Damstra : Retail Entitlement Offer Booklet

For personal use only

DAMSTRA HOLDINGS LIMITED

ACN 610 571 607

RETAIL ENTITLEMENT OFFER BOOKLET

Details of a 1 for 6.75 accelerated pro rata non-renounceable Entitlement Offer to

Eligible Shareholders of New Shares at an issue price of $0.34 each.

Unless extended, the retail component of the Entitlement Offer closes at 5:00pm (AEDT) on Thursday,

16 December 2021.

The Entitlement Offer is fully underwritten by Shaw and Partners Limited.

Not for release to US wire services or distribution in the United States

This document and the accompanying personalised Entitlement and Acceptance Form are both

important documents which should be read in their entirety. This document is not a prospectus under

the Corporations Act and has not been lodged with ASIC.

You should call you stockbroker, accountant or other independent and appropriately licensed

professional adviser if you have any questions or are in doubt as to what you should do.

For personal use only

Important Information

1. Key Dates
2. Details of the Entitlement Offer
3. Additional Information
4. Risks
5. Defined Terms
6. Corporate Directory

Table of Contents

2

6

7

14

24

34

38

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Important Information

This Booklet

This Booklet has been prepared by Damstra Holdings Limited (ACN 610 571 607) and is dated 7 December 2021.

The Entitlement Offer to which the information in this Booklet relates is being made in reliance on section 708AA of the Corporations Act as modified by ASIC Corporations (Non-Traditional Rights Issue) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73.

This Booklet is not a Prospectus

The information in this Booklet is not a prospectus, product disclosure statement, disclosure document or other offer document under the Corporations Act (or any other law) and has not been lodged with ASIC.

This Booklet does not purport to contain all the information that you may require to evaluate a possible application for New Shares, nor does it contain all the information which would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act (or any other law). It should be read in conjunction with the Investor Presentation lodged with the ASX on 2 December 2021 and the Company's other periodic statements and continuous disclosure announcements lodged with ASX.

The information in this Booklet does not take into account the investment objectives, financial situation or needs of you or any particular investor. The Company is not licensed to provide financial product advice in respect of the New Shares. Before deciding whether to apply for New Shares, you should consider whether they are a suitable investment for you in light of your own investment objectives and financial circumstances and having regard to the merits or risks involved. You should conduct your own independent review, investigation and analysis of the Shares the subject of the Retail Entitlement Offer. If, after reading this Booklet, you have any questions about the Retail Entitlement Offer, you should contact your stockbroker, accountant or other independent and appropriately licensed professional adviser.

Investment risk

An investment in New Shares is subject to known and unknown risks, some of which are beyond the control of the Company and its officers, employees, agents or associates, including possible loss of income and principal invested. The Company does not guarantee any particular return, or the performance of the Company, nor does the Company guarantee any particular tax treatment.

Investors should have regard to (amongst other things) the risk factors outlined in section 4 of this Booklet when making their investment decision.

Overseas Shareholders

This Booklet does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Booklet.

The Retail Entitlement Offer is not being extended and New Shares will not be issued to Retail Shareholders with a registered address which is outside of Australia and New Zealand. It is not practicable for the Company to comply with the securities laws of overseas jurisdictions (other than New Zealand) having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 ("US Securities Act") or the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws. In particular, the New Shares to be offered and sold in the Retail Entitlement Offer

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will only be offered and sold outside the United States in "offshore transactions", as defined and in compliance with Regulation S under the US Securities Act. The distribution of this Booklet (including an electronic copy) outside of Australia and New Zealand may be restricted by law. Any non-compliance with these restrictions may contravene applicable securities laws. If you come into possession of the information in this Booklet, you should observe such restrictions.

Refer sections 3.11 and 3.12 for further key information in relation to foreign jurisdictions.

Notice to Nominees and Custodians

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Entitlement Offer does not breach regulations in the relevant overseas jurisdiction. In particular, nominees and custodians may not take up an Entitlement on behalf of any person in the United States or elsewhere outside Australia and New Zealand except Institutional Investors in another Permitted Jurisdiction or with the consent of the Company.

Applying for New Shares under the Entitlement Offer (including by making payment by BPAY®) will be taken by the Company to constitute a representation that there has been, and will be, no breach of those regulations in connection with the Entitlement Offer.

Forward-looking Statements

This Booklet contains certain forward-looking statements which are identified by words such as 'anticipates', 'believes', 'could', 'estimates', 'expects', 'forecast', 'likely', 'intend', 'may', 'project', 'should', 'targets', 'aim', 'will' or 'intends' and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Booklet, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, its Directors and its management, including the risks and uncertainties described in the "Risks" section of this Booklet.

Forward looking statements may include, but are not limited to, statements with regard to projected capital costs, capacity, sale projections and financial performance. Forward looking statements are provided as a guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which those statements are based. You are cautioned not to place undue reliance on forward looking statements and, except as required by law or regulation, the Company assumes no obligation to update these forward-looking statements.

To the maximum extent permitted by law, the Company, the Lead Manager and their respective directors, officers, employees, agents, associates and advisers disclaim any obligations or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions, do not make any representation or warranty, express or implied, as to the accuracy, reliability or completeness of such information, or likelihood or fulfilment of any forward looking statement or any event or results expressed or implied in any forward looking statement, and disclaim all responsibility and liability for these forward looking statements (including, without limitation, liability for negligence).

Past Performance

Past performance and any historical financial information given in this Booklet is provided for illustrative purposes only and is not, and should not be relied upon as, an indication of future performance. The historical information in this Booklet, is, or is based upon, information that has been released to ASX. For further information, please see past announcements released to ASX.

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Disclaimer of Representations

No person is authorised to give any information, or to make any representation, in connection with the Entitlement Offer that is not contained in this Booklet. Any information or representation that is not in this Booklet may not be relied on as having been authorised by the Company, or its related bodies corporate, in connection with the Entitlement Offer. Except as required by law, and only to the extent so required, none of the Company, or any other person, warrants or guarantees the future performance of the Company or any return on any investment made pursuant to this Booklet.

Privacy Act

If you apply for New Shares, you will be providing personal information to the Company (directly or by the Registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or the Registry if you wish to do so at the relevant contact numbers set out in this Booklet.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide any information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your application.

Financial Amounts

All financial amounts contained in this Booklet are expressed in Australian dollars (unless otherwise stated). Any discrepancies between totals and sums of components in tables, figures and body content contained in this Booklet or actual amounts are due to rounding. Tables, figures and body content contained in this Booklet have not been amended by the Company to correct immaterial summation differences that may arise from this rounding convention.

The Company's results are reported under IFRS. This Booklet may nevertheless include non-IFRS information and other measures such as ratios. These other measures are used internally by management to assess the performance of the business. Non-IFRS and other measures should not be considered as an indication of, or as an alternative to, an IFRS measure and accordingly you are cautioned not to place undue emphasis on any such information or measures.

Defined Terms

Capitalised terms used in this Booklet have the meaning given in the Glossary in section 5 unless the context requires otherwise.

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