Tinybeans : Share Purchase Plan Offer Booklet

For personal use only

ASX RELEASE

Not for release to US wire service or distribution in the United States.

22 November 2021

Share Purchase Plan

Tinybeans Group Limited (ASX: TNY) (OTCQB: TNYYF) ("Tinybeans" or "the Company"), an inclusive, informative, go-to resource for all things parenting, is please to advise that the Share Purchase Plan (SPP) announced on 18 November 2021 is now open. The SPP Offer Booklet (a copy of which is attached to this announcement) along with a personalised Application Form will be dispatched to all eligible shareholders today.

The SPP provides eligible shareholders the opportunity to apply new fully paid ordinary shares in Tinybeans (SPP Shares) in parcels valued at $1,000, $2,500, $5,000, $7,500, $10,000, $15,000, $20,000, $25,000 or $30,000, without incurring any brokerage or transaction costs. The SPP Shares are available at $0.60 per share, being the same price paid by investors under the two- tranche placement to raise $8 million as announced by the Company on 18 November 2021. The SPP is not underwritten and aims to raise approximately up to $500,000. The Company, in its absolute discretion, may accept oversubscriptions above the targeted amount of $500,000 or may scale-back applications for SPP Shares.

Shareholders are eligible to participate in the SPP if they have a registered address in Australia or New Zealand on Tinybean's share register at 7:00pm (AEDT) on Wednesday, 17 November 2021 and who are not Ineligible Shareholders.

Participation in the SPP is voluntary. SPP Shares will rank equally with existing Tinybeans shares from their date of issue.

The SPP is subject to the terms and conditions set out in the SPP Offer Booklet. Eligible shareholders are encouraged to read the SPP Offer Booklet carefully, and if in any doubt about whether or not to accept the SPP offer, consult with a stockbroker, accountant, financial or other professional adviser.

Shareholders with questions in relation to how to participate in the SPP may contact the Company's Registry on 1300 288 664 (callers within Australia) or [phone] (callers outside Australia) between 8:30am and 5:00pm (AEDT), Monday to Friday.

The announcement was approved for release by the TNY Board.

Tinybeans Group Limited (ACN 168 481 614)	Page 1 of 2
e:[e-mail]:www.tinybeans.com

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For more information, please contact:

David Hwang

Company Secretary

Ph: [phone]

About Tinybeans Group

Tinybeans Group Limited (ASX:TNY, OTCQB:TNYYF) is a leading app and web platform enabling parents to capture their children's everyday memories and share them privately with families everywhere. The platform provides rich recommendations that spark everyday family inspiration for what to do, what to buy, and which services to use for their children's needs.

Being twice named Apple's App of the Day in the U.S. puts Tinybeans in the elite company of the best apps in the world! Plus, Tinybeans became Apple's #1 content partner and exclusive parenting partner for one of their newest products, Apple Guides. With over 80+ partners and 1,000+ Guides on the platform, Tinybeans is the 5th most read on the platform (total views of Guides content).

Tinybeans serves a deeply engaged user base in over 100 countries/territories and enjoys over 130,000 5-star reviews in the Apple App Store and the Google Play stores.

www.tinybeans.com

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e:[e-mail]:www.tinybeans.com

For personal use only

SHARE PURCHASE PLAN

OFFER BOOKLET

Tinybeans Group Ltd

ACN 168 481 614

You should read this Booklet in full

This Booklet contains important information. You should read this Booklet in full and seek advice from your stockbroker, accountant or other professional adviser if you have any questions about your investment in the Company or about the impact of the transactions described in this Booklet. If you have any questions in relation to how to participate in the SPP after reading this Booklet, please contact the Registry on 1300 288 664 (callers within Australia) or [phone] (callers outside Australia).

This Booklet does not provide financial advice and has been prepared without taking into account your particular objectives, financial situation or needs.

NOT FOR RELEASE TO U.S. WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES

These materials do not constitute an offer of securities in any place outside Australia or New Zealand. In particular, these materials do not constitute an offer to sell, or a solicitation of an offer to buy, any SPP Shares (as defined below) in the United States or in any jurisdiction in which such an offer would be illegal. SPP Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended or amended from time to time (Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the SPP Shares may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S. state securities law.

You must not send copies of this document or any other material relating to the SPP to any person in the United States or elsewhere outside Australia and New Zealand.

LETTER FROM THE CHAIR

22 November 2021

onlyDear Shareholder

On behalf of the Directors of Tinybeans Group Ltd (Company), I am pleased to offer you the opportunity to participate in the share purchase plan (SPP) which was announced on 18 November 2021. The SPP allows Eligible Shareholders in the Company the opportunity to each subscribe for up to $30,000 worth of new, fully paid ordinary shares in the Company at an issue price of $0.60 (SPP Shares), without incurring brokerage or other transaction costs, on the terms set out in this Booklet (SPP Offer). The SPP is not underwritten and aims to raise approximately up to $500,000.

The SPP is part of a wider capital raising being undertaken by the Company. As announced on 18 useNovember 2021, the Company successfully secured commitments to raise $8 million via a two-tranche share placement to institutional, sophisticated and professional investors (Placement). Tranche 1 of the Placement, with the issue of 11,568,000 shares, is expected to complete on or around Friday, 26 November 2021 and tranche 2 of the Placement, the proposed issue of 1,765,334 shares, is subject to

shareholder approval at the upcoming AGM to be held in January 2022. Proceeds of the Placement and SPP will be used for the following purposes:

• marketing, brand, PR and customer acquisition;
• business development, sales and partnerships;
• engineering and technology;
• costs associated with the Placement and SPP; and
• working capital.

personalSPP Offer Details

The SPP provides you with the opportunity to increase your holding of fully paid ordinary shares in the Company at the same issue price paid by investors under the Placement, being $0.60 per SPP Share.

The Company, in its absolute discretion, may accept oversubscriptions above the targeted amount of $500,000 or may scale-back applications for SPP Shares.

You may apply for one of the following parcels of SPP Shares valued at: $1,000, $2,500, $5,000, $7,500, $10,000, $15,000, $20,000, $25,000 or $30,000.

Participation in the SPP is optional and open to Shareholders, being holders of fully paid ordinary shares in the Company at 7:00pm (AEDT) on 17 November 2021 (Record Date) with a registered address on the Register in Australia or New Zealand and who are not Ineligible Shareholders (Eligible Shareholders). The SPP is also being extended to Eligible Shareholders who are Custodians to participate in the SPP on behalf of certain Eligible Beneficiaries on the terms and conditions set out in this Booklet. Your right to participate in the SPP is not transferable. All SPP Shares will rank equally with existing Shares in the

ForCompany.

The terms and conditions of the SPP and your personalised Application Form are provided in this Booklet.

The Company may in its discretion undertake a scale back of applications for SPP Shares. Therefore, you may receive less than the parcel of SPP Shares for which you have applied. Should this happen, the balance of any application money that is not applied to acquire SPP Shares will be refunded to you, without interest.

I urge you to read these materials in their entirety and seek your own financial, taxation and other professional advice in relation to the SPP, before you decide whether to participate.

The SPP opens on Monday, 22 November 2021 and is expected to close at 5.00pm (AEDT) on Friday, 10 December 2021 (Closing Date).

Tinybeans Group Ltd	SPP Offer Booklet	Page 1 of 19
ACN 168 481 614

To apply for SPP Shares, you must either make a payment directly via BPAY or EFT in accordance with the instructions set out in the Application Form. There is no requirement to return the Application Form if onlyou are paying by either method. Your application and payment must be received by no later than 5.00pm

(AEDT) on the Closing Date.

You should be aware that your own financial institution may implement earlier cut-offtimes with regard to electronic payment, and you should therefore take this into consideration when making payment. It is your responsibility to ensure that Application Monies submitted through BPAY or EFT are received by 5.00pm on the Closing Date.

If you have any questions in relation to how to participate in the SPP, please contact the Registry on 1300 288 664 (callers within Australia) or [phone] (callers outside Australia) or consult your financial or other professional adviser.

useOn behalf of the Board of the Company, I thank you for your support and considering this investment opportunity.

Yours sincerely

personalJohn Dougall Non-executiveChairman Tinybeans Group Ltd

For

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ACN 168 481 614