Noumi : Supplementary Prospectus - Tranche B Notes

26 April 2022

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

ASX Market Announcements

ASX Limited

Exchange Centre 20 Bridge Street Sydney NSW 2000

Supplementary Prospectus - Tranche B Notes

Noumi Limited (ASX: NOU)(the Company) refers to its previous announcements on 11 April 2022 and 19 April 2022 regarding its prospectus for the offer of up to $27.2m of unlisted, subordinated, secured convertible notes (Prospectus).

The Company advises that it has today lodged a Supplementary Prospectus with ASIC and ASX, to be read in conjunction with the Company's Prospectus dated 11 April 2022.

The Supplementary Prospectus has been prepared to:

• (a) update the indicative timetable on page 9 of the Prospectus to reflect the extended exposure period; and

• (b) attach Annexure A (Note Terms) and Annexure B (US Investor Certificate) to the Prospectus which were inadvertently omitted from the Prospectus released on 11 April 2022.

A copy of the Supplementary Prospectus accompanies this announcement.

The Company advises that the Capital Raising is now open for Eligible Noteholders and that Applications are ready to be processed on and from 9:00am (Sydney time) on 26 April 2022.

Disclaimer

Nothing contained in this announcement constitutes investment, legal, tax or other advice. You should make your own assessment and take independent professional advice in relation to the information and any action on the basis of the information.

This announcement has been prepared for publication in Australia and may not be released to US wire services or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.

Investor inquiries:	Media inquiries:
Justin Coss	Clive Mathieson
Company Secretary	Cato & Clive
Noumi Limited	[phone]
+ 612 9526 2555	[e-mail]
[e-mail]

This announcement was authorised for release by the Chair

About Noumi Ltd

Noumi (ASX: NOU) is a leading Australian FMCG company with a mission to create quality, on-trend, responsibly produced dairy and plant-based beverages, nutritional products and ingredients used across the health and fitness industries. The Company operates state-of-the-art manufacturing facilities in Victoria and NSW and produces key brands including the MILKLAB range of shelf-stable dairy and plant-based milks, Australia's Own, So Natural, Crankt, Vital Strength and PUREnFERRIN lactoferrin.https://noumi.com.au/

Noumi Limited

ACN 002 814 235

SUPPLEMENTARY PROSPECTUS

Important Notice

This Supplementary Prospectus relates to the Prospectus lodged by Noumi Limited (Company) with the Australian Securities and Investments Commission (ASIC) on Monday, 11 April 2022 in relation to a capital raising to raise up to $27.2 million through the issue of unlisted, subordinated, secured convertible notes (Prospectus).

This Supplementary Prospectus supplements, and should be read with, the Prospectus in its entirety. Words and expressions used in this Supplementary Prospectus have the meanings given to them in the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged.

This Supplementary Prospectus is dated 26 April 2022 and a copy of this Supplementary Prospectus was lodged with ASIC on that date. Neither ASIC nor ASX take any responsibility for the contents of this Supplementary Prospectus. An electronic copy of this Supplementary Prospectus may be accessed atwww.asx.com.au or www.noumi.com.au/investors/reports-results-presentations/2022/.

To the extent of any inconsistency between the Prospectus and this Supplementary Prospectus, this Supplementary Prospectus will prevail.

The Tranche B Notes are a complex investment and may be difficult to understand, even for experienced investors, and involve different risks from a simple debt or ordinary equity security. You should seek professional advice prior to making any application to invest in the Company.

The Directors believe that the circumstances disclosed in this Supplementary Prospectus are not materially adverse from the point of view of an investor.

1 Background

As announced on 20 April 2022, ASIC extended the Exposure Period for the Prospectus. Accordingly, the Company is not currently processing Applications and will not do so until the Exposure Period has ended, which is anticipated for 5:00pm (Sydney time) on 25 April 2022.

This Supplementary Prospectus has been prepared to:

• (a) update the indicative timetable on page 9 of the Prospectus; and

• (b) attach Annexure A (Note Terms) and Annexure B (US Investor Certificate) to the Prospectus which were inadvertently omitted from the Prospectus released on 11 April 2022.

This Supplementary Prospectus is intended to be read with the Company's Prospectus dated 11 April 2022

• 2 Update to indicative timetable

  In order to accommodate the extended Exposure Period, the Company has determined to replace the "Indicative timetable of key dates" on page 9 of the Prospectus with the following:

  Indicative timetable of key dates

  Key dates for the Capital Raising

  Date

  Announcement of Capital Raising	22 February 2022
  Extraordinary General Meeting of Shareholders to	8 April 2022
  approve issuance of Tranche B Notes
  Prospectus lodged with ASIC and ASX	11 April 2022
  Record Date for determining eligibility to participate in	19 April 2022
  Capital Raising
  Offer opens*	26 April 2022
  Offer closes*	3 May 2022
  Issuance of Tranche B Notes (and redemption of Loan	4 May 2022
  Notes)*

  Note: This timetable is indicative only and subject to change without notice.

  * Updated in this Supplementary Prospectus

  Eligible Noteholders should note that all additional references in the Prospectus to:

  • • the Closing Date are replaced with "5:00pm (Sydney time) on 3 May 2022";

  • • the Issue Date are replaced with "4 May 2022";

  • • the Offer Period are replaced with "5:00pm (Sydney time) on 26 April 2022 to 5:00pm (Sydney time) on 3 May 2022";

  • • the date on which Link will email an Access Code to Eligible Noteholders are replaced with "on or around 26 April 2022";

  • • the date on which payment must be made and Application Forms must be received by the Company are replaced with "5:00pm (Sydney time) on 3 May 2022"; and

  • • as to $26.4 million of the proceeds of the Capital Raising being used to redeem the Loan Notes in full including accrued interest on the Loan Notes "up to 29 April 2022" be replaced with "up to the Issue Date".

  The Company reserves the right to close the Capital Raising early or further extend the Closing Date.

• 3 Note Terms and US Investor Certificate

  Attached to this Supplementary Prospectus are:

  • • the updated Note Terms which were amended on 15 March 2022; and

  • • the US investor certificate which must be completed by Eligible Noteholders in the Untied Stated when making an Application and returned [e-mail] by no later than 5:00pm on 3 May 2022.

• 4 Company announcements

  In addition to the list of continuous disclosure announcements made by the Company to ASX since 11 April 2022, the Company adds the following items to the table on page 131 of the Prospectus:

Date	Headline
20/04/2022	Prospectus Exposure Period Extended
11/04/2022	Appendix 3B - Tranche B Notes
11/04/2022	Tranche B Notes Prospectus
11/04/2022	Tranche B Notes Capita Raising

• 5 Third party consents

  The Company confirms that as at the date of this Supplementary Prospectus, each of the parties that have been named as having consented to being named in the Prospectus have not withdrawn that consent.

• 6 Directors' consent

  In accordance with section 720 of the Corporations Act, each of the Directors of the Company has consented to the lodgement of this Supplementary Prospectus with ASIC and has not withdrawn that consent prior to lodgement.

Dated: 26 April 2022

Signed for and on behalf of the Company.

Genevieve Gregor

Chair & Non-Executive Director