Atcor Medical : Share Purchase Plan Offer

Essential for hypertension management

5 September 2017 Dear Shareholder

AtCor Medical Holdings Limited - Share Purchase Plan Offer

Following the announcement on 8 August 2017 of the successful placement of 33,000,000 shares with institutional and sophisticated investors (Placement) to raise $825,000, the Board of Directors of AtCor Medical Holdings Limited (Company) is pleased to give eligible shareholders the opportunity to participate in the 2017 share purchase plan (SPP), as announced to the market on Tuesday 29 August 2017.

The SPP will give eligible shareholders the opportunity to each apply for up to $15,000 worth of ordinary shares. All Company directors who are eligible to participate (the 3 directors who are resident in Australia) intend to take part in the SPP.

The funds will be used to provide additional working capital to support the key initiatives outlined in the company's strategic review update announced on 2 August 2017. These include an increased focus on advancing strategic options and securing new sales; restructuring operations to maximise profitability; and working to realise new revenue streams, in both the high-end consumer and prescription based markets.

Key terms of the SPP

The issue price is $0.027 per share (Issue Price). Applications can only be made for parcels of shares in the amounts specified in the enclosed terms and conditions. The minimum value of an application is

$2,000 in order to maximise the opportunity for all shareholders to participate. The maximum value is

$15,000 (including where shareholders receive more than one offer or hold shares jointly or through a custodian, nominee or trustee).

The closing date for the SPP is 5.00pm (AEST) Monday, 18 September 2017 (Closing Date) which may be brought forward if the SPP is oversubscribed. The Company intends to raise $500,000 under the SPP, however if applications under the SPP exceed $750,000, the Company will scale back allocations for all applications equally on a pro-rata basis.

Further details of the SPP can be found in the enclosed terms and conditions.

Key Dates

Event	Date
SPP Record Date (5.00 pm AEST)	7.00pm (AEST) Monday, 28 August 2017
Announcement of SPP	Tuesday, 29 August 2017
SPP opening date	Tuesday 5 September 2017
SPP offer closes (unless fully subscribed earlier)	5.00pm (AEST) Monday, 18 September 2017
Issue of shares under SPP	Monday, 25 September 2017
Expected date for commencement of trading of SPP shares	Tuesday, 26 September 2017
Dispatch of Holding Statements	Tuesday, 26 September 2017

ACG reserves the right to vary the Key Dates for the SPP, including the Closing Date.

Applications

Participation in the SPP is entirely optional. You should read the terms and conditions and consider seeking independent legal, financial and taxation advice before making a decision to apply.

Due to the application of foreign securities laws, the SPP is only open to shareholders with registered addresses in Australia and New Zealand.

If you are an Eligible Shareholder and decide to make an application, please:

1. return your Application Form, together with a cheque; or

2. pay directly by BPAY®on the internet or by telephone (for Australian shareholders only).

Applications must be received by 5.00pm AEST time on Monday, 18 September 2017 (unless the SPP Offer is closed earlier). Please ensure that your application monies are equal to the amount of the parcel of shares you are applying for.

If you are a custodian please note the additional certification requirements in the terms and conditions.

Yours sincerely

AtCor Medical Holdings Limited

Donal O'Dwyer

Chairman

INVITATION TO PARTICIPATE IN 2017 SHARE PURCHASE PLAN

ATCOR MEDICAL HOLDINGS LIMITED

TERMS AND CONDITIONS OF THE 2017 SHARE PURCHASE PLAN OFFER

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS YOU WILL BE BOUND BY THEM IN PARTICIPATING IN THE SPP OFFER. SHAREHOLDERS ACCEPTING THE SPP OFFER WILL ALSO BE BOUND BY THE CONSTITUTION OF ATCOR MEDICAL HOLDINGS LIMITED.

Eligible shareholders have the opportunity to participate in the Share Purchase Plan offer (SPP Offer) by applying for up to $15,000 of fully paid ordinary shares (SPP Shares) in AtCor Medical Holdings Limited (ACG) without incurring brokerage. Details of the SPP Offer and how to participate are set out in this document.

SPP Shares issued under the SPP Offer will be issued on Monday 25 September 2017. The SPP Shares will rank equally with existing fully paid ACG ordinary shares, and carry the same voting rights, dividend rights and other entitlements.

The Company intends to raise $500,000, with a maximum of $750,000 to be raised under the SPP Offer and the SPP Offer may be closed early when this amount has been raised.

The SPP Offer to each eligible shareholder (whether you are a custodian or you hold ACG shares on your own account) is made on the same terms and conditions.

All amounts are in Australian dollars. IMPORTANT NOTICE

By applying to participate in the SPP Offer, you accept the risk that the market price of ACG shares may change between the Offer Date or date on which you apply and the Allotment Date. It may be possible that, up to or after the Allotment Date, you may be able to buy ACG shares at a lower price than the price you pay under the SPP Offer. This document does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs. You are encouraged to consider seeking professional legal, financial and taxation advice regarding your participation in the SPP Offer.

AtCor Medical Holdings Limited - Share Purchase Plan August 2017

1. WHO CAN PARTICIPATE?

   You are eligible to apply for Shares under the SPP (Eligible Shareholder) if you

2. are recorded in the Company's register of members at 5:00pm on the Record Date (7.00pm, Monday 28 August 2017); and

3. you have an address (as recorded in ACG's register of members) in Australia or New Zealand.

   If you are the registered holder of a holding of ACG shares, and you receive more than one offer under the SPP Offer (for example, due to multiple registered holdings), you may only apply for up to a maximum aggregate amount of $15,000 of SPP Shares.

4. JOINT HOLDERS AND CUSTODIANS

   If you are recorded with one or more other persons as the joint holder of a holding of ACG shares, that joint holding is considered to be a single registered holding for the purpose of the SPP Offer and declarations or acknowledgements given by a joint holder are taken to have been given by all joint holders. Joint holders are only entitled to participate in the SPP Offer in respect of that single holding. If the same joint holders receive more than one offer under the SPP Offer due to multiple identical holdings, the joint holders may only apply for a maximum amount of $15,000 of SPP Shares.

   If you hold ACG shares as a custodian (as defined in the Australian Securities and Investments Commission (ASIC) Class Order 09/425) for one or more Beneficiaries (defined below), the SPP Offer is made to the custodian and, subject to meeting a number of conditions, the custodian has the discretion to extend the SPP Offer to the Beneficiaries. The custodian may apply for up to a maximum amount of $15,000 of SPP Shares for each Beneficiary, however, ACG will not allocate SPP Shares unless the custodian certifies the matters set out in paragraph 9 of ASIC Class Order 09/425 in a certificate (Custodian Certificate) which it will need to provide to ACG's registry, Link Market Services Limited (Link Market Services).

   A Beneficiary is a person who resides in Australia or New Zealand for whom a custodian (being an Eligible Shareholder) held ACG shares on behalf of on the Record Date.

5. OFFER PRICE

   The Offer price under the SPP is $0.027 per share, representing an 18% discount to the 5-day VWAP as at the Record Date.

   The market price of the Shares on the ASX may rise and fall between the SPP opening date, the Closing Date and the date when ACG allots the Shares to you under the SPP. This means that the price you pay under the SPP offer may exceed the price at which Shares are trading on the ASX at the time the Shares are allotted to you under the SPP. Accordingly, you should seek your own financial advice in relation to this SPP offer and your participation in the SPP.

   By applying for SPP Shares under the SPP Offer, you agree to pay the Issue Price per SPP Share for the number of SPP Shares that are allocated to you in accordance with these terms and conditions.

6. OPTIONAL PARTICIPATION

Participation in the SPP Offer is entirely optional (subject to the eligibility criteria set out in this document). The SPP Offer is not a recommendation. If you are in any doubt about the SPP Offer, whether you should participate in the SPP Offer or how participation will affect you, you should consider seeking professional legal, financial and taxation advice before making a decision as to whether or not to accept this offer.