Mirrabooka Investments : Share Purchase Plan - Documentation sent to shareholders

For personal use only

11 March 2022

The Manager

ASX Market Announcements

Australian Securities Exchange

Exchange Centre

Level 4

20 Bridge Street

Sydney NSW 2000

Electronic Lodgement

Mirrabooka Investments Limited (the 'Company" or "Mirrabooka")

Share Purchase Plan Documents

Dear Sir / Madam

Please find attached a letter, terms and conditions and application form being sent to eligible shareholders today regarding the Share Purchase Plan announced on 3 March 2022.

Yours faithfully

Matthew Rowe

Company Secretary

This announcement has been authorised by the Company Secretary

For personal use *L000001*only

MIR

MR SAM SAMPLE

123 SAMPLE STREET SAMPLETOWN VIC 3000

X 9999999991

I ND

11 March 2022

Dear Shareholder,

Share Purchase Plan (SPP)

The Company recently announced its intention to make an offer to shareholders for additional funds under a Share Purchase Plan (SPP). Details of the SPP are enclosed with this letter and you should read them before participating in the SPP. The additional equity raised will be used for general investment purposes. The increase in the size of the portfolio will also reduce the management expense ratio of the Company.

As background, the following chart outlines the performance of the Mirrabooka Portfolio over the short and long term, noting that it also includes the benefit of franking credits.

Portfolio return (including the full benefit of franking) - to 28 February 2022

Performance figures for Mirrabooka are after costs.

916CR_0_Sample_CA/000001/000001

For personal use only

Details of the Plan.

Details of the Plan are contained with the enclosed material and you should read these before deciding whether to participate in the Plan. Key features of the Plan are:

• The minimum value of New Shares that may be applied for is $1,000. You may also apply for any dollar amount up to a maximum of $30,000.
• The New Shares issued under the SPP will be eligible for fifty per cent of the final dividend that may be declared in respect of the financial year ending 30 June 2022. As a result, the New Shares issued under the SPP will trade under a separate ASX code: MIRNB. These shares will trade under the normal ASX code: MIR after existing ordinary shares go ex the entitlement to the final dividend in July 2022.
• The SPP issue price will be the lower of $3.18 per share orby applying a 10% discount to the volume-weighted average price of Mirrabooka shares traded on the Australian Securities Exchange (ASX) and Cboe Australia automated trading systems over the 5 ASX trading days up to and including the day on which the SPP is scheduled to close (4 April 2022), rounded down to the nearest cent. Therefore, the maximum price that eligible shareholders will pay is $3.18 cents per New Share, which was calculated by applying a 10% discount to the volume-weighted average price of shares traded on the ASX and Cboe Australia automated trading systems over the 5 ASX trading days from 24 February to 2 March 2022 inclusive. Mirrabooka will announce the final issue price for the SPP after the offer closes. Directors retain the right to scale back the Plan.
• Applications must be received by 5.00pm (AEST) on Monday 4 April 2022.
• You may participate in the Plan by paying through BPAY. Details of the Biller code and unique Customer Reference Number (CRN) are on the enclosed application form. If you utilise BPAY then you do not need to return the enclosed application form.
• As an alternative, you may participate by filling out the enclosed application form and attach a cheque or bank draft to the acceptance slip and mail it in the enclosed reply paid envelope. In light of potential delays to postal services, it is recommended by the registry to apply via BPAY as detailed above.
• New Shares acquired under the Plan are expected to be issued on Monday 11 April 2022 with the New Shares (ASX: MIRNB) tradeable on the ASX from Tuesday 12 April 2022.

Thank you for your continuing support as a shareholder of Mirrabooka Investments Limited.

Yours sincerely

Terry Campbell AO

Chairman

2022 SHARE PURCHASE PLAN TERMS AND CONDITIONS

These are the Terms and Conditions of the 2022 Share Purchase Plan (the Plan) of Mirrabooka Investments Limited

(MIR or Mirrabooka), ABN 31 085 290 928.

1. Participation in the Plan

Shareholders who are entered in the MIR register of members at 7.00pm Australian Eastern Daylight Time (AEDT) on

only2 March 2022 (Record Date) and who have a registered address in Australia or New Zealand (Eligible Shareholders) *I00000102* may participate in the Plan, unless such a holder is in the United States or they are, or are acting for the account or benefit

of, a US Person (as defined in Regulation S under the US Securities Act of 1933 (the Securities Act), as amended (US Person).

The following rules apply to participation by Eligible Shareholders in the Plan:

(a) Single holders - If you are the registered holder of a holding of MIR shares, but you receive more than one offer under the Plan (for example, due to multiple registered holdings), you may only apply for up to a maximum amount of A$30,000 of shares in aggregate under the Plan.

use(b) Joint holders - If you are recorded with one or more persons as the joint holder of a holding of shares, that joint holding is considered to be a single registered holding for the purpose of the Plan. Joint holders are only entitled to participate in the Plan in respect of that single holding. If the same joint holders receive more than one offer under the Plan due to multiple identical holdings, the joint holders may only apply for up to one maximum amount of A$30,000 of shares in aggregate under the Plan, and the certification for the purpose of clause 3 of these Terms and Conditions by one joint holder will be effective in respect of the other joint holder(s).

(c) Custodians and nominees - Eligible Shareholders who hold MIR shares as a custodian, trustee or nominee (who satisfy the definition of 'custodian' in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (ASIC Instrument)) (Custodian) for one or more Beneficiaries (defined below), may apply for up to a maximum mount of A$30,000 of shares for each Beneficiary, subject to the Custodian providing a certificate addressed to MIR

(Custodian Certificate) certifying:

personal	(i)	either or both of the following (as applicable):
	(A) that on the Record Date the Custodian holds MIR shares in the class on behalf of one or more other
		persons (each a Participating Beneficiary) that are not Custodians;
	(B)	that on the Record Date another Custodian (Downstream Custodian) holds beneficial interests in MIR
		shares in the class on behalf of one of more other persons (each a Participating Beneficiary), and the
		Custodian holds the shares to which those beneficial interests relate on behalf of the Downstream
		Custodian or another Custodian;
(ii)	that each Participating Beneficiary has subsequently instructed either the Custodian or the Downstream
	Custodian (as applicable by reference to either sub-clause (c)(i)(A) or c(i)(B) above) to apply for shares on their
	behalf under the Plan;
(iii)	the number of Participating Beneficiaries and the name and address of each Participating Beneficiary;
(iv)	in respect of each Participating Beneficiary, the number of MIR shares that the Custodian holds on their behalf or
	the number of MIR shares to which the beneficial interests held by the Downstream Custodian relate (as
	applicable by reference to either sub-clause (c)(i)(A) or c(i)(B) above);
(v)	in respect of each Participating Beneficiary, the dollar amount of the MIR shares in the class they instructed the
For
	Custodian or Downstream Custodian (as applicable by reference to either sub-clause (c)(i)(A) or c(i)(B) above) to
	apply for on their behalf; and
(vi)	that there are no Participating Beneficiaries in respect of whom the total of the application price for:
	(A)	the MIR shares applied for by the Custodian under the Plan on their behalf (in accordance with the
		instructions referred to in sub-clause (c)(iv) and (c)(v)); and
	(B)	any other MIR shares issued to the Custodian in the 12 months before the application as a result of an
		instruction given by the Participating Beneficiary to the Custodian or a Downstream Custodian to apply
		for MIR shares on their behalf under an arrangement similar to the Plan,

exceeds A$30,000;

(vii) that a copy of these Terms and Conditions and the relevant application form (and any ancillary documents that could constitute offer documentation) were given to each Participating Beneficiary; and

(viii)where sub-clause c(i)(B) above applies-the name and address of each Custodian who holds beneficial interests in MIR shares in the class held by the Custodian in relation to each Participating Beneficiary.

1

916CR_0_Sample_CA/000001/000002

A 'Beneficiary' is a client of a Custodian or Downstream Custodian on whose behalf the Custodian or Downstream Custodian held MIR shares in the class on the Record Date, and who is not in the United States or acting for the account or benefit of a US Person.

Eligible Shareholders who hold MIR shares in the capacity of a trustee or a nominee for another person but who do not meet the definition of Custodian (above) cannot participate for Beneficiaries in the manner outlined (above). In this

onlycase, the rules for multiple single holdings (above) apply. To the extent that a Custodian holds shares on behalf of a Beneficiary resident outside Australia and New Zealand, it is the responsibility of the Custodian to ensure that any acceptance complies with all applicable foreign laws.

Custodians should contact MIR's share registry, Computershare Investor Services Pty Ltd (Registry) and request a Custodian Certificate and corresponding schedule when making an application on behalf of Beneficiaries.

(d) Participation - Participation in the Plan is entirely optional and the offer of MIR shares under the Plan is not a recommendation. You should seek independent advice if you are unsure whether you should participate in the Plan. The offer of shares under the Plan is non-renounceable which means that Eligible Shareholders cannot transfer their

usentitlement to purchase shares under the Plan to another person.

( ) Parcels - You may apply for a parcel of shares for any dollar amount between the minimum of $1,000 to a maximum amount of $30,000. Application may not be made for any other value of shares. If an Eligible Shareholder applies for (i) a value of shares that is higher than provided for in the application form, the maximum number of shares under the Plan will be issued and the excess amount paid will be refunded without interest; or (ii) for a value of shares that is lower than the minimum amount provided for in the application form, the amount paid will be refunded without interest. Mirrabooka may, at its absolute discretion scale back the number of SPP Shares that will be allotted to individual Shareholders under this SPP.

personal2. United States restrictions

MIR shares to be issued under this Plan have not been and will not be registered under the Securities Act or the securities l ws of any state or other jurisdiction of the United States. Therefore, the MIR shares to be issued under the Plan may not be offered, sold or otherwise transferred to shareholders located in the United States (as defined in Regulation S under the Securities Act ) or to or for the benefit of shareholders who are, or who are acting for the account or benefit of, US Persons. These Terms and Conditions and the enclosed materials do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or from, any US Person, and these materials must not be sent or disseminated in the United States or to any US Person, directly or indirectly. Consistent with the warranties contained in these Terms and Conditions and the enclosed application form included with these Terms and Conditions, you must not ubmit any completed application forms or make any payment by BPAY® in respect of the purchase of MIR shares under the Plan on behalf of any persons resident in the United States or who are, or are acting for the account or benefit of, US Persons. Failure to comply with these restrictions may result in violations of applicable securities laws.

3. Application form

Unless payment is made by using the BPAY® facility, applications to participate in the Plan must be made on the nclosed application form and must be received by the Registry (with the correct payment) no later than 5.00pm Australian Eastern Standard Time (AEST) 4 April 2022 (Closing Date). MIR reserves the right to return any ayment and not issue any MIR shares if payment is received after that time.

By returning the enclosed acceptance slip or by making a BPAY® payment, you (a) acknowledge that you have read and Foraccept, and irrevocably and unconditionally agree to be bound by, these Terms and Conditions (including the terms of the

application form); (b) represent that you are an Eligible Shareholder; (c) acknowledge that MIR is not liable for any exercise of its discretions referred to in these Terms and Conditions; (d) will be deemed to have made on behalf of each person on whose account you are acting the representations and acknowledgements referred to above under "United States restrictions"; (e) certify that the aggregate of the application price paid by you for the MIR shares the subject of the application form or BPAY® payment, and any other MIR shares applied for by you, or which you have instructed a Custodian to acquire on your behalf under the Plan, and any other MIR shares issued to you or a Custodian on your behalf (or as a result of an instruction given by you to that Custodian which resulted in you holding beneficial interests in the MIR shares) under any similar arrangement to the Plan operated by MIR in the 12 months prior to the date of your application under the Plan, does not exceed A$30,000; (f) declare that all details and statements in your application form are true and complete and not misleading; (g) agree to be bound by the terms of the constitution of MIR; and (h) declare you are over 18 years of age (if you are an individual) and have full legal capacity and power to exercise and perform all of your rights and obligations under this offer. Applications and payments under the Plan may not be withdrawn once they have been received by MIR. Application money will not bear interest as against MIR under any circumstances.

2