Oneview Healthcare : SPP Booklet

For personal use only

Unifying the care experience

Oneview Healthcare PLC

IRISH COMPANY REGISTRATION (513842)

ARBN 610 611 768

Security Purchase Plan Booklet

You should read this SPP Offer Booklet in full.

This is an important document offering Eligible Securityholders the opportunity to apply to purchase up to $30,000 worth of new CDIs without paying brokerage or transaction costs. Details of the SPP offer and how to participate are set out in this Booklet. Applications for new CDIs under the SPP must be received by 5.00pm Sydney time on Tuesday, 14 December 2021. If you are unsure what to do, please contact your professional adviser.

This SPP Offer Booklet is not for release to US wire services or distribution in the United States or, except with the consent of Oneview, elsewhere outside of Australia, New Zealand and Ireland.

L342569458.5

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Key Events and Dates*

For personal use only

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

This SPP Offer Booklet has not been registered, filed with or approved by any New Zealand regulatory authority. 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.

Ireland

This SPP Offer Booklet has not been, and will not be, registered with or approved by any securities regulator in Ireland or elsewhere in the European Union. Accordingly, this SPP Offer Booklet may not be made available, nor may the New CDIs be offered for sale, in Ireland except in circumstances that do not require a prospectus under Article 1(4) of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the EU Prospectus Regulation).

In accordance with Article 1(4) of the EU Prospectus Regulation, an offer of New CDIs in Ireland is limited:

• to persons who are "qualified investors" (as defined in Article 2(e) of the EU Prospectus Regulation);
• to fewer than 150 natural or legal persons in Ireland (other than qualified investors); or
• in any other circumstance falling within Article 1(4) of the EU Prospectus Regulation.

This SPP Offer Booklet has been prepared in compliance with Australian law. It is not a prospectus for the purposes of the EU Prospectus Regulations and it has not been submitted to, reviewed or approved by the Central Bank of Ireland or any other European regulatory authority.

Advice warning

The information in this SPP Offer Booklet is given in good faith and derived from sources believed to be accurate at this date but no warranty of accuracy or reliability is given and no responsibility arising in any other way, including by reason of negligence for errors or omission herein is accepted by Oneview or its officers.

This SPP Offer Booklet does not provide financial advice and is not a securities recommendation 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. Securityholders should seek independent financial and taxation advice before making any investment decision in relation to these matters.

If you are resident in Ireland, you are recommended to consult immediately your independent professional adviser who is authorised or exempted pursuant to the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) of Ireland or the Investment Intermediaries Act 1995 (as amended) of Ireland.

In this SPP Offer Booklet, $ refers to Australian dollars.

For personal use only

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Letter from the Chairman

24 November 2021

Dear Securityholder

On Monday, 15 November 2021, Oneview Healthcare PLC (Oneview) announced that it had successfully conducted a placement to raise $20 million via an institutional placement, representing 74,074,074 million new CDIs to be issued over two tranches:

• a placement of 65,019,787 new CDIs to raise approximately $17.5 million to be issued on or about 22 November 2021; and
• a placement of 9,054,287 new CDIs to raise approximately $2.5 million, subject to Securityholder approval.

Oneview also announced that it would undertake a security purchase plan (SPP or SPP Offer) to raise up to approximately $3 million. The SPP is not underwritten and Oneview reserves the right to increase the size of the SPP or Scale-back applications under the SPP at its sole discretion. The SPP is subject to Securityholder approval or satisfaction of certain conditions as described further in clause 9 and the notice of meeting sent to Securityholders on or about the date of this document in respect of the extraordinary general meeting proposed to be held on Friday, 17 December 2021.

The net proceeds of the capital raising are intended to be used to:

• extend Oneview's first-mover advantage as a best-in-class cloud based healthcare solution through expansion of sales and marketing capabilities and delivery of new product enhancements;
• fund DevOps investment to deliver operational efficiency and expand scalability of Cloud Enterprise,
• fund working capital requirements, in particular up-front payments for proven OEM hardware for fulfilling new contract requirements, and for possible entry to new markets; and
• provide additional balance sheet flexibility to facilitate growth.

On behalf of the Board, I am pleased to offer you the opportunity to participate in the SPP.

The SPP Offer provides you with the ability to acquire New CDIs for a total subscription value of up to $30,000, the maximum amount permitted for this type of offer. The SPP offers eligible CDI holders who were not able to participate in the Placement an opportunity to reduce dilutionary impacts of the Placement.

The issue price per New CDI under the SPP will be $0.27, being the same price paid by investors under the Placement.

No brokerage, commissions or other transaction costs will be payable in respect of the application for, and issue of, New CDIs under the SPP Offer.

The SPP Offer

The SPP Offer aims to raise up to approximately $3 million. The Board may decide to accept applications (in whole or in part) that result in the SPP Offer raising more or less than $3 million in its absolute sole discretion. If the total value of applications received is greater than $3 million, Oneview may Scale-back the number of New CDIs that will be issued under this SPP Offer. In the event that a Scale-back is applied, Oneview intends that the Scale-back policy applied would take into account the size of your application and/or the number of CDIs you held on the Record Date, being 7.00pm (Sydney time) on Friday, 12 November 2021.

You may be allocated fewer New CDIs than the number for which you apply, in which case you will receive a corresponding refund of your application money without interest.

The SPP Offer provides Eligible Securityholders with an opportunity to apply to buy a parcel of New CDIs in Oneview valued at $1,000, $2,500, $5,000, $7,500, $10,000, $12,500, $15,000, $20,000, $25,000 or $30,000 at the issue price described above. The SPP Offer is not underwritten.

The SPP Offer is offered to all Eligible Securityholders, being registered holders on the Record Date with a

Michael Kaminski

Chairman

Oneview Healthcare PLC