For personal use only

Level 23, Rialto South Tower

525 Collins Street

Melbourne VIC 3000 Australia

GPO Box 375 Melbourne VIC 3001

T +61 3 8080 3500

F +61 3 8080 3599

Our ref

ARB:5089846

3 June 2022

Market Announcements Office

Lodged via ASX Online

ASX Limited

Exchange Centre

20 Bridge Street

SYDNEY NSW 2000

Dear ASX Limited

Off-market takeover bid by V B S Exchange Pty Limited for Altamin Limited (ASX: AZI)

Commencement of sending Bidder's Statement

We refer to the Replacement Bidder's Statement (Bidder's Statement) lodged with the ASX on 20 May 2022 by V B S Exchange Pty Limited (VBS Exchange).

As required by section 633(1C) of the Corporations Act 2001 (Cth) (Act) (as inserted by ASIC Class Order [CO 13/521]), we confirm that VBS Exchange has today commenced sending the Bidder's Statement to the holders of ordinary shares in of Altamin Limited (Altamin) and attach a copy of the Bidder's Statement being sent to the holders of ordinary shares in Altamin Limited (Altamin).

The Bidder's Statement includes all additional information required by section 633(1B) of the Act (as inserted by ASIC Class Order [CO 13/521]).

Yours sincerely

Adam Brooks

Emma Cook

Partner

Partner

T

+61

3 9641 8904

T

+61

7 3338 7557

M

+61

417 556 994

M

+61

466 632 057

E

abrooks@tglaw.com.au

E

ecook@tglaw.com.au

Legal/78727157_2

For personal use only

Bidder's Statement

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION.

IF YOU ARE IN ANY DOUBT AS TO HOW TO ACT, YOU SHOULD CONSULT YOUR FINANCIAL OR LEGAL ADVISER AS SOON AS POSSIBLE.

ACCEPT the Unconditional (other than in respect of a 'prescribed occurrences' condition)

Cash Offer by:

V B S Exchange Pty Limited ACN 109 106 201

a proprietary company limited by shares incorporated in Australia

to purchase all of your ordinary shares in

Altamin Limited ACN 078 510 988

for each Share you will receive A$0.095 cash

The Offer is dated 3 June 2022 and will close at 7.00pm (Sydney time) on 4 July 2022, unless extended or withdrawn. This Bidder's Statement was lodged with ASIC on 20 May 2022.

Please call 1300 101 297 (within Australia) or +61 2 9068 1929 (from outside Australia) (VBS Exchange Offer Information Line) if you require assistance.

Financial Advisor

Legal Advisor

For personal use only

Page i

Contents

Important information..........................................................................................................

1

Key dates..............................................................................................................................

3

Director's Letter ...................................................................................................................

4

1

Summary of the Offer ...............................................................................................

6

2

How to accept the Offer ...........................................................................................

9

3

Why you should accept the Offer..........................................................................

11

4

Offer terms ..............................................................................................................

13

5

Information about the Bidder and the Victor Smorgon Group ............................

21

6

Information about Altamin .....................................................................................

23

7

Bidder's intention ...................................................................................................

27

8

Sources of Consideration ......................................................................................

30

9

Australian Tax Considerations ..............................................................................

31

10

Other Material Information.....................................................................................

34

11

Definitions and Interpretation................................................................................

36

12

Approval of Bidder's Statement ............................................................................

40

Corporate Directory ...........................................................................................................

41

Bidder's Statement

Page 1

Important information

For personal use only

Replacement Bidder's Statement

This Bidder's Statement is a replacement Bidder's Statement given by V B S Exchange Pty Limited ACN 109 106 201 (VBS Exchange or Bidder), to Altamin Limited ACN 078 510 988 (Altamin) under Part 6.5 of the Corporations Act (as modified by ASIC Class Order [CO13/528]) and relates to the Offer.

Important Information

This Bidder's Statement is dated 20 May 2022, and replaces the original Bidder's Statement lodged with ASIC on 3 May 2022 (Original Bidder's Statement). References in this Bidder's Statement to 'the date of this Bidder's Statement' (or similar) should be read as references to 20 May 2022.

This Bidder's Statement includes an Offer dated 3 June 2022 on the terms set out in section 4.

Unless otherwise specified, in this document VBS Exchange is referred to as "the Bidder" and Altamin is referred to as "Altamin".

You should read this Bidder's Statement in its entirety.

Australian Securities and Investments Commission

A copy of the Original Bidder's Statement was lodged with ASIC on 3 May 2022. A copy of this Bidder's Statement was lodged with ASIC on 20 May 2022. Neither ASIC nor any of its officers takes any responsibility for the contents of this Bidder's Statement.

Forward-looking statements

You are cautioned not to place undue reliance on any forward-looking statements.

Forward-looking statements may generally be identified by the use of forward-looking verbs such as "aim", "anticipate", "believe", "estimate", "expect", "foresee", "intend", or "plan", by words denoting uncertainty such as "likely", "may", "potential" or "should", or by derived or similar words. Similarly, statements that describe the expectations, objectives, plans or targets of Altamin or the Bidder may be forward-looking statements.

The assumptions and expectations on which forward-looking statements are based are subject to a number of risks and uncertainties that could cause the actual outcomes, and the actual performance or results, to be materially different from the outcomes, or the performance or results, expressed in, or implied by, such statements. These risks and uncertainties include, among other things, general economic conditions, changes in law, regulation or government policy, the impact of increased competition and certain other operational and financial risks and uncertainties associated with

carrying on business in the industries in which Altamin and the Bidder operate.

All forward-looking statements should be read in light of such risks and uncertainties.

None of the Bidder, any of its directors, officers or advisers, or any other person named in this Bidder's Statement with their consent or involved in the preparation of this Bidder's Statement, makes any express or implied warranty or representation as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement except to the extent required by law.

Notice to Altamin's foreign Shareholders

This Bidder's Statement and the Offer are subject to Australian disclosure requirements which may be different from those applicable in other jurisdictions. This Bidder's Statement and Offer do not in any way constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Bidder's Statement may, in some countries, be restricted by laws or regulation. Accordingly, persons who come into possession of this Bidder's Statement should inform themselves of, and observe, such restrictions.

Effect of rounding

Several figures, amounts, percentages, prices, estimates, and calculations of value and fractions in this Bidder's Statement are subject to rounding. The actual calculation of these figures, amounts, percentages, prices, estimates, value measures, and fractions may differ from those set out in this Bidder's Statement. Any discrepancies between totals in tables or financial statements or calculations, graphs or charts are due to rounding.

Disclaimer as to Altamin Information

The information on Altamin, the Shares, and Altamin's business contained in this Bidder's Statement has been prepared by the Bidder using publicly available information and should not be considered comprehensive.

Information in this Bidder's Statement concerning Altamin, the Shares and Altamin's business has not been independently verified by the Bidder. Accordingly, none of the Bidder, any of its directors, officers or advisers, or any other person named in this Bidder's Statement, or with their consent or involved in the preparation of this Bidder's Statement, makes any express or implied warranty or representation as to the accuracy or completeness of such information.

Further information relating to Altamin's business may be included in the Target's Statement to be

Bidder's Statement

For personal use only

supplied to Shareholders in response to this Bidder's Statement.

Privacy

Personal information relating to your shareholding in Altamin will be collected by the Bidder from Altamin in accordance with its rights under the Corporations Act. The Corporations Act requires the name and address of shareholders to be held in a public register. Without this information, the Bidder would be hindered in its ability to carry out the Offer.

The Bidder and its share registry may disclose your personal information to their related bodies corporate (and, in the case of the Bidder, its Related Entities) and external service providers. They may be required to disclose such information to regulators, such as ASIC. Generally, you have the right to access the personal information which the Bidder and its Related Entities and external service providers hold about you. You can contact the VBS Exchange Offer Information Line if you have any queries about the privacy practices of the Bidder.

Websites

References in this Bidder's Statement to Altamin's website (https://www.altamin.com.au) are for your reference only.

Information contained in or otherwise accessible from that website is not part of this Bidder's Statement. All references in this Bidder's Statement to that website are inactive textual references to these sites and are for your information only.

Page 2

Investment advice

This Bidder's Statement does not take into account your investment objectives, financial situation or particular needs. You may wish to seek independent financial and taxation advice before deciding whether or not to accept the Offer.

You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this Bidder's Statement, you should obtain independent professional advice.

Updated information

Information contained in this Bidder's Statement is subject to change from time to time. Please refer to any ASX Announcements regarding the Offer.

Defined terms

A number of defined terms are used in this Bidder's Statement. These terms are explained in section 11 along with certain rules of interpretation which apply to this Bidder's Statement.

Enquiries and VBS Exchange Offer Information Line

If you have any questions in relation to the Offer, please call the VBS Exchange Offer Information Line on the following numbers:

Within Australia: 1300 101 297

Outside Australia: +61 2 9068 1929

Bidder's Statement

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Disclaimer

Altamin Ltd. published this content on 03 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 June 2022 06:51:01 UTC.