consegna group limited for personal use only shareholder, the board of consegna group limited...

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Consegna Group Limited Share Purchase Plan 18 December 2012 This document contains certain “forward-looking statements”. The words “anticipate”, “believe”, “will”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “target”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, sales, the ability to secure financing and financial position and performance are also forward-looking statements. Any forecast or other forward looking statement contained in this document is subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgment and assumptions as to future events which may or may not be correct. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the issuer, that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. You are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements are based on information available to us as of the date of this release. Except as required by law or regulation (including the ASX Listing Rules) we undertake no obligation to update these forward-looking statements. For personal use only

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Page 1: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

Consegna Group Limited Share Purchase Plan

18 December 2012

This document contains certain “forward-looking statements”. The words “anticipate”, “believe”, “will”, “expect”, “project”, “forecast”, “estimate”, “likely”, “intend”, “should”, “could”, “may”, “target”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, sales, the ability to secure financing and financial position and performance are also forward-looking statements. Any forecast or other forward looking statement contained in this document is subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgment and assumptions as to future events which may or may not be correct. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of the issuer, that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. You are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements are based on information available to us as of the date of this release. Except as required by law or regulation (including the ASX Listing Rules) we undertake no obligation to update these forward-looking statements.

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Page 2: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

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Dear Shareholder,

The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders to participate in a Share Purchase Plan ("SPP" or “the Offer”). The SPP will provide eligible shareholders with the opportunity to subscribe for between $2,000 and $15,000 worth of fully paid ordinary shares in Consegna (“Shares”) from the Offer (“New Shares”) without brokerage cost.

On behalf of the Board, we are very much focused on the sale of its BreatheAssist™ product. This year, 2012, saw the brand release of the first variant of BreatheAssist™, the BO2LT™, a nasal dilator designed to increase airflow and enhance sports performance. Next year, 2013, is about selling the BO2LT to consumers with Consegna earning revenue either via licensing the BreatheAssist range of products including the snoring variant and/or direct product sales. The market size for the BO2LT alone is extensive. According to the Global Sports Estimate Report (2011), a survey by the NPD Group, global sales of sports equipment, active apparel and athletic footwear was valued at $315 bn USA ( 226 bn) in 2010, a 4% increase from 2009. Cycling alone accounts for 15% of the global sports market according to the NPD Group Survey. The survey also showed global sales of 137 million bikes, an increase in volume of 4% in 2010. We estimate net profit from the direct sales of just 750,000 BO2LT packages over time, being less than 1% of this market sector, would be approximately equal to Consegna's current entire market capitalization and cycling is just the tip of the sports market. Please think about that. To me, this alone is a reason to consider your participation in this SPP. We worked incredibly hard on the licensing transaction last year with a North American group called Triple A. Although words cannot describe the frustration as a team we felt when the transaction aborted, history will prove it was the best thing for Consegna and its loyal shareholders. The market has indicated its frustration at this and it has been difficult.

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Page 3: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

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The BreatheAssist technology is a multi-application platform that enables a range of product offerings including potential application in sports, snoring cessation, disorders associated with a deviated septum, delivery of medicaments, for odour masking purposes, dust and pollen filtration and enhancing sports performance.

As mentioned, over the last year we have made very good progress with the development of BO2LT including:

• In market testing and trial by Australian Cyclist, Mark O’Brien who used BO2LT in his victory in the Tour of Toowoomba and the Santos North Western Tour;

• Appointment of five times Olympic gold medallist, Sir Steve Redgrave as brand ambassador. Sir Redgrave is a living legend in the UK for his rowing achievements;

• A clinical trial at the Australian Catholic University commenced with results expected in the New Year;

• A first adopter program offered to shareholders allowing them to try and test BO2LT ahead of market launch which has resulted in numerous shareholders testing the device; and

• Appointment of FDA approved manufacturer ChinaMed.

With the majority of R&D completed on BO2LT, a manufacturer in place and much of the preparation for market launch complete, we are entering a period in which the Company is now seeking the support of all shareholders and investors. To complete the next exciting stages, the Company appreciates your consideration to participate in the SPP.

The SPP will be available to all shareholders who were on the Company's share register as at 7:00 p.m. AEDT on Tuesday 11 December, 2012 (“Record Date”) with a registered address in Australia or New Zealand (“Eligible Shareholders”).

Under the SPP, Eligible Shareholders will be offered Shares at a subscription price of $0.004 per Share. Participation in the SPP is entirely voluntary and participants may apply for a parcel of New Shares with the value of either: $2,000, $3,500, $5,000, $7,500, $10,000, $12,500 or $15,000.

The total number of New Shares to be issued under the SPP is not known and will depend on the number of Eligible Shareholders and their level of participation in the SPP. The number of New Shares to be issued under the SPP will not exceed 30% of Shares already on issue at the date of issue of New Shares under the SPP.

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Page 4: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

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Funds raised through the SPP will be used for working capital purposes and to fund the proposed launch of the Company’s BreatheAssist product suite in 2013. Shares issued under the SPP will be fully paid ordinary shares in Consegna and will rank equally in all respects with existing Shares. Consegna will apply to the ASX for official quotation of New Shares issued under the SPP.

Consegna will make the Offer to Eligible Shareholders without providing a disclosure document in accordance with class order relief provided by the Australian Securities and Investments Commission (ASIC Class Order 09/425). The issue of New Shares to Eligible Shareholders (including directors of Consegna) does not require the approval of Consegna shareholders, in reliance on Exception 15 in ASX Listing Rule 7.2 and Exception 8 in ASX Listing Rule 10.12.

An indicative timetable for the SPP is as follows:

Event Date Record Date to determine eligibility to participate in the SPP 11 December 2012, 7:00 p.m. AEDT Dispatch of SPP documentation to Eligible Shareholders 21 December 2012 Opening of the SPP 21 December 2012 Closing Date of the SPP 25 January 2013, 8:00 p.m. AEDT Allotment and Issue of Shares under the SPP By 4 February 2013 Application to ASX for quotation of New Shares By 4 February 2013

The terms and conditions of the SPP and an application form are enclosed. If you are eligible and wish to participate, payment must be received by 8:00 pm AEDT on 25 January 2013 in accordance with the instructions set out on the application form and in section 6 of the SPP terms and conditions. If you have any questions in relation to the SPP please contact the Company’s Share Registry, Security Transfer Registrars, on +61 8 9315 2333.

We look forward to an exciting 2013 as we launch BreatheAssist and thank you for your continuing investor support of Consegna.

Yours sincerely,

Fabio Pannuti Executive Chairman

On behalf of the Board of Directors Consegna Group Limited

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Page 5: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

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!SHARE PURCHASE PLAN TERMS & CONDITIONS (CONSEGNA) 1 !

Consegna Group Limited ACN 107 903 159

Share Purchase Plan Terms and Condit ions

The following are the terms and conditions of the SPP. By accepting the offer to subscribe for Shares under the SPP, you will have agreed to be bound by these terms and conditions and the Company’s constitution. This Offer is made without taking into account the individual investment objectives, financial position, taxation situation or particular needs of each Eligible Shareholder. Accordingly, before making a decision on whether or not to accept the Offer, you should consult with your financial or other professional advisor. This document is not a Prospectus or other disclosure document under the Corporations Act. NOT FOR DISTRIBUTION OR RELEASE IN JURISDICTIONS OUTSIDE OF AUSTRALIA OR NEW ZEALAND & NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S PERSONS 1. Class Order 09/425 issued by the Austral ian Securit ies & Investment

Commission The SPP has been structured to comply with the Australian Securities & Investment Commission Class Order 09/425 to enable the Company to issue New Shares without a disclosure document. 2. The SPP The SPP enables Eligible Shareholders to purchase up to $15,000 in New Shares without brokerage cost. The subscription price of $0.004 per New Share is the same subscription price paid by investors who participated in a private placement of Shares announced to ASX on Monday 17 December 2012. New Shares issued to you under the SPP will rank equally with your existing Shares and will carry the same voting rights and other entitlements. Participation in the SPP is entirely voluntary (subject to eligibility criteria set out under clause 4). The SPP is not underwritten.

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Page 6: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

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!SHARE PURCHASE PLAN TERMS & CONDITIONS (CONSEGNA) 2 !

3. Timetable for the SPP The key dates for the SPP are set out below: Event Date Record Date to determine eligibility to participate in the SPP 11 December 2012, 7:00 p.m. AEDT Dispatch of SPP documentation to Eligible Shareholders 21 December 2012 Opening of the SPP 21 December 2012 Closing Date of the SPP 25 January 2013, 8:00 p.m. AEDT Allotment and Issue of Shares under the SPP By 4 February 2013 Application to ASX for quotation of New Shares By 4 February 2013 The Company reserves the right to change the Closing Date of the SPP, the proposed allotment date and the date of application to ASX for official quotation of New Shares at any time by making an announcement to the ASX. 4. Shareholders El igibi l i ty to Part ic ipate Registered holders of Shares in the Company at 7:00 p.m. AEDT on 11 December 2012 (Record Date) with a registered address in either Australia or New Zealand are eligible to participate in the SPP. Due to foreign security laws, it is not practical for shareholders who are resident in other countries to participate in the SPP. Single holders - if you are a sole registered holder of a holding of Shares, but you receive more than one offer under the SPP (for example due to multiple registered holdings), you may only apply for one parcel of Shares with an aggregate value of up to $15,000. Joint holders - if you are recorded as one or more other persons as the joint holder of a holding of Shares, that joint holding is considered to be a single registered holding for the purposes of the SPP, and the joint holders are entitled to participate in the SPP in respect of that single holding only. Trustees and nominees ‒ If you are a Custodian and hold shares on behalf of one or more persons (Participating Beneficiary), you may subscribe a maximum of $15,000 in the SPP for each Participating Beneficiary, subject to providing Consegna (via its registry, Security Transfer Registrars) with a notice in writing that you certify to Consegna the matters required by ASIC Class Order [CO 09/425], condition 9 (Custodian Certificate). Custodians must also certify that each Participating Beneficiary has a registered address in Australia or New Zealand.

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Page 7: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

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!SHARE PURCHASE PLAN TERMS & CONDITIONS (CONSEGNA) 3 !

Please contact Security Transfer Registrars on +61 8 9315 2333 for a copy of the Custodian Certificate which is required to be attached to the application form and lodged with Security Transfer Registrars. If you hold shares as a trustee or nominee for another person, but are not a Custodian, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings apply and you may only contribute a maximum of $15,000 in applying for the SPP. You are not eligible to participate on behalf of a person who resides outside Australia or New Zealand. Consegna reserves the right to reject any application at its discretion, including but not limited to where the maximum application limit or any other term of the SPP has not been complied with. The SPP is made on the same terms and conditions to each Eligible Shareholder. Participation in the SPP is entirely voluntary (subject to eligibility criteria). 5. How much can you invest in the SPP?

Eligible Shareholders may subscribe for a maximum of 3,750,000 New Shares, which will cost $15,000. There is a minimum limit of 500,000 New Shares that you can subscribe for under the SPP, which will cost $2,000. Eligible Shareholders may apply for any number of New Shares that matches a Tranche detailed in the below table. The following options are available to Eligible Shareholders: Tranche Subscript ion Amount

$AUD New Shares to be al lotted at $0.004 per Share

Tranche A $15,000 (maximum) 3,750,000 Tranche B $12,500 3,125,000 Tranche C $10,000 2,500,000 Tranche D $7,500 1,875,000 Tranche E $5,000 1,250,000 Tranche F $3,500 875,000 Tranche G $2,000 (minimum) 500,000 Eligible Shareholders must not acquire more than $15,000 worth of New Shares, in aggregate, under the SPP. This limitation applies even if you receive more than one application form or if you hold Shares in more than one capacity, e.g. if you are both a sole shareholder and a joint holder of Shares as described above.

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Page 8: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

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!SHARE PURCHASE PLAN TERMS & CONDITIONS (CONSEGNA) 4 !

6. How to part ic ipate in the SPP If you are an Eligible Shareholder and you wish to participate in the SPP, please follow the instructions set out on the enclosed personalised application form and send this form together with your cheque or money order made payable to “Consegna Group Limited” to: Security Transfer Registrars Pty Ltd PO Box 535, Applecross WA 6953 Alternatively you can make a BPAY payment as shown on the application form. If you make a BPAY payment, you do not need to return the application form. If you wish to participate you should ensure that your application form and payment is received by no later than 8pm (AEDT) on Friday, 25 January 2013. Please ensure you allow adequate time for mail deliveries. You will not be able to withdraw or revoke your application once you have sent us the completed application form and payment. 7. Company Information Details of the current activities and operations of the Company are set out in the announcements made by Consegna to the ASX and are available from the ASX website, www.asx.com.au, or Consegna’s website at www.consegna.com. 8. Use of funds raised Funds raised from the SPP will be used to for working capital purposes and to fund the proposed launch of the Company’s BreatheAssist product suite in 2013. 9. Important information to consider before part ic ipating in the SPP Before deciding whether to participate in the SPP, you should refer to the current market price of Shares, which can be obtained from the financial pages of your daily newspaper, your stockbroker, your financial advisor or the ASX. Please note that the market price of Shares may rise or fall between the date the SPP opens and the date the New Shares are issued to you under the SPP. This means that the price you pay per New Share issued under the SPP may be greater or less than the price of Shares at the time the New Shares are issued to you under the SPP. You should consider the Company’s latest financial statements and recent announcements to ASX (ASX code: CGP). You should also consider obtaining your own independent professional financial and/or taxation advice to assist you in determining whether or not, and

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Page 9: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

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!SHARE PURCHASE PLAN TERMS & CONDITIONS (CONSEGNA) 5 !

the extent to which, you wish to participate in the SPP. In doing so you should take into account your own financial situation, needs and objectives. Consegna and its officers make no recommendation about whether or not you should apply for New Shares under the SPP, and nothing in this document or the accompanying documentation constitutes investment or financial product advise, or is it intended to influence your decision whether or not to participate in the SPP. An investment in Consegna is speculative. Risk factors associated with an investment in Consegna include but are not limited to the following:

• the Market Price of the New Shares may be influenced by factors beyond the control of Consegna such as the share market and general economic conditions;

• an inability to successfully commercialise intellectual property; • an inability to attract and retain strategic partners; • an inability to adequately protect intellectual property; and • competition from companies which have potentially greater access to and volumes of

resources. 10. Issue of Shares Shares to be issued under the Plan will be issued as soon as reasonably practicable and no later than 5 business days after the Closing Date. Shares issued under the Plan will rank equally in all respects with all other fully paid ordinary shares in the Company from the date of issue. Holding statements or CHESS notification will be issued in respect of all Shares issued under the Plan. The Company will, promptly after the issue of Shares under the Plan, make application for those Shares to be listed for quotation on the Official List of ASX. 11. Non-Renounceable Offer The offer of New Shares under the SPP is non-renounceable. This means you cannot transfer your right to purchase New Shares under the SPP to another person or entity. 12. Modif ication or Termination of SPP Consegna reserves the right to modify or terminate the SPP at any time prior to the issue of New Shares. The Company will notify ASX of any modification to, or termination of, the SPP. The omission to give notice of any modification to, or termination of, the SPP or the failure of ASX to receive such notice will not invalidate the modification or termination.

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Page 10: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

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!SHARE PURCHASE PLAN TERMS & CONDITIONS (CONSEGNA) 6 !

If the Company terminates the SPP, it will refund application monies (without interest). 13. Scale Back Consegna reserves the right to allot fewer New Shares than an Eligible Shareholder applies for under the SPP, or no Shares, if Consegna believes the issue of those Shares to the applicant would contravene any law or the ASX Listing Rules. If, for whatever reason, the Company issues fewer New Shares to you than you applied for, any application moneys received in excess of your actual allocation of New Shares will be refunded without interest. Any necessary refund will be paid by Consegna to Eligible Shareholders shortly after the closing date or the date upon which the closing date is extended. Decisions made by the Board in relation any scale back are final. 14. Dispute Resolut ion Consegna may settle in any manner it thinks fit, 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, and the decision of Consegna will be conclusive and binding on all participants and other persons to whom the determination relates. Consegna reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of Consegna under these conditions may be exercised by the directors of the Company or any delegate of the directors of the Company. 15. Foreign Securit ies Restr ict ions As noted above, the SPP is only being extended to shareholders with a registered address in Australia or New Zealand. This document (and the accompanying application form) does not constitute an offer to issue any securities in Consegna in any jurisdiction in which such an offer would be illegal. To the extent that a shareholder holds Shares on behalf of another person residing outside of Australia or New Zealand, it is that shareholders responsibility to ensure that any acceptance complies with all applicable foreign laws. New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand and to whom the Offer is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

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Page 11: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

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!SHARE PURCHASE PLAN TERMS & CONDITIONS (CONSEGNA) 7 !

This document has not been registered, filed with or approved by any New Zealand regulatory authority under the Securities Act 1978 (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. Neither this document nor the application form constitutes an offer of Securities in the United States or to, or for the account or benefit of any U.S. person. The Shares to be issued under the SPP have not been and will not be registered under the US Securities Act of 1933, as amended, or the securities laws of any state or other jurisdiction of the United States. 16. Governing Law The SPP and these terms and conditions shall in all respects be governed by and shall be construed in accordance with the laws of Victoria. 17. Contact If you have any questions regarding the SPP or how to deal with this Offer, please contact your professional advisor or stockbroker. If you require information on how to complete the application form please contact the Company’s Share Registry, Security Transfer Registrars, on +61 8 9315 2333. 18. Declaration & Acknowledgement By forwarding and completing an application for Shares under the SPP and/or by making payment for New Shares by cheque, money order, bank draft or BPAY, each applicant:

• acknowledges that he/she has read, understands and agrees to be bound by the terms and conditions of the SPP;

• certifies that (where Shares are held as trustee or nominee on account of a

beneficiary expressly noted on the Company’s register of members (“Beneficiary”)) the aggregate of the application price for the Shares subject of the application and any other Shares applied for by, or on behalf of, the Beneficiary under the SPP does not exceed $15,000;

• acknowledges and accepts the risk that the market price of Shares may change

between the date the SPP opens and the date that New Shares are issued under the SPP.

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Page 12: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

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!SHARE PURCHASE PLAN TERMS & CONDITIONS (CONSEGNA) 8 !

• acknowledges that you have not been provided with investment advice or financial product advice by Consegna or Security Transfer Registrars Pty Ltd and that neither of them has any obligation to provide this advice in relation to your consideration as to whether or not to purchase New Shares or participate in the SPP;

• acknowledges that the New Shares have not, and will not be registered under the

U.S Securities Act or securities law of any other jurisdiction outside of Australia and New Zealand; and

• agrees not to send any materials relating to the SPP to any person in the United

States or to any person that is, or is acting for the account or benefit of, a U.S. person.

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Page 13: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

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!SHARE PURCHASE PLAN TERMS & CONDITIONS (CONSEGNA) 9 !

19. Definit ions ASIC means the Australian Securities and Investments Commission. ASX means the means ASX Limited or the securities exchange operated by it (as the case requires). ASX List ing Rules or List ing Rules means the Listing Rules of ASX and any other rules of ASX which are applicable while the Company is admitted to the Official List of ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX. Board means the Board of Directors of the Company. Closing Date means the date specified as such in an Offer or such later date as may be determined by the Board. Consegna, CGP or Company means Consegna Group Limited, ACN 107 903 159. Corporations Act means Corporations Act 2001 (Cth). El igible Shareholders means members of the Company eligible to participate in the Offer as determined under clause 4. Market Price has the same meaning as that term is defined in the Listing Rules of the Australian Securities Exchange. New Shares means Shares to be issued pursuant to the SPP. Offer means a non-renounceable offer of ordinary fully paid shares in the Company to Eligible Shareholders under the Plan. Plan or SPP means the Consegna Group Limited Share Purchase Plan. Purchase Price means the subscription price for each Share being $0.004 per Share. Record Date means the date specified as such in an Offer made pursuant to the Plan. Shares means fully paid ordinary shares in the Company. Words importing the singular include the plural and vice versa.

All references to currency are in Australian dollars.

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Page 14: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

REGISTERED OFFICE:The Grain Store,7/21 Northumberland Street,COLLINGWOOD, VIC,AUSTRALIA, 3002

SHARE REGISTRY:Security Transfer Registrars Pty Ltd

All Correspondence to:PO BOX 535,

APPLECROSS WA 6953 AUSTRALIA770 Canning Highway,

APPLECROSS WA 6153 AUSTRALIAT: +61 8 9315 2333 F: +61 8 9315 2233

E: [email protected]: www.securitytransfer.com.au

CONSEGNA GROUP LIMITEDABN: 12 107 903 159

SHARE PURCHASE PLAN APPLICATION FORMTHIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

Holder Number:

NON-RENOUNCEABLE SHARE OFFER CLOSING AT 5.00PM WST ON 25 JANUARY 2013(1) I/We, the above mentioned, wish to apply for the number of Fully Paid Ordinary Shares which will be issued in accordance with the Share Purchase Plan (SPP) and the Constitution of the Company as stated below: (please mark "X" to indicate one choice only)

(2) I/We have enclosed/made payment for the amount shown above (following the payment instructions as detailed overleaf).(3) I/We hereby authorise you to place my/our name(s) on the register of members in respect of the New Shares allotted to me/us.(4) I/We agree to be bound by the Constitution of the Company and the terms of the SPP.(5) I/We hereby agree to accept any lesser number of New Shares applied for.(6) I/We hereby certify that the amount of Shares subscribed for by me/us pursuant to the SPP (being a maximum of $15,000.00 worth of Shares) does not exceed $15,000.00 taking into account the Shares the subject of this application and any other Shares applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including other beneficial interests. Limit on Participation and Custodian Certification- see overleaf for details. (7) My/Our contact details in case of enquiries are:

Record Date: 11 DECEMBER 2012

E & O.E.

NAME TELEPHONE NUMBER

( )EMAIL ADDRESS

@

CGP 2

Code: CGP

BPAY® this payment via internet or phone banking.Your BPAY® reference number is unique to this offer and is not to be used for any other offer.

PAYMENT INFORMATION - Please also refer to payment instructions overleaf.

CHEQUE/MONEY ORDER

All cheques (expressed in Australian currency) areto be made payable to CONSEGNA GROUPLIMITED and crossed "Not Negotiable".

REGISTRY DATE STAMP

Biller Code: 159483

Ref:

A

B

C

D

TOTAL SUBSCRIPTION AMOUNT@ $0.004 PER SHARE

$15,000.00

$12,500.00

$10,000.00

$7,500.00

3,750,000

NUMBER OF SHARES

3,125,000

2,500,000

1,875,000

E

F

G

TOTAL SUBSCRIPTION AMOUNT@ $0.004 PER SHARE

$5,000.00

$3,500.00

$2,000.00

NUMBER OF SHARES

1,250,000

875,000

500,000

BPAY PAYMENT OR THE RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE OFFER.

4444666611112222333366669999444422227777

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Page 15: Consegna Group Limited For personal use only Shareholder, The Board of Consegna Group Limited ("Consegna" or "the Company") is pleased to announce an opportunity for all eligible shareholders

CERTIFICATIONBy making payment for the application monies, I/we hereby:

1. Acknowledge that I/we have read and understood theTerms of the SPP;

2. Agree to be bound by the Terms of the Constitution of the Company and the SPP;

3. Agree to accept any lesser number of New Shares than the number of Securities applied for; and

4. (If not a Custodian as defined in ASIC Class Order 09/425) Certify that the amount of Securities subscribed for by me/us pursuant to the SPP does not exceed the maximum amount taking into account the Securities the subject of this application and any other Securities applied for by me/us under the SPP or any other similar arrangement within the 12 months prior to this application including joint and other beneficial interests.

LIMITATION ON PARTICIPATIONThe maximum subscription limitation of $15,000.00 will applyeven if an eligible Holder has received more than one form(whether in respect of a joint holding or because the eligibleHolder has more than one holding under separate Securityaccounts).

CUSTODIAN CERTIFICATIONIf you are a Custodian (as defined in ASIC Class Order 09/425),you must submit a custodian certificate to CONSEGNA GROUPLIMITED. If you did not receive a custodian certificate, contactSecurity Transfer Registrars Pty Limited. If you need furtherinformation to determine whether you are a Custodian, refer tothe terms and conditions of the Plan which accompany thisShare Purchase Plan Application Form or contact SecurityTransfer Registrars Pty Limited.

ENQUIRIESAll enquiries should be directed to the Company's share registry:

Security Transfer Registrars Pty Ltd

PO Box 535, Applecross WA 6953 AUSTRALIA

770 Canning Highway, Applecross WA 6153 AUSTRALIA

Telephone +61 8 9315 2333

Facsimile +61 8 9315 2233

Email [email protected]

Biller Code: 159483

CHEQUE/MONEY ORDER

All cheques should be drawn on an Australian bank andexpressed in Australian currency and crossed "Not Negotiable".

Sufficient cleared funds should be held in your account as youracceptance may be rejected if your cheque is dishonoured.

Cheques or bank drafts drawn on overseas banks in Australianor any foreign currency will NOT be accepted. Any suchcheques will be returned and the acceptance deemed to beinvalid.

Do not forward cash as receipts will not be issued.

When completed, this form together with the appropriatepayment should be forwarded to the share registry:

Security Transfer Registrars Pty LtdPO Box 535, APPLECROSS WA 6953.

Applications must be received by Security TransferRegistrars Pty Ltd no later than 5.00pm WST on the closingdate.

LODGEMENT INSTRUCTIONS

PRIVACY STATEMENTPersonal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitatingdistribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and printproviders, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that isinaccurate please contact them at the address on this form.

PAYMENT INSTRUCTIONS

BPAY® this payment via internet or phone banking.Your reference number is quoted on the front of this form.

Multiple acceptances must be paid separately.

Applicants should be aware of their financial institution's cut-offtime (the time payment must be made to be processedovernight) and ensure payment is processed by their financialinstitution on or before the day prior to the closing date of theoffer. BPAY applications will only be regarded as accepted ifpayment is received by the registry from your financial institutionon or prior to the closing date. It is the Applicant's responsibilityto ensure funds are submitted correctly by the closing date andtime.

You do not need to return this form if you have madepayment via BPAY.

Your BPAY reference number will process your payment toyour entitlement electronically and you will be deemed tohave applied for such Securities for which you have paid.

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