Becoming a substantial holder
Released
Released
Announcement PDF
603 page1/2 15July 2018
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company/registered
scheme/notified foreign
passport fund name
ACN/ARSN/APFRN
NFPFRN (if applicable)
1. Details of substantial holder (1)
Name
ACN/ARSN/APFRN (if applicable)
NFPFRN (if applicable)
The holder became a substantial holder on / /
2. Details of voting power
The total number of votes attached to all the voting shares or interests in the company, scheme or fund that the substantial holder
or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial
holder became a substantial holder are as follows:
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
5. Consideration
The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the
substantial holder became a substantial holder is as follows:
Class of securities (4) Number of securities Person's votes (5) Voting power (6)
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Holder of relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder (8)
Class and
number of
securities
Holder of relevant
interest
Date of acquisition Consideration (9) Class and
number of
securities
Cash Non-cash
4DS Memory Limited
ACN 145 590 110
4DS Memory Limited
ACN 145 590 110
N/A
9 10 2026
Fully paid ordinary shares 500,000,000 500,000,000 18.01%
4DS Memory Limited
250,000,000 fully paid ordinary
shares
4DS Memory Limited
250,000,000 fully paid ordinary
shares
4DS Memory Limited
Jaspal Singh Sarai ATF the 1079
Family Trust
N/A
250,000,000
ordinary shares
4DS Memory Limited
Preetee Sarai ATF the 1079
Family Trust
N/A
250,000,000
ordinary shares
4DS Memory Limited 9 October 2026 Nil
250,000,000
ordinary shares
4DS Memory Limited 9 October 2026 Nil
250,000,000
ordinary shares
Power to control disposal (holding lock) under
Voluntary Restriction Deed. See Annexure A
Power to control disposal (holding lock) under
Voluntary Restriction Deed. See Annexure B
Nil
Nil
603 page2/2 15July 2018
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
7. Addresses
The addresses of persons named in this form are as follows:
Signature
print name capacity
signhere date / /
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (eg. A corporation and its related corporations, or
the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group
of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each
group, with the names and addresses of members is clearly set out in paragraph 7of the form.
(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4) The voting shares of a company constitute one class unless divided into separate classes.
(5) The total number of votes attached to all the voting shares or interests in the company, scheme or fund (if any) that the person or
an associate has a relevant interest in.
(6) The person's votes divided by the total votes in the body corporate, scheme or fund multiplied by 100.
(7) Include details of:
(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy
of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of
any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme
or arrangement; and
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or
disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the
qualification applies).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write
"unknown".
(9) Details of the consideration must include any and all benefits, money and otherwise, that any person from whom a relevant interest was
acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional
on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate
in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
Name and ACN/ARSN/APFRN (if
applicable) and NFPFRN (if
applicable)
Nature of association
Name Address
Not applicable No associate of the substantial holder is named in paragraph 3.
4DS Memory Limited Level 2, 50 Kings Park Road, West Perth WA 6005
Jaspal Singh Sarai ATF the 1079 Family Trust
and Preetee Sarai ATF the 1079 Family Trust Unit 3802, 1 Almeida Crescent, South Yarra VIC 3141
Peter Webse Company secretary
9 10 2026
4DS MEMORY LIMITED ACN 145 590 110 Annexure A - page 1 of 11
ANNEXURE A
This is annexure A of 11 pages referred to in form 603 (Notice of initial substantial holder)
given by 4DS Memory Limited ACN 145 590 110.
Voluntary Restriction Deed between 4DS Memory Limited and
Jaspal Singh Sarai ATF the 1079 Family Trust.
True copy of the executed deed.
Signature: ______________________________ Print name: ______________________
Capacity: Director / Company secretary Date: ____ / ____ / 2026
5380-05/8895587_1 1
THE PERSON NAMED IN ITEM 1 OF THE SCHEDULE
(COMPANY)
AND
THE PERSON NAMED IN ITEM 2 OF THE SCHEDULE
(HOLDER)
VOLUNTARY RESTRICTION DEED
4DS MEMORY LIMITED ACN 145 590 110 Annexure A - page 2 of 11
5380-05/8895587_1 1
THIS DEED is made on
B E TW E E N
THE PERSON NAMED IN ITEM 1 OF THE SCHEDULE (COMPANY);
AND
THE PERSON NAMED IN ITEM 2 OF THE SCHEDULE (HOLDER);
R E CI TA L S
A. The Company has agreed to issue the Voluntary Escrow Shares subject to Completion
occurring pursuant to the Agreement.
B. The Holder agrees to escrow the Voluntary Escrow Shares for the Escrow Period pursuant
to the terms of this deed.
IT IS AGREED as follows:
1. DEFINED TERMS AND INTERPRETATION
1.1 Definitions
The following definitions apply in this deed.
Affiliate means any Related Body Corporate.
Agreement means the heads of agreement entered into between the Company, Jenesys
Pty Ltd, Jaspal Singh Sarai <The1079Family Trust> and PreeteeSarai <The1079 Family Trust>
on 30 August 2026 in respect of the acquisition of the issued capital of Jenesys Pty Ltd.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the
context requires.
ASX Listing Rules means the listing rules of ASX.
ASX Settlement Operating Rules means the settlement operating rules of ASX Settlement
Pty Ltd (ACN 008 504 532).
Business Day means a day (other than a Saturday, Sunday or public holiday) on which
banks are open for general banking business in Perth, Western Australia.
Completion has the meaning given to that term under the Agreement.
Corporations Act means Corporations Act 2001 (Cth).
Dealing means to directly or indirectly:
(a) sell, assign, transfer or otherwise Dispose of any legal, beneficial or economic
interest in such Voluntary Escrow Share;
(b) encumber or grant a security interest over such Voluntary Escrow Share or any
legal, beneficial or economic interest in that Voluntary Escrow Share;
(c) grant or exercise an option in respect of such Voluntary Escrow Share;
(d) do, or omit to do, any act if the act or omission would have the effect of
transferring, whether directly or indirectly, effectiveownership orcontrolof, or any
legal, beneficial or economic interest in, such Voluntary Escrow Share; or
(e) agree to do any of those things,
and Deal has a corresponding meaning.
Dispose has the meaning given in the ASX Listing Rules.
Escrow Period means the period for which the Voluntary Escrow Shares are escrowed as
set out in Item 3 of the Schedule.
4DS MEMORY LIMITED ACN 145 590 110 Annexure A - page 3 of 11
5380-05/8895587_1 2
GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax)
Act 1999 (Cth).
Holding Lock has the meaning given to that term in section 2 of the ASX Settlement
Operating Rules.
Issuer Sponsored Subregister has the meaning given to that term in section 2 of the ASX
Settlement Operating Rules.
Professional Trustee means a holder of an Australian Financial Services License which
authorises the trustee to provide custodian or trustee services.
Related Body Corporate has the meaning given to that term in the Corporations Act.
Share means a fully paid ordinary share in the capital of the Company.
Takeover Bid has the meaning given in the Corporations Act and includes a proportional
takeover bid.
Voluntary Escrow Shares means:
(a) in relation to a Holder, the Shares specified in Item 4 of the Schedule; and
(b) any securities attaching to or arising out of those Shares.
1.2 Interpretation
In this deed:
(a) headings are for convenience only and do not affect its interpretation;
(b) no provision of this deed will be construed adversely to a party because that
party was responsible for the preparation of this deed or that provision;
(c) specifying anything after the words “include” or “for example” or similar
expressions does not limit what else is included;
and, unless the context otherwise requires:
(d) an agreement on the part of two or more persons binds them severally and
jointly;
(e) the expression person includes an individual, the estate of an individual, a
corporation, an authority, an association or joint venture (whether incorporated
or unincorporated), a partnership and a trust;
(f) a reference to any party includes that party’s executors, administrators,
successors and permitted assigns, including any person taking by way of
novation;
(g) a reference to a body, other than a party to this deed whether statutory or not:
(i) which ceases to exist; or
(ii) whose powers or functions are transferred to another body,
is a reference to the body which replaces it or substantially succeed its powers or
functions;
(h) a reference to any document(including thisdeed) is to thatdocumentas varied,
novated, ratified or replaced from time to time;
(i) a reference to any statute or to any statutory provision includes any statutory
modification or re-enactment of it or any statutory provision substituted for it, and
all ordinances, by-laws, regulations, rules and statutory instruments (however
described) issued under it;
(j) words importing the singular include the plural (and vice versa) and words
indicating a gender include every other gender;
4DS MEMORY LIMITED ACN 145 590 110 Annexure A - page 4 of 11
5380-05/8895587_1 3
(k) references to parties, clauses, schedules, exhibits or annexures are references to
parties, clauses, schedules, exhibits and annexures to or of this deed and a
reference to this deed includes any schedule, exhibit or annexure to this deed;
(l) where a word or phrase is given a defined meaning, any other part of speech or
grammatical form of that word or phrase has a corresponding meaning;
(m) a reference to time is to Western Standard Time as observed in Perth, Western
Australia;
(n) if a period of time is specified and dates from a given day or the day of an event,
it is to be calculated exclusive of that day;
(o) a reference to a day is to be interpreted as the period of time commencing at
midnight and ending 24 hours later;
(p) if an act prescribed under this deed to be done by a party on or by a given day
is done after 5:00 pm on that day, it is taken to be done on the next day;
(q) where an action is required to be undertaken on a day that is not a Business Day
it shall be undertaken on the next Business Day; and
(r) a reference to $ or dollar is to the lawful currency of the Commonwealth of
Australia.
1.3 Compliance with ASX Listing Rules
During the Escrow Period, and for so long as the Company is listed on the ASX:
(a) notwithstanding anything contained in this deed, if the ASX Listing Rules prohibit
an act being done, that act must not be done;
(b) nothing contained in this deed prevents an act being done that the ASX Listing
Rules require to be done;
(c) if the ASX Listing Rules require an act to be done or not to be done, authority is
given for that act to be done or not to be done (as the case may be);
(d) if the ASX Listing Rules require this deed to contain a provision and it does not
contain such a provision, this deed is deemed to contain that provision;
(e) if the ASX Listing Rules require this deed not to contain a provision and it contains
such a provision, this deed is deemed not to contain that provision; and
(f) if any provision of this deed is or becomes inconsistent with the ASX Listing Rules,
this deed is deemed not to contain that provision to the extent of the
inconsistency.
2. CONDITION PRECEDENT
The respective rights and obligations of the parties under this deed are conditional upon
Completion occurring.
3. ESCROW RESTRICTIONS
3.1 Voluntary Escrow Shares
Subject to clause 5, during the Escrow Period, the Holder must not Deal in the Voluntary
Escrow Shares.
4. HOLDING LOCK
4.1 Agreement to Holding Lock
Subject to clause 4.2, the Holder agrees to the application of a Holding Lock to the
Voluntary Escrow Shares,and agrees to takeall necessary steps to ensure that its Voluntary
Escrow Shares are registered and held for the Holder on the Issuer Sponsored Sub-register
whilst any restrictions under clause 3 apply to those Voluntary Escrow Shares.
4DS MEMORY LIMITED ACN 145 590 110 Annexure A - page 5 of 11
5380-05/8895587_1 4
4.2 Application of Holding Lock
The Company will apply a Holding Lock to the Voluntary Escrow Shares upon Completion
and may only remove the Holding Lock with respect to the Voluntary Escrow Shares if
permitted under clause 4.3.
4.3 Removal of Holding Lock
(a) Upon request by the Holder, the Company must promptly remove the Holding
Lock with respect to the Voluntary Escrow Shares to the extent necessary to
facilitate a Dealing that is permitted under clause 5.
(b) The Company must remove the Holding Lock with respect to the Voluntary
Escrow Shares on the Business Day after the end of the relevant Escrow Period.
(c) The Company must notify ASX that the Voluntary Escrow Shares will be released
from the Holding Lock in accordance with the timing requirements set out in ASX
Listing Rule 3.10A.
5. EXCEPTIONS
5.1 Permitted Dealing
(a) During the Escrow Period, the Holder may Deal in any of its Voluntary Escrow
Shares if the Dealing arises solely as a result of:
(i) the acceptance a bona fide third party offer under a Takeover Bid in
relation to those Voluntary Escrow Shares, provided that the holders of
at least half of the Shares that are not subject to any voluntary escrow
deed, and to which the offers under the bid relate, have accepted the
bid; or
(ii) the transfer or cancellation of the Voluntary Escrow Shares in the
Company as part of a scheme of arrangement under Part 5.1 of the
Corporations Act, provided that the scheme of arrangement has
received all necessary approvals, including all such necessary court
and shareholder approvals, provided,
in each case, that if for any reason any or all Voluntary Escrow Shares are not
transferred or cancelled in accordance with such a Takeover Bid or scheme of
arrangement (including because the Takeover Bid does not become
unconditional), then the Holder agrees that the restrictions applying to the
Voluntary Escrow Shares under this deed will continue to apply and without
limiting the foregoing, the Holding Lock will be reapplied to all Voluntary Escrow
Shares not so transferred or cancelled.
(b) During the Escrow Period, the Holder may Deal in any of its Voluntary Escrow
Shares to the extent the Dealing is required by applicablelaw (includingan order
ofa courtofcompetent jurisdiction), provided thatany recipientoftheVoluntary
Escrow Shares will no longer be bound by any Holding Lock or restrictions on
Dealing.
(c) Notwithstanding any condition to the contrary in this deed, during the Escrow
Period, the Holder may Deal in any of its Voluntary Escrow Shares upon the death
or incapacity of the Holder. In respect of the transferee, the Board may elect to
waive any Holding Lock or restrictions on Dealing in respect of the Voluntary
Escrow Shares.
5.2 Notice
If the Holder becomes aware:
(a) that a Dealing in any Voluntary Escrow Shares has occurred, or is likely to occur,
during the Escrow Period; or
(b) of any matter which is likely to give rise to a Dealing in any Voluntary Escrow
Shares during the Escrow Period,
4DS MEMORY LIMITED ACN 145 590 110 Annexure A - page 6 of 11
5380-05/8895587_1 5
it must notify the Company as soon as practicable after becoming aware of the Dealing
or the matters giving rise to the Dealing, providing full details.
6. PERMITTED DEALINGS WITH THE VOLUNTARY ESCROW SHARES
Except as expressly provided for in clause 3, nothing in this deed restricts the Holder from
dealing with the Voluntary Escrow Shares or exercising rights attaching to, or afforded to
the holder of, the Voluntary Escrow Shares, including (without limitation) by:
(a) exercising any voting rights attaching to Voluntary Escrow Shares;
(b) receiving or being entitled to any dividend, return of capital or other distribution
attaching to Voluntary Escrow Shares; or
(c) receiving or participating in any rights or bonus issue in connection with the
Voluntary Escrow Shares.
7. CONSEQUENCES OF BREACH
If the Holder breaches this deed, each of the following applies:
(a) the Company may takeany steps thatitconsiders necessary to enforcethis deed
and/or rectify the breach; and
(b) the Company may refuseto acknowledge,deal with,acceptor register any sale,
assignment, transfer or conversion of any of the Voluntary Escrow Shares. This is in
addition and without prejudice to other rights and remedies of the Company.
8. AMENDMENT
This deed can only be amended or replaced by another deed executed by the parties.
9. TERMINATION
This deed terminates automatically when the Holding Lock is released in full in respect of
all Voluntary Escrow Shares.
10. CAPACITY
If the Holder has entered into this deed as a trustee:
(a) notwithstanding any other provision of this deed including any provision
expressed to prevail over this clause 10 and subject to clause 10(c), the Holder
enters into this deed only in its capacity as trustee of the relevant trust and in no
other capacity. A liability arising under or in connection with this deed can be
enforced againstthe Holder only to theextent which it can be satisfied outof the
property of the relevant trust for which the Holder is actually indemnified for the
liability. The Holder will exercise its rights of indemnification in order to satisfy its
obligations under this deed;
(b) subject to clause 10(c), a party to this deed may not sue the Holder in any
capacity other than as trustee in respect of the relevant trust, including seeking
the appointment to the Holder of a receiver (except in relation to property of the
relevant trust), a liquidator, administrator or any similar person; and
(c) the provisions of this clause 10 will not apply to any obligation or liability of the
Holder to the extent that it is not satisfied because under the relevant trust deed
or by operation of law, there is a reduction in the extent to which the Holder is
entitled to exercise its right of indemnification out of the assets of the relevant
trust, or the right does not exist at all, as a result of the Holder’s fraud, negligence,
improper performance of duties or breach of trust.
11. NOTICES
11.1 Notices in writing
Each notice authorised or required to be given to a party shall be in legible writing and in
English addressed to the party’s address set out in clause 11.2 (or such other address
nominated in accordance with clause 11.3).
4DS MEMORY LIMITED ACN 145 590 110 Annexure A - page 7 of 11
5380-05/8895587_1 6
11.2 Initial address of parties
The initial address of the parties shall be as set out in the Schedule.
11.3 Change of Address
Each party may from time to time change its address by giving notice pursuant to
clause 11.1 to the other parties.
11.4 Receipt of notice
Any notice given pursuant to this deed will be conclusively deemed to have been
received:
(a) in the case of personal delivery, on the actual day of delivery;
(b) if sent by mail, two Business Days from and including the day of posting; or
(c) if sent by email:
(i) when the sender receives an automated message confirming delivery;
or
(ii) 30 minutes after the time sent (as recorded on the device from which
the sender sent the email) unless the sender receives an automated
message that the email has not been delivered,
whichever happens first, but if the delivery or receipt is on a day which is not a Business
Day or is after 5:00pm (addressee's time), it is deemed to be received at 9:00 am on the
following Business Day.
12. GENERAL
12.1 Governing law
This deed is governed by the laws of Western Australia.
12.2 Choice of jurisdiction
Each party irrevocable and unconditionally submits to the non-exclusive jurisdiction of the
courts of Western Australia including, for the avoidance of doubt, the Federal Court of
Australia sitting in Western Australia.
12.3 Further assurances
Except as expressly provided in this deed, each party must, atits own expense, do all things
reasonably necessary to give full effect to this deed and the matters contemplated by it.
12.4 Entire agreement
This deed constitutes the entire understanding of the parties with respect to the subject
matter and replaces all other agreements (whether written or oral) between the parties
with respect to its subject matter.
12.5 Counterparts
This deed may be executed in any number of counterparts and signatures on behalf of a
party may be on different counterparts. Electronic signatures are taken to be valid and
binding to the same extent as original signatures.
12.6 Time of essence
Time is of the essence to this deed.
12.7 Waiver
(a) No waiver of a right or remedy under this deed is effective unless it is in writing
and signed by the party granting it. It is only effective in the specific instance and
for the specific purpose for which it is granted.
(b) A single or partial exercise of a right or remedy under this deed does not prevent
a further exercise of that or of any other right or remedy.
4DS MEMORY LIMITED ACN 145 590 110 Annexure A - page 8 of 11
5380-05/8895587_1 7
(c) Failure to exercise or delay in exercising a right or remedy under this deed does
not operate as a waiver or prevent further exercise of that or any other right or
remedy.
12.8 Severability
Any term of this deed which is wholly or partially void or unenforceable is severed to the
extent that it is void or unenforceable. The validity or enforceability of the remainder of this
deed is not affected.
4DS MEMORY LIMITED ACN 145 590 110 Annexure A - page 9 of 11
5380-05/8895587_1 8
S CH E DUL E
Item 1 Company
4DS Memory Limited (ACN 145 590 110) of Level 2, 50 Kings Park Road, West Perth WA 6005
with email address [email protected] to the attention of Peter Webse.
Item 2 Holder(s)
ofJaspal Singh SaraiATFThe1079 Family TrustofUnit 3802, 1 Almeida Crescent, South Yarra
VIC 3141 with email address of [email protected] to the attention of Jaspal Sarai.
Item 3 Escrow Period
In respect of:
(a) 50% of the Voluntary Escrow Shares, the period commencing on Completion and
ending at 5:00 pm (WST) on the date that is 6 months from Completion; and
(b) 50% of the Voluntary Escrow Shares, the period commencing on Completion and
ending at 5:00 pm (WST) on the date that is 12 months from Completion.
Item 4 Particulars of Voluntary Escrow Shares
250,000,000 of Shares issued to the Holder on Completion.
4DS MEMORY LIMITED ACN 145 590 110 Annexure A - page 10 of 11
5380-05/8895587_1 9
EXECUTED by the parties as a deed.
EXECUTED by 4DS MEMORY LIMITED ACN 145
590 110 in accordance with section 127 of the
Corporations Act 2001 (Cth):
)
)
)
Signature of director Signature of company secretary
Name of director Name of company secretary
SIGNED, SEALED AND DELIVERED by JASPAL
SINGH SARAI ATF THE 1079 FAMILY TRUST in
the presence of:
)
)
Signature of witness Signature
Name of witness
4DS MEMORY LIMITED ACN 145 590 110 Annexure A - page 11 of 11
4DS MEMORY LIMITED ACN 145 590 110 Annexure B - page 1 of 11
ANNEXURE B
This is annexure B of 11 pages referred to in form 603 (Notice of initial substantial holder)
given by 4DS Memory Limited ACN 145 590 110.
Voluntary Restriction Deed between 4DS Memory Limited and
Preetee Sarai ATF the 1079 Family Trust.
True copy of the executed deed.
Signature: ______________________________ Print name: ______________________
Capacity: Director / Company secretary Date: ____ / ____ / 2026
5380-05/8895587_1 1
THE PERSON NAMED IN ITEM 1 OF THE SCHEDULE
(COMPANY)
AND
THE PERSON NAMED IN ITEM 2 OF THE SCHEDULE
(HOLDER)
VOLUNTARY RESTRICTION DEED
4DS MEMORY LIMITED ACN 145 590 110 Annexure B - page 2 of 11
5380-05/8895587_1 1
THIS DEED is made on
B E T W E E N
THE PERSON NAMED IN ITEM 1 OF THE SCHEDULE (COMPANY);
AND
THE PERSON NAMED IN ITEM 2 OF THE SCHEDULE (HOLDER);
R E C I T AL S
A. The Company has agreed to issue the Voluntary Escrow Shares subject to Completion
occurring pursuant to the Agreement.
B. The Holder agrees to escrow the Voluntary Escrow Shares for the Escrow Period pursuant
to the terms of this deed.
IT IS AGREED as follows:
1. DEFINED TERMS AND INTERPRETATION
1.1 Definitions
The following definitions apply in this deed.
Affiliate means any Related Body Corporate.
Agreement means the heads of agreement entered into between the Company, Jenesys
Pty Ltd, Jaspal Singh Sarai <The 1079 Family Trust> and Preetee Sarai <The 1079 Family Trust>
on 30 August 2026 in respect of the acquisition of the issued capital of Jenesys Pty Ltd.
ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the
context requires.
ASX Listing Rules means the listing rules of ASX.
ASX Settlement Operating Rules means the settlement operating rules of ASX Settlement
Pty Ltd (ACN 008 504 532).
Business Day means a day (other than a Saturday, Sunday or public holiday) on which
banks are open for general banking business in Perth, Western Australia.
Completion has the meaning given to that term under the Agreement.
Corporations Act means Corporations Act 2001 (Cth).
Dealing means to directly or indirectly:
(a) sell, assign, transfer or otherwise Dispose of any legal, beneficial or economic
interest in such Voluntary Escrow Share;
(b) encumber or grant a security interest over such Voluntary Escrow Share or any
legal, beneficial or economic interest in that Voluntary Escrow Share;
(c) grant or exercise an option in respect of such Voluntary Escrow Share;
(d) do, or omit to do, any act if the act or omission would have the effect of
transferring, whether directly or indirectly, effective ownership or control of, or any
legal, beneficial or economic interest in, such Voluntary Escrow Share; or
(e) agree to do any of those things,
and Deal has a corresponding meaning.
Dispose has the meaning given in the ASX Listing Rules.
Escrow Period means the period for which the Voluntary Escrow Shares are escrowed as
set out in Item 3 of the Schedule.
4DS MEMORY LIMITED ACN 145 590 110 Annexure B - page 3 of 11
5380-05/8895587_1 2
GST Law has the meaning given to it in the A New Tax System (Goods and Services Tax)
Act 1999 (Cth).
Holding Lock has the meaning given to that term in section 2 of the ASX Settlement
Operating Rules.
Issuer Sponsored Subregister has the meaning given to that term in section 2 of the ASX
Settlement Operating Rules.
Professional Trustee means a holder of an Australian Financial Services License which
authorises the trustee to provide custodian or trustee services.
Related Body Corporate has the meaning given to that term in the Corporations Act.
Share means a fully paid ordinary share in the capital of the Company.
Takeover Bid has the meaning given in the Corporations Act and includes a proportional
takeover bid.
Voluntary Escrow Shares means:
(a) in relation to a Holder, the Shares specified in Item 4 of the Schedule; and
(b) any securities attaching to or arising out of those Shares.
1.2 Interpretation
In this deed:
(a) headings are for convenience only and do not affect its interpretation;
(b) no provision of this deed will be construed adversely to a party because that
party was responsible for the preparation of this deed or that provision;
(c) specifying anything after the words “include” or “for example” or similar
expressions does not limit what else is included;
and, unless the context otherwise requires:
(d) an agreement on the part of two or more persons binds them severally and
jointly;
(e) the expression person includes an individual, the estate of an individual, a
corporation, an authority, an association or joint venture (whether incorporated
or unincorporated), a partnership and a trust;
(f) a reference to any party includes that party’s executors, administrators,
successors and permitted assigns, including any person taking by way of
novation;
(g) a reference to a b
Share your feedback
Discover