Announcement PDF Rule 1.7 Appendix 1A Application for Admission to the ASX Official List (ASX Listing) Name of entity1 FOS Capital Limited ABN/ARBN Date of this form 76 637 156 275 30 April 2021 We (the entity named above) apply for admission to the +official list of ASX Limited (ASX) as an ASX Listing and for +quotation of the following +securities (or such other number of +securities as we may notify to ASX prior to the commencement of +quotation): Estimated maximum number and +class of +securities to be quoted on ASX at the commencement of quotation on ASX Number +Class (quoted only) 12,000,000 Fully paid ordinary shares By giving this form to ASX, we agree to the matters set out in Appendix 1A of the ASX Listing Rules. Notes: 1. If the entity seeking admission is a trust, the application should be in the form “[Name of responsible entity of trust] in its capacity as responsible entity of [Name of trust]”. 2. An entity seeking admission to the official list as an ASX Listing must also provide to ASX the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website. ASX Listing Rules Appendix 1A (01/12/19) + See chapter 19 of the ASX Listing Rules for defined terms. Page 1 Information Form and Checklist (ASX Listing) Name of entity ABN/ACN/ARBN/ARSN FOS Capital Limited ACN 637 156 275 We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing. Note: by giving an Appendix 1A Application for Admission to the ASX Official List (ASX Listing) to ASX, the entity is taken to have warranted that all of the information and documents it has given, or will give, to ASX in connection with its admission to the official list and the quotation of its securities are, or will be, accurate, complete and not misleading. It also indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty (see Appendix 1A of the ASX Listing Rules). The information and documents referred to in this Information Form and Checklist (including any annexures to it) are covered by the warranty and indemnity mentioned above. Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules. Part 1 – Key Information Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”. All entities – corporate details 1 Type of Australian registration number given above (eg ABN, ACN, ARSN or ARBN) ACN Legal entity identifier, if applicable 637 156 275 Place of incorporation or establishment Victoria Date of incorporation or establishment 31 October 2019 Legislation under which incorporated or established Corporations Act 2001 (Cth) Address of registered office in place of incorporation or establishment 1 Unit 3B/41 Rose Street Richmond VIC 3121 Main business activity design, engineering, manufacturing and supply of commercial, retail and industrial lighting solutions Country where main business activity is mostly carried on Australia Other exchanges on which the entity is listed N/A Street address of principal administrative office Unit 3B/41 Rose Street Richmond VIC 3121 If the entity applying for admission to the official list is a stapled group, please provide these details for each entity comprising the stapled group. ASX Listing Information Form and Checklist (01/12/19) Page 1 Postal address of principal administrative office Unit 3B/41 Rose Street Richmond VIC 3121 Telephone number of principal administrative office 1300 241 087 E-mail address for investor enquiries hemant@foslighting.com.au Website URL www.foscapital.com.au All entities – board and senior management details 2 Full name and title of chairperson of directors Full names of all existing directors Alexander (Sandy) Beard Constantine Scrinis Michael Koutsakis Michael Monsonego Alexander Beard Full names of any persons proposed to be appointed as additional or replacement directors Nil Full name and title of CEO/managing director Constantine Scrinis Email address of CEO/managing director con@foslighting.com.au Full name and title of CFO Hemant Amin – Company Secretary and CFO Email address of CFO hemant@foslighting.com.au Full name and title of company secretary Hemant Amin – Company Secretary and CFO Email address of company secretary hemant@foslighting.com.au All entities – ASX compliance contact details 3 Full name and title of ASX contact(s) Hemant Amin Business address of ASX contact(s) Unit 3B/41 Rose Street Richmond VIC 3121 Business phone number of ASX contact(s) Mobile phone number of ASX contact(s) 1300 241 087 (within Australia) +617 32777222 (outside Australia) 0438 000 751 2 If the entity applying for admission to the official list is a trust, enter the board and senior management details for the responsible entity of the trust. 3 Under Listing Rule 1.1 Condition 13, a listed entity must appoint a person responsible for communication with ASX on Listing Rule matters. You can appoint more than one person to cater for situations where the primary nominated contact is not available. ASX Listing Information Form and Checklist (01/12/19) Page 2 Email address of ASX contact(s) hemant@foslighting.com.au All entities – investor relations contact details Full name and title of person responsible for investor relations Hemant Amin Business phone number of person responsible for investor relations 1300 241087 (within Australia) Email address of person responsible for investor relations hemant@foslighting.com.au +617 32777222 (outside Australia) All entities – auditor details 4 Full name of auditor William Buck Audit (Vic) Pty Ltd All entities – registry details 5 Name of securities registry Boardroom Pty Ltd Address of securities registry Level 12, 225 George Street, Sydney NSW 2000 Phone number of securities registry 1300 737 760 Fax number of securities registry 1300 653 459 Email address of securities registry enquiries@boardroomlimited.com.au Type of subregisters the entity will operate 6 CHESS and issuer sponsored sub registries All entities – key dates Annual balance date 30 June Month in which annual meeting is usually held (or intended to be held) 7 October Months in which dividends or distributions are usually paid (or are intended to be paid) Company does not intend to pay dividends in short term. Trusts – additional details Name of responsible entity N/A 4 In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market before quotation commences (see Guidance Note 1 section 2.12). 5 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities. 6 Example: CHESS and issuer sponsored subregisters (see Guidance Note 1 section 3.23). 7 May not apply to some trusts. ASX Listing Information Form and Checklist (01/12/19) Page 3 Full names of the members of the compliance committee (if any) N/A Entities incorporated or established outside Australia – additional details Name and address of the entity’s Australian agent for service of process N/A Address of registered office in Australia (if any) N/A Entities listed or to be listed on another exchange or exchanges Name of the other exchange(s) where the entity is or proposes to be listed N/A Is the ASX listing intended to be the entity’s primary or secondary listing N/A Part 2 – Checklist Confirming Compliance with Admission Requirements Instructions: please indicate in the “Location/Confirmation” column for each item below and in any Annexures where the information or document referred to in that item is to be found (eg in the case of information, the specific page reference in the Offer Document where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”. In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist and any Annexures (other than the 2 copies of the applicant’s Offer Document (as lodged with ASIC) referred to in item 4 and the 10 printed versions of the final Offer Document referred to in note 10) are provided in a folder separated by numbered tabs and if the entity’s constitution and copies of all material contracts are provided both in hard copy and in electronic format. Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19). A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3. If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document. All entities – key supporting documents No Item 1. A copy of the entity’s certificate of incorporation, certificate of registration or other evidence of status (including any change of name) Location/Confirmation Attachment 1 – Certificate of Incorporation 2. A copy of the entity’s constitution (Listing Rule 1.1 Condition 2) 8 Attachment 2 – Constitution for FOS Capital Limited 3. Either: (a) confirmation that the entity’s constitution includes the provisions of Appendix 15A or Appendix 15B (as applicable); or Confirmed that the Constitution contains provisions of Appendix 15A (see Section 113) 8 It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format. ASX Listing Information Form and Checklist (01/12/19) Page 4 No Item (b) a completed checklist that the constitution complies with the Listing Rules (Listing Rule 1.1 Condition 2) 9 Location/Confirmation 4. An electronic version and 2 hard copies of the Offer Document, as lodged with ASIC (Listing Rule 1.1 Condition 3) 10 Attachment 3 – Prospectus 5. Where in the Offer Document is the prominent statement that ASX takes no responsibility for the contents of the Offer Document (Listing Rule 1.1 Condition 3)? Page 89, Sections 7.8.1 of Attachment 3 6. Original executed ASX Online agreement confirming that documents may be given to ASX and authenticated electronically (Listing Rule 1.1 Condition 14) 11 Attachment 4 – ASX Online Agreement 7. If the entity’s corporate governance statement 12 is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity’s corporate governance statement (Listing Rule 1.1 Condition 16) Page 76 - 81 of Sections 6.9 to 6.14 and 6.14 of Attachment 3 8. If the entity will be included in the S & P All Ordinaries Index on admission to the official list, 13 where in its Offer Document does it state that it will have an audit committee (Listing Rule 1.1 Condition 17)? N/A but see Page 78 of Sections 6.12 of Attachment 3 Inside front cover of the 'Important Notices' Section. 9. If the entity will be included in the S & P / ASX 300 Index on admission to the N/A official list, 14 where in its Offer Document does it state that it will comply with the recommendations set by the ASX Corporate Governance Council in relation to the composition and operation of the audit committee (Listing Rule 1.1 Condition 17)? 10. If the entity will be included in the S & P / ASX 300 Index on admission to the N/A official list, 15 where in its Offer Document does it state that it will have a remuneration committee comprised solely of non-executive directors (Listing Rule 1.1 Condition 18) 11. If the entity’s trading policy is included in its Offer Document, the page Page 79 of Section 6.13.2 of Attachment reference where it is included. Otherwise, a copy of the entity’s trading policy 3 and Attachment 5 Securities Trading (Listing Rule 1.1 Condition 19) Policy 12. For each director or proposed director, the CEO or proposed CEO, and the CFO or proposed CFO (together, “relevant officers”) of the entity at the date of listing, 16 a list of the countries in which they have resided over the past 10 years (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) 17 Alexander Beard – Australia Con Scrinis – Australia Michael Koutsakis - Australia Michael Monsonego –Hong Kong 9 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website. 10 The applicant should also provide 10 printed copies of the final Offer Document to ASX as soon as they are available. 11 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website. 12 The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation. 13 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P. 14 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 15 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 16 If the entity applying for admission to the official list is a trust, references in items 12, 13, 14, 15, 16, 17 and 18 to a relevant officer mean a relevant officer of the responsible entity of the trust. 17 The information referred to in items 12, 13, 14, 15, 16, 17 and 18 is required so that ASX can be satisfied that the relevant officer is of good fame and character under Listing Rule 1 Condition 20. ASX Listing Information Form and Checklist (01/12/19) Page 5 No Item Location/Confirmation 13. For each relevant officer, a list of any other names or alias they have used in the past 10 years, including any maiden name or married name 18 (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Alexander (Sandy) Beard – Sandy Beard 14. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by Australian Criminal Intelligence Commission which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Attachment 6 – National Police Certificates for the relevant directors: • Alexander Beard • Con Scrinis • Michael Koutsakis • Hemant Amin Constantine Scrinis – Con Scrinis 15. For each relevant officer who is or has in the past 10 years been a resident Attachment 7 – Criminal History checks of a country other than Australia, an original or certified true copy of an for: equivalent national criminal history check to that mentioned in item 14 above • Michael Monsonego (Hong for each country in which the relevant officer has resided over the past Kong) 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration 19 from the relevant officer confirming that fact and that he or she has not been convicted in that country of: (a) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of his or her duties as a director or officer of a company or other entity; or (b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced), or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) 16. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Australian Financial Security Authority National Personal Insolvency Index which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Attachment 8 – Insolvency searches for relevant directors • Alexander Beard • Con Scrinis • Michael Koutsakis • Hemant Amin 17. For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 16 above for each country in which the relevant officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration 20 from the relevant officer confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) Attachment 9 – Insolvency search for: • Michael Monsonego (Hong Kong) 18 The sample statutory declaration referred to in item 18 below addresses this requirement. Note that if the relevant officer has used another name or alias (including a maiden name or married name) in the past 10 years, the criminal record and bankruptcy checks referred to in items 14, 15, 16, 17 must cover all of the names or aliases the relevant officer has used over that period. 19 The sample statutory declaration referred to in item 18 below also addresses this requirement. 20 The sample statutory declaration referred to in item 18 below also addresses this requirement. ASX Listing Information Form and Checklist (01/12/19) Page 6 No Item Location/Confirmation 18. A statutory declaration 21 from each relevant officer officer specifying whether Attachment 10 – Statutory declarations they have used any other name or alias in the past 10 years and confirming of each director: that: • Alexander Beard (a) the relevant officer has not been the subject of any criminal or civil penalty • Con Scrinis proceedings or other enforcement action by any government agency in • Michael Koutsakis which he or she was found to have engaged in behaviour involving fraud, • Michael Monsonego dishonesty, misrepresentation, concealment of material facts or breach of • Hemant Amin duty; (b) the relevant officer has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (c) the relevant officer has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as a director or officer of a listed entity; (d) no listed entity of which he or she was a relevant officer (or, in the case of a listed trust, in respect of which he or she was a relevant officer of the responsible entity of the trust) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the Listing Rules applicable to that entity; and (e) the relevant officer is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above, or, if the relevant officer is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.21) 19. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable) Attachment 11 20. Please either: Confirmed (a) enter “Confirmed” in the column to the right to confirm that the entity has not previously applied for, and been refused or withdrawn its application for, admission to the official list of another securities exchange, or (b) attach a statement explaining the circumstances and state the location of that statement 21. Please enter “Confirmed” in the column to the right to confirm that the entity has paid its initial listing fee 22 21 Confirmed A sample statutory declaration is available from the ASX Compliance Downloads page on ASX’s website. See Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator: http://www.asx.com.au/prices/cost-listing.htm. Payment should be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account: 22 Bank: National Australia Bank Account Name: ASX Operations Pty Ltd BSB: 082 057 A/C: 494728375 Swift Code (Overseas Customers): NATAAU3202S If payment is made by electronic funds transfer, please email your remittance advice to ar@asx.com.au or fax it to (612) 9227-0553, describing the payment as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie Sydney, Melbourne or Perth) and the amount paid. ASX Listing Information Form and Checklist (01/12/19) Page 7 No Item Location/Confirmation All entities – group structure 22. Where in the Offer Document is there a diagram showing the group structure See page 28 of Section 3.1.4 of of the entity, identifying (where applicable) each material child entity and the Attachment 3 nature and location of the business activities it undertakes 23. If the entity has any material child entities, where in the Offer Document is See page 28 of Section 3.1.4 and there a list of all such child entities stating, in each case, its name, where it is Section 3.3 of Attachment 3 incorporated or established, the nature of its business and the entity’s percentage holding in it? 24. If the entity has any material investments in associated entities for which it will apply equity accounting, where in the Offer Document is there a list of all such associated entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the entity’s percentage holding in it? N/A 25. If the entity has a material interest in a joint venture, where in the Offer Document is there a description of the joint venture agreement, including the parties to the agreement and their respective rights and obligations under the agreement? N/A 26. If the entity does not hold its material assets and business operations directly N/A itself or indirectly through a child entity, where in the Offer Document is there an explanation of why that structure has been employed and the risks associated with it? All entities – capital structure 27. Where in the Offer Document is there a table showing the existing and proposed capital structure of the entity, broken down as follows: (a) the number and class of each equity security and each debt security currently on issue; and (b) the number and class of each equity security and each debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and (c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list; and (d) the number and class of each equity security proposed to be issued following admission in accordance with material contracts or agreements? See page 86 of Section 7.3 of Attachment 3 28. If any class of securities referred to in the table mentioned in item 27 are not ordinary securities, where in the Offer Document does it disclose the terms applicable to those securities? N/A Please also refer to: page 16 of section 1.6 and page 95 of section 8.2. Note: This applies whether the securities are to be quoted on ASX or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario. Note: This applies whether the securities are to be quoted on ASX or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid, the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable). For options to acquire unissued securities, this should state the number outstanding, exercise prices; exercise terms and expiry dates. For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of repayment or redemption; and conversion terms (if applicable). ASX Listing Information Form and Checklist (01/12/19) Page 8 No Item Location/Confirmation 29. Where in the Offer Document does it confirm that the entity’s free float at the See page 3 of 'Key Offer Information' of time of listing will be not less than 20% (Listing Rule 1.1 Condition 7)? Attachment 3 30. Where in the Offer Document does it confirm that the issue/sale price of all securities for which the entity seeks quotation is at least 20 cents in cash (Listing Rule 2.1 Condition 2)? See page 3 of 'Key Offer Information' of Attachment 3 31. If the entity has or proposes to have any options on issue, where in the Offer N/A Document does it confirm that the exercise price for each underlying security is at least 20 cents in cash (Listing Rule 1.1 Condition 12)? 32. If the entity has any partly paid securities and it is not a no liability company, where in the Offer Document does it disclose the entity’s call program, including the date and amount of each proposed call and whether it allows for any extension for payment of a call (Listing Rule 2.1 Condition 4)? N/A 33. Is the entity proposing to offer any securities by way of a bookbuild? If so, please enter “Confirmed” in the column to the right to indicate that the entity is aware of the disclosure requirements for bookbuilds in Annexure A to Guidance Note 1 and has made appropriate arrangements with the bookrunner to obtain this information. N/A All entities – business information 34. Where in the Offer Document is there a description of the history of the entity? See page 27-29 of Section 3.1 of Attachment 3 35. Where in the Offer Document is there a description of the entity’s existing and proposed activities and level of operations? See page 31 - 37 of Section 3.3 to 3.8 of 'Company Overview' of Attachment 3 36. Where in the Offer Document is there a description of the material business risks the entity faces? See page 63 – 69 of Section 5 'Risk Factors' of Attachment 3 Please also refer to Chairman's letter and section 1.4. 37. Where in the Offer Document is there a table setting out the proposed use of the proceeds of the offer? See page 83 section 7.1.5 of Attachment 3 All entities – related parties, promoters and advisers 38. Has the entity undertaken a placement of securities in the last 2 years in which a related party or their associates, a promoter or their associates, or an adviser involved in the offer or their associates, have participated? If so, please attach a statement (a) explaining the circumstances of the placement; (b) listing the names and addresses of the participants in the placement, the number of securities they received in the placement and the consideration they provided for those securities; and (c) identifying the participants in the placement who are a related party or associate of a related party, a promoter or associate of a promoter, or an adviser or an associate of an adviser. ASX Listing Information Form and Checklist (01/12/19) None other than the issue of $3m shares in consideration for the acquisition of 50% of the issued capital of Baker & Mcauliffe Holdings Pty Ltd t/a JSB Lighting. Page 9 No Item 39. Does an adviser to the offer have a material interest in the success of the offer over and