelerated offer – offer details

Questio n No.	Question	Answer
3D.1	*Class or classes of +securities that will participate in the proposed entitlement offer (please enter both the ASX security code & description) If more than one class of security will participate in the proposed entitlement offer, make sure you clearly identify any different treatment between the classes.	Not applicable
3D.2	*Class of +securities that will issued in the proposed entitlement offer (please enter both the ASX security code & description)	Not applicable
3D.3	*Has the offer ratio been determined?	Not applicable
3D.3a	*Offer ratio Answer this question if your response to Q3D.3 is “Yes” or “No”. If your response to Q3D.3 is “No” please provide an indicative ratio and state as indicative. Enter the quantity of additional securities to be offered for a given quantity of securities held (for example, 1 for 2 means 1 new security will be offered for every 2 existing securities held). Please only enter whole numbers (for example, an entitlement offer of 1 new security for every 2.5 existing securities held should be expressed as “2 for 5”). Listing rule 7.11.3 requires that non-renounceable offers must not exceed a ratio of 1:1. Please ensure that you comply with listing rule 7.11.3 or have a waiver from that rule.	Not applicable
3D.3b	*How and when will the offer ratio be determined? Answer this question if your response to Q3D.3 is “No”. Note that once the offer ratio is determined, this must be provided via an update announcement.	Not applicable
3D.4	*What will be done with fractional entitlements? Select one item from the list.	☐Fractions rounded up to the next whole number ☐Fractions rounded down to the nearest whole number or fractions disregarded ☐Fractions sold and proceeds distributed ☐Fractions of 0.5 or more rounded up ☐Fractions over 0.5 rounded up

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		☒Not applicable
3D.5	*Maximum number of +securities proposed to be issued (subject to rounding)	Not applicable
3D.6	*Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?	Not applicable
3D.6a	*Describe the limits on over-subscription Answer this question if your response to Q3D.6 is “Yes”.	Not applicable
3D.7	*Will a scale back be applied if the offer is over-subscribed?	Not applicable
3D.7a	*Describe the scale back arrangements Answer this question if your response to Q3D.7 is “Yes”.	Not applicable
3D.8	*In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD.	Not applicable
3D.9	*Has the offer price for the institutional offer been determined?	Not applicable
3D.9a	*What is the offer price per +security for the institutional offer? Answer this question if your response to Q3D.9 is “Yes”. An indicative offer price must be provided if your response to Q3D.9 is “No”. A final offer price must be provided no later than 9am on the day the trading halt is lifted. The offer price must be input as an amount per security in the issue currency you have selected above using the base unit of that currency (i.e. in Australian dollars, rather than Australian cents, if the issue currency is AUD). Note that if you are proposing to have an offer price with a fraction of a cent, the offer price must comply with the minimum price step requirement in listing rule 7.11.2. Information about minimum price steps is available here. An offer price cannot be less than 0.1 Australian cents (i.e. AUD0.001), which is the lowest price at which securities can trade on ASX, unless the security is a free attaching security and the offer price is nil (in which case the offer price should be entered as ‘0.00’).	Not applicable
3D.9b	*How and when will the offer price for the institutional offer be determined? Answer this question if your response to Q3D.9 is “No”.	Not applicable
3D.9c	*Will the offer price for the institutional offer be determined by way of a bookbuild? Answer this question if your response to Q3D.9 is “No”. If your response to this question is “Yes”, please note the information that ASX expects to be announced	Not applicable

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	about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation.
3D.9d	*Provide details of the parameters that will apply to the bookbuild for the institutional offer (e.g. the indicative price range for the bookbuild) Answer this question if your response to Q3D.9 is “No” and your response to Q3D.9c is “Yes”.	Not applicable
3D.10	*Has the offer price for the retail offer been determined?	Not applicable
3D.10a	*What is the offer price per +security for the retail offer? Answer this question if your response to Q3D.10 is “Yes”. An indicative offer price must be provided if your response to Q3D.10 is “No”. A final offer price must be provided no later than 9am on the day the trading halt is lifted. The offer price must be input as an amount per security in the issue currency you have selected above using the base unit of that currency (i.e. in Australian dollars, rather than Australian cents, if the issue currency is AUD). Note that if you are proposing to have an offer price with a fraction of a cent, the offer price must comply with the minimum price step requirement in listing rule 7.11.2. Information about minimum price steps is available here. An offer price cannot be less than 0.1 Australian cents (i.e. AUD0.001), which is the lowest price at which securities can trade on ASX, unless the security is a free attaching security and the offer price is nil (in which case the offer price should be entered as ‘0.00’).	Not applicable
3D.10b	*How and when will the offer price for the retail offer be determined? Answer this question if your response to Q3D.10 is “No”.	Not applicable

Part 3E – Proposed accelerated offer – timetable

If your response to Q1.6 is “An accelerated offer”, please complete the relevant questions in this Part.

Questio n No.	Question	Answer
3E.1a	*First day of trading halt The entity is required to announce the accelerated offer and give a completed Appendix 3B to ASX. If the accelerated offer is conditional on security holder approval or any other requirement, that condition must have been satisfied and the entity must have announced that fact to ASX. An entity should also consider the rights of convertible security holders to participate in the issue and what, if any, notice needs to be given to them in relation to the issue	Not applicable
3E.1b	*Announcement date of accelerated ofer	Not applicable

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Appendix 3B

3E.2	*Trading resumes on an ex-entitlement basis (ex date) For JUMBO, ANREO, AREO, SAREO, RAPIDs offers	Not applicable
3E.3	*Trading resumes on ex-rights basis For PAITREO offers only	Not applicable
3E.4	*Rights trading commences For PAITREO offers only	Not applicable
3E.5	*Date ofer will be made to eligible institutional +security holders	Not applicable
3E.6	*Application closing date for institutional +security holders	Not applicable
3E.7	Institutional ofer shortfall book build date For AREO, SAREO, RAPIDs, PAITREO offers	Not applicable
3E.8	*Announcement of results of institutional ofer The announcement should be made before the resumption of trading following the trading halt.	Not applicable
3E.9	*+Record date Record date to identify security holders entitled to participate in the offer. Per Appendix 7A sections 4, 5 and 6 the record date must be at least 2 business days from the announcement date (day 0).	Not applicable
3E.10	Settlement date of new +securities issued under institutional entitlement ofer If DvP settlement applies, provided the Appendix 2A is given to ASX before noon (Sydney time) this day, normal trading in the securities will apply on the next business day, and if DvP settlement does not apply on the business day after that.	Not applicable
3E.11	*+Issue date for institutional +security holders	Not applicable
3E.12	*Normal trading of new +securities issued under institutional entitlement ofer	Not applicable
3E.13	*Date on which ofer documents will be sent to retail +security holders entitled to participate in the +pro rata issue The offer documents can be sent to security holders as early as business day 4 but must be sent no later than business day 6. Business day 6 is the last day for the offer to open. For renounceable offers, deferred settlement trading in rights ends at the close of trading on this day. Trading in rights on a normal (T+2) settlement basis will start from market open on the next business day (i.e. business day 7) provided that the entity tells ASX by noon Sydney time that the offer documents have been sent or will have been sent by the end of the day.	Not applicable

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Appendix 3B

3E.14	*Ofer closing date for retail +security holders Offers close at 5pm on this day. The date must be at least 7 business days after the entity announces that the offer documents have been sent to holders.	Not applicable
3E.15	*Last day to extend the retail ofer closing date At least 3 business days’ notice must be given to extend the offer closing date. Notification must be made before noon (Sydney time) on this day.	Not applicable
3E.16	*Rights trading end date For PAITREO offers only	Not applicable
3E.17	*Trading in new +securities commences on a deferred settlement basis For PAITREO offers only The business day after rights trading end date	Not applicable
3E.18	[deleted]
3E.19	Last day to announce results of retail ofer, bookbuild for any shortfall (if applicable) Note this is the last day to announce results of retail offer for all offers except JUMBO and ANREO offers.	Not applicable
3E.20	Entity announces results of bookbuild (including any information about the bookbuild expected to be disclosed under section 4.12 of Guidance Note 30) For all offers except JUMBO, ANREO	Not applicable
3E.21	*+Issue date for retail +security holders and last day for entity to announce results of retail ofer Per Appendix 7A section 4, the issue date should be no more than 5 business days after the offer closes date. Per Appendix 7A sections 5 and 6, the issue date should be no more than 8 business days after the offer closes date. This is the last day for the entity to issue the securities taken up in the pro rata issue and lodge an Appendix 2A with ASX to apply for quotation of the securities. Deferred settlement trading (if applicable) will end at market close on this day. Note, this is the last day for entity to announce results of retail offer for JUMBO and ANREO offers only.	Not applicable
3E.22	*Date trading starts on a normal T+2 basis For PAITREO offers only This is one business day after the issue date.	Not applicable
3E.23	*First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis For PAITREO offers only	Not applicable

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This is two business days after trading starts on a normal T+2 basis (3 business days after the issue date).

Part 3F – Proposed entitlement offer – fees and expenses

Questio n No.	Question	Answer
3F.1	*Will there be a lead manager or broker to the proposed ofer?	Not applicable
3F.1a	*Who is the lead manager/broker? Answer this question if your response to Q3F.1 is “Yes”.	Not applicable
3F.1b	*What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q3F.1 is “Yes”.	Not applicable
3F.2	*Is the proposed ofer to be underwritten?	Not applicable
3F.2a	*Who are the underwriter(s)? Answer this question if your response to Q3F.2 is “Yes”. Note for issuers that are an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing): If you are seeking to rely on listing rule 7.2 exception 2 to issue the securities without security holder approval under listing rule 7.1 and without using your placement capacity under listing rules 7.1 or 7.1A, you must include the details asked for in this and the next 3 questions.	Not applicable
3F.2b	*What is the extent of the underwriting (i.e. the amount or proportion of the ofer that is underwritten)? Answer this question if your response to Q3F.2 is “Yes”.	Not applicable
3F.2c	*What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q3F.2 is “Yes”. This includes any applicable discount the underwriter receives to the issue price payable by participants in the issue.	Not applicable
3F.2d	*Provide a summary of the signifcant events that could lead to the underwriting being terminated Answer this question if your response to Q3F.2 is “Yes”. You may cross-refer to a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released on the ASX Market Announcements Platform.	Not applicable

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3F.2e	*Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed ofer? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q3F.2 is “Yes”.	Not applicable
3F.2e(i)	*What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is “Yes”. Note: If you are seeking to rely on listing rule 10.12 exception 2 to issue the securities to the underwriter or sub-underwriter without security holder approval under listing rule 10.11, you must include the details asked for in this and the next 2 questions. If there is more than one party referred to in listing rule 10.11 acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions.	Not applicable
3F.2e(ii )	*What is the extent of their underwriting or sub-underwriting (i.e. the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is “Yes”.	Not applicable
3F.2e(iii )	*What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q3F.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue.	Not applicable
3F.3	*Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?	Not applicable
3F.3a	*Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q3F.3 is “Yes”.	Not applicable
3F.3b	*Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q3F.3 is “Yes” and your response to Q3F.3a is “dollar based”.	Not applicable
3F.3c	*Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q3F.3 is “Yes” and your response to Q3F.3a is “percentage based”.	Not applicable

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3F.3d	Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q3F.3 is “Yes”.	Not applicable
3F.4	Details of any other material fees or costs to be incurred by the entity in connection with the proposed ofer	Not applicable

Part 3G – Proposed entitlement offer – further information

Questio n No.	Question	Answer
3G.1	*The purpose(s) for which the entity intends to use the cash raised by the proposed issue You may select one or more of the items in the list.	☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details:
3G.2	*Will holdings on diferent registers or subregisters be aggregated for the purposes of determining entitlements to the issue?	Not applicable
3G.2a	*Please explain how holdings on diferent registers or subregisters will be aggregated for the purposes of determining entitlements. Answer this question if your response to Q3G.2 is “Yes”.	Not applicable
3G.3	*Will the entity be changing its dividend/distribution policy if the proposed issue is successful?	Not applicable
3G.3a	*Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q3G.3 is “Yes”.	Not applicable
3G.4	Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue For non-renounceable issues (including accelerated):*The entity must send each holder to whom it will not offer the securities details of the issue	Not applicable

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	and advice that the entity will not offer securities to them (listing rule 7.7.1(b)). For renounceable issues (including accelerated): The entity must send each holder to whom it will not offer the securities details of the issue and advice that the entity will not offer securities to them. It must also appoint a nominee to arrange for the sale of the entitlements that would have been given to those holders and to account to them for the net proceeds of the sale and advise each holder not given the entitlements that a nominee in Australia will arrange for sale of the entitlements and, if they are sold, for the net proceeds to be sent to the holder (listing rule 7.7.1(b) and (c)).
3G.5	*Will the ofer be made to eligible benefciaries on whose behalf eligible nominees or custodians hold existing +securities	Not applicable
3G.5a	*Please provide further details of the ofer to eligible benefciaries Answer this question if your response to Q3G.5 is “Yes”. If, for example, the entity intends to issue a notice to eligible nominees and custodians please indicate here where it may be found and/or when the entity expects to announce this information. You may enter a URL.	Not applicable
3G.6	URL on the entity's website where investors can download information about the proposed issue	Not applicable
3G.7	Any other information the entity wishes to provide about the proposed issue	Not applicable
3G.8	*Will the ofer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)?	Not applicable

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Appendix 3B

Part 4 – Details of proposed offer under +securities purchase plan

If your response to Q1.6 is “An offer of securities under a securities purchase plan”, please complete Parts 4A – 4F and the details of the securities proposed to be issued in Part 8. Refer to section 12 of Appendix 7A of the Listing Rules for the timetable for securities purchase plans.

Part 4A – Proposed offer under +securities purchase plan – conditions

Questio n No.	Question	Question	Question	Answer	Answer	Answer	Answer
4A.1	*Do any external approvals need to be obtained or other conditions satisfied before the offer of +securities under the +securities purchase plan can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied.			Not applicable
4A.1a	Conditions Answer these questions if your response to 4A.1 is “Yes”.
*Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected.		*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval).	*Is the date estimated or actual?		**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval.	Comments
+Security holder approval
Court approval
Lodgement of court order with +ASIC
ACCC approval
FIRB approval
Other (please specify in comment section)

Part 4B – Proposed offer under +securities purchase plan – offer details

Questio Question Answer n No.

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4B.1	*Class or classes of +securities that will participate in the proposed offer (please enter both the ASX security code & description) If more than one class of security will participate in the securities purchase plan, make sure you clearly identify any different treatment between the classes.	Not applicable
4B.2	*Class of +securities to be offered to them under the +securities purchase plan (please enter both the ASX security code & description) Only existing classes of securities may be offered in a securities purchase plan. A +security purchase plan is defined in Chapter 19 of the Listing Rules as a purchase plan, as defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/54. The ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/54 is relevant for shares or interest that are in a class which is quoted on the financial market operated by ASX. Unquoted securities and securities that are not yet quoted on ASX do not fall within the definition of +security purchase plan, this has consequences for Listing Rules 7.2 exception 5 and 10.12 exception 4. Please ensure that you have received appropriate legal advice with regards to an offer that includes an offer of attaching securities.	Not applicable
4B.2a	If the offer includes attaching +securities – please confirm whether the offer of the attaching +securities is a separate offer to the offer pursuant to the +security purchase plan	Not applicable
4B.2b	If the offer includes attaching +securities – please confirm whether the attaching +securities are being offered under a +disclosure document or +PDS	Not applicable
4B.3	*Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted	Not applicable
4B.4	*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)?	Not applicable
4B.4a	*Describe the minimum subscription condition Answer this question if your response to Q4B.4 is “Yes”.	Not applicable
4B.5	*Will the offer be conditional on applications for a maximum number of +securities being received or a	Not applicable

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	maximum amount being raised (i.e. a maximum subscription condition)?
4B.5a	*Describe the maximum subscription condition Answer this question if your response to Q4B.5 is “Yes”.	Not applicable
4B.6	*Will individual +security holders be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)?	Not applicable
4B.6a	*Describe the minimum acceptance condition Answer this question if your response to Q4B.6 is “Yes”.	Not applicable
4B.7	*Will individual +security holders be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)?	Not applicable
4B.7a	*Describe the maximum acceptance condition Answer this question if your response to Q4B.7 is “Yes”.	Not applicable
4B.8	*Describe all the applicable parcels available for this offer in number of securities or dollar value For example, the offer may allow eligible holders to subscribe for one of the following parcels: $2,500, $7,500, $10,000, $15,000, $20,000, $30,000.	Not applicable
4B.9	*Will a scale back be applied if the offer is over-subscribed?	Not applicable
4B.9a	*Describe the scale back arrangements Answer this question if your response to Q4B.9 is “Yes”.	Not applicable
4B.10	*In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD.	Not applicable
4B.11	*Has the offer price been determined?	Not applicable
4B.11a	*What is the offer price per +security? Answer this question if your response to Q4B.11 is “Yes” using the currency specified in your answer to Q4B.9.	Not applicable
4B.11b	*How and when will the offer price be determined? Answer this question if your response to Q4B.11 is “No”.	Not applicable

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Part 4C – Proposed offer under +securities purchase plan – timetable

Questio n No.	Question	Answer
4C.1	*Date of announcement of +security purchase plan The announcement of the security purchase plan must preferably be made prior to the commencement of trading on the announcement date but ASX will accept announcements after this time.	Not applicable
4C.2	*+Record date This is the date to identify security holders who may participate in the security purchase plan. Per Appendix 7A section 12 of the Listing Rules, this day is one business day before the entity announces the security purchase plan. Note: the fact that an entity's securities may be in a trading halt or otherwise suspended from trading on this day does not affect this date being the date for identifying which security holders may participate in the security purchase plan.	Not applicable
4C.3	*Date on which ofer documents will be made available to investors	Not applicable
4C.4	*Ofer open date	Not applicable
4C.5	*Ofer closing date	Not applicable
4C.6	[deleted]
4C.7	*+Issue date and last day for entity to announce results of +security purchase plan ofer Per Appendix 7A section 12 of the Listing Rules, the last day for the entity to issue the securities purchased under the plan is no more than 5 business days after the closing date. The entity should lodge an Appendix 2A with ASX applying for quotation of the securities before noon Sydney time on this day	Not applicable

Part 4D – Proposed offer under +securities purchase plan – listing rule requirements

	Questio n No.	Question	Answer
	4D.1	*Does the ofer 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? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). Listing rule 7.2 exception 5 can only be used once in any 12 month period and only applies where: ● the +security purchase plan satisfies the conditions in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 or would otherwise satisfy those conditions but for the fact that the entity’s securities have been suspended from trading on ASX for more than a total of 5 days	Not applicable

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	during the 12 months before the day on which the offer is made under the plan or, if the securities have been quoted on ASX for less than 12 months, during the period of quotation; ● the number of +securities to be issued under the SPP must not be greater than 30% of the number of fully paid +ordinary securities already on issue; and ●the issue price of the +securities must be at least 80% of the +volume weighted average market price for +securities in that +class, calculated over the last 5 days on which sales in the +securities were recorded, either before the day on which the issue was announced or before the day on which the issue was made. Please note that the offer of securities under the plan also will not meet the requirements of listing rule 10.12 exception 4, meaning that parties referred to in listing rule 10.11.1 to 10.11.5 will need to obtain security holder approval under listing rule 10.11 to participate in the offer.
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? Answer this question if the issuer is an ASX Listing and your response to Q4D.1 is “No”.	Not applicable
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? Answer this question if the issuer is an ASX Listing, your response to Q4D.1 is “No” and your response to Q4D.1a is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	Not applicable
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)? Answer this question if the issuer is an ASX Listing and your response to Q4D.1 is “No”.	Not applicable
4D.1b(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? Answer this question if the issuer is an ASX Listing, your response to Q4D.1 is “No” and your response to Q4D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity	Not applicable

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has the available capacity under listing rule 7.1A to issue that number of securities.

Part 4E – Proposed offer under +securities purchase plan – fees and expenses

Questio n No.	Question	Answer
4E.1	*Will there be a lead manager or broker to the proposed ofer?	Not applicable
4E.1a	*Who is the lead manager/broker? Answer this question if your response to Q4E.1 is “Yes”.	Not applicable
4E.1b	*What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q4E.1 is “Yes”.	Not applicable
4E.2	*Is the proposed ofer to be underwritten?	Not applicable
4E.2a	*Who are the underwriter(s)? Answer this question if your response to Q4E.2 is “Yes”. Note for issuers that are an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing): listing rule 7.2 exception 5 does not extend to an issue of securities to or at the direction of an underwriter of an SPP. The issue will require security holder approval under listing rule 7.1 if you do not have the available placement capacity under listing rules 7.1 and/or 7.1A to cover the issue. Likewise, listing rule 10.12 exception 4 does not extend to an issue of securities to or at the direction of an underwriter of an SPP. If a party referred to in listing rule 10.11 is underwriting the proposed offer, this will require security holder approval under listing rule 10.11.	Not applicable
4E.2b	*What is the extent of the underwriting (i.e. the amount or proportion of the ofer that is underwritten)? Answer this question if your response to Q4E.2 is “Yes”.	Not applicable
4E.2c	*What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q4E.2 is “Yes”. This information includes any applicable discount the underwriter receives to the issue price payable by participants in the issue.	Not applicable
4E.2d	*Provide a summary of the signifcant events that could lead to the underwriting being terminated Answer this question if your response to Q4E.2 is “Yes”. You may cross-refer to a disclosure document, PDS, information memorandum, investorpresentation or	Not applicable

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	other announcement with this information provided it has been released on the ASX Market Announcements Platform.
4E.2e	*Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed ofer? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q4E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11. Listing rule 10.12 exception 4 does not extend to an issue of securities to an underwriter or sub-underwriter of an SPP.	Not applicable
4E.2e(i )	*What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q4E.2e is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions.	Not applicable
4E.2e(ii )	*What is the extent of their underwriting or sub-underwriting (i.e. the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q4E.2e is “Yes”.	Not applicable
4E.2e(iii )	*What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q4E.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue.	Not applicable
4E.3	*Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?	Not applicable
4E.3a	*Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q4E.3 is “Yes”.	Not applicable
4E.3b	*Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q4E.3 is “Yes” and your response to Q4E.3a is “dollar based”.	Not applicable
4E.3c	*Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders	Not applicable

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	Answer this question if your response to Q4E.3 is “Yes” and your response to Q4E.3a is “percentage based”.
4E.3d	Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q4E.3 is “Yes”.	Not applicable
4E.4	Details of any other material fees or costs to be incurred by the entity in connection with the proposed ofer	Not applicable

Part 4F – Proposed offer under +securities purchase plan – further information

Questio n No.	Question	Answer
4F.1	*The purpose(s) for which the entity intends to use the cash raised by the proposed issue You may select one or more of the items in the list.	☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details:
4F.2	*Will the entity be changing its dividend/distribution policy if the proposed issue is successful?	Not applicable
4F.2a	*Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q4F.2 is “Yes”.	Not applicable
4F.3	Countries in which the entity has +security holders who will not be eligible to participate in the proposed ofer	Not applicable
4F.4	*URL on the entity's website where investors can download information about the proposed ofer	Not applicable
4F.5	Any other information the entity wishes to provide about the proposed ofer	Not applicable

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Appendix 3B

Part 5 – Details of proposed non-pro rata offer under a +disclosure document or +PDS

If your response to Q1.6 is “A non-pro rata offer of securities under a disclosure document or PDS”, please complete Parts 5A – 5F and the details of the securities proposed to be issued in Part 8.

Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS – conditions

	conditions	conditions	conditions
Questio n No.	Question			Answer
5A.1	*Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer of +securities under a +disclosure document or + PDS can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied.			Not applicable
5A.1a	Conditions Answer these questions if your response to 5A.1 is “Yes”.
*Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected.		*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval).	*Is the date estimated or actual?		**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval.	Comments
+Security holder approval
Court approval
Lodgement of court order with +ASIC
ACCC approval
FIRB approval
Other (please specify in comment section)

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Part 5B – Proposed non-pro rata offer under a +disclosure document or +PDS – offer details

		offer details
	Questio n No.	Question	Answer
	5B.1	*Class of +securities to be offered under the +disclosure document or +PDS (please enter both the ASX security code & description)	Not applicable
	5B.2	*The number of +securities to be offered under the +disclosure document or +PDS If the number of securities proposed to be issued is based on a formula linked to a variable (for example, VWAP or an exchange rate or interest rate), include the number of securities based on the variable as at the date the Appendix 3B is lodged with ASX and add a note in the “Any other information the entity wishes to provide about the proposed offer” field at the end of this form making it clear that this number is based on the variable as at the date of the Appendix 3B and that it may change.	Not applicable
	5B.3	*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)?	Not applicable
	5B.3a	*Describe the minimum subscription condition Answer this question if your response to Q5B.3 is “Yes”.	Not applicable
	5B.4	*Will the entity be entitled to accept over-subscriptions?	Not applicable
	5B.4a	*Provide details of the number or value of over-subscriptions that the entity may accept Answer this question if your response to Q5B.4 is “Yes”.	Not applicable
	5B.5	*Will individual investors be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)?	Not applicable
	5B.5a	*Describe the minimum acceptance condition Answer this question if your response to Q5B.5 is “Yes”.	Not applicable
	5B.6	*Will individual investors be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)?	Not applicable
	5B.6a	*Describe the maximum acceptance condition	Not applicable

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	Answer this question if your response to Q5B.6 is “Yes”.
5B.7	*Will a scale back be applied if the offer is over-subscribed?	Not applicable
5B.7a	*Describe the scale back arrangements Answer this question if your response to Q5B.7 is “Yes”.	Not applicable
5B.8	*In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD.	Not applicable
5B.9	*Has the offer price been determined?	Not applicable
5B.9a	*What is the offer price per +security? Answer this question if your response to Q5B.9 is “Yes” using the currency specified in your answer to Q5B.8.	Not applicable
5B.9b	*How and when will the offer price be determined? Answer this question if your response to Q5B.9 is “No”.	Not applicable
5B.9c	*Will the offer price be determined by way of a bookbuild? Answer this question if your response to Q5B.9 is “No”. If your response to this question is “Yes”, please note the information that ASX expects to be announced about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation.	Not applicable
5B.9d	*Provide details of the parameters that will apply to the bookbuild (e.g. the indicative price range for the bookbuild) Answer this question if your response to Q5B.9 is “No” and your response to Q5B.9c is “Yes”.	Not applicable

Part 5C – Proposed non-pro rata offer under a +disclosure document or +PDS – timetable

	timetable
Questio n No.	Question	Answer
5C.1	*Lodgement date of +disclosure document or +PDS with ASIC Note: If the securities are to be quoted on ASX, you must lodge an Appendix 2A Application for Quotation of Securities with ASX within 7 days of this date.	Not applicable
5C.2	*Date when +disclosure document or +PDS and acceptance forms will be made available to investors	Not applicable
5C.3	*Ofer open date	Not applicable
5C.4	*Closing date for receipt of acceptances	Not applicable

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5C.5	[deleted]
5C.6	*Proposed +issue date	Not applicable

Part 5D – Proposed non-pro rata offer under a +disclosure document or +PDS – listing rule requirements

	listing rule requirements
Questio n No.	Question	Answer
5D.1	*Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). If the issuer has obtained security holder approval for part of the issue only and is therefore relying on its placement capacity under listing rule 7.1 and/or listing rule 7.1A for the remainder of the issue, the response should be ‘no’.	Not applicable
5D.1a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the issuer is an ASX Listing and your response to Q5D.1 is “Yes”.	Not applicable
5D.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? Answer this question if the issuer is an ASX Listing and your response to Q5D.1 is “No”.	Not applicable
5D.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? Answer this question if the issuer is an ASX Listing, your response to Q5D.1 is “No” and your response to Q5D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	Not applicable
5D.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)? Answer this question if the issuer is an ASX Listing and your response to Q5D.1 is “No”.	Not applicable

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5D.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? Answer this question if the issuer is an ASX Listing, your response to Q5D.1 is “No” and your response to Q5D.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	Not applicable
5D.2	*Is a party referred to in listing rule 10.11 participating in the proposed issue?	Not applicable

Part 5E – Proposed non-pro rata offer under a disclosure document or PDS – fees and expenses

	and expenses
Questio n No.	Question	Answer
5E.1	*Will there be a lead manager or broker to the proposed ofer?	Not applicable
5E.1a	*Who is the lead manager/broker? Answer this question if your response to Q5E.1 is “Yes”.	Not applicable
5E.1b	*What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q5E.1 is “Yes”.	Not applicable
5E.2	*Is the proposed ofer to be underwritten?	Not applicable
5E.2a	*Who are the underwriter(s)? Answer this question if your response to Q5E.2 is “Yes”.	Not applicable
5E.2b	*What is the extent of the underwriting (i.e. the amount or proportion of the ofer that is underwritten)? Answer this question if your response to Q5E.2 is “Yes”.	Not applicable
5E.2c	*What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q5E.2 is “Yes”. Note: This includes any applicable discount the underwriter receives to the issue price payable by participants in the offer.	Not applicable

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5E.2d	*Provide a summary of the signifcant events that could lead to the underwriting being terminated Answer this question if your response to Q5E.2 is “Yes”. You may cross-refer to another document with this information provided it has been released on the ASX Market Announcements Platform.	Not applicable
5E.2e	*Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed ofer? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q5E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11.	Not applicable
5E.2e(i )	*What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q5E.2e is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions.	Not applicable
5E.2e(ii )	*What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q5E.2e is “Yes”.	Not applicable
5E.2e(iii )	*What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q5E.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue.	Not applicable
5E.3	*Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?	Not applicable
5E.3a	* Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q5E.3 is “Yes”.	Not applicable
5E.3b	*Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q5E.3 is “Yes” and your response to Q5E.3a is “dollar based”.	Not applicable

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5E.3c	*Percentage handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q5E.3 is “Yes” and your response to Q5E.3a is “percentage based”.	Not applicable
5E.3d	Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q5E.3 is “Yes”.	Not applicable
5E.4	Details of any other material fees or costs to be incurred by the entity in connection with the proposed ofer	Not applicable

Part 5F – Proposed non-pro rata offer under a +disclosure document or +PDS – further information

	further information
Questio n No.	Question	Answer
5F.1	*The purpose(s) for which the entity intends to use the cash raised by the proposed offer You may select one or more of the items in the list.	☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details:
5F.2	*Will the entity be changing its dividend/distribution policy if the proposed issue is successful?	Not applicable
5F.2a	*Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q5F.2 is “Yes”.	Not applicable
5F.3	*Please explain the entity’s allocation policy for the ofer, including whether or not acceptances from existing +security holders will be given priority	Not applicable
5F.4	*URL on the entity’s website where investors can download the +disclosure document or +PDS	Not applicable

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	This appendix is available as an online form Appendix 3B Proposed issue of +securities	This appendix is available as an online form Appendix 3B Proposed issue of +securities	This appendix is available as an online form Appendix 3B Proposed issue of +securities
	5F.5	Any other information the entity wishes to provide about the proposed ofer	Not applicable

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Appendix 3B

Part 6 – Details of proposed non-pro rata offer to wholesale investors under an +information memorandum

If your response to Q1.6 is “A non-+pro rata offer to wholesale investors under an information memorandum”, please complete Parts 6A – 6F and the details of the securities proposed to be issued in Part 8.

Part 6A – Proposed non-pro rata offer to wholesale investors under an +information memorandum – conditions

	memorandum – conditions	memorandum – conditions	memorandum – conditions
Questio n No.	Question			Answer
6A.1	*Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer to wholesale investors under an information memorandum can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied.			Not applicable
6A.1a	Conditions Answer these questions if your response to 6A.1 is “Yes”
*Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected.		*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval).	*Is the date estimated or actual?		**Approval received/ condition met? Please respond “Yes” or “No”. Only answer this question when you know the outcome of the approval.	Comments
+Security holder approval
Court approval
Lodgement of court order with +ASIC
ACCC approval
FIRB approval
Other (please specify in comment section)

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Appendix 3B

Part 6B – Proposed non-pro rata offer to wholesale investors under an +information memorandum – offer details

	memorandum – offer details
Questio n No.	Question	Answer
6B.1	*Class of +securities to be offered under the +information memorandum (please enter both the ASX security code & description)	Not applicable
6B.2	*The number of +securities to be offered under the +information memorandum If the number of securities proposed to be issued is based on a formula linked to a variable (for example, VWAP or an exchange rate or interest rate), include the number of securities based on the variable as at the date the Appendix 3B is lodged with ASX and add a note in the “Any other information the entity wishes to provide about the proposed offer” field at the end of this form making it clear that this number is based on the variable as at the date of the Appendix 3B and that it may change.	Not applicable
6B.3	*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)?	Not applicable
6B.3a	*Describe the minimum subscription condition Answer this question if your response to Q6B.3 is “Yes”.	Not applicable
6B.4	*Will the entity be entitled to accept over-subscriptions?	Not applicable
6B.4a	*Provide details of the number or value of over-subscriptions that the entity may accept Answer this question if your response to Q6B.4 is “Yes”.	Not applicable
6B.5	*Will individual investors be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)?	Not applicable
6B.5a	*Describe the minimum acceptance condition Answer this question if your response to Q6B.5 is “Yes”.	Not applicable
6B.6	*Will individual investors be limited to accepting the offer for a maximum number or value of +securities (i.e. a maximum acceptance condition)?	Not applicable

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Appendix 3B

This appendix is available as an online form Proposed issue of +securities

6B.6a	*Describe the maximum acceptance condition Answer this question if your response to Q6B.6 is “Yes”.	Not applicable
6B.7	*Will a scale back be applied if the offer is over-subscribed?	Not applicable
6B.7a	*Describe the scale back arrangements Answer this question if your response to Q6B.7 is “Yes”.	Not applicable
6B.8	*In what currency will the offer be made? For example, if the consideration for the issue is payable in Australian Dollars, state AUD.	Not applicable
6B.9	*Has the offer price been determined?	Not applicable
6B.9a	*What is the offer price per +security? Answer this question if your response to Q6B.9 is “Yes” using the currency specified in your answer to Q6B.8.	Not applicable
6B.9b	*How and when will the offer price be determined? Answer this question if your response to Q6B.9 is “No”.	Not applicable
6B.9c	*Will the offer price be determined by way of a bookbuild? Answer this question if your response to Q6B.9 is “No”. If your response to this question is “Yes”, please note the information that ASX expects to be announced about the results of the bookbuild set out in section 4.12 of Guidance Note 30 Notifying an Issue of Securities and Applying for their Quotation.	Not applicable
6B.9d	*Provide details of the parameters that will apply to the bookbuild (e.g. the indicative price range for the bookbuild) Answer this question if your response to Q6B.9 is “No” and your response to Q6B.9c is “Yes”.	Not applicable

Part 6C – Proposed non-pro rata offer to wholesale investors under an +information memorandum – timetable

	memorandum – timetable
Questio n No.	Question	Answer
6C.1	*Expected date of +information memorandum	Not applicable
6C.2	*Date when +information memorandum and acceptance forms will be made available to investors	Not applicable
6C.3	*Ofer open date	Not applicable
6C.4	*Closing date for receipt of acceptances	Not applicable

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Appendix 3B

6C.5	[deleted]
6C.6	*Proposed +Issue date	Not applicable

Part 6D – Proposed non-pro rata offer to wholesale investors under an +information memorandum – listing rule requirements

Questio n No.	Question	Answer
6D.1	*Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). If the issuer has obtained security holder approval for part of the issue only and is therefore relying on its placement capacity under listing rule 7.1 and/or listing rule 7.1A for the remainder of the issue, the response should be ‘no’.	Not applicable
6D.1a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the issuer is an ASX Listing and your response to Q6D.1 is “Yes”.	Not applicable
6D.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? Answer this question if the issuer is an ASX Listing and your response to Q6D.1 is “No”.	Not applicable
6D.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? Answer this question if the issuer is an ASX Listing, your response to Q6D.1 is “No” and your response to Q6D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	Not applicable
6D.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)? Answer this question if the issuer is an ASX Listing your response to Q6D.1 is “No”.	Not applicable

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Appendix 3B

6D.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? Answer this question if the issuer is an ASX Listing, your response to Q6D.1 is “No” and your response to Q6D.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	Not applicable
6D.2	*Is a party referred to in listing rule 10.11 participating in the proposed issue?	Not applicable

Part 6E – Proposed non-pro rata offer to wholesale investors under an +information memorandum – fees and expenses

	memorandum – fees and expenses
Questio n No.	Question	Answer
6E.1	*Will there be a lead manager or broker to the proposed ofer?	Not applicable
6E.1a	*Who is the lead manager/broker? Answer this question if your response to Q6E.1 is “Yes”.	Not applicable
6E.1b	*What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q6E.1 is “Yes”.	Not applicable
6E.2	*Is the proposed ofer to be underwritten?	Not applicable
6E.2a	*Who are the underwriter(s)? Answer this question if your response to Q6E.2 is “Yes”.	Not applicable
6E.2b	*What is the extent of the underwriting (i.e. the amount or proportion of the ofer that is underwritten)? Answer this question if your response to Q6E.2 is Yes	Not applicable
6E.2c	*What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q6E.2 is “Yes”. Note: This includes any applicable discount the underwriter receives to the issue price payable by participants in the issue.	Not applicable

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Appendix 3B

6E.2d	*Provide a summary of the signifcant events that could lead to the underwriting being terminated Answer this question if your response to Q6E.2 is "Yes”. You may cross-refer to another document with this information provided it has been released on the ASX Market Announcements Platform.	Not applicable
6E.2e	*Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed ofer? Answer this question if the issuer is an ASX Listing and your response to Q6E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11.	Not applicable
6E.2e(i )	*What is the name of that party? Answer this question if the issuer is ASX Listing and your response to Q6E.2e is “Yes”. Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions	Not applicable
6E.2e(ii )	*What is the extent of their underwriting or sub-underwriting (ie the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q6E.2e is “Yes”.	Not applicable
6E.2e(iii )	*What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is ASX Listing and your response to Q6E.2e is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue.	Not applicable
6E.3	*Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission?	Not applicable
6E.3a	* Will the handling fee or commission be dollar based or percentage based? Answer this question if your response to Q6E.3 is “Yes”.	Not applicable
6E.3b	*Amount of handling fee or commission payable to brokers who lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q6E.3 is “Yes” and your response to Q6E.3a is “dollar based”.	Not applicable
6E.3c	*Percentage handling fee or commission payable to brokers who	Not applicable

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Appendix 3B

	lodge acceptances or renunciations on behalf of eligible +security holders Answer this question if your response to Q6E.3 is “Yes” and your response to Q6E.3a is “percentage based”.
6E.3d	Please provide any other relevant information about the handling fee or commission method Answer this question if your response to Q6E.3 is “Yes”.	Not applicable
6E.4	Details of any other material fees or costs to be incurred by the entity in connection with the proposed ofer	Not applicable

Part 6F – Proposed non-pro rata offer to wholesale investors under an +information memorandum – further information

	memorandum – further information
Questio n No.	Question	Answer
6F.1	*The purpose(s) for which the entity intends to use the cash raised by the proposed offer You may select one or more of the items in the list.	☐For additional working capital ☐To fund the retirement of debt ☐To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other [provide details below] Additional details:
6F.2	*Will the entity be changing its dividend/distribution policy if the proposed issue is successful?	Not applicable
6F.2a	*Please explain how the entity will change its dividend/distribution policy if the proposed issue is successful Answer this question if your response to Q6F.2 is “Yes”.	Not applicable
6F.3	*Please explain the entity’s allocation policy for the ofer, including whether or not acceptances from existing +security holders will be given priority	Not applicable
6F.4	*URL on the entity’s website where wholesale investors can download the +information memorandum	Not applicable
6F.5	Any other information the entity wishes to provide about the proposed ofer	Not applicable

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Appendix 3B

Part 7 – Details of proposed placement or other issue

If your response to Q1.6 is “A placement or other type of issue”, please complete Parts 7A – 7F and the details of the securities proposed to be issued in Part 8.

Part 7A – Proposed placement or other issue – conditions

Questio n No.	Question	Question	Question	Answer	Answer	Answer
7A.1	*Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied.			Yes
7A.1a	Conditions Answer these questions if your response to 7A.1 is “Yes”.
*Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected.		*Date for determination The ‘date for determination’ is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval).	*Is the date estimated or actual?		**Approval received/ condition met? Please answer “Yes” or “No”. Only answer this question when you know the outcome of the approval.	Comments
+Security holder approval
Court approval
Lodgement of court order with +ASIC
ACCC approval
FIRB approval
Other (please specify in comment section)		Achievement of earnout milestones over the following periods: ● 24 months after closing; ● 36 months after closing; and ● for the 12 months to 30	Estimated		No	Issue of new shares to sellers of the acquired business in accordance with the share sale agreement as described in the ASX announcement on 25 August 2020, on achievement of specified product development and

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Appendix 3B

	September 2023.			revenue earnout milestones

Part 7B – Details of proposed placement or other issue - issue details

Questio n No.	Question	Answer
7B.1	*Class of +securities to be offered under the placement or other issue (please enter both the ASX security code & description)	XRO fully paid ordinary shares
7B.2	Number of +securities proposed to be issued If the number of securities proposed to be issued is based on a formula linked to a variable (for example, VWAP or an exchange rate or interest rate), include the number of securities based on the variable as at the date the Appendix 3B is lodged with ASX and add a note in the “Any other information the entity wishes to provide about the proposed offer” field at the end of this form making it clear that this number is based on the variable as at the date of the Appendix 3B and that it may change.	Up to approximately 310,583 fully paid ordinary shares on satisfaction of the remaining earnout milestones
7B.3	*Are the +securities proposed to be issued being issued for a cash consideration? If the securities are being issued for nil cash consideration, answer this question “No”.	No
7B.3a	*In what currency is the cash consideration being paid For example, if the consideration is being paid in Australian Dollars, state AUD. Answer this question if your response to Q7B.3 is “Yes”.	Not applicable
7B.3b	*What is the issue price per +security Answer this question if your response to Q7B.3 is “Yes” and by reference to the issue currency provided in your response to Q7B.3a. Note: you cannot enter a nil amount here. If the securities are being issued for nil cash consideration, answer Q7B.3 as “No” and complete Q7B.3d.	Not applicable
7B.3c	AUD equivalent to issue price amount per +security Answer this question if the currency is non-AUD	Not applicable
7B.3d	Please describe the consideration being provided for the +securities Answer this question if your response to Q7B.3 is “No”.	Pursuant to the announcement lodged with ASX on 25 August 2020, new fully paid ordinary shares will be issued as part of the total consideration for the acquisition of shares in Waddle Holdings Pty Ltd.
7B.3e	Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities Answer this question if your response to Q7B.1 is “No”.	Not applicable

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Appendix 3B

Part 7C – Proposed placement or other issue – timetable

Questio n No.	Question	Answer
7C.1	*Proposed +issue date	Any date up to12 April 2024

Part 7D – Proposed placement or other issue – listing rule requirements

Questio n No.	Question	Answer
7D.1	*Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing). If the issuer has obtained security holder approval for part of the issue only and is therefore relying on its placement capacity under listing rule 7.1 and/or listing rule 7.1A for the remainder of the issue, the response should be ‘no’.	No
7D.1a	*Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Answer this question if the issuer is an ASX Listing and your response to Q7D.1 is “Yes”.	Not applicable
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? Answer this question if the issuer is an ASX Listing and your response to Q7D.1 is “No”.	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? Answer this question the issuer is an ASX Listing, your response to Q7D.1 is “No” and if your response to Q7D.1b is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure B to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1 to issue that number of securities.	Up to approximately310,583 shares on satisfaction of the earnout milestones
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)? Answer this question if the issuer is an ASX Listing and your response to Q7D.1 is “No”.	No

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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? Answer this question if the issuer is an ASX Listing, your response to Q7D.1 is “No” and your response to Q7D.1c is “Yes”. Please complete and separately send by email to your ASX listings adviser a work sheet in the form of Annexure C to Guidance Note 21 confirming the entity has the available capacity under listing rule 7.1A to issue that number of securities.	Nil
7D.1c(ii )	*Please explain why the entity has chosen to do a placement or other issue rather than a +pro rata issue or an offer under a +security purchase plan in which existing ordinary +security holders would have been eligible to participate Answer this question if the issuer is an ASX Listing, your response to Q7D.1 is “No” and your response to Q7D.1c is “Yes”.	Securities to be issued in connection with earnout payments under share purchase agreement of Waddle Holdings Pty Ltd.
7D.2	*Is a party referred to in listing rule 10.11 participating in the proposed issue? Answer this question if the issuer is an ASX Listing. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11.	No
7D.3	*Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? Note: the entity should not apply for quotation of restricted securities	No
7D.3a	*Please enter, the number and +class of the +restricted securities and the date from which they will cease to be +restricted securities Answer this question if your response to Q7D.3 is “Yes”.	Not applicable
7D.4	*Will any of the +securities to be issued be subject to +voluntary escrow?	No
7D.4a	*Please enter the number and +class of the +securities subject to +voluntary escrow and the date from which they will cease to be subject to +voluntary escrow Answer this question if your response to Q7D.4 is “Yes”.	Not applicable

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Part 7E – Proposed placement or other issue – fees and expenses

Questio n No.	Question	Answer
7E.1	*Will there be a lead manager or broker to the proposed issue?	No
7E.1a	*Who is the lead manager/broker? Answer this question if your response to Q7E.1 is “Yes”.	Not applicable
7E.1b	*What fee, commission or other consideration is payable to them for acting as lead manager/broker? Answer this question if your response to Q7E.1 is “Yes”.	Not applicable
7E.2	*Is the proposed issue to be underwritten?	No
7E.2a	*Who are the underwriter(s)? Answer this question if your response to Q7E.2 is “Yes”.	Not applicable
7E.2b	*What is the extent of the underwriting (i.e. the amount or proportion of the issue that is underwritten)? Answer this question if your response to Q7E.2 is “Yes”.	Not applicable
7E.2c	*What fees, commissions or other consideration are payable to them for acting as underwriter(s)? Answer this question if your response to Q7E.2 is “Yes”. Note: This includes any applicable discount the underwriter receives to the issue price payable by participants in the issue.	Not applicable
7E.2d	*Provide a summary of the signifcant events that could lead to the underwriting being terminated Answer this question if your response to Q7E.2 is “Yes”. Note: You may cross-refer to a covering announcement or to a separate annexure with this information.	Not applicable
7E.3	*Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed issue? Answer this question if the issuer is an ASX Listing (i.e. not an ASX Debt Listing or ASX Foreign Exempt Listing) and your response to Q7E.2 is “Yes”. Note: If your response is “Yes”, this will require security holder approval under listing rule 10.11.	No
7E.3a	*What is the name of that party? Answer this question if the issuer is an ASX Listing and your response to Q7E.3 is “Yes”.	Not applicable

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	Note: If there is more than one such party acting as underwriter or sub-underwriter include all of their details in this and the next 2 questions.
7E.3b	*What is the extent of their underwriting or sub-underwriting (i.e. the amount or proportion of the issue they have underwritten or sub-underwritten)? Answer this question if the issuer is an ASX Listing and your response to Q7E.3 is “Yes”.	Not applicable
7E.3c	*What fee, commission or other consideration is payable to them for acting as underwriter or sub-underwriter? Answer this question if the issuer is an ASX Listing and your response to Q7E.3 is “Yes”. Note: This includes any applicable discount the underwriter or sub-underwriter receives to the issue price payable by participants in the issue.	Not applicable
7E.4	Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue	Fees and costs incurred by Xero in connection with the proposed issue include share registry fees, settlement fees and legal and other external adviser fees.

Part 7F – Proposed placement or other issue – further information

Questio n No.	Question	Answer
7F.1	*The purpose(s) for which the entity is issuing the securities You may select one or more of the items in the list.	☐To raise additional working capital ☐To fund the retirement of debt ☒To pay for the acquisition of an asset [provide details below] ☐To pay for services rendered [provide details below] ☐Other:
7F.2	*Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?	No
7F.2a	*Please explain how the entity will change its dividend/distribution policy if the proposed issue proceeds Answer this question if your response to Q7F.2 is “Yes”.	Not applicable
7F.3	Any other information the entity wishes to provide about the proposed issue	Xero announced on 25 August 2020 the acquisition of Waddle Holdings Pty Ltd. In addition to the upfront cash payment, the announcement confirmed that there may be subsequent earnout payments

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based on product development and revenue milestones and that these payments were expected to be settled 50% in ordinary shares in Xero and 50% in cash. The new fully paid ordinary shares in Xero Limited will be issued based on satisfaction of the earnout milestones and subject to calculation of Xero Limited’s VWAP at the relevant earnout milestone date. The first earn out milestone was achieved and 18,438 fully paid ordinary shares were issued.

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Part 8 – details of +securities proposed to be issued

Answer the relevant questions in this part for the type of +securities the entity proposes to issue. If the entity is proposing to issue more than one class of security, including free attaching securities, please complete a separate version of Part 8 for each class of security proposed to be issued.

Part 8A – type of +securities proposed to be issued

Questio n No.	Question	Answer
8A.1	*The +securities proposed to be issued are: Tick whichever is applicable Note: SPP offers must select “existing quoted class”	☒Additional +securities in a class that is already quoted on ASX ("existing quoted class") ☐Additional +securities in a class that is not currently quoted, and not intended to be quoted, on ASX ("existing unquoted class") ☐New +securities in a class that is not yet quoted, but is intended to be quoted, on ASX ("new quoted class") ☐New +securities in a class that is not quoted, and not intended to be quoted, on ASX ("new unquoted class")
8A.2	*Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: Answer this question if your response to Q1.6 is “A standard pro rata issue (non-renounceable or renounceable)”, “An accelerated offer”, “A non-pro rata offer to wholesale investors under an information memorandum” or “A placement or other type of issue” and your response to Q8A.1 is “existing quoted class” or “new quoted class”. Note: Under Appendix 2A of the Listing Rules, when the entity applies for quotation of the securities proposed to be issued, it gives a warranty that an offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If you are in any doubt as to the application of, or the entity’s capacity to give, this warranty, please see ASIC Regulatory Guide 173 Disclosure for on-sale of securities and other financial products and consult your legal adviser.	☐The publication of a +disclosure document or +PDS for the +securities proposed to be issued ☒The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) ☐The publication of a +disclosure document or +PDS involving the same class of securities as the +securities proposed to be issued that meets the requirements of section 708A(11) or 1012DA(11) ☐An applicable ASIC instrument or class order ☐Not applicable – the entity has arrangements in place with the holder that ensure the securities cannot be on-sold within 12 months in a manner that would breach section 707(3) or 1012C(6) Note: Absent relief from ASIC, a listed entity can only issue a cleansing notice where trading in the relevant securities has not been suspended for more than 5 days during the shorter of: (a) the period during which the class of securities are quoted; and (b) the period of 12 months before the date on which the relevant securities were issued.

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Note: If the +securities referred to in this form are being offered under a +disclosure document or +PDS and the entity selects the first or third option in its response to question 8A.1 above (existing quoted class or new quoted class), then by lodging this form with ASX, the entity is taken to have applied for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, the entity will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

Part 8B – details of +securities proposed to be issued (existing quoted class or existing unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “existing quoted class” or “existing unquoted class”.

Questio n No.	Question	Answer
8B.1	*ASX security code & description	XRO fully paid ordinary shares
8B.1a	ISIN Code for the entitlement or right to participate in a non-renounceable issue; or for the tradeable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs)	Not applicable
8B.2a	*Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class?	Yes
8B.2b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q8B.2a is “No”.	Not applicable
8B.2c	*Provide the actual non-ranking end date Answer this question if your response to Q8B.2a is “No” and your response to Q8B.2b is “Yes”.	Not applicable
8B.2d	*Provide the estimated non-ranking end period Answer this question if your response to Q8B.2a is “No” and your response to Q8B.2b is “No”.	Not applicable
8B.2e	*Please state the extent to which the +securities do not rank equally: ●in relation to the next dividend, distribution or interest payment; or ●for any other reason Answer this question if your response to Q8B.2a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment or they may not be entitled to participate in some other event, such as an entitlement issue.	Not applicable

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Part 8C – details of +securities proposed to be issued (new quoted class or new unquoted class)

Answer the questions in this Part if your response to Q8A.1 is “new quoted class” or “new unquoted class”.

Questio n No.	Question	Answer
8C.1	*+Security description The ASX security code for this security will be confirmed by ASX in due course.	Not applicable
8C.2	*Security type Select one item from the list. Please select the most appropriate security type from the list. This will determine more detailed questions to be asked about the security later in this section. Select “ordinary fully or partly paid shares/units” for stapled securities or CDIs. For interest rate securities, please select the appropriate choice from either “Convertible debt securities” or “Non-convertible debt securities” (tradeable securities); or “Wholesale debt securities” (non-tradeable). Select “Other” for performance shares/units and performance options/rights or if the selections available in the list do not appropriately describe the security being issued.	☐Ordinary fully or partly paid shares/units ☐Options ☐+Convertible debt securities ☐Non-convertible +debt securities ☐Redeemable preference shares/units ☐Wholesale debt securities ☐Other
8C.3	ISIN code Answer this question if you are an entity incorporated outside Australia and you are proposing to issue a new class of securities other than CDIs. See also the note at the top of this form.	Not applicable
8C.3a	ISIN Code for the entitlement or right to participate in a non-renounceable issue; or for the tradeable rights created under a renounceable right issue (if Issuer is foreign company and +securities are non CDIs)	Not applicable
8C.4a	*Will all the +securities proposed to be issued in this class rank equally in all respects from the issue date?	Not applicable
8C.4b	*Is the actual date from which the +securities will rank equally (non-ranking end date) known? Answer this question if your response to Q8C.4a is “No”.	Not applicable
8C.4c	*Provide the actual non-ranking end date Answer this question if your response to Q8C.5a is “No” and your response to Q8C.4b is “Yes”.	Not applicable
8C.4d	*Provide the estimated non-ranking end period Answer this question if your response to Q8C.4a is “No” and your response to Q8C.4b is “No”.	Not applicable
8C.4e	*Please state the extent to which the +securities do not rank equally:	Not applicable

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	●in relation to the next dividend, distribution or interest payment; or ●for any other reason Answer this question if your response to Q8C.4a is “No”. For example, the securities may not rank at all, or may rank proportionately based on the percentage of the period in question they have been on issue, for the next dividend, distribution or interest payment; or they may not be entitled to participate in some other event, such as an entitlement issue.
8C.5	Please attach a document or provide a URL link for a document lodged with ASX setting out the material terms of the +securities proposed to be issued or provide the information by separate announcement. You may cross-reference a disclosure document, PDS, information memorandum, investor presentation or other announcement with this information provided it has been released to the ASX Market Announcements Platform.	Not applicable
8C.6	*Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1? Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question). If your response is “No” and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.	Not applicable
8C.7a	Ordinary fully or partly paid shares/units details Answer the questions in this section if you selected this security type in your response to Question 8C.2.
	*+Security currency This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared.	Not applicable
	*Will there be CDIs issued over the +securities?	Not applicable
	*CDI ratio Answer this question if you answered “Yes” to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).	Not applicable
	*Is it a partly paid class of +security?	Not applicable
	*Paid up amount: unpaid amount Answer this question if answered “Yes” to the previous question. The paid up amount represents the amount of application money and/or calls which have been paid on any security considered ‘partly paid’ The unpaid amount represents the unpaid or yet to be called amount on any security considered ‘partly paid’.	Not applicable

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	The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).
	*Is it a stapled +security? This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.	Not applicable
8C.7b	Option details Answer the questions in this section if you selected this security type in your response to Question Q8C.2.
	*+Security currency This is the currency in which the exercise price is payable.	Not applicable
	*Exercise price The price at which each option can be exercised and convert into the underlying security. The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).	Not applicable
	*Expiry date The date on which the options expire or terminate.	Not applicable
	*Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if an option is exercised For example, if the option can be exercised to receive one fully paid ordinary share with ASX security code ABC, please insert “One fully paid ordinary share (ASX:ABC)”.	Not applicable
8C.7c	Details of non-convertible +debt securities, +convertible debt securities, or redeemable preference shares/units Answer the questions in this section if you selected one of these security types in your response to Question Q8C.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section
	*Type of +security Select one item from the list	☐Simple corporate bond ☐Non-convertible note or bond ☐Convertible note or bond ☐Preference share/unit ☐Capital note ☐Hybrid security ☐Other
	*+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid.	Not applicable
	*Face value This is the principal amount of each security. The face value should be provided per the security currency (i.e. if security currency is AUD, then the face value per security in AUD).	Not applicable

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	*Interest or dividend rate type Select one item from the list Select the appropriate interest rate type per the terms of the security. Definitions for each type are provided in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities Note, this and the following questions also refer to dividend rates and payments, as would be relevant to preference securities.	☐Fixed rate ☐Floating rate ☐Indexed rate ☐Variable rate ☐Zero coupon/no interest ☐Other
	*Frequency of coupon/interest/dividend payments per year Select one item from the list.	☐Monthly ☐Quarterly ☐Semi-annual ☐Annual ☐No coupon/interest payments ☐Other
	*First interest/dividend payment date A response is not required if you have selected “No coupon/interest payments” in response to the question above on the frequency of coupon/interest payments	Not applicable
	*Interest/dividend rate per annum Answer this question if the interest rate type is fixed.	Not applicable
	*Is the interest/dividend rate per annum estimated at this time? Answer this question if the interest rate type is fixed.	Not applicable
	*If the interest/dividend rate per annum is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is fixed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time.	Not applicable
	*Does the interest/dividend rate include a reference rate, base rate or market rate (e.g. BBSW or CPI)? Answer this question if the interest rate type is floating or indexed.	Not applicable
	*What is the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.	Not applicable
	*Does the interest/dividend rate include a margin above the reference rate, base rate or market rate? Answer this question if the interest rate type is floating or indexed.	Not applicable
	*What is the margin above the reference rate, base rate or market rate (expressed as a percent per annum)	Not applicable

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	Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”.
	*Is the margin estimated at this time? Answer this question if the interest rate type is floating or indexed.	Not applicable
	*If the margin is estimated, then what is the date for this information to be announced to the market (if known) Answer this question if the interest rate type is floating or indexed and your response to the previous question is “Yes”. Answer “Unknown” if the date is not known at this time.	Not applicable
	*S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: ● “s128F exempt” means interest payments are not taxable to non-residents; ● “Not s128F exempt” means interest payments are taxable to non-residents; ● “s128F exemption status unknown” means the issuer is unable to advise the status; “Not applicable” means s128F is not applicable to this security	☐s128F exempt ☐Not s128F exempt ☐s128F exemption status unknown ☐Not applicable
	*Is the +security perpetual (i.e. no maturity date)?	Not applicable
	*Maturity date Answer this question if the security is not perpetual	Not applicable
	*Select other features applicable to the +security Up to 4 features can be selected. Further information is available in the Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities.	☐Simple ☐Subordinated ☐Secured ☐Converting ☐Convertible ☐Transformable ☐Exchangeable ☐Cumulative ☐Non-Cumulative ☐Redeemable ☐Extendable ☐Reset ☐Step-Down ☐Step-Up ☐Stapled ☐None of the above
	*Is there a first trigger date on which a right of conversion, redemption, call or	Not applicable

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	put can be exercised (whichever is first)?
	*If yes, what is the first trigger date Answer this question if your response to the previous question is “Yes”.	Not applicable
	*Details of the number and type of +security (including its ASX security code if the +security is quoted on ASX) that will be issued if the +securities are converted, transformed or exchanged (including, if applicable, any interest) Answer this question if the security features include “converting”, “convertible”, “transformable” or “exchangeable”. For example, if the security can be converted into 1,000 fully paid ordinary shares with ASX security code ABC, please insert “1,000 fully paid ordinary shares (ASX:ABC)”.	Not applicable
8C.7d	Details of wholesale debt securities Answer the questions in this section if you selected this security type in your response to Question Q8C.2. Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted Debt and Hybrid Securities” for further information on certain terms used in this section
	CFI	Not applicable
	FISN	Not applicable
	*+Security currency This is the currency in which the face value of the security is denominated. It will also typically be the currency in which interest or distributions are paid.	Not applicable
	Total principal amount of class	Not applicable
	Face value This is the offer / issue price or value at which the security was offered on issue.	Not applicable
	Number of +securities This should be the total principal amount of class divided by the face value	Not applicable
	*Interest rate type Select the appropriate interest rate type per the terms of the security.	☐Fixed rate ☐Floating rate ☐Fixed to floating ☐Floating to fixed
	*Frequency of coupon/interest payments per year Select one item from the list. The number of interest payments to be made per year for a wholesale debt security.	☐Monthly ☐Quarterly ☐Semi-annual ☐Annual ☐No payments
	*First interest payment date A response is not required if you have selected “No payments” in response to the question above on the frequency of coupon/interest payments.	Not applicable
	*Interest rate per annum	Not applicable

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	A response is not required if you have selected “No payments” in response to the question above on the frequency of coupon/interest payments. The rate represents the total rate for the first payment period which may include a reference or base rate plus a margin rate and other adjustment factors where applicable, stated on a per annum basis. If the rate is only an estimate at this time please enter an indicative rate and provide the actual rate once it has become available.
	*Maturity date The date on which the security matures.	Not applicable
	Class type description	Not applicable
	*S128F of the Income Tax Assessment Act status applicable to the +security Select one item from the list For financial products which are likely to give rise to a payment to which s128F of the Income Tax Assessment Act applies, ASX requests issuers to confirm the s128F status of the security: ● “s128F exempt” means interest payments are not taxable to non-residents; ● “Not s128F exempt” means interest payments are taxable to non-residents; ● “s128F exemption status unknown” means the issuer is unable to advise the status; “Not applicable” means s128F is not applicable to this security	☐s128F exempt ☐Not s128F exempt ☐s128F exemption status unknown ☒Not applicable

Introduced 01/12/19; amended 31/01/20; 18/07/20; 05/06/21

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