Share Purchase Plan Opens
Released
Released
Announcement PDF
25 May 2026
Dear Shareholder,
Electro Optic Systems Holdings Limited – Share Purchase Plan
Electro Optic Systems Holdings Limited ACN 092 708 364 (ASX: EOS) (EOS or Company) announced to the
Australian Securities Exchange (ASX) on 20 May 2026 that it had:
▪ successfully completed its A$150 million fully underwritten institutional placement (Institutional
Placement) of approximately 18.8 million new fully paid ordinary shares in the Company (New Shares)
to eligible institutional investors at a price of A$8.00 per New Share; and
▪ received a commitment from Generation 5 Holding L.L.C, a related entity of Calidus L.L.C, a major
provider of defence equipment, technology and services based in Abu Dhabi, alongside another
institutional investor focussed on the defence sector, to subscribe for a total of A$40 million of New
Shares at a price of A$8.00 per New Share (Strategic Placement and together with the Institutional
Placement, the Placement). The Strategic Placement is not underwritten. The issue of New Shares in the
Strategic Placement will be subject to shareholder approval under ASX listing rule 7.1, to be sought at an
Extraordinary General Meeting of the Company that is expected to be held in late June 2026.
Further details of the Institutional Placement are set out in the ASX announcement dated 18 May 2026 and 20
May 2026 and released to ASX by EOS on those dates. Further details of the Strategic Placement are set out
in the ASX announcement dated 20 May 2026 and released to ASX by EOS on that same date.
The board of directors of EOS (Board) is pleased to offer Eligible Shareholders (as defined below) an
opportunity to participate in EOS' share purchase plan (SPP). The SPP will give all Eligible Shareholders an
opportunity to apply for up to A$30,000 worth of New Shares at A$8.00 per New Share, being the same price
paid by investors to acquire New Shares in the Placement (Purchase Price).
Proceeds from the Institutional Placement, the Strategic Placement (if approved by EOS shareholders) and
the SPP, together with the secured term loan facility provided by Washington H. Soul Pattinson (as previously
announced on 12 January 2026), will be used to fund the upfront consideration of the MARSS acquisition and
to increase balance sheet flexibility to pursue growth opportunities and execute on strategic initiatives.
The SPP is open to all shareholders recorded as holding EOS ordinary shares on the Company's register of
members as at 7.00pm (Sydney, Australia time) on Friday, 15 May 2026 and who have a registered address in
Australia or New Zealand (and who otherwise meet the eligibility criteria set out in the attached SPP Terms
and Conditions) (Eligible Shareholders).
All of the directors of EOS who are Eligible Shareholders have indicated that they will participate in the SPP.
Other conditions of the SPP include:
(a) Eligible Shareholders may apply for a parcel of New Shares with a dollar value of A$2,500, A$5,000,
A$7,500, A$10,000, A$15,000, A$22,500 or A$30,000, with fractional entitlements to New Shares
being rounded down to the nearest whole number of New Shares;
(b) applications, certificates (in the case of 'custodians') and full payment for New Shares subscribed for
under the SPP must be received by 5.00pm (Sydney, Australia time) on Tuesday, 9 June 2026, unless
the SPP is extended, in accordance with the instructions set out in the Application Form and the SPP
Terms and Conditions;
(c) the SPP attracts no brokerage or other transaction costs; and
(d) the SPP will initially be capped at A$25 million. However, the Board reserves the right in its absolute
discretion to accept applications from Eligible Shareholders in excess of A$25 million (in consultation
with the lead managers to the Placement) or to scale back applications, if necessary. In the event of a
scale back occurring, you may not receive the full number of New Shares applied for under the SPP
and the difference in any application monies will be refunded to you (without interest) following the
issue of New Shares under the SPP.
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Participation in the SPP is completely optional. However, an Eligible Shareholder's entitlement to participate
in the SPP is non-renounceable. This means that an Eligible Shareholder's right to participate in the SPP
cannot be transferred to anyone else.
To apply for New Shares under the SPP, Eligible Shareholders can either:
• download a copy of the full Terms and Conditions of the SPP and their personalised application form
online at https://events.miraqle.com/eos-spp; or
• contact the Offer Information Line on 1300 365 790 (within Australia) or +61 1300 365 790 (outside
Australia) from 8.30am to 5.00pm (Sydney, Australia time) Monday to Friday to request a copy of the full
Terms and Conditions of the SPP and their personalised Application Form.
The full Terms and Conditions of the SPP are available at https://events.miraqle.com/eos-spp and, if you are
eligible and wish to participate in the SPP, you should submit a BPAY® payment or electronic funds transfer
(EFT) payment, in accordance with the instructions on your personalised Application Form. If you are a
'custodian', you may be required to submit a custodian certificate to EOS in order to participate on behalf of
any beneficiaries. Please consider the SPP Terms and Conditions for further details. Your application and
payment must be received by no later than 5.00pm (Sydney, Australia time) on Tuesday, 9 June 2026, unless
the SPP is extended.
You should be aware that your own financial institution may implement earlier cut-off times with
regard to electronic payment, and you should therefore take this into consideration when making
payment. It is your responsibility to ensure that funds submitted through BPAY® or EFT are received by
5.00pm (Sydney, Australia time) on Tuesday, 9 June 2026, unless the SPP is extended.
Important information
The offer of New Shares under the SPP is made in accordance with ASIC Corporations (Share and Interest
Purchase Plans) Instrument 2019/547 issued by the Australian Securities and Investments Commission which
grants relief from the requirement in the Corporations Act 2001 (Cth) to issue a disclosure document for the
SPP.
The Board recommends that you read the attached SPP Terms and Conditions carefully and in their entirety
before you decide whether to participate in the SPP.
In particular, you should note the future market price of EOS ordinary shares is uncertain and may rise or fall.
This means the price you pay for New Shares under the SPP may be either higher or lower than the EOS
ordinary share price as traded on ASX at the time the New Shares are issued to you under the SPP, with the
effect that the value of your investment in the New Shares could rise or fall.
This letter does not provide financial advice and has been prepared without taking account of any person’s
investment objectives, financial situation or particular needs. If you are in any doubt about the course of action
you should follow, you should seek advice from your financial, taxation or other professional adviser in relation
to the SPP before participating in the SPP.
Yours sincerely
Garry Hounsell
Chairman
IMPORTANT NOTICE AND DISCLAIMER
This document has been prepared for release in Australia and may not be released to US wire services or distributed in the United States.
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any jurisdiction in
which such an offer would be illegal. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933
(U.S. Securities Act) or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in
the United States unless they have been registered under the U.S. Securities Act (which EOS 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 securities laws of any state or other jurisdiction of the United States. Shareholders resident in the United States or acting for the
account or benefit of a person in the United States are not eligible to participate in the SPP.
Page 3 of 12
Share Purchase Plan Terms and Conditions
May 2026
Part 1 – The Offer
Electro Optic Systems Holdings Limited ACN 092 708 364 (ASX: EOS) (EOS or Company) invites eligible
shareholders to apply for up to A$30,000 worth of new fully paid ordinary shares in EOS (Shares) under a
share purchase plan (SPP or Offer) at an issue price per Share of A$8.00 per Share, being the price per
Share paid by investors in the Placement (Purchase Price).
If you are eligible to purchase Shares under the SPP and you decide to participate, you must purchase a
minimum parcel of Shares with a dollar value of A$2,500 or a maximum parcel of Shares with a dollar value of
A$30,000 (Maximum) or any of the other increments set out in the application form included with these SPP
Terms and Conditions (Application Form), namely parcels of Shares having a dollar value of A$2,500,
A$5,000, A$7,500, A$10,000, A$15,000, A$22,500 or A$30,000 stated in the Application Form. If your
application for Shares produces a fractional number of Shares when applied to your application, the number of
Shares you will be allocated will be rounded down to the nearest whole number of Shares. If the difference
between the application monies received and the number of Shares allocated to you multiplied by the
Purchase Price, being the amount of any difference in Purchase Price, is less than A$8.00, it will be donated
to a charity or charities nominated by EOS.
To apply for new Shares under the SPP, Eligible Shareholders can either:
• download a copy of the full Terms and Conditions of the SPP and their personalised application form
online from at https://events.miraqle.com/eos-spp; or
• contact the Offer Information Line on 1300 365 790 (within Australia) or +61 1300 365 790 (outside
Australia) from 8.30am to 5.00pm (Sydney, Australia time) Monday to Friday to request a copy of the full
Terms and Conditions of the SPP and their personalised Application Form.
The SPP will initially be capped at A$25 million. However, the Board reserves the right in its absolute
discretion to accept applications from Eligible Shareholders in excess of A$25 million (in consultation with the
lead managers to the Placement) or to scale back applications, if necessary. In the event of a scale back
occurring, you may not receive the full number of Shares applied for under the SPP and the difference in any
application monies will be refunded to you (without interest) following the issue of Shares under the SPP
(please see Section 13 of the SPP Terms and Conditions for further information).
Please carefully read these SPP Terms and Conditions relating to the Offer, as you will be bound by
them.
Key dates*
Event Date
Record Date 7.00pm (Sydney, Australia time), Friday, 15 May 2026
Offer opens 9.00am (Sydney, Australia time), Monday, 25 May 2026
Offer closes 5.00pm (Sydney, Australia time), Tuesday, 9 June 2026
Announcement of the results of the SPP Friday, 12 June 2026
Issue of Shares under the SPP Tuesday, 16 June 2026
Expected date for quotation of Shares issued
under the SPP on ASX
Wednesday, 17 June 2026
Page 4 of 12
Despatch of holding statements / confirmation
advice
Wednesday, 17 June 2026
* The timetable is indicative only and subject to change. EOS retains the discretion, subject to the listing rules of ASX and the
Corporations Act 2001 (Cth) (Corporations Act), to alter any or all of these key dates at its discretion (generally or in particular cases),
without prior notice, including extending the closing date or to withdraw the SPP without prior notice. Applicants are encouraged to
submit their Application Forms as soon as possible.
Part 2 – The terms and conditions of the Offer
1. Important notices
This document has been prepared by EOS and has been authorised for release by the Board.
The Offer of new Shares under the SPP is not a recommendation by EOS to purchase Shares.
Nothing in these SPP Terms and Conditions, the Application Form or any other accompanying
documentation constitutes investment or financial product advice or is intended to influence your
decision whether or not to participate in the SPP. The SPP documentation does not constitute a
prospectus or a product disclosure statement and does not (and nor is it required under the
Corporations Act to) contain all the information that a prospectus or a product disclosure statement is
required to contain under the Corporations Act. Rather, the Corporations Act and Australian Securities
and Investments Commission (ASIC) Corporations (Share and Interest Purchase Plans) Instrument
2019/547 (Instrument) allow an offer under share purchase plans to be made by providing certain
confirmations to the market on the basis that all information that investors and their professional
advisers would reasonably require to make an informed investment decision in relation to the SPP,
when read with these SPP Terms and Conditions and the accompanying information, is publicly
available. Accordingly, you must rely on your own knowledge of EOS, previous disclosures made by
EOS to the ASX and, if necessary, consult with your professional adviser when making your decision
whether or not, and the extent to which, you wish to apply for Shares under the SPP (taking into
account your own financial situation, needs and objectives).
This document and the accompanying materials do not constitute an offer of securities for sale in the
United States and may not, directly or indirectly, be sent or disseminated in the United States. The new
Shares to be issued under this Offer have not been and will not be registered under the U.S. Securities
Act of 1933 (U.S. Securities Act) or the securities laws of any state of the United States and may not
be offered, sold or otherwise transferred in the United States except pursuant to an exemption from the
registration requirements of the U.S. Securities Act and applicable state securities laws.
If you apply to participate in the SPP, you are accepting the risk that the market price of EOS' Shares
may change between the date on which you receive this document or send in an Application Form and
the date on which Shares are issued to you under the SPP (Issue Date). This means that it is
possible, that up to or after the Issue Date, you may be able to buy Shares at a lower price than the
price you pay under the SPP. EOS encourages you to consider seeking professional, financial and
taxation advice before participating in the SPP.
2. Opening and closing date of the Offer
The Offer opens on 9.00am (Sydney, Australia time) on Monday, 25 May 2026. The Offer closes at
5.00pm (Sydney, Australia time) on Tuesday, 9 June 2026, unless the Offer is extended, and is being
made to each Eligible Shareholder on the SPP Terms and Conditions. No late applications will be
accepted (subject to Section 13).
3. Who is an Eligible Shareholder?
You are eligible to apply for Shares in the SPP if you are a shareholder of EOS and:
Page 5 of 12
(a) your registered address as recorded in EOS' register of members is in Australia or
New Zealand;
(b) you were registered as a holder of Shares in EOS as at 7.00pm (Sydney, Australia time) on
Friday, 15 May 2026;
(c) you are not in the United States or acting for the account or benefit of a person in the United
States; and
(d) you do not hold Shares on behalf of another person who resides outside Australia or
New Zealand (unless you also hold Shares in another eligible capacity),
(an Eligible Shareholder).
EOS has determined that it is not practical for holders of Shares with addresses on the Company's
register of members in jurisdictions outside Australia and New Zealand to participate in the SPP (see
Section 22 for further information).
In applying for Shares, each Eligible Shareholder must comply with the terms of the Instrument to the
extent that it applies to them. What is required in order to comply with the Instrument is set out in the
section titled 'ASIC Instrument 2019/547' below.
The Offer to each Eligible Shareholder is made on the same terms and conditions. The Offer is non-
renounceable (i.e. you may not transfer your right to apply for Shares under the SPP to anyone else).
To the extent that an Eligible Shareholder holds Shares on behalf of another person resident outside
Australia or New Zealand, it is their responsibility to ensure that any acceptance complies with all
applicable foreign laws.
In order to comply with relevant securities laws, the Shares to be issued under this SPP may not be
offered to EOS shareholders located in the United States or to EOS shareholders who are, or who are
acting for the account or benefit of, persons in the United States.
Because of these legal restrictions, you must not send copies of the SPP Terms and Conditions or any
other material relating to the SPP to any person resident in the United States or elsewhere outside
Australia and New Zealand.
ASIC Instrument 2019/547
This invitation to apply for Shares under the SPP is made in accordance with the requirements of the
Instrument. The Instrument grants relief from the requirement to prepare a prospectus or other
disclosure document for the invitation to apply for Shares under the SPP. As set out above, in
applying for Shares, Eligible Shareholders must comply with the Instrument to the extent it applies to
them.
If you are a custodian, trustee or nominee within the definition of 'custodian' in the Instrument
(Custodian) you must do those things set out in the section titled 'Custodians, Trustees and
Nominees' below as well as make an application in accordance with these SPP Terms and Conditions,
in order to comply with the Instrument.
If you are not a Custodian, by making an application in accordance with these SPP Terms and
Conditions, you will have complied with the requirements of the Instrument.
For the purposes of the Instrument you are a 'custodian' if you are an Eligible Shareholder that:
(a) holds an Australian financial services licence covering the provision of a 'custodial or
depository service' (as defined in section 766E of the Corporations Act, disregarding
subsection (3) of that section);
(b) is exempt from the requirement to hold an Australian financial services licence covering the
provision of a custodial or depository service;
(c) holds an Australian financial services licence covering the operation of an IDPS or is a
responsible entity of an IDPS-like scheme;
Page 6 of 12
(d) is a trustee of a self-managed superannuation fund or a superannuation master trust; or
(e) is a registered holder of Shares and is noted on the register of members of EOS as holding the
Shares on account of another person.
Single holders
If you are the only registered holder of a holding of Shares, but you receive more than one Offer under
the SPP (e.g. because you have multiple registered holdings), you may only apply for one parcel of
Shares up to the Maximum.
Joint holders
If you are registered with one or more other persons as the joint holders of a holding of Shares, that
joint holding is taken to be a single registered holding for the purposes of the SPP and the
certifications, representations and warranties given by a joint holder when applying to participate in the
SPP will be taken to have been given by all joint holders. If the same joint holders receive more than
one offer under the SPP (e.g. if the joint holders have multiple joint holdings), the joint holders may
only apply for a parcel of Shares up to the Maximum.
Custodians, trustees and nominees
If you are a Custodian and hold Shares on behalf of one or more Beneficiaries (defined below) (each a
Participating Beneficiary), you may only apply for a parcel of Shares up to the Maximum for each
Participating Beneficiary. However, EOS will not allocate Shares under the SPP unless the Custodian
certifies the matters set out in paragraph 8(3) of the Instrument in a certificate (Custodian Certificate).
A Beneficiary is a person who resides in Australia or New Zealand for whom a Custodian (being an
Eligible Shareholder) held EOS Shares on behalf of the Beneficiary on the record date for the SPP and
who is not, or is not acting for the account or benefit of a person in the United States.
If you hold Shares as a trustee or nominee for another person, but are not a Custodian, you cannot
participate for beneficiaries in the manner described above. In this case, the rules for multiple single
holdings (above) apply.
Where a Custodian holds Shares jointly on behalf of two or more Participating Beneficiaries, the
Custodian:
• may participate jointly in respect of those Participating Beneficiaries up to the Maximum as if the
Custodian held Shares on behalf of a single Participating Beneficiary; and
• is taken to have been instructed to apply for Shares under the SPP on behalf of those
Participating Beneficiaries if the Custodian has received such an instruction in accordance with
the terms on which the Shares are held or where the terms on which the Shares are held do not
cover the giving of such instructions, the Custodian has received such instructions from any of
those Participating Beneficiaries.
A Custodian holding Shares for the benefit of a person in the United States may not apply for Shares
under this Offer for that person.
Custodians will receive a Custodian Certificate with these SPP Terms and Conditions. If you are a
Custodian and did not receive a Custodian Certificate or would like further information on how to apply
under the SPP, you should contact the Offer Information Line on 1300 365 790 (within Australia) or
+61 1300 365 790 (outside Australia) from 8.30am to 5.00pm (Sydney, Australia time) Monday to
Friday. Applications received from Custodians must be accompanied by a duly completed and signed
Custodian Certificate.
Custodians will not be entitled to participate in the SPP if their participation would be in breach of the
Instrument.
Page 7 of 12
4. Purchase Price
The purchase price for each Share under the Offer will be the price paid by investors in the Placement,
being A$8.00 per Share (Purchase Price).
5. Rights attaching to Shares
The Shares issued under the SPP will rank equally with all other Shares on issue in the Company
(including in respect of dividend and voting rights) with effect from their date of issue. EOS will apply
for the Shares issued under the SPP to be quoted on ASX immediately following their issue.
6. Application for Shares
If you are an Eligible Shareholder, you can only apply for Shares under this Offer by electing, and
making payment under, one of the following options:
Offer Amount
Payable
Offer A A$2,500
Offer B A$5,000
Offer C A$7,500
Offer D A$10,000
Offer E A$15,000
Offer F A$22,500
Offer G A$30,000
The number of Shares that will be allocated to Eligible Shareholders under the SPP will be based on
the Purchase Price and, if your application for Shares produces a fractional number of Shares when
applied to your application, the number of Shares you will be allocated will be rounded down to the
nearest whole number of Shares. If the difference between the application monies received and the
number of Shares allocated to you multiplied by the Purchase Price, being the amount of any
difference in Purchase Price, is less than A$8.00, it will be donated to a charity or charities nominated
by EOS.
The SPP may also be subject to the scale-back as described in Section 14 of these SPP Terms and
Conditions.
Applications may be made by:
• submitting a BPAY® payment; or
• EFT for Eligible Shareholders with an address outside Australia,
for the amount payable in respect of the number of Shares which you have applied for. Custodians
must also complete the Custodian Certificate and provide a copy of such certificate to EOS.
To apply for new Shares under the SPP, Eligible Shareholders can either:
• download a copy of the full Terms and Conditions of the SPP and their personalised application
form online at https://events.miraqle.com/eos-spp; or
• contact the Offer Information Line on 1300 365 790 (within Australia) or +61 1300 365 790
(outside Australia) from 8.30am to 5.00pm (Sydney, Australia time) Monday to Friday to request a
copy of the full Terms and Conditions of the SPP and their personalised Application Form.
Page 8 of 12
7. Participation costs
The only cost to you in relation to your participation in the Offer will be the Purchase Price payable for
the number of Shares you wish to acquire. Under the Offer, you do not have to pay for brokerage,
commission or other transaction costs.
8. Participation is optional
Participation in the SPP is entirely optional (subject to the eligibility criteria set out in these SPP Terms
and Conditions). The invitation to apply for Shares under the SPP is not a recommendation. If you are
in any doubt about the SPP, whether you should participate in the SPP or how participation will affect
you, you should consider seeking financial, taxation or other professional advice before making a
decision as to whether or not to participate in the SPP.
9. Issue of Shares
The Shares to be issued under this Offer are expected to be issued on Tuesday, 16 June 2026 or as
soon as possible after that date and EOS expects new Shares issued under the SPP to be quoted on
ASX on Wednesday, 17 June 2026. EOS expects that MUFG Corporate Markets (EOS' share
registry) will dispatch a holding statement or confirmation advice in respect of Shares allocated to you
under the SPP on Wednesday, 17 June 2026. You should confirm your holding before trading in any
Shares you believe have been allocated to you under the SPP.
10. Payment for Shares
All amounts in this Offer are expressed in Australian dollars. If you would like to participate in the SPP,
you must pay for the Shares by:
• making a payment through BPAY®; or
• EFT for Eligible Shareholders with an address outside Australia,
in accordance with the instructions on the Application Form. Payments must be in Australian dollars.
For Eligible Shareholders with an Australian bank account, you may apply for Shares under the SPP
by making a BPAY® payment on the internet by using the personalised customer reference number
shown on your Application Form which is required to identify your holding.
Eligible Shareholders with a registered address in New Zealand who do not have an Australian bank
account and who are otherwise unable to submit payment via BPay® will be able to pay by EFT. EFT
is not available to Eligible Shareholders with a registered address in Australia.
If you make a payment using BPAY® or EFT you do not need to return your Application Form, but are
taken to make the certifications, representations and warranties described in these SPP Terms and
Conditions. However, Custodians applying for Participating Beneficiaries must still complete and
return a Custodian Certificate. Please note that your financial institution may apply limits on the use of
your BPAY® or EFT and that you should make enquiries about the limits that apply in your personal
circumstances.
11. Important information on price risk to consider and other risks associated
with the Offer
The Purchase Price for each Share under the Offer will be A$8.00 per Share.
Before deciding whether or not to apply for Shares under this Offer, you should refer to the current
market price of the Shares which can be obtained from the financial pages of major metropolitan and
national newspapers, your stockbroker, or the ASX (www.asx.com.au) (ASX code: EOS). However, it
Page 9 of 12
is important to remember that the current market price of the Shares may rise or fall between the date
of this Offer and the date on which Shares are issued to you under this Offer. This means that it is
possible that, up to or after the Issue Date, you may be able to buy existing Shares at a lower price
than the Purchase Price for Shares under the SPP.
12. Effect of making an application
If you apply to participate in this Offer by submitting a BPAY® payment or EFT:
• you confirm that you are an Eligible Shareholder and eligible to participate in the Offer;
• you declare that all details and statements in your Application Form are true, complete and not
misleading;
• unless you are applying as Custodian for one or more Participating Beneficiaries, you
represent and warrant to EOS, and irrevocably and unconditionally appoint EOS as your agent
to certify in writing (or otherwise) on your behalf, that the aggregate of the application price
paid by you for:
(i) the Shares the subject of such Application Form, BPAY® payment or EFT for this SPP;
and
(ii) any other Shares applied for by you, or which you have instructed a Custodian to
acquire on your behalf, under the SPP and/or any similar arrangement operated by
EOS in the 12 months prior to your application (EOS has not conducted a similar
arrangement in the preceding 12 months),
does not exceed the Maximum;
• you agree that your application is made on the terms and conditions of the SPP set out in this
document, the Application Form and the Company's constitution;
• you accept that you will not be able to withdraw or revoke your application, BPAY® payment or
EFT once you have sent it in (or paid it, as the case may be);
• you authorise the Company (and its officers and agents) to correct any error or omission in
your Application Form and to complete the Application Form by the insertion of any missing
details;
• you acknowledge that EOS may at any time determine that your Application Form is valid, in
accordance with these SPP Terms and Conditions, even if the Application Form is incomplete,
contains errors or is otherwise defective;
• you accept the risk associated with any refund that may be sent to you by direct credit
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