Spenda : Change of Directors' Interest Notices

Appendix 3Y

Change of Director's Interest Notice

Rule 3.19A.2

Appendix 3Y

For personal use only

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX becomes ASX's property and may be made public.

Introduced 30/09/01	Amended 01/01/11
Name of entity		Spenda Limited
ABN		67 099 084 143

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director	Howard Digby
Date of last notice	4 March 2022

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Direct
Nature of indirect interest	N/A
(including registered holder)
Date of change	23 June 2022
No. of securities held prior to change	7,700,000 - ORDINARY FULLY PAID SHARES
	(Indirect)
	4,500,000 - UNLISTED OPT EXP 28/07/23 @
	$0.025 (Indirect)
	1,925,000 - OPT EXP 28/07/23 @ $0.025 (Indirect)
	10,000,000 - UNLISTED OPT EXP 25/02/2026 @
	$0.084 (Indirect)
	2,966,666 - ORDINARY FULLY PAID SHARES
	(Direct)
	666,666 - OPT EXP 28/07/23 @ $0.025 (Direct)
Class	ORDINARY FULLY PAID SHARES
Number acquired	1,428,572
Number disposed	NIL
Value/Consideration	Deemed value of $0.01 (1 cent) per Share

• Seechapter 19for defined terms. 01/01/2011 Appendix 3Y Page 1

For personal use only

	Appendix 3Y
	Change of Director's Interest Notice
No. of securities held after change	7,700,000 - ORDINARY FULLY PAID SHARES
	(Indirect)
	4,500,000 - UNLISTED OPT EXP 28/07/23 @
	$0.025 (Indirect)
	1,925,000 - OPT EXP 28/07/23 @ $0.025 (Indirect)
	10,000,000 - UNLISTED OPT EXP 25/02/2026 @
	$0.084 (Indirect)
	4,395,238 - ORDINARY FULLY PAID SHARES
	(direct)
	666,666 - OPT EXP 28/07/23 @ $0.025 (direct)
Nature of change	Remuneration Sacrifice Shares being issued as
	approved at the 31 January 2022 AGM

Part 2 - Change of director's relevant interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be

disclosed in this part.

Detail of contract	(Director Appointment Letter) Mr Digby has elected to receive
	100% of his net salary ($25,480) for the relevant period
	in shares, via the issue of 2,547,959 Shares at $0.01 per
	Share, subject to shareholder approval at the next
	shareholders
Nature of interest	Direct
Name of registered holder	Howard Digby
(if issued securities)
Date of change	23 June 2022
No. and class of securities	2,547,959 fully paid ordinary shares
to which interest related
prior to change
Interest acquired	Issue and allotment of shares to occur subject to
	shareholderapproval at the next shareholder meeting
Interest disposed	Nil
Value/Consideration	Shares to be issued in lieu of net salary ($25,480).
Interest after change	Change to occur following shareholder approval at the next
	shareholder meeting.

Part 3 - +Closed period

Were the interests in the securities or	No
contracts detailed above traded during a
+closed period where prior written clearance
was required?
If so, was prior written clearance provided to	N/A
allow the trade to proceed during this period?
If prior written clearance was provided, on	N/A
what date was this provided?

• Seechapter 19for defined terms. 01/01/2011 Appendix 3Y Page 2

Appendix 3Y

Change of Director's Interest Notice

Rule 3.19A.2

Appendix 3Y

For personal use only

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX becomes ASX's property and may be made public.

Introduced 30/09/01	Amended 01/01/11
Name of entity		Spenda Limited
ABN		67 099 084 143

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of director	Adrian Floate
Date of last notice	4 March 2022

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest	FAAF PTY LTD
(including registered holder)	Mr. Adrian Floate is a Director of FAAF Pty Ltd and
	a beneficiary of the Floating Asset A/C
Date of change	23 June 2022
No. of securities held prior to change	157,492,947 - ORDINARY FULLY PAID SHARES
	(indirect; Rare Air Holdings Pty Ltd)
	10,000,000 - ORDINARY FULLY PAID SHARES
	(indirect; Ashleigh Floate + Adrian Floate ATF Faaf
	Super Fund)
	26,185,822 - ORDINARY FULLY PAID SHARES
	(indirect; FAAF Pty Ltd ATF Floating Asset A/C)
	13,500,000 - OPT EXP 28/07/23 @ $0.025 (indirect;
	FAAF Pty Ltd ATF Floating Asset A/C)
	13,500,000 - UNLISTED OPT EXP 30/06/22 @
	$0.045 (indirect; FAAF Pty Ltd ATF Floating Asset
	A/C)
	90,255,656 - ORDINARY FULLY PAID SHARES
	(direct)
	7,704,000 - OPT EXP 28/07/23 @ $0.025 (direct)
Class	ORDINARY FULLY PAID SHARES
Number acquired	1,736,935
	Various off market transfers between related entities
	with no net movement in Mr. Floate's Shareholding.

• Seechapter 19for defined terms. 01/01/2011 Appendix 3Y Page 1

For personal use only

	Appendix 3Y
	Change of Director's Interest Notice
Number disposed	NIL
	Various off market transfers between related entities
	with no net movement in Mr. Floate's Shareholding.
Value/Consideration	Deemed value of $0.42 (42 cents) per share
No. of securities held after change	97,492,947 - ORDINARY FULLY PAID SHARES
	(indirect; Rare Air Holdings Pty Ltd)
	47,500,000 - ORDINARY FULLY PAID SHARES
	(indirect; Ashleigh Floate + Adrian Floate ATF Faaf
	Super Fund)
	121,668,757 - ORDINARY FULLY PAID SHARES
	(indirect; FAAF Pty Ltd ATF Floating Asset A/C)
	13,500,000 - OPT EXP 28/07/23 @ $0.025 (indirect;
	FAAF Pty Ltd ATF Floating Asset A/C)
	13,500,000 - UNLISTED OPT EXP 30/06/22 @
	$0.045 (indirect; FAAF Pty Ltd ATF Floating Asset
	A/C)
	19,009,656 - ORDINARY FULLY PAID SHARES
	(direct)
	7,704,000 - OPT EXP 28/07/23 @ $0.025 (direct)
Nature of change	Remuneration Sacrifice Shares being issued as
	approved at the 31 January 2022 AGM

Part 2 - Change of director's relevant interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be

disclosed in this part.

Detail of contract	1)	(Director Appointment Letter) Mr Floate has elected to
	receive 100% of his net salary ($87,526) for the relevant period
	in shares, via the issue of 8,752,600 Shares at $0.01 per
	Share, subject to shareholder approval at the next
	shareholders meeting.
	2)	(Employee Incentive Plan) Agreement to issue 60,000,000
	unlisted options with an exercise price of $0.0175 expiring
	15/06/2027 with the below time based vesting conditions.
	- 15,000,000 unlisted options vesting 30June 2022
	- 15,000,000 unlisted options vesting 30June 2023
	- 15,000,000 unlisted options vesting 30June 2024
	- 15,000,000 unlisted options vesting 30June 2025
	The options will be subject to shareholder approval at the next
	shareholder meeting.
	3)	(Management Incentive Based Remuneration) Agreement to
	issue 8,750,000 SPXO Listed Options as management
	incentive based remuneration. The options will be subject to
	shareholder approval at the next shareholder meeting.
Nature of interest	Direct
Name of registered holder	Adrian Floate
(if issued securities)
Date of change	23 June 2022
No. and class of securities	1)	8,752,600 fully paid ordinary shares
to which interest related
prior to change	2)	60,000,000 unlisted options with an exercise price of
	$0.0175 expiring 15/06/2027
	3)	8,750,000 SPXO Listed Options

• Seechapter 19for defined terms. 01/01/2011 Appendix 3Y Page 2

For personal use only

		Appendix 3Y
		Change of Director's Interest Notice
Interest acquired	1) Issue and allotment of shares to occur subject to
	shareholder approval at the next shareholder meeting.
	2)	Issue and allotment of options to occur subject to
	shareholder approval at the next shareholder meeting.
	3)	Issue and allotment of options to occur subject to
	shareholder approval at the next shareholder meeting.
Interest disposed	1) Nil
	2)	Nil
Value/Consideration	1) Shares to be issued in lieu of net salary ($87,526).
	2)	Nil
	3)	Nil
Interest after change	1) Change to occur following shareholder approval at the next
	shareholder meeting.
	2)	Change to occur following shareholder approval at the next
	shareholder meeting.
	3)	Change to occur following shareholder approval at the next
	shareholder meeting.

Part 3 - +Closed period

Were the interests in the securities or	No
contracts detailed above traded during a
+closed period where prior written clearance
was required?
If so, was prior written clearance provided to	N/A
allow the trade to proceed during this period?
If prior written clearance was provided, on	N/A
what date was this provided?

• Seechapter 19for defined terms. 01/01/2011 Appendix 3Y Page 3