FOR USE BY SOPHISTICATED INVESTORS ONLY - NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
ENGAGEMENT & FEES - Whitington Darby Consulting Pty Ltd (ACN 161 409 267) (WDC) does not hold an AFSL and does not provide finance or investment advice, operating exclusively as an introducer and WDC is acting under a sub-mandate from Baker Young Limited (ACN 92 006 690 320) (Advisor). WDC is paid a fee of 5% + GST from the fee paid by the Company to the Advisor of 6% +GST of the gross consideration of funds raised under the proposed capital raising. IMPORTANT NOTICE AND DISCLAIMER - The following notice and disclaimer applies to this information summary (“Presentation”) and you should read this carefully before reading or making any other use of this Presentation or any information contained in this Presentation. By accepting this Presentation you represent and warrant that you are entitled to receive the Presentation in accordance with the restrictions, and agree to be bound by the limitations, contained within it. This Presentation has been prepared by Amplify EyeCare Pty Ltd (“AEC”). This Presentation has been prepared in relation to AEC’s delivery of a feasibility program for combined optometry practices in the U.S. (“Feasibility Program”), establishing the basis for future acquisition of optometry practices and optimisation and expansion of those practices (“Expansion Program”); and the corresponding placement of new ordinary fully paid shares and/or options in AEC (“New Shares”, the “Offer”). Summary information - This Presentation contains summary information about AEC and its activities which is current only at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in AEC or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. AEC’s historical information in this Presentation is, or is based upon, internal records and reporting. Certain information in this Presentation has been sourced from AEC founders, industry data and signed letter of intent with optometry practices and their respective representatives or associates. While steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy. Certain market and industry data used in connection with this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither AEC nor its representatives have independently verified any such market or industry data provided by third parties or industry or general publications. Not an offer - This Presentation is not a prospectus, product disclosure statement or other offering document under Australian law (and will not be lodged with the Australian Securities and Investments Commission (“ASIC”) or any other law. This Presentation is for information purposes only and is not an invitation or offer of securities for subscription, purchase or sale in any jurisdiction. The release, publication or distribution of this Presentation (including an electronic copy) outside Australia and New Zealand may be restricted by law If you come into possession of this Presentation, you should observe such restrictions and should seek your own advice on such restrictions. Any non compliance with these restrictions may contravene applicable securities laws. Not for release or distribution in the United States of America - This Presentation may not be released or distributed in the United States of America (“United States”). This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer would be illegal Neither the New Shares nor entitlements have been, or will be, registered under the U S Securities Act of 1933 as amended (the “U S Securities Act”) or the securities laws of any state or other jurisdiction of the United States Accordingly neither the New Shares nor the entitlements may be offered or sold, directly or indirectly, in the United States or to a person acting for the account or benefit of a person in the United States, unless they have been registered under the U S Securities Act (which AEC has no obligation to do or procure), or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U S Securities Act and any other applicable United States state securities laws. Not investment advice - This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation by AEC or its advisers to acquire New Shares and does not and will not form any part of any contract for the acquisition of New Shares Each recipient of this Presentation should make its own enquiries and investigations regarding all information in this Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect future operations of AEC and the impact that different future outcomes may have on AEC. This Presentation has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction AEC is not licensed to provide financial product advice in respect of AEC shares. This Presentation and its contents are provided on the basis that recipients will not deal in the securities or the financial products of AEC. in breach of applicable insider trading laws. Future performance - This Presentation contains certain ‘forward looking statements’, including but not limited to projections, guidance on future revenues, earnings, margin improvement, other potential synergies and estimates, the timing and outcome of the construction of the Manufacturing Facilities, the outcome and effects of the Offer and the use of proceeds, and the future performance of AEC. Forward looking statements can generally be identified by the use of forward looking words such as ‘ expect’,‘ anticipate’,‘ likely’,‘ intend’,‘ should’,‘ could’,‘ may’,‘ predict’,‘ plan’,‘ propose’,‘ will’,‘ believe’,‘ forecast’,‘ estimate’,‘ target’,‘ outlook’,‘ guidance’,‘ and other similar expressions within the meaning of securities laws of applicable jurisdictions and include, but are not limited to, estimated annual performance after construction and operation of Manufacturing Facilities and the outcome and effects of the Offer and the use of proceeds. The forward looking statements contained in this Presentation are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of AEC, its Directors and management, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. There can be no assurance that actual outcomes will not differ materially from these forward looking statements. A number of important factors could cause actual results or performance to differ materially from the forward looking statements, including the risk factors set out in this Presentation Investors should consider the forward looking statements contained in this Presentation in light of those disclosures. No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Presentation The forward looking statements are based on information available to AEC as at the date of this Presentation Except as required by law or regulation, AEC undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward looking statements. Statements about past performance are not necessarily indicative of future performance. Financial data - All financial information in this Presentation is in Australian Dollars ($ or AUD) unless otherwise stated. Investors should note that this Presentation contains pro forma historical and forward looking financial information. The pro forma and forward looking financial information, and the historical information, provided in this Presentation is for illustrative purposes only and is not represented as being indicative of AEC’s views on its future financial condition and/or performance. Financial information for the Manufacturing Facility and AEC contained in this Presentation has been derived from the management accounts and the unaudited special purpose financial reports of AEC. Investment risk - All investment in AEC shares is subject to investment and other known and unknown risks, some of which are beyond the control of AEC. AEC does not guarantee any particular rate of return or the performance of AEC Investors should have regard to the risk factors outlined in the ‘Key Risks’ section of this Presentation when making their investment decision. Past performance - Investors should note that past performance, including past share price performance of AEC and pro forma historical information in this Presentation, is given for illustrative purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future AEC performance including future share price performance. The pro forma historical information is not represented as being indicative of AEC’s views on its future financial condition and/or performance. Disclaimer – AEC, WDC and the Advisor nor their advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents, have authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and, for the avoidance of doubt, and except to the extent referred to in this Presentation, none of them makes or purports to make any statements in this Presentation and there is no statement in this Presentation which is based on any statement by any of them. To the maximum extent permitted by law AEC, WDC, the Advisor and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim all liability, including without limitation for negligence or for any expenses, losses, damages or costs incurred by you as a result of your participation in or failure to participate in the Offer and the information in the Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise To the maximum extent permitted by law, AEC, WDC and the Advisor and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this Presentation and, they have not independently verified any such information and take no responsibility for any part of this Presentation or the Offer. AEC, WDC, the Advisor and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether you or your related parties should participate in the Offer nor do they make any representations or warranties to you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by AEC, or any of its advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them Statements made in this Presentation are made only as the date of this Presentation The information in this Presentation remains subject to change without notice By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation you acknowledge and agree to the terms set out in this ‘Important Notice and Disclaimer’ AEC, WDC and / or the Advisors reserve the right to withdraw, or vary the timetable for the Offer without notice.