Pearl Global : Investor Update and Presentation

For personal use only

Investor Update and Presentation - December 2021

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

ABN 90 118 710 508

Important Notice and Disclaimer

For personal use only

The following important notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this Presentation.

This Presentation has been prepared by Pearl Global Limited (ACN 118 710 508) and its subsidiaries (Pearl Global and the Pearl Global Group) and is dated 17 December 2021.

This Presentation has been prepared in relation to the offer of New Shares under a pro-rata non renounceable entitlement offer (Entitlement Offer) to be made under section 708AA of the Corporations Act 2001 (Cth) (Act) as modified by Australian Securities and Investments Commission (ASIC) Corporations (Non-Traditional Rights Issues) Instrument 2016/84 and ASIC Corporations (Disregarding Technical Relief) Instrument 2016/73 of New Shares (the Offer).

The Entitlement Offer will comprise an offer to Pearl Global shareholders that are registered on the Pearl Global company register as a Shareholder on the record date, have a Registered Address in Australia or New Zealand and are not located in the United States and are not a US Person or acting for the account of or benefit of a person in the United States or a US Person,

This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and any other applicable United States state securities law.

This Presentation has been prepared solely for the use and benefit of the intended recipient. By accepting, accessing or reviewing this Presentation, or by attending an investor Presentation or briefing, you represent and warrant that you are entitled to receive this Presentation in accordance with the restrictions, and acknowledge and agree to the terms set out below.

For the purpose of this Important Notice and Disclaimer, the term Affiliate includes the shareholders of an entity, as well as the entity's respective advisers, affiliates, related bodies corporate, directors, officers, partners, consultants, employees and agents.

General information only

This Presentation contains general background information and summary information about Pearl Global, the Pearl Global Group, and their activities as at the date of this Presentation. This Presentation does not purport to and should not be considered to be comprehensive or to comprise all information which a shareholder or potential investor in Pearl Global may require when making an investment decision, nor does it contain all the information which would be required in a disclosure document prepared in accordance with the requirements of the Corporations Act.

This Presentation should be read in conjunction with Pearl Global's most recent financial report and Pearl Global's other periodic reports and continuous disclosure information released to the Australian Securities Exchange (ASX), which are available at www.asx.com.au.​ Reliance should not be placed on information or opinion contained in this Presentation, and, subject only to any legal obligation to do so, Pearl Global does not have any obligation to correct the content of this Presentation. This Presentation has been prepared by Pearl Global based on information available to it, including information from third parties, and has not been independently verified.

Not an offer, financial, product or investment advice

This Presentation is not a prospectus, disclosure document, product disclosure statement or other offering document under Australian law or the laws of any other jurisdiction (and will not be lodged with the Australian Securities and Investments Commission (ASIC) or any other foreign regulator). This Presentation is for information purposes only and is not an invitation, offer, solicitation, inducement or recommendation to subscribe, buy or sell New Shares, or any other financial products in any jurisdiction.

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Important Notice and Disclaimer, cont.

For personal use only

Nothing contained in this Presentation constitutes financial product, investment, legal, tax or other advice or any recommendation. It does not take into account the investment objectives, financial situation or needs or any particular investor. This Presentation does not and does not purport to contain all information necessary to make an investment decision, is not intended as an investment or financial advice (not tax, accounting or legal advice), must not be relied upon as such and does not and will not form any part of any contract or commitment for the acquisition of shares in Pearl Global. Before making an investment decision, you should consider the appropriateness of the information in this Presentation having regard to your own investment objectives, financial situation and needs and with their own professional advice. Neither Pearl Global nor its Affiliates are licensed to provide financial product advice in respect of Pearl Global shares.

Each recipient of this Presentation should make its own enquiries and investigations regarding all information included in this Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of Pearl Global and the values and the impact that different future outcomes may have on Pearl Global.

Any decision to purchase New Shares in the Entitlement Offer must be made on the basis of the information to be contained in a separate Entitlement Offer booklet to be prepared by Pearl Global made available following its lodgment with the ASX (Entitlement Offer Booklet). Any eligible shareholder who wishes to participate in the Entitlement Offer should read and consider the Entitlement Offer Booklet before deciding whether to subscribe for and purchase New Shares under the Entitlement Offer. Anyone who wishes to subscribe for and purchase New Shares under the Entitlement Offer will need to follow the instructions contained in the Entitlement Offer Booklet and the Application Form which will accompany it.

This Presentation and its contents are provided on the basis that recipients will not deal in the securities or the financial products of Pearl Global in breach of applicable insider trading laws.

Past performance

Past performance, including past share price performance of Pearl Global and any financial or historical information in this Presentation is given for illustrative purposes only and is not indicative of future results and no person guarantees the performance of any financial product or service or the amount or timing of any return from it. There can be no assurance that the financial product or service will achieve any targeted return, that asset allocations will be met or that the financial product or service will be able to implement its investment strategy and investment approach or achieve its investment objective.​ Nothing contained in this Presentation nor any information made available to you is, or may be relied upon as, a promise, representation, warranty or guarantee, whether as to the past, present or future.

Forward looking statements

This Presentation contains forward looking statements, including but not limited to projections, guidance on future revenues, earnings, other potential synergies and estimates and the future performance of Pearl Global. Forward-looking words such as "anticipate", "expect", "should", "could", "may", "predict", "plan ", "project", "will", "believe", "opinion", "forecast", "aim", "estimate", "outlook", "guidance", "potential", "target", "likely", "intend", "propose" and other similar expressions

are intended to identify forward looking statements. Forward looking statements also include indications of, and guidance on, future earnings and financial position and performance are also forward looking statements, the conduct and outcome of the Offer, the use of proceeds and the future performance of Pearl Global.

Nothing in this Presentation is a promise or representation as to the future. Forward looking statements are provided as a general 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 statement and any projections and assumptions on which these statements are based. These statements may assume the success of Pearl Global's business strategies. The success of any of those strategies will be realised in the period for which the forward looking statement may have been prepared or otherwise. You are cautioned not to place undue reliance on forward looking statements and except as required by law or regulation, and none of Pearl Global or its Affiliates assumes any obligation to update those forward looking statements.

No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Presentation. The forward looking statements are based on information available to Pearl Global as at the date of this Presentation. Except as required by law or regulation (including the ASX Listing Rules), none of Pearl Global or its Affiliates undertakes any obligation to provide any additional or updated information whether as a result of a change in expectations or assumptions, new information, future events or results or otherwise. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements.

Investors are strongly cautioned not to place undue reliance on forward looking statements, particularly in light of the current economic climate and the significant volatility, uncertainly and disruption caused by the Covid-19 pandemic.

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Important Notice and Disclaimer, cont.

For personal use only

Investment risk

An investment in Pearl Global shares is subject to known and unknown risks, some of which are beyond the control of Pearl Global and its directors, including possible loss of income ad principal invested. Neither Pearl Global nor any of its Affiliates guarantees any particular rate of return or the performance of Pearl Global, nor do they guarantee any particular tax treatment. You should have regard to the risk factors outlined in this Presentation when making your investment decision.​ You should carefully consider these factors in light of your investment objectives, financial situation and particular needs (including financial and taxation issues) and seek professional advice from your stockbroker, solicitor, accountant, financial adviser, tax adviser or other independent professional adviser before deciding whether to invest in Pearl Global shares. Cooling off rights do not apply to the acquisition of New Shares.

Financial Data

Unless otherwise stated, all dollar values in this Presentation are millions of Australian dollars (A$ million) unless otherwise stated.

Recipients should note that this Presentation contains pro-forma financial information. Such pro-forma financial information has been prepared by the Company on an unaudited and unreviewed basis. This Presentation also contains forecast projected revenues and costs for FY22 and estimated annual EBITDA for FY22 and beyond. Such forecast financial information has been prepared by the Company on an unaudited and unreviewed basis. The forecast financial information are forward looking statements that are based on an assessment of present economic and operating conditions and on a number of best estimate assumptions regarding future events and actions that, at the date of this Presentation, are anticipated to take place. The Company may not achieve its forecast financial information as a result of factors, both known and unknown, including (but not limited to) one or a combination of the risks outlined in this Presentation.

A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation.

Disclaimer

To the maximum extent permitted by law, each of Pearl Global, the Pearl Global Group, the Lead Manager, and their respective Affiliates exclude and expressly disclaim:

1. all duty and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any expenses, losses damage or costs (whether foreseeable or not) incurred by you as a result of your participation in, or failure to participate in, the Offer or the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise;
2. any obligations or undertaking to release any updates or revisions to the information in this Presentation to reflect any change in expectations or assumptions; and
3. all liabilities in respect of, and make no representation or warranty, express or implied as to the fairness, currency, accuracy, reliability or completeness of information in this Presentation or any constituent or associated presentation, information or material, or the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns (or any event or results expressed or implied in any forward looking statement) contained in, implied by, the information in this Presentation or any part of it, or that this Presentation contains all material information about Pearl Global or which a prospective investor or purchaser may require in evaluating a possible investment in Pearl Global or acquisition of securities in Pearl Global.

Other information

Photographs, logos and diagrams used in this Presentation that do not have descriptions are for illustration only and should not be interpreted to mean that any person shown in them endorses this Presentation or its contents or that the assets shown in them are owned by Pearl Global. Diagrams used in this Presentation are illustrative only and may not be drawn to scale.

General

Statements made in this Presentation are made only as at the date of this Presentation. The information in this Presentation remains subject to change without notice. Pearl Global may in its absolute discretion, but without being under any obligation to do so (unless required by law), update or supplement this Presentation. Any further information will be provided subject to the terms and conditions contained in this Important Notice and Disclaimer. Pearl Global reserves the right to withdraw the Offer, or vary the timetable for the Offer, without notice.

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Executive Summary

PEARL GLOBAL LIMTED ABN: 90 118 710 508

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personal•

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For•

Pearl Global collects and processes end of life tyres using wholly owned, globally unique, proprietary technology.

Pearl Global's solution is addressing a global issue of increasing tyre waste with more than 460,000 tonnes p.a.1 of end of life tyres needing to be disposed of in Australia alone.

Changing consumer sentiment and increasing regulatory intervention is requiring more sustainable solutions to Australia's waste tyre problem. The export of whole passenger tyres has been banned2 from 1 December 2021.

The business has recently been re-set with the appointment of a new Chair and CEO3, setting the business up for success, with a clear path to commercial viability and sustainability based on expected improved operating performance.

Expected improvements in operational performance will set the company up for materially better financial outcomes.

• Capital raising of approximately $5m will support growth and improvement initiatives. A portion of funding is allocated to evaluate expansion from its base in Stapylton, South East Queensland.

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1. Source: Used Tyres Supply Chain and Fate Analysis, Tyre Stewardship Australia, June 2020

2. Recycling and Waste Reduction Act 2020

3. Commencing February 2022