Announcement PDF Appendix 3B - Proposed issue of securities Announcement Summary Entity name VINYL GROUP LTD Announcement Type New announcement Date of this announcement 17/12/2024 The Proposed issue is: An accelerated offer Total number of +securities proposed to be issued for an accelerated offer ASX +security code +Security description VNL ORDINARY FULLY PAID Maximum Number of +securities to be issued 76,444,994 Trading resumes on an ex-entitlement basis (ex date) 19/12/2024 +Record date 19/12/2024 Offer closing date for retail +security holders 15/1/2025 Issue date for retail +security holders 20/1/2025 Refer to next page for full details of the announcement Appendix 3B - Proposed issue of securities 1/7 Appendix 3B - Proposed issue of securities Part 1 - Entity and announcement details 1.1 Name of +Entity VINYL GROUP LTD We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules. If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation). 1.2 Registered Number Type Registration Number ABN 15106513580 1.3 ASX issuer code VNL 1.4 The announcement is New announcement 1.5 Date of this announcement 17/12/2024 1.6 The Proposed issue is: An accelerated offer 1.6b The proposed accelerated offer is Accelerated non-renounceable entitlement offer (commonly known as a JUMBO or ANREO) Appendix 3B - Proposed issue of securities 2/7 Appendix 3B - Proposed issue of securities Part 3 - Details of proposed entitlement offer issue Part 3A - Conditions 3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No Part 3B - Offer details +Class or classes of +securities that will participate in the proposed issue and +class or classes of +securities proposed to be issued ASX +security code and description VNL : ORDINARY FULLY PAID Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class Will the proposed issue of this +security include an offer of attaching +securities? No If the entity has quoted company options, do the terms entitle option holders to participate on exercise? No Details of +securities proposed to be issued ASX +security code and description VNL : ORDINARY FULLY PAID ISIN Code (if Issuer is a foreign company and +securities do not have +CDIs issued over them) ISIN Code for the entitlement or right to participate in the offer (if Issuer is foreign company and +securities do not have +CDIs issued over them) Offer ratio (ratio to existing holdings at which the proposed +securities will be issued) Has the offer ratio been determined? Yes The quantity of additional +securities For a given quantity of +securities to be issued held 10 155 What will be done with fractional entitlements? Maximum number of +securities proposed to be issued (subject to rounding) Appendix 3B - Proposed issue of securities 3/7 Appendix 3B - Proposed issue of securities rounding) Fractions rounded down to the nearest whole number or fractions disregarded 76,444,994 Offer price details for retail security holders Has the offer price for the retail offer been determined? Yes In what currency will the offer be made? What is the offer price per +security for the retail offer? AUD - Australian Dollar AUD 0.10000 Offer price details for institutional security holders Has the offer price for the institutional offer been determined? Yes In what currency will the offer be made? What is the offer price per +security for the institutional offer? AUD 0.10000 AUD - Australian Dollar Oversubscription & Scale back details Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? Yes Describe the limits on over-subscription Over subscriptions accepted unless they exceed takeover provision levels Will a scale back be applied if the offer is over-subscribed? Yes Describe the scale back arrangements The Company may scale-back Applications for Additional Shares in its absolute discretion. In particular, the Company may scale-back Applications for Additional Shares if the allotment of Additional Shares would result in a Shareholder holding a relevant interest¿ (as that term is defined in the Corporations Act) in 20% or more of the Shares on issue. Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Part 3D - Timetable 3D.1a First day of trading halt 17/12/2024 3D.1b Announcement date of accelerated offer 17/12/2024 3D.2 Trading resumes on an ex-entitlement basis (ex date) Appendix 3B - Proposed issue of securities 4/7 Appendix 3B - Proposed issue of securities 3D.2 Trading resumes on an ex-entitlement basis (ex date) 19/12/2024 3D.5 Date offer will be made to eligible institutional +security holders 17/12/2024 3D.6 Application closing date for institutional +security holders 18/12/2024 3D.8 Announcement of results of institutional offer (The announcement should be made before the resumption of trading following the trading halt) 19/12/2024 3D.9 +Record date 19/12/2024 3D.10a Settlement date of new +securities issued under institutional entitlement offer 24/12/2024 3D.10b +Issue date for institutional +security holders 27/12/2024 3D.10c Normal trading of new +securities issued under institutional entitlement offer 30/12/2024 3D.11 Date on which offer documents will be sent to retail +security holders entitled to participate in the +pro rata issue 24/12/2024 3D.12 Offer closing date for retail +security holders 15/1/2025 3D.13 Last day to extend retail offer close date 10/1/2025 3D.19 +Issue date for retail +security holders and last day for entity to announce results of retail offer 20/1/2025 Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes Appendix 3B - Proposed issue of securities 5/7 Appendix 3B - Proposed issue of securities 3E.1a Who is the lead manager/broker? Peloton Capital 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 2% Management fee for the total amount of the Entitlements offer. 2 million options exercisable at the Entitlements Offer price 3E.2 Is the proposed offer to be underwritten? Yes 3E.2a Who are the underwriter(s)? Peloton Capital 3E.2b What is the extent of the underwriting (ie the amount or proportion of the offer that is underwritten)? The Offer is fully underwritten 3E.2c What fees, commissions or other consideration are payable to them for acting as underwriter(s)? 4% underwriting fee on up to $3.389M of the Offer 3E.2d Please provide a summary of the significant events that could lead to the underwriting being terminated An event of material default under the Engagement as listed in the investor presentation Appendix A. 3E.2e Is a party referred to in listing rule 10.11 underwriting or sub-underwriting the proposed offer? No 3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No 3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Part 3F - Further Information 3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue To facilitate the acquisition of Concrete Playground Pty Ltd, replenish cash reserves for the acquisitions of Mediaweek and Funkified Entertainment and working capital for the above. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No 3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue All countries except Australia and New Zealand will not be able to participate. 3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities No 3F.6 URL on the entity's website where investors can download information about the proposed issue https://investors.vinyl.group 3F.7 Any other information the entity wishes to provide about the proposed issue 3F.8 Will the offer of rights under the rights issue be made under a +disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No 3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: Appendix 3B - Proposed issue of securities 6/7 Appendix 3B - Proposed issue of securities the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f) Appendix 3B - Proposed issue of securities 7/7