Non-renounceable rights issue Offer

For personal use only

Traffic Technologies Limited

ACN 080 415 407 (ASX code: TTI)

Non-renounceable rights issue Offer

Non-renounceablepro-rata offer to Eligible Shareholders on the basis of 7 New Shares for every 10 Shares held as at the Record Date at an Issue Price of $0.03 (3 cents) per New Share (Offer) to raise approximately $10.13 million.

Important Notice

This Offer Document is not a prospectus or other form of disclosure document under the Corporations Act. It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding the Offer or about the rights attaching to the New Shares offered by this Offer Document.

This Offer Document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

Please read the instructions in this Offer Document and on the accompanying Entitlement & Acceptance Form regarding the acceptance of your Entitlement.

This Offer Document is not for release, publication or distribution in the United States or elsewhere where such an offer would be in contravention of securities laws.

For personal use only

Important Notes

	1.	Offer document
		This Offer Document has been prepared by
only		Traffic Technologies Limited ACN 080 415 407
	(the Company).
	This Offer Document is not a prospectus or
		other form of disclosure document under the
		Corporations Act 2001 Cth (Corporations Act)
		and has not been lodged with ASIC. The Offer
		contained in this Offer Document is being made
		without disclosure in accordance with section
		708AA of the Corporations Act as modified by
		ASIC Corporations (Non-Traditional Rights
use		Issue) Instrument 2016/84.
	As a result, it is important for Eligible
		Shareholders to read and understand the
		information on the Company and the Offer made
		publicly available, before accepting all or part of
		their Entitlement. In particular, please refer to
		the information in this Offer Document, the
		Company's annual reports and other
		announcements made available at
personal		www.trafficltd.com.auor www.asx.com.au.
2.	This is an important document
	The information contained in this Offer
		Document does not constitute investment
		advice and has been prepared without taking
		into account each Eligible Shareholder's
		investment objectives or financial
		circumstances. You should seek advice from
		your professional adviser before deciding to
		invest. Investing in the Company involves risks.
		The Offer Document does not contain all of the
		information that an investor would find in a
		prospectus or which may be required in order to
		make an informed investment decision
		regarding the Offer or about the rights attaching
		to the New Shares offered by this Offer
		Document.
	3.	Disclaimer
For		No person is authorised to give any information
	or to make any representation in connection
	with the Offer which is not contained in this Offer
	Document. Any information or representation not
	so contained may not be relied on as having
	been authorised by the Company in connection
	with the Offer.
	To the extent permitted by law, neither the
		Company nor any other person warrants the

future performance of the Company or any return on any investment made under this Offer Document, except as required by law and then only to the extent so required.

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1. Future performance and forward-looking statements
   Neither the Company nor any other person warrants, represents or guarantees (expressly or by implication) the future performance of the New Shares or any particular rate of return on any investment made pursuant to Offer, or any particular tax treatment.
   This Offer Document contains certain "forward looking statements". Forward-looking statements include those words such as "believe", "anticipate", "estimate", "expect", "will", "plan", "should", "may", "intend", "likely", "forecast" and other similar expressions but not limited to statements regarding the outcome and effects of the Offer. Forward- looking statements, opinions and estimates provided in the information in this Offer Document are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements in this Offer Document are current and speak only as at the date of this Offer Document.
   No representation or warranty (express or implied) is given as to the accuracy, completeness or correctness, likelihood of achievement or reasonableness of any forecasts, prospects or returns contained in this Offer Document.
   While due care and attention have been used in the preparation of forward-looking statements, you are cautioned not to place undue reliance on such statements. To the maximum extent permitted by law, the Company disclaims any obligation or undertaking to release any updates or revisions to such information to reflect any change in expectations or assumptions.
2. Past performance
   Investors should note that the Company's past performance including Share price performance provides no guarantee or guidance as to future Share price performance.
   Any past performance information given in this Offer Document is provided for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance including the Company's future financial position or Share price performance.

	6.	Risks
		An investment in the Company is subject to
		investment and other known and unknown risks,
		uncertainties and assumptions, many of which
only		are outside the control of the Company and its
	board, which could cause actual results,
	performance or achievements todiffer materially
		from future results, performance or
		achievements expressed or implied by
		any forward-looking statements in this
		Offer Document.
		Refer to the 'Risks' section included in section 6
		of this Offer Document for a summary of general
		and specific risk factors that may affect the
use		Company.
7.	Eligibility
		Applications for New Shares by Eligible
		Shareholders can only be made on an online
		original Entitlement & Acceptance Form sent
		with this Offer Document (or payment via
		BPAY®, as described herein). The online
		Entitlement & Acceptance Form sets out
personal		an Eligible Shareholder's Entitlement to
	participate in the Offer that is accessible
	via the Offer Website:
	the New Shares these Shareholders would be
		https://traffictechnologies.investorportal.com.au/
		rights-issue/.
	8.	Overseas Shareholders
		This Offer does not, and is not intended to,
		constitute an offer in any place or jurisdiction in
		which, or to any person to whom, it would be
		unlawful to make such an offer or to issue this
		Offer Document. No action has been taken to
		permit a public offering of the New Shares under
		the Offer in any jurisdiction outside of Australia
		and New Zealand.
		It is not practicable for the Company to comply
		with the securities laws of any other overseas
		jurisdictions other than Australia and New
		Zealand having regard to the number of
		overseas Shareholders, the number and value of
For		offered and the cost of complying with
	regulatory requirements in each relevant
	jurisdiction.

It is the responsibility of any Applicant to ensure compliance with any laws of a country relevant to their application. Payment by BPAY® will be taken by the Company as a representation that there has been no breach of such laws, that the Applicant is an Eligible Shareholder and that the Applicant is physically present in Australia or New Zealand. Shareholders outside Australia or New Zealand (Ineligible Foreign Shareholders) should refer to Section 2.15 for details of how their Entitlement will be dealt with.

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Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to take up their Entitlements under the Offer.

1. Not for Distribution outside Australia and New Zealand
   This document does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The New Shares have not been, nor will be, registered under the U.S. Securities Act of 1933 (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States.
   The Entitlements may not be taken up by, and the New Shares may not be offered or sold to, any person in the United States or any person that is, or is acting for the account or benefit of, any person in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
   This document may not be released or distributed in the United States. The distribution of this document in other jurisdictions outside Australia and New Zealand may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.
2. Currency
   All references to A$, $A, dollar or $ in this Offer Document are to Australian currency.
3. Definitions and references to time
   Capitalised words and expressions in this Offer Document have the meaning given to them in Section 7. Unless otherwise stated, any reference to time in this Offer Document is a reference to Melbourne, Australia time.
4. Date of this Offer Document
   This Offer Document is dated 11 November 2021.

Key Offer details

Key details of the Offer

For personal use only

Offer to Eligible Shareholders	7 New Shares for every 10 Shares
	held at the Record Date
Issue Price per New Share	$0.03 or 3 cents per New Share
	payable in full on Application
Maximum number of New Shares issued under the Offer	337.56 million New Shares
Maximum proceeds from the Offer (excluding costs associated	Approximately $10.13 million (before
with the Offer)	expenses and costs of the issue)
Maximum number of Shares on issue following the Offer and on	892.11 million Shares
completion of the Placement (refer to Section 3 below)

Important dates*

Event

Announcement of Rights Issue Offer and Placement	3 November 2021
Ex-Date	5 November 2021
Record Date (to determine Entitlement of Eligible Shareholders	7:00pm (AEDT) 8 November 2021
to participate in the Offer)
Placement Allotment Date	10 November 2021
Opening Date of Rights Issue Offer - Despatch of the Offer	11 November 2021
Document and online Entitlement & Acceptance Form to
Eligible Shareholders
Last day to extend the Closing Date	25 November 2021
Closing Date for acceptances under the Rights Issue Offer	5:00pm (AEDT) 30 November 2021
Shortfall (if any) announced to the ASX	3 December 2021
Issue of the New Rights Issue Shares	7 December 2021
Trading (T+2) of New Shares expected to commence	8 December 2021

• The above dates are indicative only and subject to change. The Company reserves the right, subject to the Corporations Act and the Listing Rules, to extend the Closing Date or to withdraw the Offer at any time without prior notice, in which case all Application Monies will be refunded (without interest) as soon as practicable. Any extension of the Closing Date will have a consequential effect on the issue date of New Shares. All dates and times are references to Melbourne, Australia time.

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