Rights Issue Offer Booklet

For personal use only

Rights issue offer booklet

IncentiaPay Limited

ACN 167 603 992

A 1 for 4.3 renounceable pro-rata entitlement offer of shares in IncentiaPay Limited at $0.022 per Offer Share to raise approximately $5 million

You should read this Booklet in full

This Booklet contains important information. You should read this Booklet in full and seek advice from your stockbroker, accountant or other professional adviser if you have any questions about your investment in the Company or about the impact of the transactions described in this Booklet. If you have any questions in relation to how to participate in the Entitlement Offer after reading this Booklet, please contact the Company's registry, Link Market Services Limited on 1800 847 879 (callers within Australia) or [phone] (callers outside Australia).

This Booklet does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs.

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO US PERSONS

These materials do not constitute an offer of securities for sale in the United States or to, or for the account or benefit of, "U.S. Persons" (as defined in Regulation S under the United States Securities Act of 1933 (Securities Act)) and may not be sent or disseminated in, directly or indirectly, the United States or to any "U.S. Person" in any place. Offer Shares have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States and may not be offered, sold or otherwise transferred in the United States or to, or for the benefit of, any "U.S. Person" except in compliance with the registration requirements of the Securities Act and any other applicable state securities laws or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

For personal use only

Table of Contents
Letter from the Chairman....................................................................................................	3
A.	Important information...............................................................................................	4
1	Cooling off rights .........................................................................................................	4
2	Not financial product advice........................................................................................	4
3	Presentation of general background ..........................................................................	4
4	Foreign jurisdictions....................................................................................................	4
5	Appointment of Nominee.............................................................................................	4
6	United States ................................................................................................................	5
7	New Zealand .................................................................................................................	5
8	Mauritius .......................................................................................................................	5
9	British Virgin Islands ...................................................................................................	6
10	Jersey ........................................................................................................................	6
11	United Arab Emirates ...............................................................................................	6
12	Other jurisdictions....................................................................................................	6
13	Governing law ...........................................................................................................	6
14	Future performance ..................................................................................................	6
15	Past performance .....................................................................................................	7
16	Financial data............................................................................................................	7
17	Disclaimer of representatives ..................................................................................	7
18	Taxation.....................................................................................................................	7
19	Privacy.......................................................................................................................	7
20	Trading Offer Shares ................................................................................................	7
21	Defined terms............................................................................................................	7
B.	Details of the Offer....................................................................................................	8
C.	Key dates for the Entitlement Offer*........................................................................	9
D.	How to apply ............................................................................................................	10
1	Please read the whole of this Booklet .......................................................................	10
2	Consider the Entitlement Offer in light of your particular investment objectives
and circumstances.............................................................................................................	10
3	Who is eligible to participate?....................................................................................	10
4	Your options ................................................................................................................	10
5	Top-up Facility.............................................................................................................	12
6	Application...................................................................................................................	13
7	Brokerage and stamp duty .........................................................................................	14
8	When will I receive my Offer Shares? ........................................................................	14
9	Enquiries......................................................................................................................	15
E.	Announcement and Investor Presentation................................................................	16

IncentiaPay Limited | Rights issue offer booklet

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For personal use only

F.	Additional information ................................................................................................	17
1	Quotation and trading .................................................................................................	17
2	Underwriting information............................................................................................	17
3	Ranking of Offer Shares .............................................................................................	17
4	Withdrawal ...................................................................................................................	17
5	Potential effect on control ..........................................................................................	17
6	Substantial Shareholders ...........................................................................................	17
7	No cooling off rights ...................................................................................................	18
8	Taxation .......................................................................................................................	18
G.	Glossary ...................................................................................................................	19

IncentiaPay Limited | Rights issue offer booklet

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For personal use only

Letter from the Chairman

10 November 2021

On behalf of the Directors, I am pleased to offer you the opportunity to participate in a 1 for 4.3 renounceable pro rata entitlement offer to subscribe for Offer Shares at the Issue Price as announced by IncentiaPay Limited ACN 167 603 992 (Company) to ASX on Wednesday, 10 November 2021 to raise approximately $5 million (Entitlement Offer). Proceeds of the Entitlement Offer will be used for capital investment, business development and general working capital purposes.

The Entitlement Offer is not underwritten but the Company has engaged Panthea Capital Partners Pty Ltd ABN 32 159 381 638 (AFS Representative number 1278790) (Panthea) as the manager (Manager) of the Entitlement Offer. The details of the Manager's role in the Entitlement Offer is summarised in Section F of this Booklet.

The Entitlement Offer allows Eligible Shareholders who accept their Entitlement in full to apply for additional Offer Shares at the Issue Price in excess of their Entitlement under the Top-Up Facility. Additional Shares will only be available where there is a shortfall between applications received from Eligible Shareholders and the number of Offer Shares proposed to be issued under the Entitlement Offer. If there is an over subscription for Additional Shares through the Top-Up Facility, then Eligible Shareholders will receive Additional Shares on a pro-rata basis having regard to their holdings as at the Record Date. If any shortfall remains after the allocation to Eligible Shareholders under the Top-Up Facility as provided above, the Company may issue resulting shortfall to third parties by way of a placement on the terms of the Entitlement Offer.

Participation in the Entitlement Offer is optional and open to eligible shareholders, being holders of fully paid ordinary shares in the Company at 7.00pm (Sydney time) on Monday, 15 November 2021 (Record Date) and whose address on the share register is in Australia and New Zealand. The Company, in its absolute discretion, may make the Entitlement Offer open to shareholders on the Record Date whose address is in certain overseas jurisdictions (including, without limitation, Mauritius, the British Virgin Islands, Jersey and the United Arab Emirates) on the express proviso that Offer Shares may lawfully be offered and issued in compliance with applicable laws in the relevant jurisdiction without lodgement, registration or other formality or filing with or by a government agency in the relevant jurisdiction. All Offer Shares will rank equally with existing Shares in the Company.

The terms and conditions of the Entitlement Offer and your personalised Entitlement and Acceptance Form are provided in this Booklet. I urge you to read these materials in their entirety and seek your own financial, taxation and other professional advice in relation to the Entitlement Offer before you decide whether to participate.

The Entitlement Offer opens on Thursday, 18 November 2021 and is expected to close at 5.00pm (Sydney time) on Monday, 29 November 2021.

If you have any questions in relation to how to participate in the Entitlement Offer, please contact the Registry on 1800 847 879 (callers within Australia) or [phone] (callers outside Australia) or consult your financial or other professional adviser. On behalf of the Directors, I thank you for your continued support, and invite you to consider participating in the Entitlement Offer.

Yours sincerely,

Stephen Harrison

Chairman

IncentiaPay Limited

IncentiaPay Limited | Rights issue offer booklet

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For personal use only

1. Important information

This Booklet has been prepared by IncentiaPay Limited ACN 167 603 992 (Company).

This Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. This Booklet is dated 10 November 2021 and a copy was lodged with ASX on that date.

This Booklet and the accompanying Entitlement and Acceptance Form relate to a 1 for 4.3 renounceable pro-rata entitlement offer to subscribe for Offer Shares at the Issue Price as announced by the Company to ASX on 10 November 2021 (Entitlement Offer).

The Entitlement Offer is being made pursuant to section 708AA of the Corporations Act (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84) which allows rights issues to be offered without a prospectus, provided certain conditions are satisfied.

1. Cooling off rights
   Cooling off rights do not apply to an investment in Offer Shares. You cannot, in most circumstances, withdraw your Application once it has been accepted.
2. Not financial product advice
   The information contained in this Booklet is not financial product advice, does not purport to contain all the information that you may require in evaluating a possible acquisition of Offer Shares in the Company and has been prepared without taking into account the investment objectives, financial situation or needs of you or any particular investor.
   You should conduct your own independent review, investigation and analysis of the Company and the Offer Shares which are the subject of the Entitlement Offer. You should obtain any professional advice you require to evaluate the merits and risks of an investment in the Company before making any investment decision based on your investment objectives.
3. Presentation of general background
   The Announcement attached to this Booklet includes an Investor Presentation which provides general background information and information about the Company's activities and risk factors relating to an investment in the Company current as at 10 November 2021. It is information in a summary form and does not purport to be complete. It should be read in conjunction with the
   Company's other periodic and continuous disclosure announcements available at www.asx.com.au.
4. Foreign jurisdictions
   This Booklet is being sent to all Shareholders on the share register as at the Record Date with a registered address in Australia and New Zealand. The Company, in its absolute discretion, may make the Entitlement Offer open to shareholders on the Record Date whose address is in certain overseas jurisdictions (including, without limitation, Mauritius, the British Virgin Islands, Jersey and the United Arab Emirates) on the express proviso that Offer Shares may lawfully be offered and issued in compliance with applicable laws in the relevant jurisdiction without lodgement, registration or other formality or filing with or by a government agency in the relevant jurisdiction.
   The Entitlement Offer does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer and no action has been taken to register the Offer Shares or otherwise permit a public offering of the Offer Shares in any jurisdiction other than the jurisdictions noted in the paragraph above and, in the Company's absolute discretion, and other overseas jurisdictions. Submission of an Application shall be taken by the Company to constitute a representation by you that there has been no breach of any such laws. Eligible Shareholders who are nominees, trustees or custodians are therefore advised to seek independent advice as to how to proceed. The distribution of this document outside Australia may be restricted by law.
5. Appointment of Nominee
   Pursuant to ASX Listing Rule 7.7 and section 615 of the Corporations Act, the Company has appointed a nominee, Panthea, to sell the Entitlements to which Ineligible Shareholders are

IncentiaPay Limited | Rights issue offer booklet

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