Investor Presentaiton
Foreign Selling Restrictions
This document does not constitute an offer of new ordinary shares (New Shares) of the Company in any jurisdiction in which it would be unlawful. In particular, this document may not be distributed to any person, and
the New Shares may not be offered or sold, in any country outside Australia except to the extent permitted below.
Member States of the European Economic Area and the United Kingdom
In relation to each Member State of the European Economic Area and the United Kingdom (each a "Relevant State"), no New Shares have been offered or will be offered to the public in that Relevant State prior to the
publication of a prospectus in relation to the New Shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the
competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that an offer of New Shares to the public may be made in that Relevant State of any New Shares at any time under the
following exemptions under the Prospectus Regulation:
a)
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the lead manager for any such offer; or
c)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of the New Shares shall require the Company to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression an "offer to the public" in relation to the New Shares in any Relevant State means the communication in any form and by any means of sufficient information on the terms
of the offer and any New Shares to be offered so as to enable an investor to decide to purchase or subscribe for any New Shares, and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
This document is only addressed to and directed at persons in Relevant States who are "qualified investors" as defined under the Prospectus Regulation ("Qualified Investors"). In addition, in the United Kingdom, this
document may only be communicated, or caused to be communicated, to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA"), does
not apply and may be distributed in the United Kingdom, and is directed at only persons who are Qualified Investors and who are: (i) investment professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) persons falling within Articles 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; and (iii)
persons to whom it may otherwise lawfully be communicated (all such persons, being "Relevant Persons"). In the United Kingdom, this document is directed only at Relevant Persons. This document must not be acted or
relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any Relevant State other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment
activity to which this document relates is available only to (i) in the United Kingdom, Relevant Persons and (ii) in any Relevant State other than the United Kingdom, Qualified Investors, and will be engaged in only with
such persons.
Page 53
BegaView entire presentation