Opyl : Share Purchase Plan Offer Booklet

Share Purchase Plan Offer Booklet

Opyl Limited

Offer closes at 5pm (Melbourne time) on Friday 16 April 2021

The Share Purchase Plan being offered under this Share Purchase Plan Offer Booklet is open to a registered holder of Opyl ordinary shares at 7:00pm (Melbourne time) on Monday 29 March 2021 who is shown on the Opyl share register to have an address in Australia or New Zealand. If you are an eligible shareholder, this is an important document that requires your immediate attention. It should be read in its entirety, together with the Application Form which accompanies it. This document is not a prospectus under the Corporations Act and has not been lodged with the Australian Securities and Investments Commission. You should consult your stockbroker, accountant, financial adviser, solicitor or other professional adviser if you have any questions. You may call the Offer Information Line on [phone] at any time between 8:30am and 5:30pm (Melbourne time), Monday to Friday during the Offer Period.

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Index
1.	Important Notices	3
2.	Chairman's Letter	4
3.	Summary of the SPP Offer	8
4.	How to Apply	9
5.	SPP Terms and Conditions	9
6.	Key Risk	14
7.	Glossary	18

Key Dates

Event	Date
Record Date for SPP	7.00pm (Melbourne time) Monday 29
	March 2021
SPP offer opens	9.00am (Melbourne time) Wednesday
	31 March 2021
SPP Offer Booklet dispatched	Thursday 1 April 2021
SPP offer closes	5.00pm (Melbourne time) Friday 16 April
	2021
Announcement of results of SPP	Tuesday 20 April 2021
Allotment of SPP Shares under the SPP offer	Friday 23 April 2021
Issue of SPP Shares and commencement of	Monday 26 April 2021
normal trading of SPP Shares
Dispatch of holding statements in respect of SPP	Tuesday 27 April 2021
Shares

*Note: All times and dates refer to Melbourne time. The timetable above is indicative only and subject to change. The Company reserves the right to amend any or all of these dates and times, subject to the Corporations Act, the ASX Listing Rules, and other applicable laws. The commencement of trading and quotation of SPP Shares is subject to confirmation from ASX.

Corporate Directory
	Share Registry
Opyl Limited	Automic Group Pty Limited
105 Wellington St,	Level 5, 126 Phillip Steet,
St Kilda VIC 3182	Sydney NSW 2000

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1. Important Notices

This document contains important information. You should read this document in full and seek advice from your stockbroker, accountant or other professional adviser if you have any questions about your investment in Opyl or about the impact of the transactions described in this document. This document does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs.

You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation, or particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters. A cooling-off regime does not apply in relation to the acquisition of SPP Shares and you cannot withdraw your Application once it has been submitted.

By submitting your Application, you are accepting the risk that the market price of Shares may change between the date that you submit your Application and the Issue Date, being the date on which Shares are issued under the SPP. This means it is possible that, between the time you make your Application and up to or after the Issue Date, you may be able to buy Shares on market at a lower price than the Offer Price and accordingly the value of the Shares you receive will be less than the Offer Price you have paid for them. Eligible Shareholders should also be aware that an investment in the Company involves risks. The key risks identified by the Company are set out in the "Key Risks" in clause 6 of the SPP Offer Booklet.

The offer of Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 which grants relief from the requirement for the Company to provide prospectus disclosure in relation to the SPP. This document is not a prospectus under Chapter 6D of the Corporations Act.

The laws of some countries prohibit or make impracticable participation in the SPP by relevant overseas shareholders. Shareholders who are not shown on the Opyl share register to have an address in Australia or New Zealand will not be able to participate in the SPP. The SPP does not constitute an offer of Shares for sale in any other jurisdiction. This document is not for distribution or release in the United States of America or in any other jurisdiction outside of Australia or New Zealand.

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2. Chairman's letter

30 March 2021

Dear Shareholder

Opyl Limited Share Purchase Plan

On behalf of Opyl Limited ACN 063 144 865 (Opyl, OPL or the Company), I am pleased to offer you the opportunity to participate in the Opyl Share Purchase Plan (SPP). The SPP provides each Eligible Shareholder with an opportunity to apply for up to A$30,000 worth of fully paid ordinary shares (Shares) in Opyl at the offer price of A$0.15 per share (Offer Price), without incurring brokerage fees or additional transactional costs in a non-underwritten SPP to raise an estimated $200,000.

This SPP will allow existing shareholders to participate on the same terms as new investors under the placement announced on 30 March 2021 and allows shareholders who hold an unmarketable parcel that do not want to access our buy-back as announced on 22 February 2021 to acquire shares at a discount and nil transaction costs. This Share Purchase Plan Offer Booklet relates to the SPP.

Overview of the Offer

Participation is optional. There are no brokerage or transaction costs for participating.

Shares under the Plan are offered at A$0.15 per Share.

The Proceeds of the Offer will enable the Company to accelerate its growth and will be applied to fund:

• Expansion of the Opyl digital health offering;
• Strengthening of the Company's sales team; and
• Working capital.

The current COVID-19 outbreak highlights the importance of digital marketing in patient and physician education and marketing. This is the core of the Opyl business and now is the right time for the Company to push its market engagement into this market.

The purpose of this Share Purchase Plan is to raise additional funds to allow the Company to accelerate its growth and leverage its existing abilities.

Opyl is a listed company and is therefore subject to continuous disclosure obligations in accordance with the ASX Listing Rules. You can access information in relation to the Company as announced to the ASX. Detail of this information is available at www.asx.com.au.

Please review this SPP Offer Booklet for further details in relation to the Offer.

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Offer Details

Participation in the Offer is optional and is open to 'Eligible Shareholders' who, as at the Record Date (7:00pm Melbourne time on Monday 29 March 2021), were registered as holders of ordinary shares in Opyl and whose address on the share register is in Australia or New Zealand.

Only Opyl shareholders with a registered address in Australia or New Zealand on the Record Date can participate in the SPP. As such, shareholders in other jurisdictions are not eligible to participate in the SPP. Similarly, shareholders (including custodians and nominees) who hold Shares on behalf of persons in other jurisdictions, including in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons.

If an 'Eligible Shareholder' holds shares as a 'custodian' (as that term is defined in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547) the Offer is also being made to the 'custodian' and, subject to a number of conditions (including as set out in this SPP Offer Booklet), the 'custodian' has the discretion to extend the Offer to the relevant beneficiaries.

Timing considerations

The Offer will be undertaken in accordance with the below timetable. However, Opyl reserves the right to vary any or all of these dates and times set out below subject to the Corporations Act and other applicable laws. The commencement of trading and quotation of SPP Shares is subject to confirmation from ASX.

Event		Date
Record Date (the business day prior to Opyl's		Monday 29 March 2021
announcement of the Plan)
Opening Date		Wednesday 31 March 2021
Closing Date		Friday 16 April 2021
Allotment of SPP Shares under the Offer		Friday 23 April 2021
Date on which Shares issued under the Offer are expected
to commence trading on ASX		Monday 26 April 2021
Dispatch of holding statements in respect of Shares issued		Tuesday 27 April 2021
under the Offer

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