ZOONO GROUP LIMITED — Capital/Financing Update 2017

Jun 8, 2017

Zoono Group Limited

ABN: 73 006 645 754 Level 12 225 George Street Sydney NSW 2000 T: +61 (2) 8042 8481 www.zoono.com

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ASX RELEASE

9 June 2017

UNMARKETABLE PARCEL SALE FACILITY

Zoono Group Limited (ASX:ZNO) is pleased to announce an unmarketable parcel sale facility for holders of unmarketable parcels of the Company’s shares.

The ASX Listing Rules define an unmarketable parcel to include a parcel of shares with a market value of less than A$500. As at 7:00 pm (EST) on 7 June 2017 ( Record Date ), an unmarketable parcel of shares is any shareholding of 3,124 ordinary shares or less, based on the closing price of $0.16 on the Record Date ( Closing Price ). This represents 431,298 ordinary shares, held by 2,316 shareholders ( Minority Members ).

The Company is offering this sale facility to assist holders of unmarketable parcels to sell shares without having to engage a broker or pay brokerage. The Company will pay for all the costs of the sale for shareholders who use this facility, excluding tax consequences from the sale which remains the shareholder’s responsibility.

The Company values all of its shareholders, however, it incurs significant administrative costs maintaining such a large number of unmarketable parcels. By facilitating this sale, the Company expects to reduce the administrative costs associated with maintaining a large number of very small holdings. Shareholders who own 3,125 shares or more will not be eligible to participate.

If Minority Members wish to sell shares through this facility, they do not need to take any action. If Minority Members do not wish to sell shares through this facility, they must complete and return the Notice of Retention Form to the Company’s share registry, Boardroom Pty Limited, by 5.00pm (EST) on 21 July 2017 ( Retention Date ).

Upon the sale of the unmarketable parcel shares by the appointed broker, proceeds shall be forwarded to eligible shareholders as soon as practicable.

Attached is a copy of the letter and the Notice of Retention Form that is being mailed to shareholders that are holding an unmarketable parcel of shares on the Record Date.

For further information please contact:

Elissa Hansen Company Secretary 0411 764 556 elissa.hansen@zoono.com

About Zoono:

Zoono specialises in the development, manufacture and global distribution of a suite of proven, long lasting and environmentally friendly antimicrobial solutions. It has developed products, including aerosol-based sprays, suited for skin care, surface sanitisers, treatment of acne and mould remediation. The products are based around

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the “Zoono Molecule”; a unique, antimicrobial molecule that bonds to any surface and kills pathogens including bacteria, viruses, algae, fungi and mould. It has proven efficacy, longevity and, importantly, it does not leach. Zoono products are currently sold in many countries.

Zoono Group Limited

ABN: 73 006 645 754 Level 12 225 George Street Sydney NSW 2000 T: +61 (2) 8042 8481 www.zoono.com

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9 June 2017

Dear Shareholder

IMPORTANT NOTICE - Sale of your Unmarketable Parcel of Zoono Group Limited Shares

We are writing to advise you that Zoono Group Limited ( Zoono or the Company ) has established a share sale facility ( Facility ) for holders of parcels of Zoono shares with a market value of less than A$500 as at close of trade on 7 June 2017 ( Unmarketable Parcels ). The Facility is being established in accordance with the ASX Listing Rules and the Company’s Constitution.

The Company is offering the Facility to assist holders of Unmarketable Parcels to sell their shares. Holders of Unmarketable Parcels who take advantage of the Facility will have their shares sold without having to engage a broker or pay any brokerage fees. The Company will also organise payment of any other costs associated with the sale and transfer (although any tax consequences from the sale of your shares will be your responsibility).

By facilitating the sale of unmarketable parcels the Company expects to reduce the administrative costs associated with maintaining a large number of small shareholdings.

Our records show that you held an Unmarketable Parcel as at close of trade on 7 June 2017 ( Record Date ). Unless you advise the Company that you do NOT wish to sell your shares through the Facility within six (6) weeks from the date of this letter, Zoono intends to sell your shares through the Facility. Payment will be sent to you following settlement of the sale or otherwise as soon as is practicable.

Please also note that the Company will not sell your shares in the event that a third party announces a takeover offer for the Company. Consistent with its continuous disclosure obligations, the Company may release to the ASX information that may be material to a shareholder’s decision as to whether they wish to retain their shares. This information will, if released, be available on the ASX website www.asx.com.au (ASX code “ZNO”) and on the Company’s website www.zoono.com.

What should you do?

If you do NOT wish to sell your shares through the Facility, you must complete and return the attached form to the address on the form so that it is received by 5:00pm (EST) on 21 July 2017. Please read the instructions on your personalised Share Retention Form carefully before completing it.

If you want to sell your shares through the Facility, you do not need to take any action. By refraining from taking any action, after the expiration of the time prescribed in the ASX Listing Rules, you will be deemed to have irrevocably appointed the Company as your agent:

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• a) to sell all of your shares at a price to be determined by when and how the shares are sold and without any cost being incurred by you; and

• b) to deal with the proceeds of the sale as set out in the attached information sheet.

If you need help deciding what to do, or if you require information regarding the financial, legal or tax consequences of participating in the Facility you should consult your legal, financial or taxation adviser.

The attached information sheet sets out further details of the Facility, which you should read before making any decision.

If you have any queries about lodging your form or the practical operation of the Facility please contact the Company Secretary on telephone: 0411 764 556, by or by email to elissa.hansen@zoono.com.

Yours sincerely

Elissa Hansen Company Secretary

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1. WHAT IS AN UNMARKETABLE PARCEL OF SHARES?

An unmarketable parcel of shares is a holding of Zoono shares valued at less than A$500 as at close of trade on the Record Date. Based on the price of Zoono shares at the Record Date, this is a holding of 3,124 shares or less.

2. WHAT PRICE WILL I RECEIVE FOR SHARES SOLD THROUGH THE FACILITY?

The price that you receive for your shares under the Facility will be determined by when and how the shares are sold. The Company may sell your shares on market or in any other way they consider fair and reasonable in the circumstances. If the shares are sold on market the price will depend on a number of factors, including market conditions at the time of sale. You will not have control over the time at which your shares are sold, the price you receive may be different from the price appearing in the newspaper or quoted by ASX on any day, may not be the best price on the day that your shares are sold and may be an average price per share based on the price obtained for all the shares sold under the Facility. If the Company sells your shares other than on market, the price will be the price that the Company has been able to negotiate with the acquirer or acquirers. In any event, the sale price will not be less than that price equal to the simple average of the last sale prices of the shares quoted on ASX for each of the ten trading days immediately preceding the date of any offer received by the Company.

3. WHAT IS THE PRICE OF ZOONO GROUP LIMITED SHARES?

The last sale price of Zoono shares on 8 June 2017 was A$0.16. The share price can change frequently and more recent prices are available from the ASX website (www.asx.com.au) under the ASX code “ZNO”.

4. WHEN WILL THE PROCEEDS FROM THE SALE OF SHARES BE SENT TO ME?

Payment will be sent to you following settlement of the sale or otherwise as soon as is practicable. Payment will be made in Australian dollars by cheque. You will be notified by way of a transaction confirmation statement of the number of your shares sold, and the price and total sale proceeds. The cheque will be sent by post to your address as shown in the share register at the time the share sale payment is run.

5. IF I BUY MORE SHARES, WILL I RETAIN MY HOLDING?

Yes, the Company will treat any purchase of additional shares that increases the value of a Zoono shareholding to more than A$500 as an indication that you do not want your shares to be sold through the Facility. For a purchase to be an effective notification that you wish to retain your shares, any additional shares purchased must be registered by 5:00pm (EST) on 21 July 2017 under the same name and address and with the same holder number (SRN or HIN) as set out in this letter.

6. WHAT IF MY SHARES ARE HELD IN A CHESS HOLDING?

If your Shares remain in a CHESS holding at 5:00pm (WST) on 21 July 2017, the Company may move those Shares to an issuer sponsored holding and the Shares will be sold through the Facility.

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7. WHERE CAN I GET FURTHER INFORMATION?

If you have any questions concerning your shareholding or how the Facility will be administered, please contact the Company Secretary on telephone 0411 764 556 or by email to elissa.hansen@zoono.com.

8. IMPORTANT NOTES

The Company reserves the right to change any of the dates referred to in this letter by notice to the ASX.

The letter does not constitute advice nor a recommendation to buy, sell or hold shares, nor that the Facility is the best way to sell your Zoono shares.

If you are in any doubt about what to do, you should consult your legal, financial or taxation adviser.

NOTE:

If you currently have more than one holding on the Zoono share register, you may wish to consider amalgamating them. This may result in your amalgamated holding no longer being an Unmarketable Parcel. Under these circumstances your shares will not be sold as part of this Facility.

Zoono Group Limited ABN 73 006 645 754

All correspondence to Boardroom Pty Limited GPO Box 3993 Sydney NSW 2001 Tel: 1300 737 760 (within Aust) Tel: + 61 2 9290 9600 (outside Aust) Fax: + 61 2 9279 0664

www.boardroomlimited.com.au enquires@boardroomlimited.com.au

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Subregister

SRN/HIN.

Share Retention Form

IMPORTANT : This is an important document and requires your immediate attention. Zoono Group Limited ( Company ) is implementing a sale facility for holders of parcels of the Company’s shares valued at less than $500 ( Sale Facility ). Further details regarding the Sale Facility are set out in the letter to you from the Company dated 9 June 2017, which accompanies this form. If you do not want the parcel of shares in the Company referred to below sold under the Sale Facility, you must complete this form and return it so that it is received by the Company’s share registry no later than 5.00pm on 21 July 2017. If you are in any doubt as to how to deal with this form, you should consult your professional adviser.

If your holding of the Company’s shares increases to more than $500 by on market purchases or otherwise, then your holding will not be sold under the Sale Facility.

A Number of shares held as at Record Date

The number of shares that you held at 7pm on 7 June 2017.

B Retention of shares

I/We refer to the letter from the company dated 9 June 2017 and hereby give notice that we would like to retain my/our shares.

C Contact details (Enter your contact details below)

CONTACT NAME	TELEPHONE WORK	TELEPHONE HOME	EMAIL ADDRESS
	( )	( )

D Shareholder Signature

By signing and returning this form, I/we confirm that I/we understand that my/our shares will NOT BE SOLD under the Sale Facility.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Day Month Year
\ \ 20__
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This form must be received by no later than 5.00pm on 21 July 2017 LODGEMENT INSTRUCTIONS ARE ON THE REVERSE OF THIS FORM

Additional information

How to complete this form

• A. This is the number of shares that you held at 7pm on 9 June 2017.

• B. If you would like to retain your shares, please mark the box on the front of this form and return it to the Company’s share registry in accordance with the lodgement instructions below. If this form is not received by 5.00pm on 21 July 2017, and you have not otherwise validly notified the Company that you wish to retain your shares, the Company will be entitled to sell your shares on your behalf. IF YOU WOULD LIKE THE COMPANY TO SELL YOUR SHARES, YOU SHOULD NOT COMPLETE THIS FORM.

• C. Enter your contact details so we may contact you regarding your form.

• D. The form must be signed. In the spaces provided you must sign this form as follows:

• Individual: Where the holding is in only one name, this form is to be signed by the securityholder.

• Joint Holding : Where the holding is in more than one name, all the securityholders must sign.

Power of Attorney: To sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

Lodgement of this Form

If you wish to retain your shares, this form must be completed and returned to the share registry by no later than 5.00pm on 21 July 2017. If you are returning your form by post, please allow sufficient time for collection and delivery by postal services. The postal rule does not apply, which means that to be valid your completed form must be received by no later than 5.00pm on 21 July 2017.

Mailing address:

Delivery address:

Zoono Group Limited Zoono Group Limited C/- Boardroom Pty Limited C/- Boardroom Pty Limited GPO Box 3993 Level 12 SYDNEY NSW 2001 225 George Street SYDNEY NSW 2000

Consolidation of shareholdings

If you have more than one holding on the Zoono Group Limited register, you should consider consolidating them. For further information regarding this, please contact Boardroom Pty Limited on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia).

Changes of Address Supported by your Signature(s)

If your address is not exactly as shown, please provide details below. This is only relevant for Issuer Sponsored registered holdings. CHESS holders must notify your sponsoring broker for amendments to holdings on the CHESS Subregister.

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CHANGE OF ADDRESS DETAILS – ISSUER SPONSORED ONLY
SIGN HERE FOR ADDRESS AMENDMENTS:
Shareholder 1 (Individual) / Joint Shareholder 2 (Individual) / Joint Shareholder 3 (Individual) /
Sole Director & Sole Company Director Director/Company Secretary
Secretary (Delete one)
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Privacy Statement

Boardroom Pty Limited advises that Chapter 2C of the Corporations Act 2001 (Cth) requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your share holding and if some or all of the information is not collected then it might not be possible to administer your share holding. Your personal information may be disclosed to the entity in which you hold shares. You can obtain access to your personal information by contacting us at the address or telephone number shown on the Application Form. Our privacy policy is available on our website (http://www.boardroomlimited.com.au/Privacy.html).