Announcement PDF Secure. Sustainable. Scalable. FY24 Results & Acquisition of Forensic IT and Equity Raising 23 August 2024 1 Secure. Sustainable. Scalable. spirit.com.au Presenting Today Julian Challingsworth Paul Miller Simon McKay Spirit Managing Spirit CFO Infotrust CEO Director & CEO 2 Secure. Sustainable. Scalable. spirit.com.au 00. Contents Spirit Group FY24 Results 01. Executive Summary A1. Additional Spirit Materials 02. Overview of Spirit A2. Key Risks 03. Acquisition of Forensic IT A3. Foreign Selling Restrictions 04. Funding & Equity Raising Details A4. Important Notices & Disclaimers 05. Funding & Equity Raising Details 3 Secure. Sustainable. Scalable. spirit.com.au Spirit Group FY24 Results 4 Secure. Sustainable. Scalable. spirit.com.au Spirit Group FY24 Overview • Spirit Group remains focused on becoming one of Australia’s leading providers of secure digital workplaces, with cyber security at the core of everything we do • Infotrust acquisition propelled Spirit’s Cyber Security division to the forefront, making it the largest revenue contributor in FY24 for the Group • FY24 performance adversely impacted by headwinds in the Communications and Collaboration segment and delays in Managed Services restructuring program • o Revenue of $126 million, down 1.0% on pcp o uEBITDA of $1.7 million, down 67.7% on pcp $14M $11.8M $12M $10.0M $10M $8M $6M $5.2M $4M $1.7M $2M $0M FY 23 Well positioned for growth in FY25 and beyond following a strong finish to the year across all business units: o o Integration of teams, processes and systems of the existing Spirit cyber security business and Infotrust Positive momentum in Communications and Collaboration with record June sales of $5.4 million in TCV after a challenging FY24 with higher interest rates impacting SMB confidence o FY 25 FY 25 + FIT Guidance uEBITDA $42 million in contract wins and renewals signed over Q4 FY24 is well progressed o FY 24 Managed Services achieved underlying EBITDA breakeven exit point by June 2024 (while noting the impact of the delayed timeframe on the full year segment result) o Total recurring revenue now in excess of $70m per annum o Current market guidance for uEBITDA is $9.5m – $10.5m pre the acquisition of Forensic IT $200M $180M $160M $140M $120M $100M $80M $60M $40M $20M $0M $127M $126M FY 23 FY 24 $160M $164M FY 25 Guidance FY 25 + FIT Revenue Refer slide Appendices for footnote comments 5 Secure. Sustainable. Scalable. spirit.com.au FY24 revenue broadly in line with prior year, ahead of an expected turnaround in FY25 Consolidated Financials Period Ending 30 June 2024 $ in 000’s Revenue Other income FY24 FY23 Change 125,847 127,114 (1,267) 272 157 115 Revenue and other income 126,119 127,271 (1,152) EBITDA* (6,299) (8,266) 1,967 571 942 (371) Share-based payments Loss/(profit) on divestment of non-core assets - 600 (600) Acquisition and divestment costs 2,850 200 2,650 Transformation and restructuring costs*** 1,999 2,732 (733) 552 901 (349) - 8,042 (8,042) Impairment of non-current assets 1,991 - 1,991 Underlying EBITDA* 1,664 5,151 (3,487) Other normalisation items**** Net fair value loss on remeasurement of contingent consideration on business combinations • Total revenue and other income for the Spirit Group for FY24 of $126.1 million (FY23: $127.3 million) • Momentum shifting in H2 FY24 with strong finish to the year across all business units: total annual recurring revenue now over $70 million • Statutory loss for the Spirit Group for FY24 after providing for income tax amounted to $10.5 million (FY23: loss $11.4 million) Refer slide Appendices for footnote comments 6 Secure. Sustainable. Scalable. spirit.com.au Business segment performance highlights Revenue ($M) $60.0M $50.0M $40.0M $30.0M $20.0M $10.0M $0.0M $34.7M $33.6M $5.0M Managed Services Communication & Collaboration Cyber Security Managed Services FY24 Increased success in tendering and winning muti- FY23 Managed Services • Largest ever quarter in terms of total contract • ongoing restructuring • FY24 • Softer trading experienced in FY24 with business activities and downsizing impacting Underlying sentiment and hence demand remaining subdued EBITDA, alongside a slower than expected sales due to inflation and the interest rate environment. • The Company’s goal to return the segment to an 2024 was achieved. integrated, and the Infotrust delivery approach is security business to increase margins. with underlying EBITDA breakeven exit point by June Positive momentum as the two cyber brands have being deployed across Spirit’s existing cyber FY24 Communication & Collaboration Communication & Collaboration pipeline rebuild. value with $19.4 million in sales recorded in Q4 FY24, after a slower start in H1 FY24. Challenging $6.5M ($2.1M) ($4.6M) $10.0M) year delivery contracts. • $1.0M $3.3M $5.0M) Cyber Security • $9.5M $10.0M $41.6M $40.1M $0.0M FY23 1 $15.0M $52.4M $51.4M Cyber Security • uEBITDA ($M) Developments to enable a return to sustained growth in FY25 included investments in systems (to align the operations infrastructure with technology Investments in forward growth with: o Execution of a new multi-year contract extension with Cisco o Establishment of a national dealer network with the goal of substantially broadening the segment’s sales channel and footprint. platforms utilised by customers in the mid-market) Note: includes the contribution of Infotrust for the control period, being from 1 April 2024 alongside investments in new management and sales resources. 1 Refer slide Appendices for full segment results and footnote comments 7 Secure. Sustainable. Scalable. spirit.com.au Growth Pillars The Acquisition demonstrates execution of Spirit's refreshed go-to-market strategy, which provides a platform for the Company to become one of Australia’s leading providers of cyber security, secure digital workplaces and communication solutions 1 Customer Growth Cross-selling and up-selling offerings to existing customers​ of Spirit and Infotrust. Cyber Security margin improvement from implementing Infotrust’s delivery approach, sales execution and pipeline build. 2 Partnerships 3 Further agreements and partnerships with our leading global technology partners. Expanded Offerings Development of intellectual property to accelerate project delivery timeframes and build capabilities. Targeting 4,000 new customers and 100+ dealers through the new Cisco agreement and Spirit’s Business Centre’s dealer program. 4 Inorganic Growth Further strategic acquisitions to grow in the Secure, Sustainable, Scalable space. Several recently launched offerings to ramp up, including Spirit’s cyber managed security solution from our new SOC. C&C team to expand sales office, opening in WA, SA and Northern QLD 8 Secure. Sustainable. Scalable. spirit.com.au FY25 Outlook – Underlying EBITDA All segments expected to exit FY24 in a positive run rate position, with growing momentum in Spirit’s streamlined and refocused offerings Illustrative Incremental Change in Underlying EBITDA Contribution 1 1 2 3 4 Growth driven by Infotrust acquisition in April 2024, increased sales pipeline from market 5 5 6 Forensic IT FY25F uEBITDA contribution from target control date of 1 October 2024 demand, continued growth in the sale of security operations from the Company’s SOC 6 $0.3 million in cost synergies expected in FY25 into new customers and Infotrust's existing customer base, and improved margins 2 Following completion of the restructuring, segment is expected to return to a positive Opportunity to leverage cross-sell opportunities beyond the forecast through: earnings momentum with rebound expected in H1 FY25 and accelerating in H2 FY25 as • Sale of incident response retainers into Spirit’s existing customer base; Forensic IT has the the Group continues to secure more contract wins with its combined cyber and managed services offering 3 significant cyber incident that impacts their business Conservatively expecting a rebound in growth noting continued potential softness given uncertainty over interest rate movements and SMB confidence. New initiatives underway to accelerate growth beyond these expectations 4 requisite insurance panel credentials for customers to be able to make an insurance claim for any • There are also planned synergies from the post incident review process. Forensic IT currently works across approximately more than 180 incidents per year. Experience tells us that companies uplift their cyber security capabilities post a breach to prevent it happening again Corporate costs expected to marginally increase as the Company returns to a growth focus 9 and Spirit's existing cyber team can manage this work Secure. Sustainable. Scalable. spirit.com.au Outlook • Following a strong finish to FY24 and with a growing pipeline of business opportunities, Spirit expects to deliver strong growth in FY25 and beyond: o Total recurring revenue now in excess of $70m per annum o Revenue guidance of $154m - $164m in FY25, representing more than 20%-29% growth on pcp (including acquisitions) ▪ Cyber Security to be the largest revenue contributor ▪ Significant opportunity to cross-sell to Infotrust’s customer base o Improved profitability with expected uEBITDA of $10.5m- $11.8m in FY25 ▪ Margin accretion opportunities from Infotrust’s additional offerings and scale ▪ Positive earnings contributions expected from all segments, including a modest maiden profit by Managed Services ▪ Synergies of $1.4m from the Infotrust acquisition expected to be progressively realised The Group’s strategy of selling combined Cyber Security and Managed Services to enable strong organic growth over a threeyear strategic horizon, with the pipeline of opportunities expected to grow through FY25 10 Secure. Sustainable. Scalable. spirit.com.au Strengthened Cyber Security offering through the Acquisition of Infotrust in April 24 1 2 Highly complementary to Spirit’s cyber offering Revenue and margin accretion opportunities ✓ ✓ ✓ ✓ ✓ ✓ ✓ 3 Strengthened Board and management team ✓ ✓ ✓ 4 Spirit to become a cyber security business of scale ✓ ✓ Expands Spirit’s geographic presence with a deeper footprint in Sydney and Melbourne complementing Spirit’s well-established presence in Brisbane Strengthens relationships with key cyber security vendor partners Minimal customer overlap with Spirit’s existing Cyber Security business Synergies of $1.4M expected to be achieved in FY25 Ability to serve Infotrust’s customers through Spirit’s state-of-the-art Security Operations Centre (SOC). Opportunity to increase margins of Spirit’s existing Cyber Security division by implementing Infotrust’s delivery approach Cross-sell opportunities from Spirit's other segments to Infotrust’s customer base Infotrust’s co-founder and CEO (Simon McKay) joined Spirit’s Board as an Executive Director and CEO of the combined cyber security division Dane Meah, Infotrust co-founder and CEO of key vendor partner, MyCISO, joined Spirit’s Board Scales Spirit’s Cyber Security division to become the largest revenue contributor in the Company (and one of the larger cyber businesses in Australia), providing a foundation to make security services the core of the Company's products and solutions Combined Cyber Security group revenue of $65M at acquisition completion date, making Spirit a major player in the cyber security market Supported by strong structural tailwinds with rapidly growing demand as the cyber security needs of Australian businesses continue to evolve and become increasingly complex 11 Secure. Sustainable. Scalable. spirit.com.au Infotrust acquisitions strengthens key partner relationships and expands cyber security customer base by 450 High value key vendor partners 2020 ANZ SMB Partner of the Year 2022 APAC Partner of the Year 2020, 2021, 2023 Partner of the Year awards 2019 Emerging Partner of the Year 2016 Partner of the Year 2015 APAC Innovation Partner of the Year 2018 Channel Partner of the Year Snapshot of Infotrust’s customers Owned by InfoTrust vendors1 6 of Infotrust’s 8 largest vendor partners are common Less than 5 common customers with Spirit, providing significant cross-sell opportunities for Spirit’s other business segments with Spirit - Acquisition provides opportunity to further strengthen relationships, improve margins and vendor marketing initiatives 12 Secure. Sustainable. Scalable. spirit.com.au Combined Group cyber security services & solutions Significant margin accretion opportunities from Infotrust’s additional offerings and scale, combined with the revenue uplift from the provision of Spirit’s SOC services to Infotrust customers 1 Complementary Capabilities 2 Enhanced Offering and Scale 3 Significant Growth Opportunities Offensive Security Board Cyber Advisory Services Data Governance Advisory Services Governance Framework Services Cyber Resilience / Risk Assessment ▶ Cyber Strategy Development ▶ ISO / NIST / E8 ▶ Cyber Policy Development ▶ Cyber Board Reporting ▶ Information Lifecycle Management ▶ Penetration Testing / Red Teaming ▶ Cyber Capability Roadmap ▶ Critical Infrastructure Advisory Security Operations Management ▶ Security Operations Management ▶ Incident Response Planning and Simulation ▶ Information Governance Frameworks Cyber Managed Services Cyber Security Engineering Cyber Products ▶ Cyber Product Selection Data and Cloud Security ▶ Security Operations Centre ▶ MDR / XDR ▶ Vulnerability Management ▶ Incident Response ▶ Cyber Product Implementation ▶ Data and Cloud Security Services ▶ SIEM Management ▶ Cyber Product Engineering and Support 13 ▶ Onshore vs Offshore services Secure. Sustainable. Scalable. spirit.com.au 1. Acquisition Executive Summary 14 Secure. Sustainable. Scalable. spirit.com.au Executive Summary (1/2) Acquisition overview • Spirit Technology Solutions Ltd (Spirit or the Company) to acquire 100% of the share capital of Forensic IT Pty Ltd (FIT) (the Acquisition) for total consideration of $7.6 million, comprising: ‒ $5.2 million in cash on completion (Upfront Cash); ‒ $1.6 million in Spirit shares at a price of 5.9c1 per share, totaling 26.9 million shares (Upfront Scrip); and ‒ $0.8 million in deferred consideration to be paid in cash in equal instalments at the sixth-month and one-year anniversary of the completion date of the Acquisition (Deferred Cash). Forensic IT overview • FIT provides Digital Forensics and Incident Response (DFIR) services enabling organisations to respond from a cyber security breach and restore operations rapidly. • Has grown consistently since establishment in 2013, recording revenue of $3.5 million and uEBITDA of $1.45 million in the year ending 30 June 2024. • Supports a range of leading organisations including the Victorian Police and a number of major law firms and insurance companies • Based in Melbourne, with capability across Sydney and Brisbane. Strategic rationale • Highly complementary business that expands and deepens the offer provided to Spirit’s Cyber and Managed Services customer base, currently more than 1,400 customers. • Opportunity to significantly increase work in incident response which is impacting companies across Australia. • Delivers on Spirit’s strategy of providing solutions that improve organisations’ resilience to cyber-attacks, addressing an evolving cyber threat environment. • Significant cross-sell opportunities from Spirit’s Cyber and Managed Services segments to FIT customers post a breach. • Implied transaction multiples of 5.2x EV / FY24 uEBITDA of $1.45 million. Transaction metrics and • Annualised cost out synergies are estimated at $300,000. impact • Updated FY25 guidance of $153 - $163 million in revenue and $10.9 - $11.8 million in uEBITDA. 1 14-day Volume Weighted Average Price 15 Secure. Sustainable. Scalable. spirit.com.au Executive Summary (2/2) Funding • Acquisition consideration and associated costs to be funded by: ‒ A Placement and Entitlement Offer (as defined below); ‒ 26.9 million Spirit shares issued to FIT’s shareholders with a value of $1.6 million (at a price of $0.0594 per share); and ‒ $0.8 million in Deferred Cash to be paid using combined group earnings and/or existing cash. Equity raising • Spirit is undertaking a fully underwritten capital raising comprising an institutional placement to raise approximately $2 million (Placement) and a 1 for 4.024 accelerated pro-rata non-renounceable entitlement offer to raise approximately $18 million (Entitlement Offer) (the Placement and Entitlement together, the Offer). • 263 Finance Pty Ltd (263 Finance), a major shareholder of Spirit and a related entity of Mr Shan Kanji, a non-executive director, has agreed to sub-underwrite a portion of the Entitlement Offer up to $10 million. 263 Finance will not receive any fees for its subunderwriting participation1. • Each of Spirit’s Directors who hold shares in the Company is supportive of the Offer and intend to exercise entitlements under the Entitlement Offer. Timing • The Acquisition is expected to settle in October 2024 following settlement of the Entitlement Offer. 1 263 Finance Pty Ltd (associates of Shan Kanji) have committed $6.1 million to take up all of their entitlements under the Offer. 263 Finance Pty Ltd has also committed to sub-underwrite 188.7 million shares (or $10 million) of the Offer. Nil fees are payable to 263 Finance Pty Ltd as sub-underwriter. In the event that 263 Finance Pty Ltd is required to take-up the full commitment under their sub-underwriting then this would result in 263 Finance Pty limited own 44.1% of Spirit shares. A summary of the significant events that could lead to the Underwriting Agreement, and therefore, the sub-underwriting, being terminated are set out on slides 30 to 32 16 Secure. Sustainable. Scalable. spirit.com.au 02. Overview of Spirit 17 Secure. Sustainable. Scalable. spirit.com.au Overview Spirit provides services and solutions that enable organisations to be: Secure • Strengthen their security posture to match the constantly changing cyber threat landscape and respond to a privacy or cyber breach. Provide organisations with the confidence to execute their business plans knowing they are secured. Sustainable • Provide companies with smart networks, IoT devices, and reporting and management models to measure and reduce their carbon footprint, achieve net-zero targets and identify potential cost savings. Scalable • Remain ahead of the curve and accelerate their secure digital transformation by adopting modern, agile technology solutions that can easily adapt to changing business needs and achieve their technology investment goals. Cyber Security to be core to Spirit post transaction • As a result of the current acquisition, Cyber Security will become Spirit’s largest division. Spirit will leverage this focus to grow out its other services and products with security at the core. • Spirit’s 7,000+ customers are benefitting from integrated solutions that deliver measurable business outcomes. 18 Secure. Sustainable. Scalable. spirit.com.au Investment Highlights National footprint and comprehensive SOC capabilities provides a strong barriers to entry being a leading Australian provider of cyber security, sustainability and managed services IT solutions. Strong market tailwinds across Spirit’s core markets of cyber security, sustainable IT solutions and managed services. Advancing accretive acquisition opportunities and organic growth through geographic and customer expansion and up-sell and cross-sell to existing customers. 19 Experienced board and executive team with extensive experience in managed services, technology consulting services and cyber security. Having streamlined and refocused the Company’s solutions and service offerings, all business segments expected to return to profitability in FY25. Secure. Sustainable. Scalable. spirit.com.au 03. Acquisition of Forensic IT 20 Secure. Sustainable. Scalable. spirit.com.au Strategic Rationale for Acquisition 1 2 3 ✓ Highly complementary to Infotrust’s cyber offerings ✓ ✓ ✓ Revenue and margin accretion opportunities Key team members to join the leadership team ✓ ✓ ✓ ✓ ✓ 4 Spirit to become a cyber security business of scale 5 Scale and execution of growth strategy ✓ ✓ ✓ ✓ Expands Spirit's cyber capability to enable rapid response to cyber incidents: Forensic IT responded to more than 180 incidents in FY24, further growth expected through cross-sell into Spirit's customer base. Expands our relationships with key cyber security partners, including police agencies, law firms and insurance companies. Limited customer overlap with Infotrust’s existing customer base providing significant cross/up sell opportunities. Ability to expand the cyber security customer offering to include DFIR and sell these services into Spirit's 7,000 customer base. Ability to service customers via insurance and law firm panels previously not available to Spirit / Infotrust Opportunity to significantly increase revenue of Spirit’s existing cyber division by implementing post breach remediation services and product sales, to assist customers to prevent the next breach. Brendan McCreesh, Director of Forensics, joins the team bringing 12 years' experience as a forensics practitioner, specialising in forensic acquisition and analysis, electronic discovery and expert witness engagements Jordan Hunt, Director of Cyber & Incident response, joins the team bringing 15 years’ experience specialising in complex matters ranging from cyber incident response through to various forensic engagements Scales Spirit’s Cyber Security division to become the largest revenue contributor, and cements Spirit’s position as one of Australia’s leading cyber security companies. Enhances Spirit’s strategy to put security at the core of the Company's products and solutions. Supported by strong structural tailwinds with rapidly growing demand as Australian businesses' cyber security needs continue to evolve and become increasingly complex. Adds growth and scale, with Forensic IT recording LTM June 24 revenue of $3.5 million and uEBITDA of $1.45 million, plus cost out synergies of $300,000 Delivers on Spirit’s strategy of enhancing its organic growth with strategic acquisition opportunities. 21 Secure. Sustainable. Scalable. spirit.com.au Overview of Forensic IT Summary Growth Opportunities for Infotrust Major provider of cyber security Digital Forensic and Incident Response (DFIR) Forensic IT responds to >180 breaches p/a creating key opportunities for solutions to more than 180 customers across Australia Infotrust: • Provides a range of valued-added assurance and consulting services: - • for improved breach readiness and reduced impact from a breach, should one Digital Forensics team provides expert solutions for unearthing IP and occur. data theft, and specialised services in retrieving and analysing data from digital devices for criminal and civil investigations. - Cross-sell Retainer Service to 650+ current Infotrust cyber security customers - teams do a “dress rehearsal” for a breach. Incident Response swiftly mitigates attacks to protect organisations' data and digital assets, removing threat actors from a customer's - environment and assisting the restoration of their business operations. • Includes a simulation where the customer's management and technical Prepares for rapid response, reducing the time and potential business impact, should a breach occur. Positive tailwinds to support continued strong growth and leading margins • Provide Post Incident Support to current customers to reduce the possibility of a second incident. - The Australian Security of Critical Infrastructure Act (SOCI Act) came into force in 2022 to regulate the management and protection of critical - infrastructure. Infotrust can provide advice and support to uplift an organisation's security posture to prevent future breaches through consulting, engineering or 24/7 Security Operations Centre (SOC). - With a cyber-attack targeting Australia occurring every two minutes,1 the Australian cyber security market size is expected to increase from $9 Spirit becomes one of the largest cyber billion in 2023 to $20 billion in 2028.2 businesses in Australia, supported by - Supports further growth at a strong gross margin (FY23 GM: 29.7%). rapidly growing demand and increasingly complex cyber security needs Notes: (1) AustCyber: Australia’s Cyber Security Sector Competitiveness Plan 2022. (2) Mordor Intelligence – Australia Cyber Security Industry Report. 22 Secure. Sustainable. Scalable. spirit.com.au Cyber Security doubles from 26% to 52% of Group Revenue Revenue contribution by division Spirit FY24 Spirit FY23 Managed Services, 41% C&C, 33% Managed Services, 27% Cyber Security, 26% Cyber Security, 41% Spirit and Forensic IT FY25 Pro Forma C&C, 32% Managed Services, 21% C&C, 27% Cyber Security, 52% Cyber Security to become Spirit’s largest division, growing from 26% in FY23 of the business to 52% of the business in FY25 further leveraging the company to the industry’s strong structural tailwinds 23 Secure. Sustainable. Scalable. spirit.com.au Combined Group Security Domains Significant opportunities from Forensic IT’s additional offerings and scale, combined with the revenue uplift from the provision of Infotrust’s Security Operations Centre (SOC) services to Forensic IT customers 1 Complementary Capabilities 2 Enhanced Offering and Scale 3 Significant Growth Opportunities Offensive Security Board Cyber Advisory Services Data Governance Advisory Services Governance Framework Services Digital Forensics/ Incident Response ▶ Cyber Strategy Development ▶ ISO / NIST / E8 ▶ Digital Forensics ▶ Cyber Board Reporting ▶ Information Lifecycle Management ▶ Penetration Testing / Red Teaming ▶ Incident Response ▶ Purple Team ▶ Cyber Capability Roadmap ▶ Critical Infrastructure Advisory ▶ Incident Response Planning and Simulation Security Operations Management ▶ Security Operations Management ▶ Information Governance Frameworks ▶ Security Operations Centre Optimisation Cyber Managed Services Cyber Security Engineering Cyber Products ▶ Cyber Product Selection Data and Cloud Security ▶ Security Operations Centre ▶ MDR / XDR ▶ Vulnerability Management ▶ Incident Response ▶ Cyber Product Implementation ▶ Data and Cloud security Services ▶ SIEM Management ▶ Cyber Product Engineering and Support 24 ▶ Onshore vs Offshore services Secure. Sustainable. Scalable. spirit.com.au 04. Funding & Details of the Equity Raising 25 Secure. Sustainable. Scalable. spirit.com.au Equity Raising Details Offer structure and size Offer price • Fully underwritten capital raising comprising an institutional placement to raise approximately $2 million (Placement) and a 1 for 4.024 accelerated pro-rata non-renounceable entitlement offer to raise approximately $18 million (Entitlement Offer) (the Placement and Entitlement together, the Offer). • Approximately 377.4 million new fully paid ordinary shares in the Company (New Shares) to be issued under the Placement and Entitlement Offer (representing approximately 27.6% of current issued capital). • Offer price of $0.053 per New Share (Offer Price) represents a: ‒ 13.1% discount to the last traded price of $0.061 on Thursday 22 August 2024; ‒ 10.6% discount to TERP1 of $0.0593; Retail Entitlement Offer opens on Friday 30 August 2024 and closes at 5.00pm (Sydney time) on Friday 13 September 2024. The Record Date for the Entitlement Offer is 7.00pm (Sydney time) on Tuesday 27 August 2024. Despatch of the Entitlement Offer Booklet will occur on Friday 30 August 2024. Refer to the timetable on page 22 for further details. Key Dates • • • • Ranking • All New Shares issued under the Placement and Entitlement Offer will rank pari passu with existing shares on issue. • Eligible Retail Shareholders who exercise their full Entitlement will be able to apply for additional Shares under the Oversubscription Facility at the Offer Price up to a maximum of 50% of their Entitlement . Oversubscription • To the extent there is greater demand than there is a shortfall, Eligible Shareholders who have applied for overs will have their applications scaled back on a pro-rata basis and to the extent considered necessary to prevent the issue of New Shares contrary to the law or ASX Listing Rules. Facility • An Independent Board Committee of the Company’s directors (IBC) will determine allocations in the bookbuild in consultation with the Lead Manager. • Any shortfall shares at the completion of the Institutional Entitlement Offer will be offered to new and existing institutional and sophisticated investors to the extent permitted by law in a bookbuild process. Shortfall Facility • An Independent Board Committee of the Company's directors (IBC) will determine allocations in the bookbuild in consultation with the Lead Manager. • Unified Capital Partners Pty Ltd is acting as Sole Lead Manager, Bookrunner and Underwriter (Lead Manager) to the Placement and Entitlement Offer. • 263 Finance Pty Ltd (263 Finance), a major shareholder of Spirit and a related entity of Mr Shan Kanji, a non-executive director, has agreed to take Underwriting up his entitlement in full and sub-underwrite a portion of the Entitlement Offer up to $10 million2. 263 Finance will not receive any fees for its subunderwriting participation. • Each of Spirit’s Directors who hold shares in the Company is supportive of the Offer and intend to exercise entitlements under the Entitlement Director Support Notes: (1) The Theor