Wisr : Share Purchase Plan Offer Booklet

WISR SHARE PURCHASE PLAN

Wisr Limited ACN 004 661 205

Opening Date: 20 January 2020

Closing date: 5:00 p.m. (AEDT) 3 February 2020

THIS IS AN IMPORTANT DOCUMENT

This is an important document. The Share Purchase Plan does not take into account the individual investment objectives, financial situation or particular needs of each eligible shareholder. The information provided in this document does not constitute investment or financial product advice and you should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept the offer.

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

These materials have been prepared for publication in Australia and do not constitute an offer of securities for sale in the United States or to "US persons" (as defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")) and may not be sent or disseminated in, directly or indirectly, the United States or to any US person in any place. Wisr Limited's shares have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and may not be offered, sold or otherwise transferred in the United States or to or for the account or benefit of any "US Person" except in compliance with the registration requirements of the Securities Act and any other applicable state securities laws or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

The distribution of this Bidder's Statement in jurisdictions outside Australia may be restricted by law or regulation, and persons who come into possession of it should seek advice on, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

LETTER FROM THE CHAIRMAN

17 January 2020

Dear Shareholder

On 16 January 2020, Wisr Limited (Wisr, the Company) announced the placement of approximately 181 million ordinary shares to professional and sophisticated investors, for proceeds of $33.5 million (Placement), pursuant to which settlement will occur in two tranches. With a view to providing retail investors a similar opportunity to make an additional investment in the Company at a discount to market price, I am pleased to offer you the opportunity to participate in the Wisr Share Purchase Plan (SPP), allowing you to purchase up to A$30,000 worth of Wisr ordinary shares, without incurring any brokerage and transaction costs (New Shares). The Company aims to raise $1.5 million through the SPP and funds raised through the SPP and the Placement will be used to support the scaling of the Company's core lending business, the ongoing development of the Company's ecosystem of category-defining products and general working capital purposes.

The SPP offers eligible shareholders the opportunity to purchase New Shares in parcels of $2,000, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000 and free from brokerage and transaction costs.

Participation in the SPP is optional and is open to shareholders who held Wisr shares as at 7:00 p.m. (AEDT) on 15 January 2020 and who have a registered address in Australia or New Zealand (Eligible Shareholders).

The price at which Eligible Shareholders may apply for ordinary shares under the SPP is $0.185, being the same price offered in the Placement. This price represents a discount of approximately 15.9% to the volume-weighted average price of Wisr shares traded on ASX over the five trading days before the announcement of the SPP on 16 January 2020.

Wisr has an absolute discretion as to the amount to be raised under the SPP and reserves the right to scale back applications or issue a larger number of shares than previously indicated. Should applications be scaled back, you may be allocated New Shares to a value which is less than the parcel of New Shares you applied and made payment for, and the difference will be refunded to you.

Full details of the SPP are set out in the enclosed terms and conditions. How to apply:

The SPP will open on Monday 20 January 2020. To apply for New Shares under the SPP, Eligible Shareholders may either:

• complete and return the enclosed Application Form in accordance with the details on the form, together with a cheque, bank draft or money order drawn on an Australian bank in Australian dollars; or
• pay directly via BPAY on the internet or by telephone (for shareholders with an eligible Australian bank account only).

Application Forms must be received by Wisr's share registry, or a BPAY payment must be received, by no later than 5:00 p.m. (AEDT) on Monday 3 February 2020. Please note that Wisr reserves the right to vary the closing date of the SPP by making an announcement to ASX.

Accompanying this letter is a document entitled "Wisr Share Purchase Plan Terms and Conditions", which explains how the New Shares will be issued should you decide to participate in the SPP. This should be read in its entirety before you decide whether to participate in the SPP.

The SPP does not take into account the individual investment objectives, financial situation or particular needs of each Eligible Shareholder. You should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept the offer.

If you have any questions in relation to the SPP, please contact Wisr's share registry, Computershare Investor Services Pty Limited, on 1300 855 080 (within Australia) or [phone] (outside Australia) 9:00 a.m. to 5:00 p.m. (AEDT) Monday to Friday.

Thank you for your continued support of the Company and its initiatives in providing Australians with a smarter, fairer alternative when it comes to their personal finances, and redefining what a consumer lending company can be

Yours faithfully

John Nantes

Chairman

WISR SHARE PURCHASE PLAN TERMS AND CONDITIONS

Wisr is pleased to provide Eligible Shareholders with the opportunity to participate in the Wisr Limited Share Purchase Plan (SPP) by subscribing for up to $30,000 worth of new fully paid ordinary shares in Wisr (New Shares) without incurring brokerage or other transaction costs. Details of this offer and how to participate are set out below.

Funds raised through the SPP will be used to support the scaling of the Company's core lending business, the ongoing development of the Company's ecosystem of category-defining products and general working capital purposes.

KEY DATES

EVENT	DATE
Record Date	7:00pm (AEDT) on 15 January 2020
SPP Offer opens	20 January 2020
SPP Offer closes*	5:00 p.m. (AEDT) on 3 February 2020
Allotment of New Shares	10 February 2020
Quotation of New Shares on ASX	11 February 2020
New Shares commence normal trading on	11 February 2020
ASX
Dispatch of holding statements / refund	11 February 2020
advice (if applicable)*

• Wisr reserves the right to vary the dates by making an announcement to the ASX.

ARE YOU AN ELIGIBLE SHAREHOLDER?

If you were registered as a holder of Wisr ordinary shares at 7:00 p.m. (AEDT) on 15 January 2020 (Record Date) and your registered address is in Australia or New Zealand, you will be eligible to participate in the SPP and therefore an Eligible Shareholder UNLESS:

• you hold Wisr shares on behalf of another person who resides outside Australia or New Zealand; or
• you are in the United States or a "US Person" as defined in Regulation S under the US Securities Act of 1933, as amended (Securities Act), or acting for the account or benefit of a U.S. Person (U.S. Person).

In accordance with relevant New Zealand securities law, a person who, on the Record Date was registered as a holder of Wisr shares with a New Zealand address but who, as at the time of this offer no longer holds Wisr shares, is not eligible to participate in the SPP. The New Shares are not being offered or sold to the public in New Zealand, other than to existing shareholders of Wisr with registered addresses in New Zealand, in reliance on the Financial Markets Conduct Act 2013 and the Financial Markets Conduct (Incidental Offers) Exemption notice 2016.This document has not been registered, filed with or approved by any New Zealand regulatory authority and is not a product disclosure statement under New Zealand law.

Wisr has determined that it is not practical for holders of Wisr shares with registered addresses in other jurisdictions to participate in the SPP. To the extent that you hold shares on behalf of another person resident outside Australia and New Zealand, it is your responsibility to ensure that any acceptance complies with all applicable foreign laws.

This is not an offer to U.S. Persons.

The shares to be issued under the SPP have not been and will not be registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States.

In order to comply with relevant securities laws, the shares to be issued under this SPP may not be offered to shareholders located in the United States (as defined in Regulation S under the Securities Act) or to shareholders who are, or who are acting for the account or benefit of, U.S. Persons. Because of these legal restrictions, you must not send copies of these Terms and Conditions or any other material relating to the SPP to any person resident in the United States or who is, or is acting for the account or benefit of, one or more U.S. Persons.

Consistent with the representations contained in these Terms and Conditions and the Application Form (the Application Form) included with these Terms and Conditions, you may not submit any completed Application Forms for any person resident in the United States or who is, or is acting for the account or benefit of, "U.S. persons". Failure to comply with these restrictions may result in violations of applicable securities laws.

PARTICIPATION BY ELIGIBLE SHAREHOLDERS

Single Holders

Joint Holders

If you are the only registered holder of a holding of Wisr shares, but you receive more than one offer under the SPP (for example, due to multiple registered holdings), you may only apply for one maximum parcel of New Shares.

If you are recorded with one or more other persons as the joint holder of a holding of Wisr shares, that joint holding is considered to be a single registered holding for the purpose of the SPP, and the joint holders are entitled to participate in the SPP in respect of that single holding only. If the same joint holders receive more than one offer under the SPP due to multiple registered holdings, the joint holders may only apply for one maximum parcel of New Shares.

Custodians and Downstream Custodians

If you are a custodian within the definition of "custodian" in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (Custodian) and hold Wisr shares on behalf of one or more persons (each a Participating Beneficiary), or on behalf of a "downstream custodian" within the definition of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (Instrument) who holds the beneficial interest in Wisr shares on behalf of a Participating Beneficiary, you may apply for up to a maximum of $30,000 worth of New Shares for each Participating Beneficiary, subject to providing a notice in writing to Wisr certifying the matters set out in paragraph 8 (3) of the Instrument (the Custodian Certificate).

Custodians should request a pro forma Custodian Certificate when making an application on behalf of Participating Beneficiaries. To request a Custodian Certificate, and if you would like further information on how to apply, please contact Wisr's share registry, Computershare Investor Services Pty Limited, on 1300 855 080 (within Australia) or [phone] (outside Australia) 9:00 a.m. to 5:00 p.m. (AEDT) Monday to Friday.

PARTICIPATION IS OPTIONAL

Participation in the SPP is entirely optional (subject to the eligibility criteria set out above). The offer to acquire New Shares is not a recommendation. If you are in any doubt about the SPP, or as to whether you should participate in the SPP or how participation will affect you, you should consider seeking independent financial and taxation advice before making a decision as to whether or not to accept this offer.

RISKS ASSOCIATED WITH PARTICIPATING IN THE SPP

You should note that Wisr's share price may rise or fall between the date of this offer and the date when New Shares are allotted and issued to you under the SPP. This means that the price you pay per New Share pursuant to this offer may be either higher or lower than Wisr's share price at the time of the offer or at the time the New Shares are issued and allotted to you under the SPP.

There are a number of risks associated with any investment, including those specific to Wisr and its business, and more general market risks.

Wisr recommends that you monitor the Wisr share price and any Wisr announcements, which can be found on Wisr's website at www.wisr.com.auor on the ASX website at www.asx.com.au (ASX code: WZR).

OFFER PRICE

Under the SPP, the offer price of the New Shares is $0.185, being equal to the offer price for the Placement announced by Wisr on 16 January 2020. This price represents a discount of approximately 15.9% to the volume-weighted average price of Wisr shares traded on ASX over the five trading days before the announcement of the SPP on 16 January 2020.

HOW MUCH CAN YOU INVEST

The offer under the SPP needs to comply with the conditions of the Instrument, which provides that eligible shareholders may only acquire up to a maximum of $30,000 worth of Wisr shares under a share purchase plan or similar plan in any 12-month period (except in certain circumstances described in "Participation by Eligible Shareholders" above).

Under the SPP, you may subscribe for parcels of $2,000, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000 worth of New Shares.

This limitation applies, for example, even if you receive more than one Application Form or if you hold Wisr shares in more than one capacity, for example, if you are both a sole and joint holder of Wisr shares. Please refer to the information under "Participation by Eligible Shareholders" above.

Wisr reserves the right, and in certain circumstances may be required by the Instrument or other conditions, to reject any application for New Shares under the SPP to the extent it considers, or is reasonably satisfied, that the application (whether alone or in conjunction with other applications) does not comply with these requirements.

APPLICATIONS MAY BE SCALED BACK

Wisr is targeting an amount of $1.5 million to raise through the SPP, but reserves an absolute discretion regarding the amount raised under the SPP, including the right to scale back applications. If there is a scale back, you may receive shares to a value lower than the value of the parcel of New Shares for which you have applied. If a scale back produces a fractional number when applied to the parcel of New Shares you applied for, the number of New Shares you will be allotted will be rounded up to the nearest whole number (if the fraction is 0.5 or greater) or rounded down to the nearest whole number (if the fraction is less than 0.5).

In the event of a scale back the difference between the application monies received, and the number of New Shares allocated to you multiplied by the offer price, will be refunded to you, without interest payable to you, as soon as practicable following allotment.

HOW WILL APPLICATION MONIES BE REFUNDED?

Any application monies refunded by Wisr under a scale back will be paid by cheque or direct credit (the payment method will be determined by Wisr in its absolute discretion) in Australian currency, on the date that holding statements are despatched under the SPP, expected to be 11 February 2020. By applying for New Shares, each shareholder authorises Wisr to pay any monies to be refunded by using the payment instructions of the shareholder recorded in Wisr's share registry's records, if Wisr should elect to pay in this manner.

CALCULATION OF THE NUMBER OF NEW SHARES TO BE ISSUED TO YOU

In the absence of a scale back, and subject to the treatment of non-compliant applications described under "General Application Terms" below, the number of New Shares to be issued to you will be calculated by dividing the aggregate application money that you pay in applying for New Shares by the offer price, then rounding up to the nearest whole number (where you have a fractional entitlement to a New Share which is 0.5 or greater) or rounding down to the nearest whole number (where you have a fractional entitlement to a New Share which is less than 0.5).

NON-RENOUNCEABLE OFFER

The offer to subscribe for New Shares under the SPP is non-renounceable. This means that you cannot transfer your right to subscribe for New Shares under the offer to anyone else.

NO OTHER PARTICIPATION COSTS

No brokerage, commission or other participation costs are payable by you to Wisr in respect of the acquisition of New Shares under the SPP.

RANKING OF NEW SHARES

All New Shares issued under the SPP will rank equally with existing Wisr ordinary shares from the date of issue, and therefore will carry the same voting rights, dividend rights and other entitlements as existing Wisr ordinary shares.

INSTRUMENT COMPLIANCE

This offer of New Shares under the SPP is made in accordance with the requirements of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. The Instrument grants relief from the requirement to prepare a prospectus for the offer of shares under the SPP.

BINDING TERMS

By accepting the offer to purchase New Shares under the SPP, you agree to be bound by these Terms and Conditions and Wisr's constitution.

HOW TO APPLY

If you are an Eligible Shareholder and would like to apply for New Shares under the SPP, you can either:

• complete the Application Form and pay by cheque, bank draft or money order; or
• make a BPAY payment.

Please see below for details.

For payment by cheque, bank draft or money order

Eligible Shareholders must complete the enclosed Application Form and return it together with a cheque, bank draft or money order made payable to "Wisr Limited - SPP A/C" drawn on an Australian bank and in Australian dollars for the correct amount, so that it is received prior to the close of the offer at 5:00 p.m. (AEDT) on Monday 3 February 2020 at:

Computershare Investor Services Pty Limited

GPO Box 505 Melbourne VIC 3001

Applying by BPAY payment

Eligible Shareholders who wish to pay by BPAY, must follow the instructions on the Application Form so that payment is received by Wisr's share registry by no later than 5:00 p.m. (AEDT) on 3 February 2020. Your personalised Application Form carries the Biller Code and your unique reference number, which you must use to take up the offer.

Applicants using BPAY should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.

If you make your payment using BPAY, you do not need to return your Application Form.

YOUR REPRESENTATION

By completing and submitting the Application Form (together with a cheque, bank draft or money order) or making a BPAY payment, you represent and certifythat the aggregate of the application price paid by you for:

• the New Shares the subject of your Application Form or BPAY payment;
• any other New Shares applied for by you under the SPP or any other Wisr shares under a

similar share purchase plan arrangement operated by Wisr in the 12 months prior to the date of submission of the Application Form or BPAY payment;

• any other New Shares which you have instructed a Custodian to acquire on your behalf under the SPP; and
• any other Wisr shares issued to a Custodian in the 12 months before the application as a

result of an instruction given by you to the Custodian or another custodian to apply for shares on your behalf under an arrangement similar to the SPP, and which resulted in you holding the beneficial interest in those shares,

does not exceed $30,000, unless you are applying as a Custodian for one or more Participating Beneficiaries and have provided Wisr with the Custodian Certificate referred to under "Participation by Eligible Shareholders" above.

GENERAL APPLICATION TERMS

Do not forward cash. Receipts for payment will not be issued. Wisr reserves the right not to accept Application Forms or BPAY payments received after 5:00 p.m. (AEDT) on 3 February 2020. Wisr reserves the right to vary the closing date of the SPP by making an announcement to ASX.

Applications may only be made for parcels of New Shares to the value of $2,000, $5,000, $10,000, $15,000, $20,000, $25,000 or $30,000. If the amount of the payment tendered with your Application Form or your BPAY payment is:

• less than $2,000 - Wisr will not allot any New Shares to you and will refund your application money to you, without interest payable to you;
• greater than $30,000 - subject to scale back, Wisr will allot the maximum number of New Shares to you and will refund the excess application money to you, without interest payable to you; or
• for an amount between $2,000 - $5,000; $5,000 - $10,000, $10,000 - $15,000, $15,000 - $20,000, $20,000 - $25,000 and $25,000 - $30,000 - subject to scale back, Wisr will round down the dollar value of New Shares that you are applying for to the parcel with the next lowest value, and will refund the excess application money to you, without interest payable to you.

Application Forms must be received by Wisr's share registry and BPAY payments must be received by no later than 5:00 p.m. (AEDT) on 3 February 2020. Application Forms and BPAY payments received after that time will not be accepted.

Application Forms and BPAY payments under the SPP may not be withdrawn once they have been received by Wisr. No interest will be payable on application money held by Wisr.

Please read the enclosed Application Form for further details of how to apply for New Shares under the SPP.

REPRESENTATIONS REGARDING ELIGIBILITY AND OTHER JURISDICTIONS

If you apply to participate in the SPP by submitting a BPAY payment or completing or returning an Application Form, you represent on your own behalf and on behalf of each person on whose account you are acting that:

• you are an Eligible Shareholder;
• you acknowledge that the New Shares have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia or New Zealand and accordingly, New Shares may not be offered, sold or otherwise transferred except in accordance with an available exemption from, or a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws; and
• you have not, and will not, send any materials relating to the SPP to any person in the United States or that is, or is acting for the account or benefit of, a U.S. Person.

ALLOTMENT AND QUOTATION DATES

New Shares are expected to be allotted under the SPP on 10 February 2020 and Wisr will apply for those New Shares to be quoted on ASX.

The registry will dispatch a holding statement or confirmation advice in respect of the New Shares allotted to you under the SPP shortly after the New Shares have been issued. You should confirm your holding before trading in any New Shares you believe have been allotted to you under the SPP.

UNDERWRITING

The SPP will not be underwritten.

WITHDRAWAL, SUSPENSION, TERMINATION, ANOMALIES AND DISPUTES

Wisr reserves the right to waive strict compliance with any provision of these Terms and Conditions, to amend or vary these Terms and Conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all Eligible Shareholders even where Wisr does not notify you of that event.

Wisr may make determinations in any manner it thinks fit, including in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any participant or application. Any determination by Wisr will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates.

Wisr's rights may be exercised by the Board or any delegate of the Board.

FURTHER INFORMATION

If you have any questions, please contact Wisr's share registry, Computershare Investor Services Pty Limited, on 1300 855 080 (within Australia) or [phone] (outside Australia) 9:00 a.m. to 5:00 p.m. (AEDT) Monday to Friday.

GOVERNING LAW

This offer is governed by the law in force in New South Wales. By accepting this offer, you submit to the non-exclusive jurisdiction of the courts of New South Wales.