Orcoda : Share Purchase Plan & Letter

Orcoda Limited

Unit 305, 434 St Kilda Road, Melbourne, Vic, 3004 Australia

Tel [phone]www.orcoda.com

THIS IS AN IMPORTANT DOCUMENT AND SHOULD BE READ IN ITS ENTIRETY

8 April 2022

Dear Shareholder,

The Directors of Orcoda Limited ACN 009 065 650 (ODA or the Company) would like to invite you to participate in ODA's Share Purchase Plan (SPP).

Summary of the SPP

The SPP provides shareholders on the Company's register at the Record Date with an opportunity to subscribe for up to $30,000 in new shares at $0.12 cents per share in ODA which is the same price that the recent placement of $700,000 was done to sophisticated investors and a 25% discount to the VWAP over the last 6 months (see VWAP calculation below) and a 22.58% discount to the closing price on 1st April 2022. The Board has structured the SPP to encourage our loyal, smaller shareholders to apply and increase their shareholding in ODA to ensure they have marketable parcels.

Only shareholders of ODA with a registered address in Australia and New Zealand who are on the share register as of 5 pm (Perth time) on 5 April 2022 (Record Date) are afforded the opportunity to participate in the SPP. Shareholders not registered as of the Record Date will not receive an offer under the SPP. The rights of shareholders eligible to participate under this SPP are not transferable.

The Company proposes a maximum raising of $1,300,000 under the SPP.

You can find more information regarding this offer and can view and download a copy of the SPP Offer Booklet athttps://spp.orcoda.com.

The proposed use of the funds raised under the SPP is as follows:

• • Purchasing vehicles to service new Health Care division contract

• • Investments in the business; and

• • General working capital.

The Board is excited about the next phase of growth for the company as we move to scale our patented software and platforms to drive efficiencies for our customers and our in-house industry divisions. Following this capital raise, Orcoda will be in a strong position to expand service capacity across all divisions, in addition to continued investment in our industry-leading technologies and next-generation smart poles.

Period	High	Low	Volume Average (VWAP)Weighted Price
6 months	$0.195	$0.120	$0.160

1. Terms of the SPP

• 1.1. The terms and conditions of the SPP are outlined in the enclosed document. By making an application to purchase Shares under the SPP, you will have agreed to be bound by those terms and conditions. The right to participate in this offer under the SPP is available exclusively to persons who were registered as holders of fully paid ordinary shares in ODA at 5 pm (Perth time) on the Record Date and whose registered address is in Australia or New Zealand. Shareholders not registered as of this date or who do not have a registered address in Australia or New Zealand will not receive an offer under this SPP.

• 1.2. Eligible Shareholders are entitled to apply for a maximum of $30,000 of Shares, at the Subscription Price per Share, under the SPP.

• 1.3. You may apply only for Shares in one of the following amounts:

  In response to the Offer, Eligible Shareholders wishing to apply for Shares under the SPP may apply for either in the following tranches.

Amount ($)	Shares
$1,000	8,333
$2,000	16,666
$5,000	41,666
$10,000	83,333
$15,000	125,000
$20,000	166,666
$25,000	208,333
$30,000	250,000

To enable you to properly consider the offer under the SPP, the trading price of ODA's shares on the

ASX over the period commencing on 30 September 2021 and ending on 30 March 2022 is set out below:

At the time of the issue of the Shares, the prices of ODA's shares trading on the ASX may be higher or lower than the Subscription Price.

Participation in the SPP is entirely at your discretion but the SPP is non-renounceable which means you cannot transfer your right to subscribe for Shares under the SPP to anyone else.

The Board has noted requests by Shareholders at General Meetings to be provided with the option to participate through an SPP or rights plan. As the Subscription Price of Shares under this SPP is so favourable, the Directors believe that this is an appropriate time for the SPP to be offered to Shareholders. The Directors are each Eligible Shareholders and intend to apply for Shares under the SPP as follows.

Director	Title	Subscription	Shares
Geoffrey Jamieson	Managing Director Executive Director &	$30,000	250,000
Nicholas Johansen	Non-Executive Chairman	$10,000	83,333
Brendan Mason	Non-Executive Director	$5,000	41,666
Stephen Pronk	Non-Executive Director	$30,000	250,000

The application period will close at 5.00 pm (Perth time) on 29 April 2022. Therefore, if you wish to apply for any Shares under the SPP, you should follow the instructions outlined in the attached

Application Form, so payment is received at our Share Registrar by that date in cleared funds. Payment may be made by bank draft or BPAY® or if you do not have access to BPAY by Electronic Funds Transfer (EFT).

It is proposed that the following timetable applies in respect of the SPP:

Event	Date
Record Date of the SPP (5.00 pm Perth time)	5 April 2022
Opening Date of the SPP	8 April 2022
Closing Date of the SPP	29 April 2022
Announcement of results	2 May 2022
Issue and Allotment of Shares under the SPP	3 May 2022
Quotation of Shares under the SPP	4 May 2022

The above timetable is indicative only. ODA reserves the right to vary any of the key dates above, including the Closing Date and the Issue Date, without further notice.

The Plan offer is made in accordance with ASIC Class Order 09/425 and therefore does not require a prospectus for the purposes of Chapter 6D of the Corporations Act.

If you are a "custodian" you may be required to submit a custodian certificate in order to participate on behalf of any beneficiaries. Further details in this regard are set out in the SPP Terms and Conditions.

For further information contact:

ODA SPP Information Line

Offer Information Line on 1300 855 080 (within Australia) or [phone] (outside Australia) between 8.30am and 5.00pm (Perth time) on Monday to Friday

How to obtain a copy of the SPP Booklet and your personalised Application Form

• 1. ONLINE The SPP Booklet and your personalised Application Form are available to view online athttps://spp.orcoda.com.

• 2. To access this website you will need your SRN or HIN, which is displayed at the top of the letter you will receive.

3.

PAPER You can request a paper copy of the SPP Booklet and your personalised Application Form by contacting the Offer Information Line on 1300 855 080 (within Australia) or [phone] (outside Australia) between 8.30am and 5.00pm (Perth time) on Monday to Friday.

Yours sincerely

Geoffrey Jamieson Managing Director Orcoda Limited

Terms and Conditions of the Share Purchase Plan dated 8 April 2022

WARNING

Shareholders in New Zealand

No action has been taken to permit the offer of new shares under this document in any jurisdiction other than Australia and New Zealand to the extent described below.

The new shares the subject of this Offer are not being offered to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand to whom the offer of these securities is being made in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016).

This document has not been registered, filed with or approved by any New Zealand regulatory authority. This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

Generally

The contents of this document have not been reviewed by any regulatory authority in any jurisdiction. Please read this document carefully before you make a decision to invest. If you are in any doubt about the contents of this document, you should obtain independent professional advice.

Eligible Shareholders who are not residents of Australia are responsible for obtaining all necessary approvals so they may legally apply for new shares and should refer to clause 10 of the Terms and Conditions for further details.

1. Definitions

In this SPP, unless the context otherwise indicates:

Application Form means the application form distributed with these Terms and Conditions.

Application Amount means the total amount payable by an Eligible Shareholder who applies for Shares under the SPP based on the Subscription Price multiplied by the total number of shares applied for by that Eligible Shareholder.

ASX means the Australian Securities Exchange or ASX Limited ACN 008 624 691, as the context permits.

ASX Market means the market for trading in securities operated by ASX.

Board means the board of directors of ODA from time to time.