Announcement PDF ASX Announcement | 30 August 2024 Raiz Invest Limited (ASX:RZI) Raiz Share Purchase Plan On 26 August 2024, Raiz Invest Limited (ASX:RZI) (Raiz) announced a share purchase plan to provide eligible shareholders in Australia and New Zealand with an opportunity to subscribe for up to $30,000 of Raiz shares without incurring brokerage or other transaction costs (SPP). Raiz’s current intention is to cap the amount raised under the SPP at $2 million and Raiz may, in its absolute discretion, scaleback applications over that amount. The SPP supplements the successfully completed placements to institutional investors announced to ASX on 26 August 2024 and 27 August 2024, which raised $3 million (Placement). As previously announced, the funds raised under the Placement and SPP will be used by Raiz for strategic opportunities including the build out of a bespoke artificial intelligence language model, product innovation and potential future merger and acquisition opportunities. The attached SPP Booklet contains information on the SPP, including the terms and conditions, key dates and how to apply. Raiz shareholders are encouraged to read the SPP Booklet carefully and in full. If you have any questions about whether to apply to participate in the SPP, you should seek professional advice from an advisor licensed by ASIC to give that advice. If you have any general questions on the SPP, you can also contact Raiz’s share registry, Computershare Investor Services Pty Limited, from 8:30am to 5:00pm (Sydney time) Monday to Friday on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia). ***Ends*** Authorised for release by The Board of Directors. For further information, please contact: Raiz Invest Brendan Malone Managing Director and CEO M: +61 439 339 195 E: ir@raizinvest.com.au @raizapp Raiz Invest Katie Mackenzie Investor Relations M: +61 455 502 197 E: kmackenzie@belleviewir.com.au @raizaustralia @raizinvest Raiz Invest (ASX:RZI) ABN 74 615 510 177 Level 11, 2 Bulletin Place Sydney NSW 2000 Australia Raiz Invest About Raiz Invest Limited Raiz Invest Limited (ASX: RZI) is a multi-award-winning micro-investing and fintech platform to help all Australians create wealth. Raiz pioneered the ‘Round-Up’ concept in Australia – where everyday purchases are rounded-up to the next dollar and the difference is invested into a Raiz Invest account – opening opportunities for first-time investors. Since launching in 2016, Raiz has led the market by offering innovative products and features alongside an advanced user experience and exceptional customer service. With 9 diverse portfolios to choose from, users of the Raiz platform can invest in up to 99 of the most recognised stocks on the ASX, ETFs, Bitcoin, and the Raiz Residential Property Fund, from as little as $5. Products range from Raiz Kids to Raiz Invest Super with a product to suit every life stage. Raiz has also launched sophisticated products, like the customisable Plus portfolio to accommodate investors at all levels of experience and risk appetite. Raiz remains the number one investment app. To find out more, please visit www.raizinvest.com.au or the Investor Hub https://investorhub.raizinvest.com.au/ Raiz Invest Limited Share Purchase Plan Booklet This is an important document and requires your immediate attention. You should read this Booklet in full. Eligible Shareholders have the opportunity to participate in the Share Purchase Plan offer by applying for up to $30,000 of new Shares without incurring brokerage or other transaction costs. Details of the offer and how to participate are set out in this Booklet. Applications for new Shares under the SPP must be received by 5:00pm (Sydney time) on Friday, 13 September 2024. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES Important information This Booklet is intended for use only in connection with the SPP Offer to Eligible Shareholders with a registered address in Australia or New Zealand. This Booklet does not constitute an offer of securities in any place outside Australia or New Zealand and no action has been taken to permit an offering of Shares in any jurisdiction outside of Australia and New Zealand. The distribution of this Booklet may be restricted by law and persons (including Custodians and nominees) who come into possession of this document should observe any such restrictions. Due to legal restrictions, Custodians and nominees may not distribute this Booklet, and may not permit any beneficial Shareholder to participate in the SPP, in any country outside Australia or New Zealand. This Booklet may not be distributed or released in the United States. This Booklet does not constitute an offer to sell, or a solicitation of an offer to buy, any Shares in the United States or in any jurisdiction in which such an offer would be illegal. The Shares to be offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any U.S. state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States or to any person acting for the account or benefit of a person in the United States (to the extent such person is acting for the account or benefit of a person in the United States). The SPP Shares may only be offered and sold to Eligible Shareholders in Australia and New Zealand in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act), in reliance on Regulation S under the U.S. Securities Act. The SPP Shares are not being offered or sold to the public within New Zealand, other than to existing Shareholders of Raiz Invest with registered addresses in New Zealand to whom the offer of SPP Shares is being made in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. This Booklet has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013. This document is not a product disclosure statement under New Zealand law and is not required to, and may not, contain all the information that a product disclosure statement under New Zealand Law is required to contain. Page 1 Table of contents Important information ................................................................................................................................1 1. Letter to Shareholders .................................................................................................................3 2. Summary of important dates .......................................................................................................5 3. Summary of SPP .........................................................................................................................6 4. SPP Terms and Conditions .......................................................................................................10 5. 4.1. Offer ..............................................................................................................................10 4.2. Eligible Shareholders ....................................................................................................10 4.3. Joint holders and Custodians and nominees ................................................................11 4.4. Applications for SPP Shares .........................................................................................11 4.5. Issue Price ....................................................................................................................12 4.6. Number of SPP Shares to be issued ............................................................................12 4.7. Issue of SPP Shares .....................................................................................................12 4.8. Shareholders outside Australia and New Zealand .......................................................13 4.9. Acknowledgements .......................................................................................................13 4.10. Scale back ....................................................................................................................15 4.11. Dispute resolution .........................................................................................................15 4.12. Variation and termination ..............................................................................................15 4.13. Privacy policy ................................................................................................................16 4.14. Underwriting ..................................................................................................................16 4.15. Governing law ...............................................................................................................16 Glossary ....................................................................................................................................17 Page 2 1. Letter to Shareholders Dear Shareholder On behalf of the directors of Raiz Invest, I am pleased to offer you the opportunity to participate in a share purchase plan (SPP), which allows Eligible Shareholders to subscribe for up to $30,000 of new Shares in Raiz Invest (SPP Shares) without incurring brokerage or other costs. The SPP aims to raise up to $2 million and is not underwritten. The SPP follows Raiz Invest’s announcement of its new strategic relationship with State Street Global Advisors, Inc., the asset management business of State Street Corporation (NYSE: STT), and successful institutional placements announced on 26 August 2024 and 27 August 2024, which raised $3 million (Placement). New SPP Shares are being offered at the Issue Price of the lower of: • $0.41 per SPP Share, being the price paid by institutional investors under the Placement; and • a 2.5% discount to the volume weighted average price (VWAP) of Raiz Invest shares traded on ASX during the five trading days up to, and including, the SPP closing date (expected to be 13 September 2024). Use of proceeds The proceeds of the Placement and SPP will be used for strategic opportunities including the build out of a bespoke artificial intelligence language model, product innovation and potential future merger and acquisition opportunities. Participation in the SPP Participation in the SPP is voluntary and open to all Eligible Shareholders, being holders of Shares in Raiz Invest at 7:00pm (Sydney time), on Friday, 23 August 2024 (Record Date) and whose address on the Register is in Australia or New Zealand. The SPP is also being extended to Eligible Shareholders who are Custodians or nominees to participate in the SPP on behalf of certain Eligible Beneficiaries on the terms and conditions set out in this booklet (Booklet). Shareholders in the United States are not eligible to participate in the SPP. Similarly, Shareholders (including Custodians and nominees) who hold Shares on behalf of persons who reside outside Australia or New Zealand, are in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons. Once issued, SPP Shares will rank equally with existing Shares in Raiz Invest. The terms and conditions of the SPP are provided in this Booklet. We urge you to read these materials in their entirety and seek your own financial and taxation advice in relation to the SPP, before you decide whether to participate. How to apply for SPP Shares To apply for SPP Shares, please follow the instructions in your personalised Application Form. Your personalised Application Form can be accessed via www.computersharecas.com.au/rzi. In accordance with the instruction in your personalised Application Form, you must either: • make a payment directly via BPAY®, which is the fastest and easiest way to apply; or • if you are an Eligible Shareholder with a registered address in New Zealand and unable to pay by BPAY, you may pay for SPP Shares by making an electronic funds transfer (EFT). Cheque, bank draft, money order and cash payments will not be accepted. Eligible Shareholders wishing to apply for SPP Shares must ensure that their BPAY payment or EFT payment is received by no later than 5:00pm (Sydney time) on Friday, 13 September 2024. Page 3 Questions and further information This Booklet contains important information about the SPP to assist you in deciding whether to participate in the SPP. You should read this Booklet carefully and in its entirety before deciding whether to apply. If you have any questions in relation to how to participate in the SPP, please contact the Registry from 8:30am to 5:00pm (Sydney time) Monday to Friday on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia) or consult your financial or other professional adviser. If you have any questions in relation to whether an investment in Raiz Invest through the SPP is appropriate for you, please contact your stockbroker, accountant or other professional adviser. Thank you for your continued support of Raiz Invest. Yours sincerely Ms Kelly Humphreys Chair Page 4 2. Summary of important dates Event Date Record Date for SPP 7:00pm (Sydney time), Friday, 23 August 2024 Opening Date for applications Friday, 30 August 2024 Closing Date for applications 5:00pm (Sydney time), Friday, 13 September 2024 Results of SPP announced Friday, 20 September 2024 Issue of SPP Shares Friday, 20 September 2024 SPP Shares commence trading on ASX Monday, 23 September 2024 Despatch of holding statements Tuesday, 24 September 2024 The above timetable is indicative only and subject to change. The commencement of trading and quotation of SPP Shares is subject to confirmation from ASX. Subject to the requirements of the Corporations Act, the ASX Listing Rules and other applicable rules, Raiz Invest reserves the right to alter the above dates at any time, including extending the period for the SPP or accepting late applications, either generally or in particular cases, without notice. All references to times in this Booklet are to Sydney, Australia time. Page 5 3. Summary of SPP You should read this section in conjunction with the Terms and Conditions of the SPP set out in section 4 of this Booklet. Key SPP details Summary SPP Offer Eligible Shareholders of Raiz Invest may subscribe for up to $30,000 of SPP Shares without brokerage or other transaction costs. Purpose of the SPP The proceeds of the Placement and SPP will be used for strategic opportunities including the build out of a bespoke artificial intelligence language model, product innovation and potential future merger and acquisition opportunities. Voluntary participation Participation in the SPP is entirely voluntary. Before you decide whether to participate in the SPP, Raiz Invest recommends you seek independent financial advice from your stockbroker, accountant or other professional adviser. If you do not wish to participate in the SPP, no further action is required on your part. Issue Price per SPP Share The Issue Price per SPP Share is the lower of: • $0.41 per SPP Share, being the price paid by institutional investors under the Placement; and • a 2.5% discount to the volume weighted average price (VWAP) of Raiz Invest shares traded on ASX during the five trading days up to, and including, the SPP closing date (expected to be 13 September 2024). There is a risk that the market price of Shares may rise or fall between the date of this Booklet and the time of issue of SPP Shares under the SPP. This means that the price you pay for the SPP Shares issued to you may be less than or more than the market price of Shares at the date of this Booklet or the time of issue. Your application is unconditional and may not be withdrawn even if the market price of Shares is less than the Issue Price. Eligible Shareholders Eligible Shareholders are eligible to participate in the SPP, being Shareholders who were registered holders of Shares at 7:00pm (Sydney time) on 23 August 2024 with a registered address in either Australia or New Zealand as recorded on the Register, provided that such holder is not in the United States and is not acting for the account or benefit of a person in the United States. The SPP is also being extended to Eligible Shareholders who are Custodians or nominees to participate in the SPP on behalf of Eligible Beneficiaries on the terms and conditions provided in this Booklet. Similarly, Shareholders who hold Shares on behalf of persons who reside outside Australia or New Zealand, are in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons. Custodians may only distribute documents relating to the SPP to Eligible Beneficiaries. In particular, Custodians must not distribute any documents relating to the SPP to any person in the United States or to any person acting for the account or benefit of a person in the United States. Page 6 Key SPP details Summary Not transferable The SPP Offer cannot be transferred. Investment amount Eligible Shareholders may apply for SPP Shares in parcels valued at $1,000, $2,500, $5,000, $7,500, $10,000, $12,500, $15,000, $20,000, $25,000 or $30,000. The number of SPP Shares issued to an Eligible Shareholder will be rounded up to the nearest whole number after dividing the application monies by the Issue Price. Applications may be scaled back at the absolute discretion of Raiz Invest. How to apply Eligible Shareholders wishing to apply for SPP Shares may do so by making payment via: • BPAY; or • electronic funds transfer (available only for Eligible Shareholders with a registered address in New Zealand and unable to pay by BPAY). Instructions about how to make payment via BPAY (including your unique BPAY reference number) can be obtained as follows: • if you received a letter from Raiz Invest regarding the SPP, you can obtain your BPAY instructions (including your unique BPAY reference number) online from www.computersharecas.com.au/rzi. You will need to provide your securityholder reference number or holder identification number and follow the instructions provided; or • if you received an electronic communication from Raiz Invest regarding the SPP, you can obtain your BPAY instructions (including your unique BPAY reference number) by applying online from www.computersharecas.com.au/rzi and following the instructions provided. You can only make payment via BPAY if you are the holder of an account with an Australian branch of a financial institution that supports BPAY transactions. If you are an Eligible Shareholder with a registered address in New Zealand, your personalised Application Form will also contain instructions on how to pay via electronic funds transfer. Please contact the Registry from 8.30am to 5.00pm (Sydney time) Monday to Friday on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia). If you are paying via BPAY or electronic funds transfer, there is no need to return your personalised Application Form but you will be taken to have made the statements and certifications that are set out in the Application Form. Payment for SPP Shares for the appropriate amount must be received by the Registry prior to the close of the SPP Offer at 5:00pm (Sydney time) on 13 September 2024. You should be aware that your financial institution may implement earlier cut-off times with regard to electronic payment and you should therefore take this into consideration when making payment. Raiz Invest and the Registry accept no responsibility for any delay in the receipt of BPAY or EFT payment. Cheque, bank draft, money order and cash payments will not be accepted Rights attached SPP Shares to SPP Shares will rank equally with all other Shares on issue. Page 7 Key SPP details Summary Custodians and nominees The SPP is being extended to Eligible Shareholders who are Custodians or nominees and who wish to apply for SPP Shares on behalf of certain Eligible Beneficiaries. The SPP is being offered to Custodians and nominees as the registered Shareholder. Custodians and nominees are not required to participate on behalf of their Eligible Beneficiaries. Custodians and nominees may choose whether or not to extend the SPP to their Eligible Beneficiaries. Notwithstanding the foregoing, Custodians and nominees may not participate in the SPP on behalf of, and may not distribute this Booklet or any documents relating to this SPP to, any person in the United States. In the event that a Custodian or nominee is acting for the account or benefit of a person in the United States, it is not permitted to participate in respect of that person. If you wish to apply as a Custodian or nominee under the SPP to receive SPP Shares for one or more Eligible Beneficiaries, you must complete and submit an additional 'Custodian Certificate' that contains further certifications and details (as required under the terms of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 before your application will be accepted. Applications by Custodians or nominees that are not accompanied by a duly completed Custodian Certificate will be rejected. By applying as a Custodian on behalf of Eligible Beneficiaries to purchase SPP Shares, you certify (amongst other things) that each Eligible Beneficiary has not exceeded the $30,000 limit. To request a Custodian Certificate or for further information about the custodian application process, please contact the Registry from 8:30am to 5:00pm (Sydney time) Monday to Friday on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia). A Custodian will be ineligible to participate in the SPP if their participation would be in breach of ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. Issue of SPP Shares Holding statements are expected to be despatched on or around 24 September 2024. Oversubscriptions The amount that each Eligible Shareholder can apply for under the SPP is capped at $30,000. The SPP aims to raise up to $2 million. Raiz Invest may decide to accept applications (in whole or in part) that result in the SPP raising less than this amount in its absolute discretion. Raiz Invest may, in its absolute discretion, scale back the number of SPP Shares that will be issued to individual Shareholders under the SPP. If this happens you may be issued SPP Shares to a value that is less than the value of SPP Shares you applied for and the difference will be refunded to you (without interest). Refunds Any application monies refunded by Raiz Invest will be paid by cheque or direct credit (the payment method will be determined by Raiz Invest in its absolute discretion) in Australian currency. By applying for SPP Shares, each Eligible Shareholder authorises Raiz Invest to pay any monies to be refunded by using the payment instructions of the Eligible Shareholder recorded in the Registry's records if Raiz Invest should elect to pay in this manner. Shareholders are encouraged to update their banking instructions. Update your details online using Investor Centre Update your details faster and help protect the environment by visiting our Page 8 Key SPP details Summary investor centre. To register for investor centre visit www-au.computershare.com/Investor/Registration If you have already registered for an investor centre account, simply visit www.computershare.com/au to view and update your securityholder details. Please keep in mind that if the holder has not previously registered for the Investor Centre you will need to wait for a verification code to be received which is sent via post. More Information If you have any questions in relation to how to participate in the SPP, please contact the Registry from 8:30am to 5:00pm (Sydney time) Monday to Friday on 1300 850 505 (callers within Australia) or +61 3 9415 4000 (callers outside Australia) or consult your financial or other professional adviser. If you have any questions in relation to whether an investment in Raiz Invest through the SPP is appropriate for you, please contact your stockbroker, accountant or other professional adviser. Page 9 4. SPP Terms and Conditions Important notice and disclaimer This Booklet does not provide financial advice and has been prepared without taking account of any person's investment objectives, financial situation or particular needs. You should consider the appropriateness of participating in the SPP having regard to your investment objectives, financial situation or particular needs. Shareholders should seek independent financial and taxation advice before making any investment decision in relation to these matters. The offer of SPP Shares under the SPP Offer is made in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547, which grants relief from the requirement for Raiz Invest to provide prospectus disclosure in relation to the SPP. This Booklet does not constitute a prospectus or product disclosure statement and has not been lodged with ASIC. The issue of a prospectus or product disclosure statement is not required for the purpose of the SPP Offer. You must rely on your own knowledge of Raiz Invest, previous disclosure made by Raiz Invest to ASX and if necessary, consult with your professional adviser when deciding whether or not to participate in the SPP Offer. If you participate in the SPP by making a payment by BPAY or EFT, you are accepting the risk that the market price of Shares may change between the Record Date, the date on which you make a payment by BPAY or EFT and the Issue Date. This means that, up to and/or after the Issue Date, you may be able to buy Shares on ASX at a lower price than the Issue Price. Please read these Terms and Conditions carefully, as you will be bound by them in participating in the SPP. Shareholders accepting the SPP Offer will also be bound by the constitution of Raiz Invest. The previous sections of this Booklet and the Application Form forms part of these Terms and Conditions. 4.1. Offer (a) Raiz Invest offers each Eligible Shareholder the opportunity to purchase up to $30,000 of SPP Shares under the SPP subject to and in accordance with the terms and conditions set out below, in the previous sections of this Booklet and the Application Form (SPP Offer). (b) The SPP Offer opens on 30 August 2024 and closes at 5:00pm (Sydney time) on 13 September 2024 (or such other date as Raiz Invest determines, in its absolute discretion). (c) Participation in the SPP is voluntary. If you choose not to participate in the SPP, your right to participate lapses at the Closing Date, being 5:00pm (Sydney time) on 13 September 2024 (or such other date as Raiz Invest determines, in its absolute discretion). (d) The SPP Offer is non-transferable and, therefore, Eligible Shareholders cannot transfer their right to purchase SPP Shares to a third party. (e) The SPP Offer to each Eligible Shareholder (whether as a Custodian or on its own account) is made on the same terms and conditions. (f) All references to $ or dollars in this Booklet are references to Australian dollars unless otherwise indicated. 4.2. Eligible Shareholders (a) You are eligible to participate in the SPP Offer if you: (i) were registered on the Register as a Shareholder at 7:00pm (Sydney time) on 23 August 2024 (the Record Date); (ii) had a registered address in either Australia or New Zealand at that time as shown on the Register; and Page 10 (iii) are not in the United States and are not acting for the account or benefit of a person in the United States or, in the event that you are acting for the account or benefit of a person in the United States, you are not participating in the SPP in respect of that person. (b) The SPP is also extended to Eligible Shareholders who are Custodians or nominees, in accordance with clauses 4.3(b) and 4.4(e) below. (c) The SPP Offer is not made to Shareholders with a registered address outside of Australia and New Zealand. The Shares to be offered and sold under the SPP have not been, and will not be, registered under the U.S. Securities Act, or the securities laws of any state or other jurisdiction of the United States. Accordingly, Shareholders in the United States are not eligible to participate in the SPP. Similarly, Shareholders who hold Shares on behalf of persons in the United States, or are acting for the account or benefit of persons in the United States, are not eligible to participate in the SPP on behalf of those persons. Shares to be offered and sold under the SPP may only be offered and sold in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act. 4.3. Joint holders and Custodians and nominees (a) If two or more persons are registered on the Register as jointly holding Shares, they are taken to be a single registered holder of Shares for the purposes of determining whether they are an Eligible Shareholder and a certification given by any of them is taken to be a certification given by all of them. (b) Subject to these terms and conditions, Eligible Shareholders who are Custodians or nominees may participate in the SPP on behalf of each Eligible Beneficiary on whose behalf the Custodian or nominee is holding Shares. Due to legal restrictions, Custodians and nominees may not distribute the SPP Booklet to any person in, and may not participate in the SPP on behalf of any beneficial Shareholder in the United States. In the event that a Custodian or nominee is acting for the account or benefit of a person in the United Stat