Schrole : Share Purchase Plan Document

For personal use only

For personal use only

For personal use only

SCHROLE GROUP LTD (ACN 164 440 859)

SHARE PURCHASE PLAN TERMS AND CONDITIONS

These are the terms and conditions of the Schrole Group Ltd (ACN 164 440 859) (Company) 2021 Share Purchase Plan (Offer) and are binding on any shareholder providing a completed Share Purchase Plan Application Form to the Company.

1. Offer

The Offer is an invitation to offer to apply for fully paid ordinary shares in the Company (Shares) up to a maximum subscription of $30,000 at an issue price of $0.01 per Share (New Shares) (Offer).

The Offer to each eligible shareholder is made on the same terms and conditions.

The Offer is non-renounceable.

2. Eligibility

You are eligible to apply for New Shares (Eligible Shareholder) if:

1. your registered address in the Company's register of members is in Australia, New Zealand, Singapore and Malaysia (subject to the restrictions described in paragraph 15);
2. you were registered as a holder of Shares as at 5.00pm (AWST) on 22 November 2021; and
3. you are not in the United States and are not acting for the account or benefit of a person in the United States.

3. Issue Price

The issue price for each New Share under the Offer is $0.01 per Share (Issue Price).

In accordance with the requirements of Australian Securities and Investments Commission (ASIC) Corporations (Share and Interest Purchase Plans) Instrument 2019/547, the Company notes that:

1. On the last trading day immediately prior to the announcement date of the Offer, the closing price of the Shares traded on the Australian Securities Exchange (ASX) was $0.011 per Share. The Issue Price is a 10.0% discount to that closing price.

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1. The market price of Shares in the Company may rise and fall between the date of the Offer and the date that any Shares are issued under the Offer.
2. By making an application under this Offer, each Eligible Shareholder will be acknowledging that although the Issue Price is at a discount to the closing price specified above, Shares are a speculative investment and the price of Shares on ASX may change between the date of the Company announcing its intention to make the Offer and the date of issue of Shares under that Offer and that the value of the Shares received under the Offer may rise or fall accordingly.
3. The Issue Price is less than the market price of Shares during a 'specified period' in the 30 days before the date of the Offer (such specified period being the 5 days in which trading in Shares occurred before the dat of the announcement of the Offer).

In accordance with ASX Listing Rule 7.2 Exception 5, the Issue Price is equal to or greater than 80% of the volume weighted average price for the 5 days in which trading in the Shares occurred before the date of the announcement of the Offer.

The Board recommends that you obtain your own financial and taxation advice in relation to the Offer and consider price movements of Shares in the Company prior to making an application under this Offer.

4. Number of New Shares

4.1 Application amount

If you are an Eligible Shareholder, you can apply for up to a maximum of $30,000 worth of New Shares. Eligible Shareholders can select one of the following alternatives:

	Offer		Value	Number of Shares
	A	$1,000	100,000
	B	$2,000	200,000
	C	$5,000	500,000
	D	$10,000	1,000,000
	E	$15,000	1,500,000
	F	$20,000	2,000,000
	G	$25,000	2,500,000
	H		$30,000	3,000,000

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1. $30,000 maximum
2. 1. The total costs of New Shares purchased by each Eligible Shareholder (including through joint holding/s, multiple share accounts or any holding in which they have a beneficial interest/s) must not exceed $30,000.
   2. The Company reserves the right to issue to an Eligible Shareholder fewer New Shares than the number specified in an Application Form for whatever reason, including to avoid the possible subscription of over $30,000 worth of New Shares by a shareholder through multiple applications or joint holdings.
   3. No fractions of New Shares will be issued.
3. Maximum number of New Shares to be issued
4. 1. Maximum amount: The Company reserves the right to determine the amount it raises through the Offer. At this stage, the maximum amount raised under the Offer will be capped at a total of $1,500,000 (before costs), being a maximum of 150,000,000 Shares, though the Company reserves the right to change this cap at its discretion by announcement to ASX (subject to the maximum permitted under the ASX Listing Rules, being 433,413,097 Shares). In accordance with ASX Listing Rule 7.2 Exception 5, the total number of New Shares under the Offer must not exceed 30% of the number of Shares currently on issue.
   2. Scale back: The Board reserves the right to reject or scale back any applications in whole or in part (Scale Back). If there is a Scale Back, you may not receive all the New Shares for which you have applied. The Company may in its absolute discretion determine to apply the Scale Back to the extent and in the manner it sees fit, which may include taking into account a number of factors such as the size of your shareholding at the Record Date, the extent to which you have sold or purchased Shares since the Record Date, whether you have multiple registered holdings, the date on which your application was made and the total applications received from Eligible Shareholders.
   3. Return of excess application monies: If there is a rejection or Scale Back, your application monies may be greater than the value of New Shares issued to you under the Offer, in which case the excess application monies will be refunded to you, without interest, by direct credit deposit to your nominated bank account (where you have given your nomination to the Company's Share Registry) or by cheque paid in Australian dollars.

5. Participation costs

You must pay the Issue Price per New Share and any fees or charges incurred by you in completing the Application Form, for example, bank fees or fees of professional advisors. No commission is payable by the Company on the issue of the New Shares and no brokerage applies.

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