Amcil : Share Purchase Plan - Documentation sent to shareholders

For personal use only

1 February 2022

The Manager

ASX Market Announcements

Australian Securities Exchange

Exchange Centre

Level 4

20 Bridge Street

Sydney NSW 2000

Electronic Lodgement

AMCIL Limited

Share Purchase Plan

Dear Sir / Madam

Please find attached a letter, terms and conditions and application form being sent to eligible shareholders today regarding the Share Purchase Plan announced on 25 January 2022.

Yours faithfully

Matthew Rowe

Company Secretary

Authorised for release by the Company Secretary

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AMH

MR SAM SAMPLE

123 SAMPLE STREET SAMPLETOWN VIC 3000

For personal use

1 February 2022

Dear Shareholder,

Share Purchase Plan (SPP)

The Company recently announced its Half Year Financial Result to 31 December 2021.

Key financial highlights were:

• Half Year Profit of $3.6 million was up from $1.9 million in the previous corresponding period. Revenue from investments increased from $2.6 million to $4.6 million, as companies increased or reinstated dividend payments because of improved trading conditions despite ongoing disruptions from the COVID-19 pandemic.
• The Board declared an interim dividend of 1 cent per share, fully franked.
• With the full year result for the financial year ending 2021, the Board announced a change in dividend policy. In summary, the change meant that AMCIL will no longer be paying out all available franking credits at the end of each financial year, as was the case under the previous policy. The change in policy provides greater flexibility in paying an interim dividend. It is expected, subject to financial performance at the time, the Company will continue to provide an interim dividend to shareholders.

The Board also announced its intention to make an offer to shareholders for additional funds under a Share Purchase Plan (SPP or Plan) with a discount of 2.5% provided. Details of the SPP are enclosed with this letter and you should read them before participating in the SPP. The additional equity raised will be used for general investment purposes.

The following chart outlines the returns of the AMCIL Portfolio over the short and long term, noting that it also includes the benefit of franking credits.

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For personal use only

Portfolio performance (including the full benefit of franking) − to 31 December 2021

Per annum returns other than for six months. AMCIL's performance figures are after costs.

Details of the Plan are contained with the enclosed material and you should read these before deciding whether to participate in the Plan. Key features of the Plan are:

• The minimum value of shares that may be applied for is $1,000. You may also apply for amounts in incremernts of $1,000, starting at $1,000 up to a maximum of $30,000.
• Shares issued under the Plan will rank equally with existing shares. The shares issued under the SPP will be eligible for dividends that may be declared in respect of the financial year ending 30 June 2022.
• The SPP issue price will be the lower of $1.26 per share orby applying a 2.5% discount to the volume-weighted average price of AMCIL shares traded on the Australian Securities Exchange (ASX) and Chi-X Australia automated trading systems over the 5 ASX trading days up to and including the day on which the SPP is scheduled to close (2 March 2022), rounded down to the nearest cent. Therefore, the maximum price that eligible shareholders will pay is $1.26 per New Share, which was calculated by applying a 2.5% discount to the volume-weighted average price of shares traded on the ASX and Chi-X Australia automated trading systems over the 5 ASX trading days from 18 January to 24 January 2022 inclusive. AMCIL will announce the final issue price for the SPP after the offer closes. There will be no scale back of applications.
• Applications must be received by 5.00pm (AEDT) on Wednesday 2 March 2022.
• You may participate in the Plan by paying through BPAY. Details of the Biller code and unique Customer Reference Number (CRN) are on the enclosed application form. If you utilise BPAY then you do not need to return the enclosed application form.

• As an alternative you may participate by filling out the enclosed application form and attach a cheque or bank draft to the acceptance slip and mail it in the enclosed reply paid envelope. In light of potential delays to postal services, it is recommended by the registry to apply via BPAY as detailed above.
• Shares acquired under the Plan are expected to be issued on Wednesday 9 March 2022.

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Thank you for your continuing support as a shareholder of AMCIL.

Yours sincerely

For personal use

Rupert Myer AO

Chairman

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2022 SHARE PURCHASE PLAN TERMS AND CONDITIONS

These are the Terms and Conditions of the 2022 Share Purchase Plan (the Plan) of AMCIL Limited (AMH), ABN 57 073 990 735.

1. Participation in the Plan

Shareholders who are entered in the AMH register of members at 7.00pm Australian Eastern Daylight Time (AEDT) on

only24 January 2022 (Record Date) and who have a registered address in Australia or New Zealand (Eligible

*I00000102* Shareholders) may participate in the Plan, unless such a holder is in the United States or they are, or are acting for the

account or benefit of, a US Person (as defined in Regulation S under the US Securities Act of 1933 (the Securities Act), as amended (US Person).

The following rules apply to participation by Eligible Shareholders in the Plan:

(a) Single holders - If you are the registered holder of a holding of AMH shares, but you receive more than one offer under the Plan (for example, due to multiple registered holdings), you may only apply for up to a maximum amount of A$30,000 of shares in aggregate under the Plan.

(b) Joint holders - If you are recorded with one or more persons as the joint holder of a holding of shares, that joint holding is considered to be a single registered holding for the purpose of the Plan. Joint holders are only entitled to participate in the Plan in respect of that single holding. If the same joint holders receive more than one offer under the Plan due to multiple identical holdings, the joint holders may only apply for up to one maximum amount of A$30,000 of hares in aggregate under the Plan, and the certification for the purpose of clause 3 of these Terms and Conditions by

one joint holder will be effective in respect of the other joint holder(s).
use(c) Custodians and nominees - Eligible Shareholders who hold AMH shares as a custodian, trustee or nominee
(who satisfy the definition of 'custodian' in ASIC Corporations (Share and Interest Purchase Plans) Instrument
2019/547 (ASIC Instrument)) (Custodian) for one or more Beneficiaries (defined below), may apply for up to a
personal
maximum amount of A$30,000 of shares for each Beneficiary, subject to the Custodian providing a certificate
ddressed to AMH (Custodian Certificate) certifying:
	(i)	either or both of the following (as applicable):
		(A) that on the Record Date the Custodian holds AMH shares in the class on behalf of one or more other
			persons (each a Participating Beneficiary) that are not Custodians;
		(B)	that on the Record Date another Custodian (Downstream Custodian) holds beneficial interests in AMH
			shares in the class on behalf of one of more other persons (each a Participating Beneficiary), and the
			Custodian holds the shares to which those beneficial interests relate on behalf of the Downstream
			Custodian or another Custodian;
	(ii)	that each Participating Beneficiary has subsequently instructed either the Custodian or the Downstream
		Custodian (as applicable by reference to either sub-clause (c)(i)(A) or c(i)(B) above) to apply for shares on their
		behalf under the Plan;
	(iii)	the number of Participating Beneficiaries and the name and address of each Participating Beneficiary;
	(iv)	in respect of each Participating Beneficiary, the number of AMH shares that the Custodian holds on their behalf or
		the number of AMH shares to which the beneficial interests held by the Downstream Custodian relate (as
		applicable by reference to either sub-clause (c)(i)(A) or c(i)(B) above);
	(v)	in respect of each Participating Beneficiary, the dollar amount of the AMH shares in the class they instructed the
For		Custodian or Downstream Custodian (as applicable by reference to either sub-clause (c)(i)(A) or c(i)(B) above) to
	apply for on their behalf; and
(vi)	that there are no Participating Beneficiaries in respect of whom the total of the application price for:
		(A)	the AMH shares applied for by the Custodian under the Plan on their behalf (in accordance with the
			instructions referred to in sub-clause (c)(iv) and (c)(v)); and
		(B)	any other AMH shares issued to the Custodian in the 12 months before the application as a result of an
			instruction given by the Participating Beneficiary to the Custodian or a Downstream Custodian to apply
			for AMH shares on their behalf under an arrangement similar to the Plan,

exceeds A$30,000;

1. that a copy of these Terms and Conditions and the relevant application form (and any ancillary documents that could constitute offer documentation) were given to each Participating Beneficiary; and
2. where sub-clause c(i)(B) above applies-the name and address of each Custodian who holds beneficial interests in AMH shares in the class held by the Custodian in relation to each Participating Beneficiary.

A 'Beneficiary' is a client of a Custodian or Downstream Custodian on whose behalf the Custodian or Downstream Custodian held AMH shares in the class on the Record Date, and who is not in the United States or acting for the account or benefit of a US Person.

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