Argo Investments : Share Purchase Plan documents

For personal use only

11 March 2022

Share Purchase Plan

Attached is a copy of the Chairman's Letter, Terms & Conditions and sample Application Form for the Argo Investments Limited (ASX: ARG) Share Purchase Plan (SPP) which was announced to ASX on 8 March 2022.

The SPP offer opens today and personalised documents have been distributed to eligible shareholders on the register on the entitlement record date of 7 March 2022.

The SPP offer closes on Thursday 24 March 2022.

Tim Binks

Chief Operating Officer

Argo Investments Limited	Head Office	Sydney Office
ACN 007 519 520	Level 25, 91 King William St	Level 37, 259 George St
[e-mail]	Adelaide SA 5000	Sydney NSW 2000
argoinvestments.com.au	08 8210 9500	02 8274 4700

The maximum price equates to a 3.5% discount to the volume-weightedaverage price of Argo Shares traded on the ASX over the 5 trading days up to and including the SPP entitlement record date.

Share Purchase Plan (SPP)

11 March 2022

Dear Shareholder,

onlyOn behalf of the Board, I am pleased to provide eligible Argo Investments Limited (Argo) shareholders with the opportunity to participate in a Share Purchase Plan (SPP Offer) by subscribing for up to $30,000 worth of new fully paid ordinary shares in Argo (SPP Shares) without incurring brokerage or other charges.

The SPP Offer opens on Friday 11 March 2022 and will remain open for subscriptions until 5.00pm (Sydney time) on Thursday 24 March 2022.

The SPP Offer is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument use2019/547. Please read and understand the SPP Terms and Conditions which follow before making an application for

SPP Shares.

It is intended that funds raised by the SPP will be applied to further equity market investments appropriate to achieving Argo's objective of maximising long-term returns to shareholders through a balance of capital and dividend growth.

SPP Price

The SPP Price will be the LOWER of:

personal• $9.30 per SPP Share (maximum price*), which is a 2% discount to the closing price of Argo Shares on the record date for SPP entitlement (7 March 2022); OR

• the volume-weighted average price of Argo Shares traded on the ASX over the last 5 trading days of the SPP Offer period (18 March 2022 to 24 March 2022 inclusive), rounded down to the nearest cent.

*

Applications

Your personalised Application Form contains a range of parcel size options to choose from. If you do not wish to participate in the SPP Offer, you do not need to take any action.

The Directors retain the right to scale back allocations of SPP Shares.

Due to possible postal delays, I strongly recommend that you make payment via BPAY, as you do not need to return your Application Form due to the unique BPAY Customer Reference Number which identifies your shareholding specifically.

The SPP Offer closes at 5.00pm (Sydney time) on Thursday 24 March 2022.

On behalf of the Board, I thank you for your continued support.

ForYou s faithfully,

Russell Higgins AO

Chairman

Argo Invesments Ltd	Head Office	Sydney Office
ACN 007 519 520	Level 25, 91 King William St	Level 37, 259 George St
[e-mail]	Adelaide SA 5000	Sydney NSW 2000
argoinvestments.com.au	08 8210 9500	02 8274 4700

Share Purchase Plan (SPP) Terms and Conditions

Argo Investments Limited ACN 007 519 520

1. SPP Offer

1.1.	Under the SPP, Eligible Shareholders (defined below) have the
	opportunity to participate in the SPP by subscribing for up to
	$30,000 worth of SPP Shares without incurring brokerage or other
	transaction costs subject to the following Terms and Conditions
	(SPP Offer).
1.2.	Please read these Terms and Conditions relating to the SPP Offer
	carefully, as you will be bound by them by participating in the SPP.
1.3.	All SPP Shares issued under the SPP Offer will rank equally with
onlyexisting Argo shares (Argo Shares) from the date of issue, and will
	carry the same voting rights, dividend rights and other entitlements
	as existing shares.
1.4.	All amounts referred to in these Terms and Conditions are in
	Australian dollars.
2.	Key Dates
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Record Date	Monday 7 March 2022
		(7.00pm Sydney time)
SPP Offer opens	Friday 11 March 2022
	SPP Offer closes	Thursday 24 March 2022
	(Closing Date)	(5.00pm Sydney time)
	Allotment of SPP Shares	Thursday 31 March 2022
	Dispatch of allotment	Tuesday 5 April 2022
	confirmations and any refunds
	Argo reserves the right to vary the timetable, by lodging a revised
	timetable with the ASX.
3.	Eligible Shareholders
3.1.	You are eligible to participate in the SPP Offer (Eligible
	Shareholder) if:
	(a) you were registered on the Argo share register as a holder of
		Argo Shares at 7:00pm (Sydney time) on 7 March 2022 (Record
		Date); and
	(b) you have a registered address in either Australia or New Zealand
		at the Record Date, and you are not or are not acting for, the
		account or benefit of, a U.S. Person (as defined in Regulation S
		under the U.S. Securities Act).
3.2.	Argo has determined that it is not practical for holders of Argo
personal
	Shares with addresses on the share register in other jurisdictions
	to participate in the SPP Offer. Shares to be allotted under the SPP
	have not been and will not be registered under the U.S. Securities
	Act and may not be offered, sold or delivered, directly or indirectly, in
	r to persons in, the United States.
3.3.	Eligible Shareholders can only apply for a maximum of $30,000
	worth of SPP Shares in aggregate under the SPP Offer (unless
	you are applying as a Custodian). This limitation applies even if
	Eligible Shareholders receive more than one Application Form due
For

to multiple holdings, or if they hold Argo Shares in more than one capacity such as if they are a sole Eligible Shareholder and a joint Eligible Shareholder and/or an Eligible Shareholder with more than one holding under a separate account or designation.

3.4. Eligible Shareholders who hold Argo Shares as a Custodian (defined below) may participate on behalf of each Beneficiary (defined below) on whose behalf the Custodian is holding Argo Shares.

An Eligible Shareholder is deemed to be a Custodian under ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument 2019/547) if it provides a custodial or depository service in relation to shares of a body or interests in a registered scheme and:

1. it holds an Australian financial services licence covering the

provision of a custodial or depositary service; or

1. it is exempt from the requirement to hold an Australian financial services licence covering the provision of a custodial or depositary service; or
2. it holds an Australian financial services licence covering the operation of an IDPS or is a responsible entity of an IDPS-like scheme; or
3. it is a trustee of a self-managed superannuation fund or a superannuation master trust; or
4. it is the registered holder of Argo Shares and is noted on the Argo register of members as holding Argo Shares on account of another person.

A 'Beneficiary'is aclientof a Custodianor a Downstream Custodian (defined below at clause 16(j)) on whose behalf the Custodian or Downstream Custodian held Argo Shares on the Record Date.

To the extent that a Custodian holds Argo Shares on behalf of a Beneficiary resident outside Australia and New Zealand, it is the responsibility of the Custodian to ensure that any acceptance complies with all acceptable foreign laws.

Custodians wishing to participate on behalf of one Beneficiary per registered holding should pay by BPAY or complete the Application Form and return it to Argo's share registry with payment. Custodians wishing to participate on behalf of more than one Beneficiary per registered holding should contact Argo's share registry and request a Custodian Certificate and Schedule.

1. If you hold Argo Shares as a custodian, trustee or nominee for another person, but are not a Custodian as defined above, you cannot participate on behalf of beneficiaries in the manner described above. In this case, the rules for multiple single holdings (above at clause 3.3) apply.
2. If you choose not to participate in the SPP Offer, your right to participate lapses on the Closing Date.

1. Joint holders/beneficiaries
   If two or more persons are registered on the Argo share register as jointly holding Argo Shares, they are taken to be a single registered holder of Argo Shares and a certification given by any of them is taken to be a certification given by all of them.
2. Application procedure for SPP Shares

1. The SPP Offer opens on 11 March 2022.
2. Eligible Shareholders may apply for a maximum of $30,000 worth of SPP Shares under the SPP Offer. The following parcel size options to acquire SPP Shares are available:

Option	Dollar value of SPP Shares
1	$500
2	$1,000
3	$2,500
4	$5,000
5	$7,500
6	$10,000
7	$15,000
8	$20,000
9	$25,000
10	$30,000

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5.3.	If you do not wish to participate in the SPP Offer, you do not need
	to take any action and the SPP Offer will lapse on the Closing Date.
	If you wish to apply for SPP Shares under the SPP Offer, Eligible
	Shareholders must either:
	(a) Pay by BPAY, using an Australian bank account, in accordance
		with the instructions on the Application Form to ensure cleared
		funds are received by the Closing Date. If paying by BPAY you
		do notneed to return the Application Form, but you are taken to
only	make the certifications and representations described in these
Terms and Conditions (RECOMMENDED OPTION); or
	(b) Complete the enclosed Application Formand forward it together
		with a cheque, bank draft or money order in the enclosed reply
		paid envelope, drawn on an Australian bank account and in
		Australian dollars for the correct amount, so that it is received
		by the share registry prior to the Closing Date. Do not forward
		cash. Cheques, bank drafts and money orders should be made
		payable to "Argo Investments SPP Account". Receipts for
		payment will not be issued.
5.4.	Any application money received in excess of the amount required
	for the number of SPP Shares you successfully apply for will be
	r funded to you without interest. If the amount received is less
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	than $500, Argo will not allot any SPP Shares to you and the money
	r ceived from you will be refunded without interest.
5.5.	Argo reserves the right to reject any application for SPP Shares
	under the SPP Offer that it believes does not comply with these
	Terms and Conditions.
6.	SPP Price
6.1.	The SPP Price for SPP Shares will be the LOWER of:
	(a) $9.30, which is a 2% discount to the closing price of Argo Shares
personal	on the ASX on the SPP entitlement Record Date (7 March 2022);
		OR
	(b) the volume-weighted average price of Argo Shares traded on
		the ASX over the last 5 trading days of the SPP Offer period (18
		March 2022 to 24 March 2022 inclusive), rounded down to the
		nearest cent.
	Therefore, the maximum price that Eligible Shareholders will pay is
	$9.30 per SPP Share. Argo will announce the final SPP Price for the
	SPP Offer after the Closing Date.
	You should note that Argo's share price may rise or fall between the
	date of this offer and the date when SPP Shares are allotted and
	issued to you under the SPP Offer. This means that the price you
	pay per SPP Share pursuant to this offer may be either higher or
	lower than the Argo share price at the time of the offer, or at the
	time the SPP Shares are issued and allotted to you under the SPP
	Offer. Please refer to the information below under "Participation
	is optional" about how to monitor current trading prices of Argo
	Shares.
6.2.	The number of SPP Shares issued to an applicant will be determined
	by dividing the value of the SPP parcel applied for by the SPP Price.
For
	If this calculation produces a fractional number, the number of SPP
	Shares issued will be rounded up to the nearest whole SPP Share.
6.3.	SPP Shares issued under the SPP Offer are not entitled to the
	interim dividend for the year ended 30 June 2022, which was paid
	on 11 March 2022.
7.	Participation is optional
	Participation in the SPP Offer is entirely optional (subject to the
	eligibility criteria set out in these Terms and Conditions). The offer
	to acquire SPP Shares is not a recommendation. If you are in any
	doubt about the SPP Offer, whether you should participate in the
	SPP Offer or how participation will affect you, you should consider
	seeking independent financial and taxation advice before making
	a decision as to whether or not to participate in this offer. Argo also
	recommends that you monitor the Argo share price which can be
	found on Argo's website at www.argoinvestments.com.au, in the

financial pages of major Australian metropolitan newspapers or on the Australian Securities Exchange (ASX) website at www.asx.com. au (ASX code: ARG). Argo also recommends that you monitor via the above mentioned websites any Argo announcements made to the ASX.

8. Issue date

1. The SPP Shares will be issued on 31 March 2022 or as soon as possible after that date.
2. Allotment confirmations will be dispatched on or around 5 April 2022. You should confirm your holding before trading in any SPP
   Shares you believe have been allotted to you under the SPP Offer.
   In advance of receiving your allotment confirmation notice, you can check the number of SPP Shares issued to you under the SPP Offer by visiting Boardroom's website at www.investorserve.com. au and following the security access instructions.

1. No transfer
   The SPP Offer is non-renounceable and non-transferable and, therefore, Eligible Shareholders cannot transfer their right to purchase SPP Shares under the SPP Offer to a third party.
2. No brokerage or transaction costs
   No brokerageorother transactioncosts will apply tothe acquisition of SPP Shares under the SPP Offer. The only cost to you is the SPP Price of the SPP Shares.
3. Quotation
   Argo will apply for SPP Shares issued under the SPP to be quoted on the ASX.
4. ASIC compliance
   The SPP Offer of SPP Shares is made in accordance with ASIC Instrument 2019/547, which grants relief from the requirement to prepare a prospectus for the SPP Offer.
5. Dispute resolution

1. Argomay settle,in any manner itdeems,anydifficulties,anomalies, or disputes which may arise in connection with the operation of this SPP whether generally or in relation to any participant or any application for SPP Shares, and its decision shall be conclusive and binding on all participants and other persons to whom the determination relates.
2. Argo reserves the right to waive strict compliance with any provision of these Terms and Conditions.
3. The powers of Argo under these Terms and Conditions may be exercised by its Directors or any delegate or representative of the Directors.

14. Scale Back of SPP Offer

1. If applications for SPP Shares under the SPP Offer exceed $200 million, Argo may at its absolute discretion, allocate to you less than the number of SPP Shares you have applied for (Scale Back). If there is a Scale Back, Argo may in its absolute discretion determine to apply the Scale Back to the extent and in the manner that it sees fit.
2. If the Scale Back produces a fractional number of SPP Shares when applied to your issue of SPP Shares, the number of SPP Shares issued will be rounded up to the nearest whole SPP Share.
3. If there is a Scale Back, your application money may be greater than the value of the SPP Shares you will be issued. In that event, the excess application money will be refunded to you without interest on or around 5 April 2022. Any application monies refunded by Argo will be paid by cheque or direct credit (the payment method will be determined by Argo in its absolute discretion) in Australian currency. By applying for SPP Shares, each shareholder authorises Argo to pay any monies to be refunded by using the payment instructions of the shareholder recorded in Argo's share registry if Argo should elect to pay in this manner.

15. Variation and termination

1. Argo reserves the right to amend or vary these Terms and Conditions and to suspend or terminate the SPP Offer at any time.
2. Failure to notify shareholders of a change to or termination of the SPP Offer or the non-receipt of notice will not invalidate the change or termination.

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15.3. Argo reserves the right not to issue SPP Shares or to issue fewer		participate, the name and address of each Beneficiary and
SPP Shares than that applied for under the SPP by an Eligible		in respect of each such Beneficiary:
Shareholder	(including a Custodian applying on behalf of	its		(A) the number of Argo Shares that you hold on behalf of
Beneficiaries) if Argo believes that the issue of those SPP Shares
		that Beneficiary; and
would contravene any law or the ASX Listing Rules.
15.4. In the event that the SPP is terminated prior to the issue of SPP		(B)	the dollar amount of SPP Shares that the Beneficiary,
		or its agent, has instructed you to accept on behalf of
Shares, all application monies will be refunded. No interest will be
		the Beneficiary;
paid on any monies returned to you.
16. Acknowledgments					as	set out in the Application Form or the Custodian
				Certificate and Schedule, are true and correct;
By	making	payment	(including	through BPAY) or returning	an
	(v) there are no Beneficiaries in respect of whom the total of
Application	Form or	Custodian	Certificate and Schedule,	you
	the application value for (a) the SPP Shares applied for by
certify, acknowledge, warrant and represent as true, correct and not
	you under the SPP on their behalf; and (b) any Argo Shares
misleading to Argo that:
			issued to you in the previous 12 months as a result of an
(a)	you have read and accepted the Terms and Conditions in full;		instruction given by the Beneficiary to you or a Downstream
(b)	you declare that all details and statements in your application		Custodian to apply for Argo Shares on their behalf under
	an arrangement similar to the SPP, exceeds $30,000; and
only(c)	are true and complete and not misleading;
		(vi) a copy of these Terms and Conditions was given to each
your application, under the Terms and Conditions of the SPP set
	Beneficiary;
	out in this booklet (including the Application Form and Custodian
	Certificate and Schedule), will be irrevocable and unconditional		(k) you may be offered SPP Shares pursuant to the SPP in
	(i.e. it cannot be withdrawn);				accordance with all applicable laws, and any acceptance by
(d)	as at the Record Date, you were recorded on Argo's share		you on your own behalf or in respect of any person for which
	you are acting complies with all applicable laws;
	register as being a registered holder of Argo shares and having
	an address in Australia or New Zealand;			(l) you accept the risk associated with any refund that may be
(e)	if you have a registered address in New Zealand, you continued		dispatched to you by direct credit or cheque to your address
	shown on Argo's share register;
	to hold Argo Shares as at the opening of the SPP Offer on 11
useMarch 2022;					(m) you are responsible for any dishonour fees or other costs
(f)	you and each person for whose account or benefit you are acting		Argo may incur in presenting a cheque for payment which is
	dishonoured;
personal	is not in the United States and is not a U.S. Person, or acting for
the account or benefit of a U.S. Person;			(n) you agree to be bound by the provisions of the Constitution of
(g) you acknowledge that the SPP Shares have not, and will not		Argo (as amended and as it may be amended from time to time
	in the future);
	be, registered under the U.S. Securities Act or the securities laws
	of any state or other jurisdiction of the United States, and the		(o) you authorise Argo and its affiliates, officers and
	SPP Shares may not be offered, sold or otherwise transferred		representatives to do anything on your behalf necessary for
	unless an exemption from the registration requirements of the		SPP Shares to be issued to you in accordance with these
	U.S. Securities Act is available;			Terms and Conditions;
(h)	you represent that you have not, and you agree that you will		(p) you authorise Argo (and its officers and agents) to correct
	not, send any materials relating to the SPP to any person in the		minor or easily rectified errors in, or omissions from, your
	United States or to any person who is, or is acting for the account		application and to complete the application by the insertion of
	or benefit of, a U.S. Person;				any missing minor detail; and
(i)	if you are applying on your own behalf (and not as a Custodian)		(q) Argo may at any time irrevocably determine that your
	you are not applying for SPP Shares with an aggregate		application is valid in accordance with these Terms and
	application value, when aggregated with the application value		Conditions, even if the application is incomplete, contains
	of any Argo Shares issued to you or a Custodian on your behalf		errors or is otherwise defective.
	under the SPP Offer or similar arrangement in the previous 12	17.	Governing law
	months, of more than $30,000 under the SPP Offer (including
	by instructing a Custodian to acquire SPP Shares on your behalf		These Terms and Conditions are governed by the laws in force in
For	under the SPP Offer), and you are complying with the limitations		South Australia.
detailed in clause 3.3 of the SPP Terms and Conditions;
(j)	if you are a Custodian and are applying on behalf of a Beneficiary
	for whom you hold Argo Shares:
	(i)	you	are a Custodian (as that term is defined in ASIC
		Instrument 2019/547);
	(ii) either or both of the following apply:
	(A) that on the Record Date you held Argo Shares on behalf
		of one or more other persons (each a Beneficiary) that are
		not Custodians;
	(B) that on the Record Date another Custodian (Downstream
		Custodian) held beneficial interests in Argo Shares on
		behalf of one or more other persons (each a Beneficiary),
		and you hold the shares to which those beneficial
		interests relate on behalf of the Downstream Custodian
		or another Custodian;
	(iii) each Beneficiary has subsequently instructed either you
		or the Downstream Custodian (as applicable) to apply for
		shares on their behalf under the SPP Offer;
	(iv)	details of the number of Beneficiaries instructing you to			argoinvestments.com.au | 4