Thorn : Minimum Holding Share Buy-Back

Minimum Holding Share Buy-Back

28 March 2022

Thorn Group Ltd (ASX:TGA) (Thorn) is pleased to announce that it intends to undertake a minimum holding share buy-back of ordinary shares for Thorn shareholders who hold less than a marketable parcel of shares in Thorn (Buy-Back).

The Buy-Back is not considered to be material and the number of shares that may be potentially acquired is less than 0.5% of Thorn's share capital as at the date of this announcement.

Under the ASX Listing Rules, any shareholding valued at less than $500 is considered to be an "unmarketable parcel" of shares (Unmarketable Parcel). Based on the closing market price of Thorn shares of $0.2625 on the Record Date, an Unmarketable Parcel of shares is 1,904 shares or less.

The Buy-Back will allow shareholders who hold Unmarketable Parcels of shares in Thorn at 7:00pm (Sydney Time) on Friday, 25 March 2022 (Record Date)(Eligible Shareholders) to sell their shares back to Thorn at the Buy-Back price of $0.2580 per share, based on the volume weighted average price of Thorn shares for the 5 trading days preceding 25 March 2022. These shares will be cancelled once transferred to Thorn in accordance with the Corporations Act 2001 (Cth).

Thorn has decided to undertake the Buy-Back in order to reduce the administrative costs associated with maintaining a large number of very small holdings. Eligible Shareholders will also be able to dispose of their shares without incurring brokerage and other expenses. Thorn will pay for all costs related to the Buy-Back (excluding tax consequences from the sale which remain the responsibility of Eligible Shareholders).

Based on the closing market price of Thorn shares and the register of members as at the Record Date:

• • An Unmarketable Parcel of shares is any shareholding of 1,904 shares or less;

• • Approximately 0.05% of Thorn's shares are held by shareholders holding Unmarketable Parcels;

• • 366 individual shareholders hold an Unmarketable Parcel, comprising 10.90% of Thorn's total 3,359 shareholders; and

• • The aggregate value of Thorn's shares held by Eligible Shareholders is $47,605.69.

Shareholders who own 1,905 Shares or more on the Record Date will not be eligible to participate in the Buy-Back.

In accordance with Thorn's Constitution and the ASX Listing Rules, Thorn is sending the attached letter to Eligible Shareholders (Shareholder Letter). The Shareholder Letter encloses relevant documents and provides more information about the Buy-Back, including the procedure for opting-out of the Buy-Back and retaining an Eligible Shareholder's shareholding in Thorn.

Record Date for Unmarketable Parcel Buy Back offers	7:00pm (Sydney time) on
Friday, 25 March 2022
Announcement of Record Date for Unmarketable Parcel Buy Back	Monday, 28 March 2022
offers
Dispatch of Shareholder Letters and Share Retention Forms to	Wednesday, 30 March
Eligible Shareholders	2022
Closing Time for Receipt of Share Retention Forms / period to opt-	5:00pm (Sydney time) on
out of Buy-Back	Wednesday, 18 May 2022
Announcement of outcome of the Buy-Back to the ASX	Monday, 30 May 2022
Eligible Shareholders whose shares are bought back under the Buy-	As soon as practicable
Back will have proceeds remitted to them and will be sent	post Monday, 6 June
documentation advising them of the number of shares sold and the	2022
amount of proceeds remitted. Proceeds will be remitted to the
bank account that the Eligible Shareholder has registered with
Computershare. If no bank account is registered, proceeds will be
remitted by cheque mailed to the address that the shareholder has
registered with Computershare.

Eligible Shareholders who wish to retain their shares must complete and sign their personalised Share Retention Form and forward it to Thorn's share registry, Computershare Investor Services Pty Limited (Computershare), by mail to GPO Box 52 Melbourne VIC 3001 Australia or by email [e-mail], so that it is received by 5:00pm (Sydney time) on Wednesday, 18 May 2022.

The Key Dates are:

Thorn may modify these dates or suspend or terminate the Buy-Back. Any modification, suspension or termination will be notified by written notice to ASX.

Thorn notes that it is currently undertaking an on-market buy-back as announced to ASX on 15 February 2022 and confirms that the on-market buy-back will continue to be conducted by Thorn in parallel with the minimum holding Buy-Back announced today.

This release has been authorised by the Board of directors.

End of release.

For further information, please contact:

Pete Lirantzis

Chief Executive Officer 0411 012 [e-mail]

ABOUT THORN GROUP LIMITED (ASX: TGA,www.thorn.com.au)

Alexandra Rose

General Counsel & Company Secretary [phone]

Thorn is a diversified financial services company providing financial solutions to consumers and businesses. Thorn Business Finance is a provider of leasing and other financial services to small and medium enterprises. Thorn has been listed on the ASX since 2006, is licensed under the National Consumer Credit Protection Act 2009 and operates a responsible lending policy.

28 March 2022

Dear Shareholder

OFFER FROM THORN GROUP LIMITED TO BUY BACK UNMARKETABLE PARCELS OF SHARES (OFFER)

This letter contains important information about your shareholding in Thorn Group Limited.

I am writing to you as a shareholder with an unmarketable parcel of shares in Thorn Group Limited (ASX:TGA) (Thorn) as at 7:00pm (Sydney time) on Friday, 25 March 2022 (Record Date).

In order to reduce the administrative and registry costs for Thorn that are associated with unmarketable parcels, as well as to allow eligible shareholders to dispose of their shares without incurring brokerage fees and other expenses, the Board of Thorn has instituted an off-market share buy-back facility (Buy-Back Facility) to buy back all the shares held by shareholders who held unmarketable parcels of shares in Thorn (Eligible Shareholders) as at the Record Date.

The Buy-Back will be undertaken under the terms set out in this Offer and in accordance with the Thorn Constitution, the Listing Rules of the Australian Securities Exchange (ASX Listing Rules) and the procedure in Division 2 of Part 2J.1 of the Corporations Act 2001 (Cth) (the Act).

The Buy-Back is not considered to be material and the number of shares that may be potentially acquired is less than 0.5% of Thorn's issued share capital as at the date of this Offer.

Under the ASX Listing Rules, any shareholding in Thorn valued at less than $500 is considered to be an "unmarketable parcel" of shares (Unmarketable Parcel). Based on the share register as at the Record Date and a share price of $0.2625 (at close of market on the Record Date):

• • An Unmarketable Parcel of shares is any shareholding of 1,904 shares or less;

• • Approximately 0.05% of Thorn's shares are held by shareholders holding Unmarketable Parcels;

• • 366 individual shareholders hold an Unmarketable Parcel, comprising 10.90% of Thorn's total 3,359 shareholders; and

• • The aggregate value of Thorn's shares held by Eligible Shareholders is $47,605.69.

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Thorn will pay for all costs related with the Buy-Back Facility (excluding tax consequences from the buy-back which remains the shareholder's responsibility).

The Buy-Back Facility will allow Eligible Shareholders to sell their shares back to Thorn at $0.2580 per share (Buy-Back Price), being the volume weighted average price for the five-day trading period preceding the Record Date. Shares that are purchased by Thorn under the Buy-Back Facility will be cancelled in accordance with the Act. This letter provides more information about the Buy-Back Facility and the choices that are available to you. The directors wish to remind you that as a valued shareholder, Thorn will not buy back your shares if you wish to retain your shareholding.

Your choices

1. Sell your Unmarketable Parcel - If you want Thorn to buy back your Unmarketable Parcel at the Buy-Back Price of $0.2580 per share, you do not need to do anything. By refraining from taking any action, you will be deemed to have irrevocably appointed Thorn as your agent to sell all of your shares at the Buy-Back Price and to deal with the proceeds of sale as set out in this letter.

2. Retain your Unmarketable Parcel - If you do not want Thorn to buy-back your Unmarketable Parcel, then you must:

(a) complete the enclosed, personalised Share Retention Form and return it in accordance with the instructions on that form. Your completed Share Retention Form must be received by our share registry, Computershare Investor Services Pty Limited (Computershare), by mail to GPO Box 52, Melbourne, Victoria, 3001 or by email [e-mail], by no later than 5:00pm (Sydney time) on Wednesday, 18 May 2022 (Closing Time). If your completed Share Retention Form is not received by Computershare by the Closing Time, your shares will be bought back by Thorn in accordance with the Offer; OR

(b) acquire additional shares in Thorn on-market so that your shareholding is noted on Thorn's share register as being greater than 1,904 shares (that is, a marketable parcel) as at the Closing Time; OR

(c) if you hold shares in multiple shareholdings that together constitute a parcel of more than 1,904 shares, arrange to have those holdings merged into one shareholding that is noted on Thorn's share register as being greater than 1,904 shares (that is, a marketable parcel) as at the Closing Time.

If you choose to complete and return a Share Retention Form as outlined in step 2(a) above, you are advised to allow reasonable time for it to be received by Computershare by the Closing Time. If you choose to acquire additional shares or merge multiple shareholdings as outlined in step 2(b) or step 2(c) above, you are advised to allow reasonable time for these actions to be recorded on Thorn's share register by the Closing Time.

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