FAR : Dispatch of Bidder's Statement

Allens
Deutsche Bank Place	GPO Box 50
Corner Hunter and Phillip Streets	Sydney NSW 2001 Australia
Sydney NSW 2000 Australia

1. [phone] F [phone]

www.allens.com.au

ABN 47 702 595 758

For personal use only

14 February 2022

The Manager

ASX Market Announcements Office

ASX Limited

Level 4

Exchange Centre

20 Bridge Street

Sydney NSW 2000

Dear Sir/Madam

Takeover Offer by Samuel Terry Asset Management Pty Ltd as trustee for Samuel Terry Absolute Return Active Fund in relation to FAR Limited - Notice of Dispatch of Bidder's Statement

We act for Samuel Terry Asset Management Pty Ltd (ACN 108 611 785) as trustee for Samuel Terry Absolute Return Active Fund (ABN 67 302 926 069) (STAM).

On 31 January 2022, STAM announced its intention to make an off-market takeover bid for all of the ordinary shares in FAR Limited (ACN 009 117 293) (ASX: FAR).

We enclose a notice of dispatch of takeover offers pursuant to item 8 of section 633(1) of the Corporations Act 2001 (Cth).

Yours sincerely

Charles Ashton

Partner

Allens

[e-mail]

Encl

Company Name

For personal use only

Corporations Act 2001 (Cth)

Section 633(1), Item 8

Notice of Dispatch

Samuel Terry Asset Management Pty Ltd (ACN 108 611 785) as trustee for Samuel Terry Absolute Return Active Fund (ABN 67 302 926 069) gives notice in accordance with item 8 of section 633(1) of the Corporations Act 2001 (Cth) (Corporations Act) that the bidder's statement dated 31 January 2022 (Bidder's Statement), which includes an offer dated 14 February 2022, has been sent to each person who held securities in the bid class as at 8.00am (Sydney time) on 1 February 2022 (being the date set pursuant to section 633(2) of the Corporations Act as required by item 6 of section 633(1) of the Corporations Act) (Relevant Offerees). The offers have been made on the terms set out in the Bidder's Statement.

A copy of the Bidder's Statement (which contains the offers) sent to the Relevant Offerees is attached to this notice, as required by section 633(1C) of the Corporations Act (inserted into the Corporations Act by ASIC Class Order 13/521).

Dated

February 2022

Fred Woollard

Director

For and on behalf of Samuel Terry Asset Management Pty Ltd

For personal use only

Bidder's Statement

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO HOW TO ACT, YOU SHOULD CONSULT YOUR FINANCIAL OR LEGAL ADVISER AS SOON AS POSSIBLE.

ACCEPT

the Cash Offer

by

Samuel Terry Asset Management Pty Ltd (ACN 108 611 785) as trustee for Samuel Terry Absolute Return Active Fund (ABN 67 302 926 069)

to acquire all of your shares in

FAR Limited (ACN 009 117 293)

for

A$0.45 cash per share

Please call the Offer Information Line on 1300 737 760 (toll-free within Australia) or [phone] (from outside Australia) if you require assistance.

Legal Adviser

For personal use only

Contents

Letter to FAR Shareholders

How to Accept the Offer

Summary of the Offer

Why You Should Accept the Offer

• Profile of Bidder

• Profile of FAR Group
  3 Bidder's Intentions
  4 Sources of Consideration
  5 Australian Tax Considerations
  6 Other Material Information
  7 Offer Terms
  8 Definitions and Interpretation
  9 Approval of Bidder's Statement

Additional Information

Annexure

Important information

This Bidder's Statement is given by Samuel Terry Asset Management Pty Ltd (ACN 108 611 785) as trustee for Samuel Terry Absolute Return Active Fund (ABN 67 302 926 069), to FAR Limited under Part 6.5 of the Corporations Act and relates to the Offer.

You should read this Bidder's Statement in its entirety.

This Bidder's Statement is dated 31 January 2022 and includes an Offer dated 14 February 2022 in section 7.

A copy of this Bidder's Statement was lodged with ASIC on

31 January 2022. Neither ASIC nor any of its officers takes any responsibility for the contents of this Bidder's Statement.

Investment advice

This Bidder's Statement does not take into account your individual investment objectives, financial situation or particular needs. You may wish to seek independent legal, financial, taxation or other professional advice before deciding whether or not to accept the Offer.

You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this Bidder's Statement, you should obtain independent professional advice.

Forward-looking statements

This Bidder's Statement may contain forward-looking statements, which include statements other than statements of historical fact. Such statements are subject to inherent risks and uncertainties in that they may be affected by a variety of known and unknown risks, variables and other factors, many of which are beyond the control of Bidder. Actual results, value, performance or achievements may differ materially from results, values, performance or achievements expressed or implied in any forward-looking statement.

None of Bidder, any of its directors, officers or advisers, or any other person named in this Bidder's Statement with their consent or involved in preparation of this Bidder's Statement, gives any representation, warranty, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Bidder's Statement will actually occur. You are cautioned not to place undue reliance on any forward-looking statements.

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The forward-looking statements in this Bidder's Statement only reflect views held as at the date of this Bidder's Statement.

Information regarding FAR

Any information in this Bidder's Statement concerning FAR, the FAR Group or FAR's assets and securities has been prepared from publicly available information. This information has not been independently verified and, accordingly, Bidder does not make any representation, and/or warranty, express or implied, as to the accuracy or completeness of such information to the extent permitted by the Corporations Act.

The information on FAR should not be considered comprehensive. Further information relating to FAR may be included in FAR's Target's Statement which will be sent to you by FAR.

Foreign jurisdictions

The distribution of this Bidder's Statement and the making of the Offer may be restricted by the laws of jurisdictions outside of Australia, and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law. The Offer is not being made, directly or indirectly, in or into and will not be capable of acceptance from within any jurisdiction, if to do so would not be in compliance with the laws of that jurisdiction.

Effect of rounding

A number of figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Bidder's Statement are subject to the effect of rounding. The actual calculation of these figures, amounts, percentages, prices, estimates, calculations of value and fractions may differ from those set out in this Bidder's Statement. Any discrepancies between totals in tables or financial statements or in calculations graphs or charts are due to rounding.

Estimates and assumptions

Unless otherwise indicated, all references to estimates, assumptions and derivations of the same in this Bidder's Statement are references to estimates, assumptions and derivations of the same by Bidder.

Management estimates reflect, and are based on, views as at the

use only

date of this Bidder's Statement, and actual facts or outcomes may materially differ from those estimates or assumptions.

Currencies and time

In this Bidder's Statement, references to "Australian dollars", "AUD", "$", "A$" or "cents" are to the lawful currency of Australia.

All references to time in this Bidder's Statement are to Sydney time.

Privacy

Bidder and its Related Entities have collected your information from the register of members of FAR for the purposes of making the Offer and, if accepted, administering acceptances over your shareholding in FAR. The Corporations Act requires the name and address of shareholders to be held in a public register. Bidder and its share registry may disclose your personal information to their related bodies corporate (and, in the case of Bidder, its Related Entities) and external service providers and may be required to disclose such information to regulators, such as ASIC. If you would like details of information about you held by Bidder, please contact Bidder at the address set out in the Corporate Directory.

Websites

References in this Bidder's Statement to Bidder's website (https://www.samuelterry.com.au/) and to FAR's website (https://far.com.au/) are for your reference only. Information contained in or otherwise accessible from those websites are not part of this Bidder's Statement.

How to accept

To accept the Offer, follow the instructions set out in the section titled 'How to accept the Offer' of this Bidder's Statement.

Defined terms

A number of defined terms are used in this Bidder's Statement. These terms are explained in section 8 along with certain rules of interpretation which apply to this Bidder's Statement.

Enquiries and Offer Information Line

If you have any questions in relation to the Offer, please call the Offer Information Line on 1300 737 760 (toll-free within Australia) or

[phone] (from outside Australia).

For personal

Important Dates

Announcement Date	31 January 2022
Bidder's Statement lodged with ASIC	31 January 2022
Date of the Offer	14 February 2022
Offer scheduled to close (unless extended)	7.00pm (Sydney time) on 14 March 2022

Note: The closing date for the Offer may change as permitted by the Corporations Act.