Announcement PDF 5 July 2022 Dear Shareholder Electro Optic Systems Holdings Limited – Share Purchase Plan On 29 June 2022, Electro Optic Systems Holdings Limited ACN 092 708 364 (ASX: EOS) (EOS or Company) announced to the Australian Securities Exchange (ASX) a proposed A$15 million placement of new fully paid ordinary shares in EOS (Shares) to institutional investors (Placement) at an issue price of A$1.20 per Share (Placement Price). Further details of the Placement are set out in the ASX announcement dated 29 June 2022 and released to ASX on that same date. The board of directors of EOS (Board) recognises that a number of the Company's loyal Shareholders did not have an opportunity to participate in the Placement. The Board is therefore pleased to offer Eligible Shareholders (as defined below) an opportunity to participate in EOS' share purchase plan (SPP or Offer). The SPP will give all Eligible Shareholders an opportunity to apply for up to A$30,000 worth of new Shares at A$1.20 per Share, being the Placement Price. The net capital raised under the SPP will be used by EOS for working capital and near-term capital requirements of EOS The SPP is open to all shareholders recorded as holding Shares on the Company's register of members as at 7.00pm (Sydney, Australia time) on 28, June 2022 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 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; (b) applications, certificates (in the case of 'custodians') and full payment for Shares subscribed for under the SPP must be received by 5.00pm (Sydney, Australia time) on 19, July 2022, unless the Offer is extended, in accordance with the instructions set out in the Application Form and the SPP Terms and Conditions; (c) the Offer attracts no brokerage or other transaction costs; and (d) the SPP will initially be capped at A$2 million. However, the Board reserves the right in its absolute discretion to accept applications from Eligible Shareholders in excess of A$2 million 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. 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 from the Offer website at https://eos2022spp.thereachagency.com; or • contact EOS share registry on +61 (3) 9415 4000 (outside Australia) within 1300 855 080 (within Australia) from 8.30am to 5.30pm (Sydney, Australia time) Monday to Friday to request a copy of the full Terms and Conditions of the SPP and their personalised Application Form. ME_200029467_1 The full Terms and Conditions of the SPP are available at https://www.eos-aus.com/investor-centre and, if you are eligible and wish to participate in the SPP, you should complete and return your personalised Application Form together with a cheque, bank draft or money order for the relevant amount of application monies, or submit a BPAY® 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 19, July 2022, unless the Offer 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® are received by 5.00pm (Sydney, Australia time) on 19, July 2022, unless the Offer 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 Shares is uncertain and may rise or fall. This means the price you pay for Shares under the SPP may be either higher or lower than the Share price as traded on ASX at the time the Shares are issued to you under the SPP, with the effect that the value of your investment in the 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 Peter Leahy AC 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 Shares to be offered and sold under the SPP 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, directly or indirectly, 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 are not eligible to participate in the SPP.. ME_200029467_1 2 Share Purchase Plan Terms and Conditions July 2022 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$1.20 per Share, being the price per Share paid by institutional investors under the Placement (the 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 your personalised application form (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. 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 the Offer website at https://eos2022spp.thereachagency.com; or • contact EOS share registry on +61 (3) 9415 4000 (outside Australia) within 1300 855 080 (within Australia) from 8.30am to 5.30pm (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$2 million. However, the Board reserves the right in its absolute discretion to accept applications from Eligible Shareholders in excess of A$2 million 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), Tuesday, 28 June 2022 Offer opens 9.00am (Sydney, Australia time), Wednesday, 6 July 2022 Offer closes 5.00pm (Sydney, Australia time), Tuesday, 19 July 2022 Announcement of the results of the SPP Friday, 22 July 2022 Issue of Shares under the SPP Tuesday, 26 July 2022 Expected date for quotation of Shares issued under the SPP on ASX Tuesday, 26 July 2022 Despatch of holding statements / confirmation advice Wednesday, 27 July 2022 * 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. ME_200029467_1 3 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 Wednesday, 6 July 2022. The Offer closes at 5.00pm (Sydney, Australia time) on Tuesday, 19 July 2022, 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: (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 Tuesday 28 June 2022; (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). ME_200029467_1 4 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 nonrenounceable (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; (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 ME_200029467_1 5 than one offer under the SPP (eg 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 EOS share registry on +61 (3) 9415 4000 (outside Australia) within 1300 855 080 (within Australia) from 8.30am to 5.30pm (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. 4. Purchase Price The purchase price for each Share under the Offer will be the price paid by institutional investors in the Placement, being A$1.20 per Share. 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 ME_200029467_1 Amount Payable 6 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 subject to the scale-back (if any) described in Section 14 of these SPP Terms and Conditions. Applications may be made by either: • completing your personalised Application Form and making payment by one of the methods described in paragraph 10 below; or • submitting a BPAY® payment, 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: 7. • download a copy of the full of these SPP Terms and Conditions and your personalised Application Form online from the Offer website at https://eos2022spp.thereachagency.com; or • contact EOS share registry on +61 (3) 9415 4000 (outside Australia) within 1300 855 080 (within Australia) from 8.30am to 5.30pm (Sydney, Australia time) Monday to Friday to request a copy of the these SPP Terms and Conditions and your personalised Application Form. 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, 26 July 2022 or as soon as possible after that date and EOS expects new Shares issued under the SPP to be quoted on ASX on Tuesday, 26 July 2022. EOS expects that Computershare Investor Services Pty Limited will dispatch a holding statement or confirmation advice in respect of Shares allocated to you under the SPP on Wednesday, 27 July 2022. You should confirm your holding before trading in any Shares you believe have been allocated to you under the SPP. ME_200029467_1 7 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 • providing a cheque, bank draft or money order payable to Electro Optic Systems Holdings Limited, in accordance with the instructions on your personalised 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 personalised Application Form which is required to identify your holding. If you make a payment using BPAY® you do not need to return your personalised 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® 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$1.20 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 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 completing and returning your personalised Application Form (with a cheque, bank draft or money order): • you confirm that you are an Eligible Shareholder; • 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 or BPAY® payment 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, your personalised Application Form and the Company's constitution; • you accept that you will not be able to withdraw or revoke your application or BPAY® payment once you have sent it in (or paid it, as the case may be); ME_200029467_1 8 13. • you authorise the Company (and its officers and agents) to correct any error or omission in your personalised Application Form and to complete your personalised Application Form by the insertion of any missing details; • you acknowledge that EOS may at any time determine that your personalised Application Form is valid, in accordance with these SPP Terms and Conditions, even if your personalised 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 or cheque to your address shown on the Company's register of members; • you are responsible for any dishonour fees or other costs the Company may incur in presenting a cheque for payment which is dishonoured; • you acknowledge that EOS is not liable for any exercise of its discretions referred to in these SPP Terms and Conditions; • you irrevocably and unconditionally agree to the terms and conditions set out in this document; • you are in compliance with all relevant laws and regulations (including, without limitation, section 1043A of the Corporations Act and laws and regulations designed to restrict terrorism financing and/or money laundering); • you acknowledge that the market price of the Shares may rise or fall between the date the SPP opens and the Issue Date and that the price you pay per Share under the SPP may exceed the market price of the Shares at the time the Shares are issued to you under the SPP; • you acknowledge that the Shares to be issued under the SPP have not, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdictions in the United States and accordingly, the Shares may not be offered, sold or otherwise transferred in the United States except in accordance with an available exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws; • you represent and warrant that you are not in the United States, and are not applying under the SPP for or on behalf of a person in the United States; • you represent and warrant that you have not sent and will not send any materials relating to the SPP to any person in the United States or elsewhere outside Australia and New Zealand; • you agree that if in the future you decide to sell or otherwise transfer the Shares you will only do so in "regular way" transactions on ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, in the United States; and • if you are acting as a nominee or custodian, each beneficial holder on whose behalf you are making an application is re