Cleansing Notice

Cleansing Notice - Promisia Integrative Limited 5 December 2018 NOTICE PURSUANT TO CLAUSE 20(1)(a) OF SCHEDULE 8 TO THE FINANCIAL MARKETS CONDUCT REGULATIONS 2014 1. Promisia Integrative Limited ('PIL') intends to undertake a pro rata 3 for 1 rights issue of ordinary shares to eligible shareholders ('Offer'). 2. The Offer is being made to investors in reliance upon the exclusion in clause 19 of Schedule 1 to the Financial Markets Conduct Act 2013. 3. This notice is provided under sub clause 20(1)(a) of schedule 8 to the Financial Markets Conduct Regulations 2014 ('Regulations'). 4. As at the date of this notice, PIL is in compliance with the continuous disclosure obligations that apply to it in relation to ordinary shares in PIL. 5. As at the date of this notice, PIL is in compliance with its financial reporting obligations (as defined in sub clause 20(5) of Schedule 8 to the Regulations). 6. As at the date of this notice, there is no information in relation to PIL that is 'excluded information' (as defined in sub clause 20(5) of Schedule 8 to the Regulations). 7. The potential effects that the Offer and subsequent acquisition of new shares by investors will have on the 'control' (within the meaning of clause 48 of Schedule 1 to the Financial Markets Conduct Act 2013) of PIL and the consequences of those effects are as follows: a. As at the date of this notice, no shareholder or group of shareholders have effective control of PIL with all such shareholdings representing less than 10% of all shares on issue. b. If all eligible shareholders take up their pro rata entitlements to new shares under the Offer, each eligible shareholder's percentage shareholding in PIL will remain virtually the same but there will be a dilution in the shareholdings of non-eligible shareholders (being foreign resident shareholders), who hold currently 1.47% of the issued capital and will be diluted by 66% to hold only 0.49% of the issued capital post Offer. There will not be any change to the control of PIL in these circumstances. c. For shareholders who choose not to participate their respective shareholdings will be diluted significantly if the Offer is fully subscribed and will be diluted by 66%. d. The Offer is underwritten up to a maximum of $1.05 million with the right to invest an additional $250,000 by taking up shares not subscribed for by eligible shareholders. The Underwriter would increase its shareholding from 9.66% to a maximum of 72.91% of the issued capital of PIL if no other shareholders participate and they take up their full underwrite. This outcome would have a material effect on the control of PIL with the underwriter able to control the passage of an ordinary resolution of PIL. The terms of the underwriting agreement and an independent report under the Takeovers Code were released to the market on 16 November 2018 which detail the terms of these arrangements and the control implications further. e. The underwriter has the first right to take up shares not subscribed for under the Offer by eligible shareholders. If there are any remaining shares PIL will be entitled to allocate those remaining shares to other willing parties via the oversubscription facility under the Offer. This may mitigate the degree of control accruing to the underwriter. f. Accordingly, the Offer is expected to have a material effect or consequence on the control of PIL in light of the underwriting arrangement. 8. The financial products being offered under the Offer are not debt securities that have a different redemption date or interest rate from that of the quoted financial products, and as such clause 20(2)(g) of schedule 8 to the Regulations does not apply to this cleansing notice. For and on behalf of the Board PROMISIA INTEGRATIVE LIMITED Stephen Underwood Chairman 027 499 3387 End CA:00327917 For:PIL Type:ADMIN Time:2018-12-05 12:04:07