Noumi : Tranche B Notes Prospectus

Prospectus for the issue of convertible notes

Prospectus for the offer of a minimum of $26.4 million (maximum of $27.2 million) of unlisted, subordinated, secured convertible notes (Tranche B Notes) to be issued by Noumi Limited (Company) at a price of $1.00 per Tranche B Note to Eligible Noteholders (Capital Raising).

The Capital Raising closes at 5:00pm (Sydney time) on 28 April 2022 (unless extended). Valid Applications must be received by that time.

Applications must be submitted viahttps://events.miraqle.com/noumi-bnotes

If you are an Eligible Noteholder in the United States, you must complete a US investor certificate as part of your Application, attached as Annexure B.

This document is not for release to US wire services or distribution in the United States except by the Company to

Eligible Noteholders

IMPORTANT

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.

This Prospectus provides important information about the Company and the securities being offered by the Company. You should read the entire document. This Prospectus is a transaction-specific document issued in accordance with section 713 of the Corporations Act 2001 (Cth). If you have any questions about the securities being offered under this Prospectus, or any other matter relating to an investment in the Company, you should consult your professional adviser.

Legal adviser - Arnold Bloch Leibler

Corporate Adviser - MA Moelis Australia Advisory

Table of Contents

Important Notice 2

Chair's Letter 7

Summary of Capital Raising and Key Dates 9

1	Investment Overview	10
2	Details of the Capital Raising	25
3	Action required by Eligible Noteholders	32
4	Financial Information	36
5	The Company and the Capital Raising	41
6	Australian Taxation Implications	47
7	Key risks	51
8	Additional Information	73
9	Note Terms	103
10	Glossary	118
128
129
130
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Freedom Foods Group Limited - Prospectus

Corporate DirectoryAnnexure A Annexure BNote Terms

US Investor Certificate

Important Notice

About this Prospectus

This Prospectus is issued by Noumi Limited ACN 002 814 235 (Company) in relation to an offer of a minimum of $26.4 million (maximum of $27.2 million) of unlisted, subordinated, secured convertible notes (Tranche B Notes) to Eligible Noteholders (the Capital Raising).

Eligible Noteholders who wish to participate in the Capital Raising are encouraged to submit an Application viahttps://events.miraqle.com/noumi-bnotes.

Detailed information in relation to how Eligible Noteholders may apply for Tranche B Notes under the Capital Raising is set out in Section 3.

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.

This Prospectus does not provide financial product or investment advice - you should seek your own professional investment advice.

The information given in this Prospectus does not constitute investment advice or financial product advice. This Prospectus is of a general nature and has been prepared without taking into account your individual investment objectives, financial situation, tax position or particular investment needs. You should seek your own investment and/or financial advice.

Before deciding to participate in the Capital Raising, you should read the entire Prospectus. The information contained in individual sections is not intended to and does not provide a comprehensive review of the business or the financial affairs of the Company or the Tranche B Notes offered under this Prospectus. You should carefully consider the risks that impact on the Company in the context of your personal requirements (including your financial and taxation position) and seek professional advice where necessary prior to deciding whether to invest. Some of the risks that you should consider are set out in Section 7 of this Prospectus.

Defined words and expressions

Some capitalised words and expressions used in this Prospectus have defined meanings. The Glossary in Section 10 defines these words and expressions.

The definitions specific to the Tranche B Notes in the Note Terms are also contained in the Glossary. If there is any inconsistency in definitions between the Glossary and the Note Terms, the definitions in the Note Terms prevail.

Financial amounts and times

A reference to time in this Prospectus is to Sydney time unless otherwise stated. A reference to $, A$, dollars and cents is to Australian currency unless otherwise stated. Some numbers in this Prospectus have been rounded.

Date of this Prospectus

This Prospectus is dated 11 April 2022. A copy of this Prospectus has been lodged with the Australian Securities and Investments Commission (ASIC).

Neither ASIC nor ASX nor any of their respective officers or employees takes any responsibility for the content of this Prospectus. The fact that ASX has admitted the Company to the official list of ASX is not to be taken in any way as an indication of the merits of the Company, the Capital Raising, the Tranche B Notes or Shares.

The expiry date of this Prospectus is 11 May 2023, being 13 months after the date of issue of this Prospectus. No securities will be issued on the basis of this Prospectus later than the expiry date.

Transaction-specific prospectus

This Prospectus is a transaction-specific prospectus for an offer of Tranche B Notes which are convertible into continuously quoted securities (as defined in the Corporations Act). It has been prepared in accordance with section 713 of the Corporations Act and ASIC Corporations (Offers of Convertibles) Instrument 2016/83. As such it does not contain

Noumi Limited - Prospectus

Page 2

the same level of disclosure a prospectus prepared in accordance with section 710 of the Corporations Act.

This Prospectus is therefore intended to be read in conjunction with the information publicly available in relation to the Company which has been notified to ASX. In providing information in this Prospectus, regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisors with whom potential investors may consult.

Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus and the relevant Application Form free of charge from the Company's registered office during the Offer Period by contacting the Company as detailed in the Corporate Directory.

The Capital Raising detailed in this Prospectus is only available to persons receiving this Prospectus that are Eligible Noteholders.

Applications will only be accepted on the relevant Application Form submitted viahttps://events.miraqle.com/noumi-bnotes.

Exposure Period

The Corporations Act prohibits the acceptance of an application for, or an issue of, the Tranche B Notes in the seven calendar day period after the date this Prospectus was lodged with ASIC. This period is the Exposure Period. The Exposure Period may be extended by ASIC by up to a further seven days.

The purpose of the Exposure Period is to enable materials in the Prospectus, which relate to the Capital Raising, to be examined by ASIC and market participants before the Capital Raising may be accepted by Eligible Noteholders.

The Company will not accept an Application for, nor will it issue any Tranche B Notes during the Exposure Period. Application Forms received prior to the expiration of the Exposure Period will not be processed until after the Exposure Period. No preference will be conferred on Application Forms received during the Exposure Period and any Application Forms received during the Exposure Period will be treated as if they were received on the date on which the Capital Raising opens.

In order to complete your Application Form, you will need your Access Code which will be sent to you by Link via email on or around 20 April 2022. If you have not received your Access Code from Link by 20 April 2022, please call the Offer Information Line on 1800 774 615 (within Australia) or [phone] (outside Australia) to request one.

The Corporations Act prohibits any person from passing on to another person the Application Form unless it is accompanied by or attached to a complete and unaltered copy of this Prospectus.

An application for Tranche B Notes by Eligible Noteholders will only be accepted by following the instructions on the Application Form as described in Section 3 of this Prospectus.

The Company reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided with the electronic Prospectus and any relevant supplementary or replacement prospectus, or any of those documents were incomplete or altered.

Electronic Prospectus and Application Form

This Prospectus will generally be made available in electronic form athttps://events.miraqle.com/noumi-bnotes.This link will also be posted on the Company's website atwww.noumi.com.au.

Any person accessing the electronic version of this Prospectus must be an Eligible Noteholder. Eligible Noteholders who access the electronic version of this Prospectus should ensure that they download and read the entire Prospectus.

Disclaimer and no representations other than as set out in this Prospectus

No person is authorised to give any information or to make any representation in connection with the Capital Raising that is not contained in this Prospectus. Any information or representation that is not in this Prospectus may not be relied upon as having been authorised by the Company, or its associates in connection with the Capital Raising.

Except as required by law and then only to the extent so required, none of the Company, the Trustee, the Security Trustee, the Note

Registrar nor the Paying Agent, nor any of their respective associates warrants or guarantees the future performance of the Company, the Tranche B Notes or any Shares issued on conversion or redemption of the Tranche B Notes or any return on any investment made pursuant to this Prospectus.

the events expressed or implied in any of the forward-looking statements in this Prospectus will actually occur or not occur (as the case may be). In addition, please note that past performance should not be relied upon as (and is not) an indication or guarantee of future performance.

Future performance and forward-looking statements

This Prospectus contains certain "forward-looking statements". Forward-looking statements can generally be identified by the use of forward-looking words such as 'may', 'could', 'believe', 'estimate', 'expect', 'intend', 'anticipate', 'project', 'foresee', 'likely', 'should', 'target', 'plan', 'consider', 'aim', 'will', 'predict', 'outlook', 'guidance' and other similar words or expressions and include, but are not limited to, indications of, or guidance or outlook on, future earnings or financial position or performance of the Company, the outcome and effects of the Capital Raising and the use of proceeds. To the extent that certain statements contained in this Prospectus may constitute "forward-looking statements" or statements about "future matters", the information reflects only the Company's intent, belief or expectations (and no other person's intent, belief or expectations)

as at the date of this Prospectus. Any forward-looking statements, including projections, guidance on future revenues, earnings and estimates, are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. A number of important factors could cause actual results or performance to differ materially from the forward-looking statements. Investors should consider the forward-looking statements contained in this Prospectus in light of those disclosures and not place reliance on such statements. Any forward-looking statements, opinions and estimates in this Prospectus are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Neither the Company nor its related bodies corporate or affiliates nor its Directors, officers, partners employees and agents give any warranty, representation, assurance or guarantee that the occurrence ofExcept as required by law or regulation (including the ASX Listing Rules), the Company undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise. Indications of, guidance or outlook on, future earnings or financial position or performance are also forward-looking statements.

Past performance

The Company released its FY21 Annual Report on 18 October 2021. A copy of this report can be obtained free of charge. Alternatively, this report can be read and/or downloaded from the Company's website:www.noumi.com.au.See Section 8.3 for further details.

Eligible Noteholders should also note that the Company recently released its quarterly activity report for the quarter ended 31 December 2021 on 31 January 2022 and 1H FY22 results on 28 February 2022.

Eligible Noteholders should note that the Company will release its Appendix 4C and Q3 FY22 Activity Report by no later than 29 April 2022.

Financial information

Non-IFRS financial measures

Certain financial data included in, or incorporated by reference into, the Prospectus are non-IFRS financial information under ASIC Regulatory Guide 230 (Disclosing non-IFRS financial information) or non-GAAP financial measures under Regulation G issued by the US Securities and Exchange Commission. These non-IFRS/non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and therefore may not be comparable to similarly titled measures presented by other entities and should not be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Although the Company believes any non-IFRS/non-GAAP financial measures included in this Prospectus provide useful