Integral Diagnostics : Retail Entitlement Offer Booklet

For personal use only

T | [phone]

E | [e-mail]

Suite 9.02, Level 9,

45 William Street

Melbourne Vic 3000

www.integraldiagnostics.com.au

ASX & MEDIA RELEASE

Retail Offer Booklet

Not for release or distribution in the United States

1 March 2022, Melbourne

Integral Diagnostics Limited (ASX:IDX) advises that, in respect of its 1 for 7.75 pro rata accelerated non-renounceable entitlement offer ("Entitlement Offer") of new shares in IDX

("New Shares") announced on Wednesday, 23 February 2022, the retail component of the

Entitlement Offer ("Retail Entitlement Offer") opens today.

Attached is a copy of the booklet in respect of the Retail Entitlement Offer ("Retail Offer Booklet") and a copy of the Retail Offer Open Letter (as defined below).

IDX also advises that it will today complete distribution of the following documents:

1. to Eligible Retail Shareholders (as defined in the Retail Offer Booklet) of IDX who have a registered address in Australia and New Zealand and who have nominated to receive documents from IDX by electronic means, the Retail Offer Booklet and personalised entitlement and acceptance form by such electronic means; and
2. to any other Eligible Retail Shareholders of IDX who have a registered address in Australia and New Zealand, a letter notifying them of the Retail Entitlement Offer and providing instructions on how to participate in the Retail Entitlement Offer ("Retail Offer Open Letter").

Retail Entitlement Offer

The Retail Entitlement Offer opens today, Tuesday, 1 March 2022 and is expected to close at 5.00pm (Melbourne time) on Monday, 14 March 2022.

Eligible Retail Shareholders should carefully read the Retail Offer Booklet for further details about the Retail Entitlement Offer.

If you have any questions regarding the Entitlement Offer, please contact the IDX Offer Information Line on 1300 850 505 (within Australia) or [phone] (outside Australia) between 8.30am and 5.00pm (Melbourne time) on Monday to Friday, before the Retail Entitlement Offer closes. If you have any further questions, you should contact your stockbroker, solicitor, accountant or other professional adviser.

For further details contact

Integral Diagnostics

Kirsty Lally

M: 0402 094 569

Authorised for lodgement by the Managing Director and CEO, Dr Ian Kadish

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About IDX:

Integral Diagnostics (IDX) is a leading provider of medical imaging services across Australia and New Zealand. The Company provides state of the art diagnostic services to patients and their referrers at 71 radiology clinics, including 29 comprehensive sites. IDX employs some of Australasia's leading radiologists and nuclear medicine specialists in a unique medical leadership model that ensures quality patient care, service and access. Good medicine is good business. For more information, please visit www.integraldiagnostics.com.au/.

Important Notice

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

This announcement is not financial product advice and has not taken into account your objectives, financial situation or needs. This announcement has been prepared for release in Australia. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or in any jurisdiction in which such an offer would be illegal. The New Shares have not been, nor will be, registered under the U.S. Securities Act of 1933 (the "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, directly or indirectly, to any person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws.

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IDX

MR SAM SAMPLE FLAT 123

123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

SRN WITHHELD DEC

Tuesday, 1 March 2022

Dear Shareholder,

INTEGRAL DIAGNOSTICS $90 MILLION FULLY UNDERWRITTEN ACCELERATED NON-RENOUNCEABLE ENTITLEMENT OFFER - RETAIL ENTITLEMENT OFFER NOW OPEN

On Wednesday, 23 February 2022, Integral Diagnostics Limited (ABN 55 130 832 816) (IDX or the Company) announced a fully underwritten 1 for 7.75 pro rata accelerated non-renounceable entitlement offer to raise approximately $90 million (Entitlement Offer).

Proceeds received from the Entitlement Offer will be used to fund the cash consideration payable for the acquisition of Peloton Radiology (Acquisition) and associated transaction costs and will also provide additional balance sheet flexibility to support investment in identified bolt-on M&A opportunities that are aligned to IDX's strategy. More detail is provided in IDX's Acquisition and Entitlement Offer investor presentation lodged with the Australian Securities Exchange (ASX) on Wednesday, 23 February 2022.

Details of the Entitlement Offer

The Entitlement Offer comprises an institutional entitlement offer (Institutional Entitlement Offer) and an offer to Eligible Retail Shareholders (as defined below) to participate on the same terms (Retail Entitlement Offer).

The Entitlement Offer is being made by IDX without a prospectus or other disclosure document in accordance with section 708AA of the Corporations Act 2001 (Cth) (Corporations Act) (as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84), meaning that no prospectus or other disclosure document needs to be prepared.

The Institutional Entitlement Offer was conducted on Wednesday, 23 February 2022 and Thursday, 24 February 2022 and was successfully completed. Further details of the results of the Institutional Entitlement Offer are set out in the ASX announcement released on Friday, 25 February 2022.

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As an Eligible Retail Shareholder, you are able to subscribe for 1 New Share for every 7.75 existing IDX fully paid ordinary shares (Shares) held on the record date at 7.00pm (Melbourne time) on Friday, 25 February 2022 (Record Date) (Entitlement). New fully paid ordinary shares in the Company (New Shares) to be issued under the Entitlement Offer will have an offer price of $3.44 (Offer Price) per New Share.

New Shares issued under the Entitlement Offer will rank equally with existing Shares on issue. New Shares issued under the Entitlement Offer will not be eligible for the interim dividend on $0.04 per share related to the half year ended 31 December 2021. Fractional Entitlements will be rounded up to the nearest whole number of shares.

This letter is to notify you that the Retail Entitlement Offer is now open and provide you with instructions as to how to obtain a copy of the Retail Offer Booklet and your personalised Entitlement and Acceptance Form.

How to obtain a copy of the Retail Offer Booklet and your personalised Entitlement and Acceptance Form

The Retail Offer Booklet and your personalised Entitlement and Acceptance Form are available to view online at https://idxoffer.thereachagency.com. To access this website, Eligible Retail Shareholders will need their SRN or HIN, which is displayed at the top of this letter.

The Retail Offer Booklet and personalised Entitlement and Acceptance Form will not be posted to Eligible Retail Shareholders. You can request a paper copy of the Retail Offer Booklet and your personalised Entitlement and Acceptance Form by contacting the IDX Offer Information Line on 1300 850 505 (within Australia) or [phone] (outside Australia) between 8.30am and 5.00pm (Melbourne time) on Monday to Friday during the Retail Entitlement Offer period.

The Retail Entitlement Offer is scheduled to close at 5.00pm (Melbourne time) on Monday, 14 March 2022. Payment must be received before this time.

You should read the Retail Offer Booklet carefully and in its entirety before deciding whether to participate in the Retail Entitlement Offer.

Eligible Retail Shareholders

Eligible Retail Shareholders are those persons who:

• are registered as holders of existing Shares in IDX as at 7.00pm (Melbourne time) on Friday, 25 February 2022 (being the Record Date);
• as at the Record Date, have a registered address on the IDX share register in Australia or New Zealand;
• are not in the United States and are not a person (including nominees or custodians) acting for the account or benefit of a person in the United States (to the extent such person holds shares for the account or benefit of such person in the United States);
• were not invited to participate in the Institutional Entitlement Offer and were not treated as ineligible institutional securityholders under the Institutional Entitlement Offer; and
• are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

Shareholders who are not Eligible Retail Shareholders are ineligible retail shareholders and are consequently unable to participate in the Retail Entitlement Offer.

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Notwithstanding the above, IDX may (in its absolute discretion) agree to extend the Retail Entitlement Offer to certain institutional shareholders in foreign jurisdictions who did not participate in the Institutional Entitlement Offer, subject to compliance with applicable laws.

Action required by Eligible Retail Shareholders

If you are an Eligible Retail Shareholder you may take one of the following actions:

1. Take up all of your Entitlement and also apply for additional New Shares under the Oversubscription Facility
   If you wish to take up all of your Entitlement, you are encouraged to make payment via BPAY® or, if you are New Zealand shareholder and unable to pay via BPAY®, via electronic funds transfer (EFT) by following the instructions set out on the personalised Entitlement and Acceptance Form available online at https://idxoffer.thereachagency.com. Payment is due by no later than 5.00pm (Melbourne time) on Monday, 14 March 2022.
   Eligible Retail Shareholders who are not able to pay via BPAY® or EFT should contact the IDX Offer Information Line on 1300 850 505 (within Australia) or [phone] (outside Australia) for alternative payment options.
   If you apply to take up all of your Entitlement, you may also apply for additional New Shares under the Oversubscription Facility. Any Application Monies received for more than your full Entitlement of New Shares will be treated as applying for as many additional New Shares as it will pay for in full, up to an additional 50% of your Entitlement.
2. Take up all of your Entitlement but not apply for additional New Shares under the Oversubscription Facility
   If you wish to take up all of your Entitlement, you are encouraged to make payment via BPAY® or, if you are a New Zealand shareholder and unable to pay via BPAY®, via EFT by following the instructions set out on the personalised Entitlement and Acceptance Form available online at https://idxoffer.thereachagency.com. Payment is due by no later than 5.00pm (Melbourne time) on Monday, 14 March 2022.
   Eligible Retail Shareholders who are not able to pay through BPAY® or EFT should contact the IDX Offer Information Line on 1300 850 505 (within Australia) or [phone] (outside Australia) for alternative payment options.
3. Take up part of your Entitlement and allow the balance to lapse
   If you wish to take up part of your Entitlement, you are encouraged to make payment via BPAY® or, if you are New Zealand shareholder and unable to pay via BPAY®, via EFT by following the instructions set out on the personalised Entitlement and Acceptance Form accessed online at https://idxoffer.thereachagency.com. Payment is due by no later than 5.00pm (Melbourne time) on Monday, 14 March 2022.

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