Noumi : Appendix 3B - Tranche B Notes

This appendix is available as an online form

Only use this form if the online version is not available

+Rule 3.10.3

E Appendix 3B

Proposed issue of +securities

For personal use only

Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are proposing to issue a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. For offers where the +securities proposed to be issued are in an existing class of security, and the event timetable includes rights (or entitlement for non-renounceable issues), and deferred settlement trading or a representation of such, ASX requires the issuer to advise ASX of the ISIN code for the rights (or entitlement), and deferred settlement trading. This code will be different to the existing class. If the securities do not rank equally with the existing class, the same ISIN code will be used for that security to continue to be quoted while it does not rank.

Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

+ See chapter 19 for defined terms

5 June 2021

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This appendix is available as an online form

Part 1 - Entity and announcement details

For personal use only

Question no	Question	Answer
1.1	*Name of entity We (the entity here named) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).	Noumi Limited
1.2	*Registration type and number Please supply your ABN, ARSN, ARBN, ACN or another registration type and number (if you supply another registration type, please specify both the type of registration and the registration number).	ACN 002 814 235
1.3	*ASX issuer code	NOU
1.4	*This announcement is Tick whichever is applicable.	☐ A new announcement ☒ An update/amendment to a previous announcement ☐ A cancellation of a previous announcement
1.4a	*Reason for update Answer this question if your response to Q 1.4 is "An update/amendment to previous announcement". A reason must be provided for an update.	The Company has obtained shareholder approval under Listing Rule 7.1 in respect of the issuance of Tranche B Notes. As shareholder approval was obtained, no Tranche B Notes will be issued using the Company's existing placement capacity.

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This appendix is available as an online form

For personal use only

1.4b	*Date of previous announcement(s) to this update Answer this question if your response to Q 1.4 is "An update/amendment to previous announcement".	25 February 2022
1.4c	*Reason for cancellation Answer this question if your response to Q 1.4 is "A cancellation of previous announcement".	N/A
1.4d	*Date of previous announcement(s) to this cancellation Answer this question if your response to Q 1.4 is "A cancellation of previous announcement".	N/A
1.5	*Date of this announcement	11 April 2022
1.6	*The proposed issue is: Note: You can select more than one type of issue (e.g. an offer of securities under a securities purchase plan and a placement, however ASX may restrict certain events from being announced concurrently). Please contact your ASX listings compliance adviser if you are unsure.	☐ A +bonus issue (complete Parts 2 and 8) ☐ A standard +pro rata issue (non-renounceable or renounceable) (complete Q1.6a and Parts 3 and 8) ☐ An accelerated offer (complete Q1.6b and Parts 3 and 8) ☐ An offer of +securities under a +securities purchase plan (complete Parts 4 and 8) ☒ A non-+pro rata offer of +securities under a +disclosure document or +PDS (complete Parts 5 and 8) ☐ A non-+pro rata offer to wholesale investors under an information memorandum (complete Parts 6 and 8) ☐ A placement or other type of issue (complete Parts 7 and 8)
1.6a	*The proposed standard +pro rata issue is: Answer this question if your response to Q1.6 is "A standard pro rata issue (non-renounceable or renounceable)." Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further.	☐ Non-renounceable ☐ Renounceable
1.6b	*The proposed accelerated offer is: Answer this question if your response to Q1.6 is "An accelerated offer" Select one item from the list An issuer whose securities are currently suspended from trading cannot proceed with an entitlement offer that allows rights trading. If your securities are currently suspended, please consult your ASX listings compliance adviser before proceeding further.	☐ Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO) ☐ Accelerated renounceable entitlement offer (commonly known as an AREO) ☐ Simultaneous accelerated renounceable entitlement offer (commonly known as a SAREO) ☐ Accelerated renounceable entitlement offer with dual book-build structure (commonly known as a RAPIDS) ☐ Accelerated renounceable entitlement offer with retail rights trading (commonly known as a PAITREO)

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This appendix is available as an online form

Part 5 - Details of proposed non-pro rata offer under a +disclosure document or +PDS

If your response to Q1.6 is "A non-pro rata offer of securities under a disclosure document or PDS", please complete Parts 5A - 5F and the details of the securities proposed to be issued in Part 8.

For personal use only

Question No.	Question	Answer
5A.1	*Do any external approvals need to be obtained or other conditions satisfied before the non-pro rata offer of +securities under a +disclosure document or + PDS can proceed on an unconditional basis? For example, this could include: • +Security holder approval • Court approval • Lodgement of court order with +ASIC • ACCC approval • FIRB approval Disregard any approvals that have already been obtained or conditions that have already been satisfied.	Yes
5A.1a	Conditions Answer these questions if your response to 5A.1 is "Yes".
*Approval/ condition Type Select the applicable approval/condition from the list (ignore those that are not applicable). More than one approval/condition can be selected.	*Date for determination The 'date for determination' is the date that you expect to know if the approval is given or condition is satisfied (for example, the date of the security holder meeting in the case of security holder approval or the date of the court hearing in the case of court approval).	*Is the date estimated or actual?	**Approval received/ condition met? Please respond "Yes" or "No". Only answer this question when you know the outcome of the approval.	Comments
+Security holder approval	8 April 2022	Actual	Yes	On 8 April 2022, the Company held an extraordinary general meeting at which its shareholders approved the issuance and conversion of up to 27.2 million Tranche B Notes for the purposes of ASX Listing Rule 7.1. No further shareholder approvals are required. As a result of shareholder approval being obtained, the Tranche B Notes are capable of being equity settled on conversion.
Court approval

Part 5A - Proposed non-pro rata offer under a +disclosure document or +PDS - conditions

+ See chapter 19 for defined terms

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This appendix is available as an online form

For personal use only

Question No.	Question	Answer
5B.1	*Class of +securities to be offered under the +disclosure document or +PDS (please enter both the ASX security code & description)	Unlisted, subordinated and secured convertible notes (Tranche B Notes).
5B.2	*The number of +securities to be offered under the +disclosure document or +PDS If the number of securities proposed to be issued is based on a formula linked to a variable (for example, VWAP or an exchange rate or interest rate), include the number of securities based on the variable as at the date the Appendix 3B is lodged with ASX and add a note in the "Any other information the entity wishes to provide about the proposed offer" field at the end of this form making it clear that this number is based on the variable as at the date of the Appendix 3B and that it may change.	Up to 27.2 million Tranche B Notes
5B.3	*Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)?	Yes
5B.3a	*Describe the minimum subscription condition Answer this question if your response to Q5B.3 is "Yes".	$26.4 million comprising $26 million to redeem the face value of the Loan Notes plus accrued interest on those Loan Notes.
5B.4	*Will the entity be entitled to accept over-subscriptions?	No
5B.4a	*Provide details of the number or value of over-subscriptions that the entity may accept Answer this question if your response to Q5B.4 is "Yes".	N/A
5B.5	*Will individual investors be required to accept the offer for a minimum number or value of +securities (i.e. a minimum acceptance condition)?	No
5B.5a	*Describe the minimum acceptance condition Answer this question if your response to Q5B.5 is "Yes".	N/A

Lodgement of court order with +ASIC

ACCC approval

FIRB approval

Other (please specify in comment section)

Part 5B - Proposed non-pro rata offer under a +disclosure document or +PDS - offer details

+ See chapter 19 for defined terms

5 June 2021

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