SYDNEY STOCK EXCHANGEA Guide to Listing on Sydney Stock Exchange

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1. WHY LIST? ..................................................................................... 3

2. BENEFIT OF LISTING ON SSX .................................................. 5

3. CRITERIA FOR LISTING ............................................................ 6

4. LISTING BOARDS ........................................................................ 9

5. IPO PROCESS ................................................................................ 10

6. DUE DILIGENCE .......................................................................... 15

7. THE OFFER .................................................................................... 16

8. SSX PROCESSING OF LISTING APPLICATION.................... 16

9. RESTRICTED SECURITIES AND ESCROW PERIODS ......... 18

10. ONGOING REQUIREMENTS AFTER LISTING .................. 19

11. FURTHER INFORMATION.......................................................20

CONTENTS

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OVERVIEWListing is the process of taking a privately-owned organization and making the transition to a publicly-owned entity whose securities can be traded on a stock exchange.

For many companies, having their securities listed on an internationally recognized stock exchange signifies a new phase of growth, raised public profile and market significance.

This Booklet provides an overview of what is required to list a company on the Sydney Stock Exchange (‘SSX’) covering all aspects of a listing from prerequisites through to life after the listing.

1. WHY LIST?Listing on a stock exchange is a process of transforming a privately owned entity1 to a publicly owned entity through the initial public offering (‘IPO’) of its securities on a stock exchange. Listing or IPO allows the company ‘offering’ their shares to tap a large pool of investors to provide it with capital for future growth, repayment of debt or even for working capital. Being a listed company will have certain benefits, including:

• Ease of Raising Funds for Expansion

An IPO provides an alternative to relying on bank funding and frees the business from fixed repayment commitments. Once listed, dividends due to shareholders, if any, are declared at the discretion of management and the company and as such are not subject to any fixed repayment terms.

• Enhanced Liquidity of Company’s Shares

Investors may buy or sell shares of a listed company in the open market. Founder can take advantage of this by selling their shares in the open market2.

• Ability to Conduct Mergers & Acquisition (M&A) Activities Using the Company’s Shares as Consideration

Due to the enhanced liquidity of a listed company’s shares, the company is able to use its shares in place of cash as consideration for the acquisition of a potential target company. Similarly, the market value of the company could form the basis of a valuation of the company should the owner decide to sell their stake in the company or alternatively merge the company with another.

• Enhance Image & Status of the Company

A listed company is generally seen to be more prestigious, stable and financially viable than a private company, having passed the scrutiny of regulators and investors in its listing attempt. Certain companies, especially SMEs, as a result may get given priority in awarding contracts due to their listed status. A listing in this instance thus opens doors to more opportunities for a company.

• Ability to Attract & Retain Good Staff & Professional Managers

The enhanced image and the liquidity of the company’s shares mean that a listed company is able to implement an Employee Stock Option Plan (ESOP) to attract and retain good staff and professional managers. In an ESOP, staff are awarded options which are convertible to shares in the company. The employees will be motivated to work for, and align their interests with, the company in effecting an improved share price performance.

1. At present, companies form a predominate part of the entities listed in Australia. Hence, for ease of reference, ‘company’,

‘companies’ will be referenced throughout this document unless specifically addressed otherwise

2.Subject to escrow restrictions.

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However, there are also certain disadvantages for being a listed company. A company has to weigh up the pros and cons of listing in light of its plans and goals. Early discussions with professional advisors, consultants, accountants and lawyers can provide the entity with more specific consideration and perspective.

Apart from the initial IPO costs, the cons are principally related to the way the business will be conducted after a listing:

• Less flexibility or More Complexity in Making Major Decisions

The main adjustment that an owner would have to make is the significant loss of autonomy in running the business of the listed company. Major decisions are to be made having regard to the interest of public shareholders, which may require shareholder approval. Operationally, Related-Party transactions (i.e. business dealings between the listed company and other companies controlled by the directors, CEO, or controlling shareholders (and the associates of such persons)) would similarly require shareholder approval. Shareholders of the company would also need to be mindful of who is accumulating its shares in the company as there may be take-over implications.

• Increased Compliance Costs

A listed company is expected to comply with various regulations, especially in relation to accounting and disclosure requirements. This implies more management time, effort, and compliance costs for the company post listing.

• Higher expectation on disclosure of information & ac-countability to public shareholders

A board of directors (BOD) comprising executive, non-executive and independent directors needs to be appointed for a listed company. The BOD acts as the guardian and protector of public shareholder’s interests to

ensure that the company is well-managed and that shareholder’s interests are not compromised.

• Risk of Being Take-over Targets

Every listed company is susceptible to takeover raids. Ironically, the more well-run and cash-rich a company is, the more susceptible it is to being a take-over target. With the dilution of control from a public listing, the founder runs the risk of his listed company being bought or his control being significantly reduced. He may then have to contend with other shareholders who may be less than cooperative.

• Increased Pressure for Short-term Performance

With public listing comes closer scrutiny from stock analysts and market players who directly or indirectly drive the share price performance, demand continual good financial performance, and expect dividend pay-outs. At the expense of long term growth and development of the company, the company may be pressured to deliver short-term profits or results that underpin the share price performance.

• Commitment to Investor Relationship Management

Investor relationship management is crucial in communication to the market of the financial performance and decisions of the company. However, investor relationship management also demands more management time and effort from the company’s perspective. Media scrutiny and management may also become an issue for the listed company.

• Subject to General Stockmarket Fluc-tuations

Generally, investors tend to react in a similar fashion to changing market conditions. As a result, company’s share price can move as a result of overall changes in market conditions rather than company specific conditions.

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2. BENEFIT OF LISTING ON SSXSSX acts as a bridge for capital, knowledge and deal flows between Asia and Australia. SSX is mindful that shareholder value is driven by a combination of transparency and an availability of information. The design and structure of SSX ensures that investors can confidently participate in the market, because of:

• Access to Australian and Asian investment.

• High level of market transparency and high quality of services.

• A focus on the growing companies.

• The SSX provides live information, ensuring all markets participants are fully informed which promotes greater liquidity.

• SSX’s market model is an evolution and refinement of the successful Exempt Markets.

• Lower cost to market participants than other exchanges

3. CRITERIA FOR LISTINGFor simplicity’s sake, this Booklet only deals with the general admission requirements for company applicants/listees. While other entities (including managed funds registered with ASIC) can list on SSX, such entities are beyond the scope of this Booklet. If you require information on the admission categories of “foreign exempt” and “debt issuer”, or the listing of entities other than companies, please contact SSX Supervision for guidance. There are two ways of listing, namely IPO when the company seeks to raise funds in the process of listing, and compliance listing whereby the company which already meets the spread requirement only wishes to be listed with no need to raise funds. Table 1 below provides a brief summary of admission criteria for a company applicant.

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Criteria Listing Rule Requirement Further Comments

Appropriate Structure & Operations

SSX Listing Rule 4.18: An applicant must have appropriate structure and operations.

SSX Listing Rule 4:19:Its primary business activity at the date it seeks admission to the official list must be substantially the same as it was during the last 3 financial years.

Examples SSX considers as inappropriate structure or unsound operations include:

Applicant has disproportionally large number of securities on issue that are not fully paid ordinary shares compared to the number of fully paid ordinary shares on issue; or

The applicant‘s main business operations are conducted through a joint venture with another party whereby the JV agreement gives another JV partner disproportionate representation on the governing body of the JV.

Minimum Spread Requirement

SSX Listing Rule 4:28:Having at least 50 shareholders each having a holding of the main class of securities with a value of at least $2000 excluding restricted securities; Having at least 25% (or such lower percentage as SSX may determine in respect of the applicant) of its main class of securities held by security holders who are not related parties of the applicant (excluding restricted securities); and

Maintain sufficient spread of securities to promote liquidity in its stock.

SSX does not allow spread created by artificial means.

Size of the

Applicant

SSX Listing Rule 4:29:(a) the applicant should have either a market capitalization of at least AUD$2million; orNet tangible assets of at least AUD$2million after deducting the cost of any fund raising; AND

(b) Having working capital which is

• at least $300,000;

• sufficient for its immediate requirements; and

• sufficient for projected normal operations for at least 12 months following admission after deducting cost of fund raising;

(c) be a going concern

SSX considers an applicant as an ongoing concern when it can pay its debts as and when they fall due, and continue to operate without any intention or necessity to wind up for at least 12 months.

Table 1: SSX Admission Criteria3

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Criteria Listing Rule Requirement Further Comments

Financial Statements

SSX Listing Rule 4:25:An applicant must have published or lodged consolidated and audited last three years financial statements and the latest financial statements must be in respect of a period ended not more than 6 months.

SSX Listing Rule 4:27:SSX in its discretion may require a reviewed statement of financial position under certain circumstances.

In case of the Australian company, the financial statements must be prepared and audited in accordance with the Australian Accounting Standards, or Australian Auditing Standard as the case maybe.

In case of international company or an international exempt company, their financial statements may be prepared in accordance with either Australian Accounting Standard, International Financial Reporting Standards, or other standards set out in the procedures.

Character Requirement for the Board Members

SSX Listing Rule 18.1:An applicant or listee must disclose an accurate and truthful Director’s Statement which requires the director to disclose, among other things, whether he or she is or was subject to any sanction, disciplinary action or conviction from the regulators, government authorities, exchanges or courts.

SSX will conduct a criminal and solvency check against each of the company directors and company secretary.

Sponsor Arrangement

SSX Listing Rule 3.22:During the first two years of being admitted to the official list, the listee must engage a sponsor to advise it in relation to its obligations under the SSX Listing Rules.

Sponsor must prepare the Sponsor’s Working Capital Letter at the time the applicant is seeking to be listed and any other times when the applicant proposes to engage in a refinancing or reconstruction of its business.

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Criteria Listing Rule Requirement Further Comments

Incorporation SSX Listing Rule 4:20:Applicant must be duly incorporated according to the relevant laws of Australia or another country.

The company must be validly established in Australia or in an overseas jurisdiction.

Constitution SSX Listing Rule 4.22:Certain clauses must be incorporated in the constitution to give listing rules overriding power in case of inconsistency

To be listed, the company must have constitution which is consistent with the SSX Listing Rules or contain provisions prescribed by SSX to a similar effect.

Security Offer Document

SSX Listing Rule 4.23:Application must be accompanied by a security offer document, either a prospectus or information memorandum as the case may be.

If raising fund, an applicant or a company is required to:

• Prepare a prospectus; • Lodge the prospectus with ASIC;

and • Issue the prospectus to the public.Company is not required to prepare a prospectus but an Information Memorandum instead if the company:

• Does not need to raise funds in conjunction with the listing on SSX;

• Has not raised funds in the three months prior to its application to SSX;

• Will not raise funds in the three months after its application to SSX.

Corporate Governance

SSX Listing Rules Procedure 15.3 provides an indicative list of corporate governance matters.

Corporations Act also sets out corporate governance requirements that apply to a listed entity.

Although not compulsory, SSX recommends the following corporate governance charters, codes and policies to be adopted:

• Board charter• Nomination and governance

committee charter• Remuneration committee charter • Audit and risk management

committee charter• Code of conduct• Share trading policy• Continuous disclosure policy • Communication policy• Diversity policyMost importantly, a company’s charters, codes and policies should be tailored to the company’s businessand regularly monitored.

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THE KEY TO SUCCESS IS HOW WE HELP COMPANIES UNDERSTAND THEIR RISK & LIQUIDITY

4. LISTING BOARDSThe Sydney Stock Exchange has established a multi-tiered capital market system to support all listed companies and market their listed liquidity profiles.

The Main Board and the Venture Board support the market where companies of similar size and liquidity are hosted whilst the ESG board supports industry sectors that fit this criteria.

The characteristics of different boards are

distinct, diverse and inclusive to all company sizes and maturity for those qualifying to list on the SSX. The qualification criteria, as required to be admitted to these boards, have been adapted to support fast-growth and mature companies via innovation in the areas of market supervision, trading systems, technical support and market services.

The established listing rules of the SSX, as the minimum listing standards for all companies, remains in place and the Venture, Main and ESG Boards have been established for marketing purposes only.

• The Venture Board is for initial Listees who qualify directly to this board but are not large or developed enough to list on the Main board.

• These companies generally have lower liquidity profiles compared with the Main board and quarantine the risk profile within this peer group.

• 50 Shareholder spread; and• $2m Market Capitalisation; or• $2m Net Tangible Assets; and• $300k Working Capital after costs of capital

Venture Board: Growth Companies, lower liquidity

Venture Board

• The Main board is for mature Listings that qualify directly to fit this board profile or listings that have grown sufficiently to be considered for a move from the Venture Board.

• Companies on the Main board have a higher liquidity profile in comparison with those listed on the Venture board.

• Minimum criteria for admittance to the Main board is Shareholder spread and Market Capitalisation

1. 50 Shareholders and $100m Market Capitalisation2. 150 Shareholders and $80m Market Capitalisation3. 300 Shareholders and $60m Market Capitalisation4. 400 Shareholders and $30m Market Capitalisation5. 500 Shareholders and $15m Market Capitalisation;

or $5m Net Tangible Assets; and $2m Working Capital

Main Board:Larger more mature companies, high liquidityMain Board

• Supporting Companies that have a strategic and operational focus on Environmental, Social and Governance (ESG) as core to their business.

• The ESG board is a subset of the Venture and Main boards• The SSX ESG Board is supported by the UN Sustainable Stock Exchanges ESG initiative.

ESG Board:Meet the requirements of the UN SSE for ESG

ESG Board

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5. IPO PROCESS5.1 IPO Team

The process to listing involves a great deal of work and it is important that you have the right team in place to support your management team. Selecting your advisers as soon as possible is the most effective way to identify issues early and properly plan the process. In preparing for an IPO, a company will typically appoint the following advisers:

• Corporate adviser

The corporate adviser is responsible for managing the timetable, marketing, drafting the bulk of the prospectus and the pricing and structuring of the IPO.

• Management

To oversee the process internally, the company will often delegate the responsibilities of running the IPO process to a sub-committee of the board and several key members of management with sufficient seniority. These representatives will often become involved in preparing the prospectus.

• Underwriter

The underwriter (who is also often the corporate adviser) markets the securities on offer. The underwriter assesses market demand, assists in pricing and conducts the bookbuild process and retail offer. The underwriter also takes risk if there is insufficient market demand for all the shares on offer.

• Accountants

The investigating accountant is involved in financial due diligence. The primary role is to prepare a report verifying the basis for the financial forecasts, preparing any accounts and reports disclosed in the prospectus.

• Legal advisers

The legal advisers are responsible for overseeing the due diligence process, drafting agreements relating to the IPO (such as the underwriting agreement), conducting and overseeing the due diligence process and drafting parts of the prospectus.

• Sponsor

The applicant needs to engage a sponsor in relation to its listing application and for two years after the listing to advise it of the listing rule requirements. The sponsor is required to prepare and submit certain documents to SSX such as the working capital letter and sponsor declaration of independence.

5.2 Preparation

There are a number of matters that will require consideration and likely adjustments for a company in transition from a private company to a listed company. In most cases these are matters of system and process, and the earlier these matters are addressed and bedded down the better.

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IPO Fitness

Structure

A company’s operations and structure must be appropriate for a listed company. That often means separating the operations, assets and finances from the existing owners. The simpler the capital and corporate structure the better.

• Public company (with an appropriate constitution)

• Terminate existing shareholder arrangements

• Appropriate tax structure• Appropriate form of securities.

Financial Reporting

For many companies an IPO will require an upgrade in systems for financial reporting and planning to comply with SSX listing rules and Australian accounting practices. Investors will also want to see a history of strong financial reporting and a financial plan, as well as robust forecasting and budgeting capabilities.

• Restructure the balance sheet of the company to make it more attractive for potential investors.

• Can the company comply with rules for ongoing disclosure and transparency?

• Can the company produce accurate and comprehensive information for the board?

Governance

The SSX Listing Rules do not impose compulsory governance requirements. However, it is recommended that the company implement robust and sound corporate governance systems to better manage its obligations as a listed company.

• Adopt corporate governance best practice in policies and procedures to deal with the increased disclosure requirements and governance requirements.

• Establish appropriate board structure.

• Document material contracts.

Management

The process of going (and remaining) public is time consuming. The company needs to ensure that the day to day operation of the company is not neglected.

Additionally, an IPO requires a behavioural change on the part of officers and openness, transparency and reporting are key aspects of the new role.

• Consider any skills gaps at senior management and board level and make new appointments as necessary

• Can the company respond appropriately to shareholder and investor demands?

• How will you prioritise IPO and day to day operations?

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5.3 Prospectus

The Corporations Act requires a company seeking to raise funds through the issue of securities to issue a disclosure document. Additionally, the SSX listing rules require that for a company to be admitted to the Official List, a prospectus or information memorandum must be issued and the prospectus must also be lodged with ASIC. SSX Listing Rules 4.37 also require additional documents to be given to SSX for its consideration in assessing the listing application.

The prospectus must contain all the information about the company that investors, and their advisers, would reasonably require to make an informed assessment of:

• The assets and liabilities, financial position and performance, profits and losses, and prospects of the company; and

• The rights and liabilities attaching to the shares to be offered.

Nothing else (other than some technical requirements) is required to be included and there are no confidentiality carve-outs.

Usually, the prospectus will also contain background on the company’s business, its board and management team and the industry in which it operates, to help market the float.

The test is a very wide one. The prospectus must include all information actually known to the directors and proposed directors of the company, the underwriters and brokers to the float, experts quoted in the prospectus, and others who are named in the prospectus with their consent, and anything else which falls within the test which these parties could reasonably find out. The need to include what could be reasonably discovered gives rise to the need to make reasonable enquires, that is, undertake ‘due diligence’.

Other than a number of specific, technical items which are required to be included under the Corporations Act (e.g., a statement that no shares will be issued on the basis of

the prospectus after the expiry date specified in the prospectus and details of directors’ interests and experts’ fees), nothing else is required by law to be included in the prospectus. The information in the prospectus must be worded and presented in a clear, concise and effective manner.

Information must be included in the prospectus to the extent to which it is reasonable for investors and their professional advisers to require the information in the prospectus. Important information cannot be withheld merely because it is confidential.

5.3.1 Forecast

The prospectus must contain information about the ‘prospects’ of the company. This legal requirement can be satisfied in a number of ways. The prospectus may merely include a narrative about the company’s prospects. In the past, some prospectuses contained projections – that is, estimates of future financial results based on hypothetical assumptions which are not necessarily expected to take place. Prospectuses containing projections will not be acceptable to ASIC. Any estimates of future financial results must be based on assumptions about future events and actions which the board believes are reasonable – these are called forecasts.

There is a current market expectation that a prospectus will contain forecasts extending between nine and eighteen months into the future. The market will generally treat a general statement about prospects (without figures) as being insufficient, although there is no statutory requirement that the prospectus include financial forecasts.

The appropriate level of disclosure will depend on each company. Where the industry the company operates in is volatile and the future is uncertain it may be misleading to include any figures about the future. On the other hand, if the ‘selling story’ is based on future performance of the company it may be impossible to sell the float without including figures in the form of forecasts.

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The assumptions underlying the forecast must be set out clearly in the prospectus and the investigating accountant is commissioned to give an opinion on the assumptions. The opinion is generally in the form of a ‘negative assurance’, that is, a confirmation that nothing has come to the attention of the accountant during the preparation for the float to suggest that the assumptions underlying the forecast are unreasonable. In addition, the market will usually expect to see a sensitivity analysis relating to key assumptions.

Forecasts provide the greatest area of risk in a prospectus and should receive the greatest focus. Under the Corporations Act, if a prospectus contains a statement about a future matter and there are no reasonable grounds for making the statement, the statement is taken to be misleading.

5.3.2 Investigating accountant’s report

The prospectus will include an investigating accountant’s report. The report will include a review of historical financial information for the company, together with financial statements, generally for at least two to three financial years. These financial statements may be adjusted to ensure comparability with results over prior years. The review of historical information may include an audit if the accounts were not previously audited.

5.3.3 Who Drafts the Prospectus?

Although the due diligence committee has the ultimate responsibility for drafting the prospectus, the task of coordinating the drafting is usually delegated to one of the float team members (normally the corporate adviser). Other team members will have specific responsibility for drafting sections of the prospectus, for example, the accountants will draft the investigating accountant’s report and the lawyers will draft most of the ‘additional information’ section.

5.3.4 Supplementary or Replacement Prospectus

If new information comes to light after lodgement of the prospectus with ASIC which may result in the information provided in the prospectus being misleading or a

new circumstance arises which would have been required to be disclosed if it had been in existence at the date of prospectus, this will need to be disclosed by way of a supplementary or replacement prospectus .If the new information contained in the replacement or supplementary prospectus is materially adverse from the point of view of an investor, the company is usually required to give the investors one month to withdraw the application and be repaid if the application has already been processed.

5.3.5 Verification

Before the prospectus is finalised, it undergoes a process of verification. Verification involves checking each material statement of fact or opinion in the prospectus to ensure that it is accurate and, where possible, collating supporting material for that statement. It can be a tedious and time-consuming process if it is not properly managed, but it almost invariably results in material changes to the prospectus.

The end-product of the verification process is a set of verification folders containing supporting material for each statement in the prospectus. Where ASIC conducts a post-lodgement audit, this supporting material will be one of the most important records examined by ASIC. It is important to make sure it is comprehensive and well-ordered.

5.3.6 ASIC Power

The company must lodge its prospectus with ASIC and must not accept an application for, or issue or transfer of securities under a prospectus until the period of seven days after lodgement of the prospectus has ended. ASIC may extend this period to 14 days.

When ASIC identify a company prospectus is defective, ASIC will usually issue an interim stop order. Stop orders prohibit further distribution of the prospectus and any allotment of the securities. Interim stop orders last for 21 days. Companies or issuers will negotiate with ASIC during this period of time and produce a supplementary or replacement prospectus to address ASIC concerns.

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6. DUE DILIGENCEDue diligence is a process by which stakeholders involved in the listing of a company find out and confirm information they need to know in relation to the company, its business, assets and liabilities.A properly coordinated and effective due diligence process will not only identity the material issues for inclusion in a prospectus, but in

general terms will afford the stakeholders with a defence to their potential liability for a defective prospectus.

Due diligence is usually managed by a Due Diligence Committee (‘DDC’). The process is outlined in Table 3 below:

Table 3: Due Diligence Process

Due Diligence Process

Review & Scoping

DDC: Establish a due diligence committee, prepare scoping, action plan and materiality level for due diligence process and delegate tasks to reporting persons.

Board: Approve due diligence planning memorandum.

Legal Advisers: Develop due diligence checklists, develop directors, senior management and corporate questionnaires and advise on the Australian legal requirements for the prospectus and the due diligence process.

Detailed Inquiry

DDC: Regularly hold due diligence committee meetings to identify and track material issues, have them adequately investigated, and oversee the recording of the due diligence process in appropriate documentation

Management: Respond to directors and management questionnaires, make commercial and financial enquiries and provide source information for review by the due diligence committee and experts

Reporting Persons (accountants, legal advisers and experts): Commence legal, accounting and tax reviews and identify key issues, review and comment on drafts of the prospectus.

Corporate Adviser: Draft prospectus with input from management, accountants, legal advisers and experts.

Verification & Sign-offs

DDC: Oversee verification of prospectus.

Management: Provide sign-offs on identified issues and due diligence process conducted.

Reporting Persons: Provide due diligence report on any investigations it has been required to undertake and provide required sign-offs.

Legal Adviser: Assist in verification of prospectus.

Approval & Lodgement

DDC: Provide DDC report to the board, and for the benefit of each member and their representative.

Board: Approve prospectus.

Continuing due diligence

DDC: Monitor circumstances after lodgement of prospectus and consider need for a supplementary or replacement prospectus and hold final DDC meeting.

Reporting Persons: Provide any additional sign-offs.

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7. THE OFFER7.1 Marketing the Offer

The company will, with its corporate adviser, devise a strategy for how the IPO will be structured, priced and marketed. The company can make a combination of offers to different types of investors. Common offers include:

• Retail offer – An offer to the public generally

• Wholesale/Institutional offer: an offer to sophisticated or professional investors

• Broker Offer: an offer through a broker to retail clients

• Priority Offer: an offer to specified people in priority (for example employees)

7.2 Publicity and Advertising

There are strict restrictions on advertising an IPO before the prospectus is lodged with ASIC. This is directed at protecting retail investors, to ensure they have all information contained in the full prospectus. Certain marketing activities can be undertaken to sophisticated and professional investors. Generally speaking, prior to lodgement of prospectus with ASIC, publicity of the listing is restricted to the following means:

• Roadshow presentations

• Market research Independent report

• Tombstone statement

• Pathfinder prospectuses

Once the prospectus is lodged, the marketing restrictions largely fall away.

Typically leading up to the opening of the offer and after the offer opens, management of the company together with the corporate adviser

will engage in road show presentations to key investor group. The advertisement about the listing, regardless in what media, include the following:

• The issuer (if applicable, seller) of the securities

• A statement that the offer of the securities is made, or is accompanied by a copy of the prospectus

• Where the prospectus can be obtained

• A statement to the effect that:

• In deciding whether to acquire securities, a person should onsider the prospectus

• Anyone wishing to acquire securities will need to complete the application form in or with the prospectus.

Certain unsolicited meetings and telephone calls remain prohibited.

Overall, it will take the company 3 months to 2 years (6 months being average) to be listed on SSX. The time required depends on the complexity and scale of IPO transaction, quality of and speed in preparing the listing documents and how quickly offer is closed and funds received.

8. SSX PROCESSING OF LISTING APPLICATIONSSSX aims to process applications for admission to the official list as quickly as it reasonably can. For a typical listing (with no unforeseen listing rule requirement issues, or a high level of complexity) it is SSX’s service target to process an application within four to six weeks – from the time a full and complete application and supporting documentation is lodged with SSX, through to when SSX decides whether or not to admit the applicant to the official list and quote the listees’ securities. For more complicated listings, it may take SSX longer to process them.

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Before submitting an application for admission to the official list, SSX recommends that applicants first discuss the application with SSX at the earliest opportunity. SSX will be able to provide general advice on the SSX listing process and give a preliminary view on:

• whether the applicant’s structure and operations are appropriate pursuant to listing rule 4.18;

• whether any securities that haven on-standard terms are likely to meet listing rule 6.1, such that SSX issatisfied that the term soft hose securities are appropriate and fair;

• the likely application of chapter 21 of the listing rules in relation to any restricted securities;

• any proposed waiver request of the listing rules that the applicant may make in conjunction with its application,and the likelihood of that waiver being granted by SSX;

• the merits of the applicant seeking ‘in-principle advice’ in relation to a waiver from a listing rule, or seeking a clear ruling from SSX in relation to the operation, or interpretation, of a certain listing rule;

• the use of SSX trading codes, and the process of reserving a suitable code for the applicant; and

• the expected timeframe for listing, given the nature, size and complexity of the application, the current workload of SSX, and whether the applicant is proposing to utilise a ‘pathfinder’ security offer document.

Where a listee proposes to utilise a ‘pathfinder’ security offer document in accordance with section 734(9) of the Corporations Act 2001, SSX may bring forward its review of the listing application, such that most of the work involved in assessing the listing application is completed prior to the applicant formally lodging its final security offer document with

ASIC. The aim of this is to bring forward the date of admission to the official list of the applicant to approximately two weeks after the date of lodgement of the final security offer document with both ASIC and SSX.

Before submitting an application for admission to the official list that is to utilise a ‘pathfinder’ security offer document, SSX recommends that applicants first discuss such an application with SSX at the earliest opportunity to ensure that SSX is agreeable to the utilisation of a ‘pathfinder’ security offer document, and that the applicant’s proposed timetable is acceptable to SSX.

If SSX agrees to bring forward the listing application process, the applicant is to lodge the ‘pathfinder’ security offer document and any other accompanying documents, no less than 4 weeks before the lodgement of the formal security offer document with ASIC and SSX.

Before SSX finalizes a listing application, SSX will invite company directors, company secretaries and certain persons from the company’s senior management team if SSX so decides to attend a training workshop in relation to the company’s various obligations under the SSX Listing Rules and the Corporations Act. This training aims to equip the company key personnel with knowledge about the SSX Listing Rules and the relevant provisions in the Corporations Act so that the company can apply the knowledge into day to day business operations to prevent future breaches or non-compliance of the rules.

The following timeline is a simple illustration of events that occur from prospectus lodgement with ASIC to the date the company is officially listed and trading of company securities commences.

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9. RESTRICTED SECURITIES AND ESCROW PERIODSSSX may restrict the transfer of shares issued before the listing so that the existing shareholders cannot realize the value of the securities for a period up to two years after the listing. This is to allow a period of time for the market to fully value the company and to provide the market with confidence that vendors have not over-priced the company. SSX will usually seek to restrict shares issued shortly before the listing held by seed capitalists, certain vendor, promoters, the professionals and consultants

advising on the listing and employees receiving shares under an employee incentive scheme.

If an escrow applies, SSX will require signed Appendix 21 – 1 ‘Restriction Agreement’ from each of the restricted shareholders prior to listing.

Sometimes, the shareholders will voluntarily escrow their shares in absence of SSX imposing escrow requirement. In this case, shares under the voluntary escrow will still be quoted as opposed to the shares subject to escrow arrangement imposed by SSX.

Prospectus Verified

Prospectus Lodgement: When the prospectus is finalised, it must be lodged with ASIC before it can be issued to members of the public.

Listing Application: The Company must apply to SSX for quotation of its shares within seven days after the date of the prospectus. The application must include the prescribed listing fees.

Exposure Period:The prospectus is subject to an “exposure period” of at least seven days (ASIC can extend this to 14 days).

During the exposure period the company is prohibited from

Offer Period:The offer period usually begins when the exposure period ends. The length of the offer period will depend on the type of offer.

Training Workshop:Before SSX finalizes its decision of a listing application. SSX will conduct a training session to the company directors and company secretary. Training is delivered either face to face or viatele conference.

Trading:Once the listing is fully subscribed, the shares are issued to investors and the listing proceeds are released to the company.

Trading commences on T+2 settlement basis.

Offer Period

Exposure Period

Listing:Subject to the company satisfying the various re-quirements for listing, the SSX will normally grant the company conditional listing by the end of the offer period.The listing will be conditional on satisfaction of various listing prerequisites.

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10.ONGOING REQUIREMENTS AFTER LISTINGWhen the company is listed, it becomes subject to a much high level of scrutiny imposed by SSX and the Corporations Act. The key requirements are summarised below.

10.1 Continuous Disclosure Requirement

Once the company is listed, it is required to comply with continuous disclosure requirements in accordance SSX Listing Rules and the Corporations Act. Continuous disclosure is the timely advising of information to keep the market informed of events and developments as they occur.

The primary and general rule for continuous disclosure is that once an entity is or becomes aware of any information concerning it that a ‘reasonable person’ would expect to have a ‘material impact on the price or value of the entity’s securities, the entity must disclose that information to SSX immediately.

10.2 Financial Reporting

The continuous disclosure obligations in listing rule 11.1 also operate in parallel with the periodic / financial disclosure obligations set out in chapter 15 of the listing rules and the half-yearly and annual financial reporting requirements set out in the Corporations Act. Furthermore, the following matters must be disclosed during the prescribed timeframe:

• release of securities from escrow;

• change of company registered details, its key company personal or auditor; and

• the general disclosure obligations under the Corporations Act, including in relation to security offer documents, cleansing notices, bidder’s and target’s statements, and scheme documents.

(Together, ‘periodic disclosure documents’).

10.3 Shareholder’s Meetings

Under the Corporations Act, an Australian public company is required to hold an annual general meeting with 18 months of its registration and then in each calendar year within five months after the end of its financial year.

SSX Listing Rules set out various circumstances where shareholder’s approval is required to be obtained at a general meeting. The following is a non-exhaustive list of events which require the approval at a shareholder’s meeting.

• Issue of new securities exceeding 15% limit;

• Conduct transaction which would result in significant change to its business scale and undertaking;

• Issue securities to a related party;

• Acquire or dispose significant assets from or to related parties; and

• Increase payment to the company directors (excluding the executive director’s salary)

10.4 Directors

Certain matters with respect to directors are disclosable such as director’s appointment, resignation and retirement.

A listed company must hold an election of directors each year, which is usually done at the AGM. SSX Listing Rule 18.10 prohibits a director of a listeefrom holding office (without election) past the third annual general meeting following the director’s

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appointment, or for more than 3 years, whichever is longer. Any director appointed to casual vacancy or as an addition to the board must not hold office (without re-election) past the next AGM. These rules do not apply to the managing director, unless there are multiple managing directors in which case one managing director can be exempted from the above requirement.

10.5 Related Parties Transaction

Listing Rule 17.1 requires the company to obtain shareholder approval before the company issues securities to a related party subject to certain exceptions.

Another aspect of ‘Related Party Transaction’ is when the company acquires or disposes of a significant asset from or to related parties, or associates of the company. Again, SSX Listing Rules requirethe company to obtain the shareholder approval prior to conducting such a transaction.

10.6 Major Transaction

Chapter 16 of the SSX Listing Rules sets out the requirement for a listee to provide details to SSX of any significant change to the nature or scale of its operations in advance of that change and the powers of SSX with respect to such a proposed change.

10.7 New Issue

Listees on SSX are prohibited under Chapter 8 of the SSX Listing Rules from issuing or agreeing to issue securities in excess of 15% of their capital without shareholder approval. The 15% threshold is calculated in accordance with a formula set out in Listing Rule 8.1.

The requirement for shareholder approval is subject to a number of exceptions including an issue under a pro rata issue, an issue under a dividend plan or distribution plan etc.

10.8 Insider Trading

The listee must strictly follow the restrictions and requirements set out in its Share Trading Policy to prevent potential breach of the insider trading laws by its directors, employees or any other persons. In addition, all trading by the company, its directors and employees should be conducted on the pre-approval basis.

11. FURTHER INFORMATIONThis Booklet is a summary guide only. SSX has published a number of Guidance Notes to provide detailed guidance or interpretation of the SSX Listing Rules. Applicants and their advisers should refer to the SSX Listing Rules and the Guidance Notes for further information. The SSX Listing Rules and Guidance Notes are available on the SSX website.

SSX Sponsors are also able to provide the applicants with information and advice regarding the SSX markets.

It is particularly important that applicants and their advisers familiarize themselves with the SSX Listing Rules and the Guidance Notes as there will be distinctive difference between the requirements of SSX and other Australian markets.

DISCLAIMER: This presentation contains materials prepared by Sydney Stock Exchange Limited (“SSX”) from internal and external sources, which we believe to be reliable information. SSX does not provide any legal, tax, accounting or investment advice concerning the suitability or profitability of any security or investments. While SSX endeavours to include accurate information, SSX does not guarantee, represent or warrant the accuracy, adequacy, completeness or validity of the material and hereby expressly disclaims any liability for errors or omissions in such materials, to the fullest extent permitted by law. It is your responsibility to evaluate the accuracy, completeness or usefulness of any materials. SSX will not be liable for any damages or loss arising out of access to or use of the materials. The materials are provided for educational purposes only and do not constitute financial advice or binding decision to any particular circumstance and do not represent

formal interpretation of any of SSX rules.

The information in these materials does not form part of the SSX Rules, nor does it amend or vary any SSX Rule requirements. Copyright 2020© Sydney Stock Exchange Limited ABN 19 080 399 220. All rights reserved. Any form of unauthorised distribution,reproduction, publication, release or quotation is prohibited without SSX’s written permission.

Sydney Stock Exchange Level 41, 259 George Street Sydney NSW 2000

+61 (02) 9217 2730 getlisted@ssx.com.au

www.ssx.com.au

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Sydney Stock Exchange Level 41, 259 George Street Sydney NSW 2000

+61 (02) 9217 2730 getlisted@ssx.com.au

www.ssx.com.au