THE LOW COST F L E X I B L E L I S T I N G A LT E R N A T I V E

A L L A B O U T L I S T I N G W I T H T H E N A T I O N A L S T O C K E X C H A N G E O F A U S T R A L I A

THE WORLD’S

FIRST GLOBALMARKETSOLUTION

NSX has taken the listing of companies from a slow, expensive, rigid, difficult,frustrating and unhelpful process to one that is relatively quick, low cost, flexible,

responsive, clear, and thorough. In short, we have reinvented the process of listing!

NSX also offers the world’s first global listing solution. Our Global Service helpsour listed companies access the world for capital raising and trading, so you canraise capital from international investors and your stock can trade 24 hours a dayvia Europe, America and Asia.

In addition to our Global Service, we attract global companies. A significantproportion of NSX’s new listings are also non-Australian foreign companies (ordomestic holding companies of foreign assets).

Since 2000 NSX has grown to become Australia’s second largest listing stockexchange. NSX has over 20 participating brokers able to trade listed securitiesand a network of over 30 Nominated Adviser firms helping support companiesthroughout the initial listing and capital raising phases, through to ongoingcompliance, secondary raising and making application to cross boarder duallistings or trading facilities.

NSX operates a regulated, fair, transparent, orderly and highly efficient marketplace.Being listed on a regulated stock exchange enhances a company’s corporategovernance and disclosure, providing investors with an increased level of confidence.

NSX represents a true alternative for companies from all over the world lookingfor a revolutionary global listing service.

T H E N AT I O N A L S T O C K E X C H A N G E O F A U S T R A L I A2

suits growthand innovative companies from all over the world...

A G LOBA L CO S T- E F F E C T I V EL I S T I NG S E R V I C E

TA B L E O F C O N T E N T S

DISCLAIMER: Information provided is foreducational purposes and does notconstitute financial product advice. Youshould obtain independent advice from anAustralian financial services licensee beforemaking any financial decisions. AlthoughNational Stock Exchange of AustraliaLimited (“NSX”) has made every effort toensure the accuracy of the information asat the date of publication, NSX does notgive any warranty or representation as tothe accuracy, reliability or completeness ofthe information. To the extent permitted bylaw, NSX and its employees, officers andcontractors shall not be liable for any lossor damage arising in any way (including byway of negligence) from or in connectionwith any information provided or omittedor from any one acting or refraining to actin reliance on this information.

© Copyright 2016 National Stock Exchangeof Australia Limited ABN 11 000 902 063.All rights reserved 2016

www.nsx.com.au

A GLOBAL COST-EFFECTIVE LISTING SERVICE 2

TABLE OF CONTENTS 3

ABOUT NSX 4

WHY JOIN A PUBLIC MARKET? 5

WHY LIST ON NSX? 6

THE LISTING PROCESS – STEPS TO LISTING 10

FREQUENTLY ASKED QUESTIONS 11

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The National Stock Exchange (NSX) dates back to 1937 when itwas known as the Stock Exchange of Newcastle. The NSX was re-launched in February 2000 and has since grown to becomeAustralia’s second largest listing stock exchange.

NSX offers companies a wide and flexible range of listing optionscovering all market sectors.

An NSX listing is specifically attractive to companies looking for:

A SUPPORTIVE FIRST-STEP TRANSITION FROM PRIVATE TOPUBLIC

ACCESS TO GLOBAL MARKETS FOR CAPITAL AND TRADING

A FLEXIBLE, QUICK, AND SIMPLE SOLUTION; AND

A LOW COST SOLUTION

A B O U T N S X

T H E N AT I O N A L S T O C K E X C H A N G E O F A U S T R A L I A4

AIR CHANGEINTERNATIONAL LIMITED

Air Change International(NSX: AC1) is a leader in heatand energy recoverytechnology. It was formerlylisted on ASX but did notmeet ASX’s higher thresholdsfor shareholder numbers. Itjoined NSX at the start of2016 where it benefits from amore straight-forward set oflisting rules and lower listingfees.

CASE STUDY

RAISING CAPITAL GROWTH

NSX has helped hundreds of companiesfrom Australia, Asia and elsewhere to listthat have raised capital in excess of $2.5billion for growth and innovation since2000.

FLEXIBLE SOLUTIONS

NSX does not have a one-size-fits-alllisting model and prohibitive coststructure. We offer flexible solutions andbelieve listed companies should belistened to and respected.

EXPERT GUIDANCE

NSX helps companies throughout thelisting process with everything fromadvice on the listing rules, introductions,compliance obligations and marketingthrough to problem solving and uniquetailored solutions.

THE COMPLETE PACKAGE

NSX is also able list and trade debt andmanaged investment scheme securities.

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T H E N AT I O N A L S T O C K E X C H A N G E O F A U S T R A L I A6

Joining a public listing market, likethe NSX, is usually seen as a wayto grow and enhance a business.

WH Y J O I N A P U B L I CM A R K E T ?

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A public stock exchange offers listingcompanies and security issuers manybenefits including:

1. Access to capital - raise finance onadmission or via further capital raisingsfor organic growth, acquisition orcombination of the two. It also allows acompany to access and raise capital inthe future. For major expansions, beinga listed public company improves accessto capital as many investor channels aresimply unavailable to companies nottrading on an exchange.

2. Wider investor base – increase thenumber and range of retail andinstitutional investors

3. Secondary trading – encouragesinvestment, provides a market valuationand allows existing investors to easily exitand new investors to access yourcompany

4. Improved valuation – providesstature, price transparency and anindependent valuation of a company.

5 Acquisition currency – the issuance ofshares provides an alternative method ofShare incentives – makes share-basedincentive schemes for management andemployees more attractive to retain andattract key personnel

6. Higher public profile – receive greatermedia coverage, analysts reports andgeneral public profile and reputation

7. Improved customer & supplier status– demonstrates financial stability tocustomers and suppliers

8. Exit strategy – provides anopportunity for founders and investors torealise some or all their investment

Becoming listed on a public market is alogical step in the evolution of manybusinesses, but should be taken onlyafter proper consideration of theadvantages and disadvantages of listing.Most successful private companies see apublic listing as the natural course tocontinued growth and success. NSXprovides a platform to help companiesreach this next stage in theirdevelopment.

T H E N AT I O N A L S T O C K E X C H A N G E O F A U S T R A L I A8

NSX offers a distinct set of advantages over other listing markets. An NSX listing is specifically attractive to companies looking for:

A supportive first-step transition from private to public

Access to global markets for capital and trading

Providing a platform for future growth

Enhancing investor confidence through disclosure

A flexible, quick, and simple solution; and

A lower cost solution.

In addition to the above advantages NSX also has:

State of the art trading systems

Industry standard security settlement processes

Investor confidence & corporate governance regime

WH Y L I S T O N N S X ?

A SUPPORTIVE FIRST-STEPTRANSITION FROM PRIVATE TO PUBLIC

The transition from being a privatecompany to a publicly traded company isnot only a daunting journey, but also along and complex one. However, NSX isuniquely positioned to make thistransition as easy as possible because:

NSX IS CUSTOMER FOCUSED

NSX staff pride themselves on beingprofessional and approachable expertswho are keen to help you every step ofthe way. If your company meets ourlisting criteria, we aim, to have youcomplete your listing procedure asquickly, smoothly and cost effectively aspossible. Once you are listed, we aim tomanage your listing presence in aprofessional and cost effective manner.

We help companies throughout thelisting process with everything fromadvice and introductions through toproblem solving and unique tailoredsolutions.

NSX HAS AN EXTENSIVE ADVISERCOMMUNITY

Listing can be complex, expensive andtime consuming, especially if mistakesare made. NSX’s Nominated Advisersplay the key adviser role supportingcompanies throughout the listingprocess and thereafter. NSX currentlyhas over 30 qualified NominatedAdvisers geographically spreadthroughout Australia and internationally.

NSX has fostered a group of NominatedAdvisers who are extremelyknowledgeable and cover a broad rangeof industries, specialties andgeographies, such as mining and energy,succession planning, specialistconsulting, technology, mutual and co-operative organisations, foreigncompanies and cross border listings.Therefore NSX can introduce theCompany to one or more selectedNominated Advisers who understandyour industry, structure or country andhave first hand experience listing acompany like yours.

ACCESS TO GLOBAL MARKETS FORCAPITAL AND TRADING

Did you know that it’s possible to list onthe NSX (for Asia) and Frankfurt (forEurope) and quoted on the OTC Markets(for the US) for less than just listing on atier one market?

All exchanges are happy to welcomeyour company as a secondary listing ontheir market, but none will help you getyour company listed onto foreignmarkets. NSX understands that businessis global and finance is global, and soshould your listing.

We understand the benefit to you ofhaving your company quoted in multiplemarkets that cover multiple time zonesand different investors.

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T H E N AT I O N A L S T O C K E X C H A N G E O F A U S T R A L I A1 0

Being listed in multiple markets gives acompany access to global investors,more trading time (Australia plus Europefor example) and easier investor accessto securities as they can now invest andtrade:

• In their own time zone

• Via their own local broker

• In their local currency

• Under their local regulations

NSX listed companies are also quoted onFrankfurt Stock Exchange, Oslo Access,and OTC Pink and OTCQX. NSX willintroduce you to Nominated Advisersthat are experienced in overseas listings.NSX will assist any company that wants toexpand their footprint globally.

AN INEXPENSIVE SOLUTION

VALUE FOR MONEY

NSX’s fee structure is designed to offercompanies real value for money. Ourfees are the lowest in Australia and willsave companies money at every stage ofthe listing process and while remaininglisted with NSX.

NSX’s listing fees can be 50% cheaperthan our major competitor. NSX providesreal time data completely free to dataproviders, issuer websites and brokers,so investors can get the latest NSX priceson your company free.

STRAIGHTFORWARD RULES

Our straightforward Listing Rules andannual compliance procedures lead to significant legal, accounting andmanagement time savings.

NSX’s Rules are not only clear but are alsoprinciple-based, which dramaticallyreduces the work required to becomeand stay listed.

A FLEXIBLE, QUICK, AND SIMPLESOLUTION

NSX’s range of simple listing options,shorter Rules and flexible listing criteria,means that NSX can list a company morequickly and with a better solution thanany other listing markets. NSX has beenable to list companies just 15 days afterreceiving their application.

LISTING OPTIONS

NSX currently offers companies the choiceof two main listing routes, so companiescan choose the most appropriate solutionto ensure the fastest, simplest and lowest cost listing. In order of complexity,these are:

Compliance - No Capital Raising:1. Compliance with an informationmemorandum or prospectus as yourdisclosure document

Offering - Capital Raising Route:2. Prospectus, as required by theCorporations Act

BENEFITS TO LISTING IN AUSTRALIA

Any company considering listing mustdecide whether listing in Australia oroverseas represents the best option.

FLEXIBLE LISTING CRITERIA

NSX’s listing criteria is designed toespecially appeal to innovative, growthstyle early stage growth companies.Difficult listing criteria mean that listing is usually only an option far later in acompany’s life cycle, often after severalprivate fund raisings that havesignificantly diluted founder holdings.

NSX’s flexible listing criteria makes listingof early stage growth companies a viablealternative to private funding.

The table below compares NSX’s keylisting criteria.

NSX offers the option of supporting bothan Australian listing and an overseaslisting or quotation for maximum timezone and investor support.

There are many reasons why Australiaoffers the best possible place to hostyour company listing. These include:

• Strategic geographic location

• Strong and stable economy

• Growing destination for foreign investment

• Stable, efficient and effective regulatory environment

• Self-managed superannuation and strong financial services sector

STATE OF THE ART TRADING SYSTEMS

NSX’s trading market is run on NASDAQstate of the art x-Stream system, which is used by many of the largest marketsaround the world. Trading occurs on astrict time/price priority basis andsettlement occurs securely via Deliveryversus Payment (DvP) in CHESS on aglobal standard t+2 basis.

INVESTOR CONFIDENCE AND CORPORATE GOVERNANCE

NSX markets are regulated by theAustralian Securities and InvestmentCommission (ASIC) and our listedcompanies are required to adhere tocontinuous disclosure obligations. Wealso provide companies with a frameworkfor compliance and corporate governance.

ADMISSIONCRITERIA

Number ofShareholders

Minimum 50investors @ $2,000AND 25% held byunrelated parties

CompanySize

2 year adequatetrack recordORissue underwrittenby an underwriterANDA$500,0000minimum marketcapitalisation

MinimumMarket Price

No minimumlisting price

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T H E N AT I O N A L S T O C K E X C H A N G E O F A U S T R A L I A1 2

Once you have decided to list on NSX, the time it takes tolist depends on many factors including which of the threelisting routes you choose, how quickly you complete yourlisting documentation and how quickly you receive yourfunds (if you are capital raising).

A great deal of preparation can be completed prior toeven beginning the listing process, which will speed thelisting process, such as regular and timely financialreporting and controls, retaining appropriate managementexpertise to operate a public company and the creation ofeffective corporate governance controls.

T H E L I S T I N G P R O C E S S –S T E P S T O L I S T I N G

Edtrin Group Limited

Edtrin Group (NSX:ETG) is a global specialist educationplatform provider with operations in Melbourne, Singaporeand the United Kingdom. It listed on NSX in December 2014.

Edtrin Group raised capital offshore as part of the listingprocess and was able to use an information memorandum asits listing document.

NSX will become its gateway for its global ambitions.

CASE STUDY

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Talk to NSX and we can provide you with information so thatyou can choose the appropriate listing option, answer yourinitial questions, provide you with the application documents,connect you with suitable Advisors and Brokers that can helpyou and possible share registry.

A Nominated Advisor assists with the NSX admissionprocedure and documentation, advises you on NSX Rules andyour ongoing compliance obligations once listed

With the help of your Advisor you must carry out due diligenceand prepare your application for NSX and submission of yourprospectus to ASIC (if applicable).

NSX can reserve your CHESS code for you at this stage.

Within 7 days of lodging your prospectus with ASIC (ifapplicable), you must submit your application to NSX.

After your prospectus has been lodged with ASIC and theexposure period has concluded or your InformationMemorandum is completed, your offer period can commenceand you can raise capital from your investors.

The NSX Listing Committee considers and approves yourlisting application.

After completing your capital raising (if applicable) and theListing Committee has approved your application, the officialquotation of your company’s securities can commence onNSX for market trading.

Once listed on NSX you can seek dual listing or quotation onforeign markets which recognise your NSX listing.

STEP 1Talk to NSX

STEP 2Appoint NominatedAdviser

STEP 3Prepare and SubmitApplication Forms

STEP 4Raise capital (if applicable)

STEP 5Receive approvalfrom NSX

STEP 6List on NSX

STEP 7Dual List on foreignexchanges (if applicable)

To be listed on the NSX the Company mustmeet the minimum listing criteria whichincludes (but not limited to) 50 shareholdersand a market capitalisation of $500,000.

The total cost of listing on NSX depends onthe listing route you take and the size of thelisting, amongst other variables. Total costsinclude listing fees, legal advice, capitalraising document preparation costs (ifapplicable), expert report costs, audit costsand due diligence costs.

The total cost of listing can be fairly low for acompliance listing, while a more complexprospectus listing typically cost between 5%and 10% of the funds raised.

NSX may place restrictions, known as escrowprovisions, on directors, employees andmajor shareholders on an IPO so they cannotdispose of the profit component of theirshareholding for a certain period after listing.

T H E N AT I O N A L S T O C K E X C H A N G E O F A U S T R A L I A

HOW LARGE DOES MY COMPANYNEED TO MIGRATE TO THE NSX?

WHAT ARE THE TOTAL COSTS OFLISTING?

I AM A PRE-IPO INVESTOR. ARE THERE ANY RESTRICTIONS ONSELLING MY SHARES AFTER LISTING?

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F R E Q U E N T LY A S K E DQ U E S T I O N S

NSX recommends that Companyrepresentatives approach NSX at the start ofthe migration process. NSX is happy toanswer questions, provide crucial intro-ductions and generally help avoid costlymistakes.

Yes. However, Company representativesfamiliar with continuous disclosure obligationscan elect to have two members of its seniormanagement or Board act as the NominatedAdviser.

Yes. NSX welcomes dual listings (or quotations)whether you are listed on another exchangeand want to list on NSX as well, or you arelisted (or thinking of listing) on NSX and wantto be listed on another overseas market aswell. We are happy to discuss your plans andhelp with contacts to expedite the process.

AT WHAT STAGE SHOULD IAPPROACH NSX?

DO I NEED TO HAVE A NOMINATEDADVISOR TO MIGRATE TO NSX?

CAN I DUAL LIST ON NSX?

Yes. We understand the advantages oftrading your company on multiple marketsfrom around the world. Doing so gives youincreased trading time zones coverage andaccess to multiple investor bases.

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CAN I LIST ON NSX AND BE QUOTEDON A FOREIGN MARKET AT THESAME TIME?

Yes. We understand the advantages oftrading your company on multiple marketsfrom around the world. Doing so gives youincreased trading time zones coverage andaccess to multiple investor bases.

CAN I LIST ON NSX AND BE QUOTEDON A FOREIGN MARKET AT THESAME TIME?

Nanopac Innovation Limited

Nanopac Innovation(NSX : NNO) is an offshorenanotechnology company thatlisted on NSX in July 2014. Itused NSX as a convenient firststep from private to public andsince listing has leveraged offNSX’s global status to dual listin Europe on the FrankfurtStock Exchange.

CASE STUDY

Sugar Terminals Limited

Sugar Terminals Limited (NSX:SUG) came to NSX with unusualrequirements. Whilst they wanted an arm’s length, regulated,transparent and accessible market for the trading of their Gclass shares, they needed to preserve their ownershipstructure. They needed an exchange that could develop amarket process to ensure the integrity of their specificownership requirements.

NSX offered Sugar Terminals a unique closed market solution.Market procedures were established to allow only qualifiedbuyers and sellers to trade Sugar Terminals shares and specialdispensation was granted recognising Sugar Terminals’constitutional provisions.

This closed market solution was subsequently adopted byRicegrowers Limited (Sunrice) and Australian United Retailers(Foodworks) for their NSX listings.

CASE STUDY

T H E N AT I O N A L S T O C K E X C H A N G E O F A U S T R A L I A1 6

If the Company is considering migrating its

listing to NSX then NSX would welcome the

opportunity of discussing the proposed

plans, listing options and NSX as the solution.

For further information please go towww.nsx.com.au or email listing@nsx.com.au to request a meeting.

WH AT A R E T H EN E X T S T E P S ?

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THE NATIONAL STOCK EXCHANGE OF AUSTRALIA

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www.nsx .com.au