1st : Entitlement Offer Booklet

For personal use only

1ST Group Limited

ABN 25 138 897 533

Entitlement Offer

1 for 10 pro-ratanon-renounceable entitlement offer of fully paid ordinary shares in 1ST at an offer price of $0.01 per New Share.

The Entitlement Offer opens on Friday, 4 February 2022 and closes at 5.00pm (Sydney time) on Friday 18 February 2022.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This Offer Booklet requires your immediate attention. It is an important document which is accompanied by a personalised Entitlement and Acceptance Form and both should be read in their entirety. This Offer Booklet is not a prospectus under the Corporations Act and has not been lodged with ASIC. Please call your stockbroker, solicitor, accountant, financial adviser or other professional adviser or the Share Registry on 1300 288 664 (within Australia) or [phone] (outside Australia) from 8.30am to 5.30pm (Sydney time) Monday to Friday.

IMPORTANT NOTICE

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES.

Nature of this Offer Booklet

onlyThis Offer Booklet relates to the Entitlement Offer by 1ST Group Limited ABN 25 138

897 537 (1ST) and is dated 31 January 2022. Defined terms and abbreviations used in this Offer Booklet are detailed in the glossary of terms in Section 7.

The Entitlement Offer is being made in Australia pursuant to section 708AA of the Corporations Act (as notionally modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84, which allows entitlement offers to be made to investors

without a prospectus). This Offer Booklet does not contain all of the information which an investor may require to make an informed investment decision, nor does it contain all

the information which would be required to be disclosed in a prospectus, product disclosure statement or other disclosure document under the Corporations Act. The

usethat is made publicly available. In particular, please refer to the materials in this Offer

information in this Offer Booklet does not constitute financial product advice and does not take into account your investment objectives, financial situation or particular needs.

As this offer is not being made under a prospectus, investment statement or product

di closure statement, it is important for Eligible Shareholders to read carefully and understand this Offer Booklet and the information about 1ST and the Entitlement Offer

Booklet, 1ST annual reports and other announcements made available at www.1stgrp.com.au, and other announcements which may be made by 1ST after publication of this Offer Booklet.

personalBy paying for your New Shares in accordance with the instructions on your personalised Entitlements or the New Shares, or otherwise permit the public offering of the New

Entitlement and Acceptance Form, you acknowledge that you have read this Offer Booklet and you have acted in accordance with and agree to the terms of the Entitlement Offer detailed in this Offer Booklet.

No overseas offering

This Offer Booklet and the accompanying Entitlement and Acceptance Form do

n t constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. In particular, this Offer

Booklet does not constitute an offer to Ineligible Shareholders and may not be di tributed in the United States and the New Shares may not be offered or sold, directly or indirectly, to persons in the United States.

This Offer Booklet is not to be distributed in, and no offer of New Shares is to be

made, in countries other than Australia and New Zealand unless 1ST, in its discretion, is satisfied that the Entitlement Offer may be made in compliance with all applicable laws.

No action has been taken to register or qualify the Entitlement Offer, the

Shares, in any jurisdiction other than Australia and New Zealand.

The distribution of this Offer Booklet (including an electronic copy) outside

Australia and New Zealand, is restricted by law. If you come into possession of the
information in this booklet, you should observe such restrictions and should seek
y ur own advice on such restrictions. Any non compliance with these restrictions
may contravene applicable securities laws.	‑
oreign exchange control restrictions or restrictions on remitting funds from your
Forcountry to Australia may apply. Your application for New Shares is subject to all

requisite authorities and clearances being obtained for 1ST to lawfully receive your Application Monies.

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Financial Markets

Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand).

This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

United States disclaimer

This Offer Booklet and any accompanying ASX announcements and the Entitlement and Acceptance Form do not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States.

Neither this Offer Booklet nor the Entitlement and Acceptance Form may be distributed or released in the United States. Neither the Entitlements nor the New Shares offered in the Entitlement Offer have been, or will be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States.

Accordingly, the Entitlements may not be taken up by, and the New Shares may not be offered, sold or resold to persons in the United States or persons who are acting for the account or benefit of a person in the United States unless they have been registered under the US Securities Act or offered or sold in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act and any other applicable US state securities laws. The Entitlements and the New Shares to be offered and sold in the Entitlement Offer may only be offered and sold outside the United States in "offshore transactions" (as defined in Rule 902(h) under the US Securities Act) in compliance with Regulation S under the US Securities Act.

References to "you" and "your Entitlement"

In this Offer Booklet, references to "you" are references to Eligible Shareholders (as defined in Section 6.1) and references to "your Entitlement" (or "your Entitlement and Acceptance Form") are references to the Entitlement (or Entitlement and Acceptance Form) of Eligible Shareholders.

Times and dates

Times and dates in this Offer Booklet are indicative only and may be subject to change. All times and dates refer to Sydney time. Refer to the "Key Dates" section of this Offer Booklet for more details.

Currency

Unless otherwise stated, all dollar values in this Offer Booklet are in Australian dollars (AUD).

Privacy

1ST collects information about each applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the applicant's holding in 1ST.

By paying for your New Shares, you will be providing personal information to 1ST (directly or through the Share Registry). 1ST collects, holds and will use that information to assess your application. 1ST collects your personal information to process and administer your shareholding in 1ST and to provide related services to you. 1ST may disclose your personal information for purposes related to your shareholding in 1ST, including to the Share Registry, 1ST related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory bodies. You can obtain access to personal information that 1ST

holds about you. To make a request for access to your personal information held by (or on behalf of) 1ST, please contact 1ST through the Share Registry.

Governing law

This Offer Booklet, the Entitlement Offer and the contracts formed on acceptance of the onlyapplications are governed by the law of New South Wales, Australia. Each applicant

submits to the exclusive jurisdiction of the courts of New South Wales, Australia.

Future performance and forward looking statements

This Offer Booklet contains certain "forward looking statements", including but not limited to projections and guidance on the future performance of 1ST and the

utcome and effects of the Entitlement Offer. Forward looking statements can generally be identified by the use of forward looking words such as "expect'', "anticipate", "likely'', "intend", "propose", "should", "could", "may", "predict", "plan", "will", "believe", "forecast", "estimate", "target", "outlook", "guidance",

use"potential", and other similar expressions within the meaning of securities laws of applicable jurisdictions.

The forward looking statements contained in this Offer Booklet are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of 1ST, its Directors and management, and may involve significant elements of subjective

j dgement and assumptions as to future events which may or may not be correct. Refer to the "Key Risks" section included in Section 5 for a summary of certain general and 1ST specific risk factors that may affect 1ST. Actual outcomes may

differ materially from these forward-looking statements. A number of important personalf ctors could cause actual results or performance to differ materially from the

forward-looking statements, including one or more of the key risk factors in Section 5. Investors should consider the forward-looking statements contained in this Offer Booklet in light of those disclosures. The forward-looking statements are based on i formation available to 1ST as at the date of this Offer Booklet.

Except as required by law or regulation (including the ASX Listing Rules), 1ST 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, and guidance or outlook on, future earnings or financial position or performance are al o forward looking statements.

Past performance

Investors should note that past performance, including the past share price

p rformance of 1ST cannot be relied upon as an indicator of (and provides no guidance as to) future 1ST performance including future share price performance. The pro forma historical information is not represented as being indicative of 1ST's views on its future financial condition or performance.

Risks

Refer to the "Key Risks" section included in Section 5 for a summary of certain risk Forfactors that may affect 1ST.

Trading in New Shares

1ST will have no responsibility and disclaims all liability (to the maximum extent permitted by law) to persons who trade New Shares they believe will be issued to them before they receive their holding statements, whether on the basis of confirmation of the allocation provided by 1ST, the Share Registry or failure to maintain your updated details with the Share Registry or otherwise, or who otherwise trade or purport to trade New Shares in error or which they do not hold or are not entitled to.

If you are in any doubt as to these matters you should consult with your stockbroker, solicitor, accountant, financial or other professional adviser.

For personal use only

Table of contents

KEY DATES

LETTER FROM THE CHAIR

1. IS THIS OFFER BOOKLET RELEVANT TO YOU?
2. SUMMARY OF OPTIONS AVAILABLE TO YOU
3. HOW TO APPLY
4. AUSTRALIAN TAX CONSIDERATIONS
5. KEY RISKS
6. IMPORTANT INFORMATION
7. GLOSSARY

2

4

6

7

9

16

19

22

29

personal use only

KEY DATES

Event

Announcement of the Entitlement Offer

Lodgement of Appendix 3B, Offer Booklet and Cleansing Notice

"Ex" date

Record date for Entitlement Offer

Entitlement Offer opens

Offer Booklet and Entitlement and Acceptance Form despatched

Closing date for acceptances under the Entitlement Offer

Trading in New Shares commenced on a deferred settlement basis

Announcement of results of Entitlement Offer

Settlement of the Entitlement Offer

Allotment of New Shares issued under the Entitlement Offer

Lodgement of Appendix 2A applying for quotation of New Shares under the Entitlement Offer

Normal trading on ASX for New Shares issued under the Entitlement Offer commences

Despatch of holding statements for New Shares issued under the Entitlement Offer

Date (2022)

Before 10.00am (Sydney time)on Monday 31 January 2022

Before 10.00am (Sydney time) on Monday 31 January 2022

Wednesday 2 February 2022

7.00pm (Sydney time) on Thursday 3 February 2022

Friday 4 February 2022

Friday 4 February 2022

5.00pm (Sydney time) on Friday 18 February 20221

Monday 21 February 2022

Thursday 24 February 2022

Thursday 24 February 2022

Thursday 24 February 2022

Before 12.00pm (Sydney time) on Thursday 24 February 2022

Friday 25 February 2022

Friday 25 February 2022

For

The timetable above is indicative only and may change. 1ST may amend any of these dates and times without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws. In particular, 1ST reserves the right to extend the Closing Date of the Entitlement Offer, to accept late applications under the Entitlement Offer (either generally or in particular cases) and to withdraw the Entitlement Offer without prior notice. Any extension of the Closing Date will have a consequential effect on the issue date of New Shares.

The commencement of quotation of New Shares is subject to confirmation from ASX. Cooling off rights do not apply to an investment in New Shares. You cannot withdraw your application once it has been accepted. Eligible Shareholders wishing to participate in the Entitlement Offer are encouraged to

1. Eligible Shareholders who wish to take up all or a part of their Entitlement must complete and return their personalised Entitlement and Acceptance Form with the requisite Application Monies or pay their Application Monies via BPAY by following the instructions set out on the personalised Entitlement and Acceptance Form, so that they are received by the Share Registry by no later than 5.00pm (Sydney time) on Friday

1. February 2022. Eligible Shareholders should refer to Section 2 for options available to them to deal with their Entitlement.

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