The following class of Financial Products has been included in Schedule 1 of the ASX Settlement Operating Rules as a FOR Financial Product effective Monday, 28 June 2021.

What do I need to do and by when?

Only “Eligible Persons” (as defined in the attachment to this Notice) are entitled to exercise “Retail Entitlements” (as that term is defined in the Retail Offer Booklet to be despatched to Eligible Persons on Friday, 2 July 2021), which are scheduled to commence trading under ASX code CGCR on Monday, 28 June 2021. Eligible Persons that purchase CGC Financial Products will need to complete a specific Appendix E – Entitlement and Acceptance Form that can be obtained from your stockbroker or by calling the Costa Group Holdings Limited Shareholder Offer Information Line on 1800 990 479 (from within Australia) or +61 1800 990 479 (from outside Australia) between 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period.

CGC reserves the right to reject any Appendix E – Entitlement and Acceptance Form that it believes comes from a person who is not an Eligible Person.

CGC Financial Products will trade generally on ASX. However, if CGC Financial Products are purchased in a transaction on ASX by a person that is not an Eligible Person (each, an "Excluded Investor"), such Excluded Investors will not be entitled to exercise those CGC Financial Products to subscribe for New Shares. Further, any "Excluded U.S. Investor", as that term is defined in the attachment to this Notice, will not be entitled to acquire, hold or trade any CGC Financial Products.

To ensure that foreign ownership restrictions can be monitored, that Excluded U.S. Investors do not acquire, hold or trade CGC Financial Products and that Excluded Investors do not exercise any right to subscribe for New Shares, ASX Settlement has agreed:

(a)       to classify CGC Financial Products as FOR Financial Products under the ASX Settlement Operating Rules and to include CGC Financial Products in Schedule 1 of the ASX Settlement Operating Rules Procedures; and

(b)       to implement certain additional procedures as contemplated in Guidance Note 13 of the ASX Settlement Operating Rules (Financial Products subject to Foreign Ownership Restrictions) in relation to CGC Financial Products.

The following conditions apply to CGC Financial Products:

Foreign Person

A “Foreign Person” is an “Excluded Investor” as that term is defined in the attachment to this Notice.

Level of Foreign Ownership

The relevant Foreign Person ownership level is zero.

This means that no Excluded Investor, as that term is defined, may exercise any right to subscribe for New Shares for any CGC Financial Products they purchase or hold. Further, no Excluded U.S. Investor, as that term is defined, may acquire, hold or trade CGC Financial Products.

CGC, as Issuer of the CGC Financial Products, has agreed to be bound by the additional obligations of an Issuer of FOR Financial Products under Rule 5.18 of the ASX Settlement Operating Rules.

CGC’s Financial Products are being offered and will be traded on the ASX market in reliance on the safe harbour provisions of Regulation S under the U.S. Securities Act of 1933, as amended. The status of FOR Financial Products under the ASX Settlement Operating Rules will be applied to CGC Financial Products.

Where a holder is currently designated as "F" or "M", that person cannot exercise any right to subscribe for New Shares for any CGC Financial Products they purchase or hold.

Where the holder is currently designated as "F", and wishes to hold CGC Financial Products, but is not an Excluded U.S. Investor, a new holder record should be established for that holder designated as "D" for the purposes of holding CGC Financial Products.

Where a holder is currently designated as "F" or "M", and is an Excluded U.S. Investor, that person cannot acquire, hold or trade any CGC Financial Products.

Participants should liaise with clients intending to purchase or hold CGC Financial Products and make all necessary enquiries to ensure that those clients who are Excluded Investors are made aware that they cannot exercise any right to subscribe for New Shares and that those clients who are Excluded U.S. Investors are made aware that they cannot acquire, hold or trade any CGC Financial Products. Failure to do so may result in client loss. Similarly, Participants may be liable for any failure to establish a new Holder Record designated as “D” or effect a change of residency indicator where it is necessary.

CGC Financial Products cannot be acquired or held by an Excluded U.S. Investor in holdings designated as "F" or "M" under any circumstances, as they may be subject to divestment action by CGC as set out under the ASX Settlement Operating Rules. Please refer to the attachment below for more information and definitions.

Need more information?

Issued by

Eldon Hernando, Equity Operations

Contact information

Eldon Hernando
1800 814 051
chesshelp@asx.com.au

Attachment - Definitions of “Eligible Person”, “Eligible New Investor”, “Eligible Retail Shareholder”, "Excluded Investor", "Excluded U.S. Investor" and United States

An "Eligible Person" is a person who, as determined by Costa Group Holdings Limited at its absolute discretion:

•           is an Eligible Retail Shareholder; or

•           is an Eligible New Investor.

An "Eligible New Investor" means any person who satisfies certain ‘institutional’ or ‘professional’ investor criteria, as determined by Costa Group Holdings Limited at its absolute discretion, is in:

•               Australia;

•               New Zealand (or is acquiring Retail Entitlements or New Shares for any person who is in New Zealand), where each relevant person (i) is an investment business within the meaning of clause 37 of Schedule 1 of the Financial Markets Conduct Act 2013 (New Zealand) (the "FMC Act"), (ii) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act, (iii) is large within the meaning of clause 39 of Schedule 1 of the FMC Act, (iv) is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act or (v) is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act (and, if an eligible investor, have provided the necessary certification);

•               Canada (or is acquiring Retail Entitlements or New Shares for any person who is in Canada), where each relevant person is an "accredited investor" as defined in National Instrument 45-106 – Prospectus and Registration Exemptions;

•               Hong Kong (or is acquiring Retail Entitlements or New Shares for any person who is in Hong Kong), where each relevant person is a "professional investor" as defined under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong;

•               Norway (or is acquiring Retail Entitlements or New Shares for any person who is in Norway), where each relevant person is a "qualified investor" as defined in Prospectus Regulation 2017/1129 Article 2(e), cf. Norwegian Securities Trading Act of 29 June 2007 no. 75 Section 7-1;

•               Singapore (or is acquiring Retail Entitlements or New Shares for any person who is in Singapore), where each relevant person: (i) is an "institutional investor" or an "accredited investor" (as such terms are defined in the Securities and Futures Act of Singapore ("SFA")) and (ii) will acquire the Retail Entitlements or New Shares in accordance with applicable provisions of the SFA;

•               Switzerland (or is acquiring Retail Entitlements or New Shares for any person who is in Switzerland), where each relevant person is a "professional client" within the meaning of article 4(3) of the Swiss Financial Services Act ("FinSA") or has validly elected to be treated as a professional client pursuant to article 5(2) of the FinSA;

•               United Arab Emirates (or is acquiring Retail Entitlements or New Shares for any person who is in United Arab Emirates), where each relevant person is a "professional client" as defined in the Conduct of Business Module, as issued by the Dubai Financial Services Authority or (excluding the Abu Dhabi Global Market and Dubai International Financial Centre)), where each relevant person acknowledges that any communication received occurred from outside the United Arab Emirates;

•               United Kingdom (or is acquiring Retail Entitlements or New Shares for any person who is in the United Kingdom), where each relevant person is: (i) a "qualified investor" within the meaning of Article 2(e) of the UK Prospectus Regulation ; and (ii) within the categories of persons referred to in Article 19(5) (investment professionals) or Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended,

•               France, Germany, Ireland, Italy, the Netherlands or Sweden (or is acquiring the Entitlements or New Shares for any person who is in France, Germany or the Netherlands), where each relevant person is a "qualified investor" (as defined in Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union);

provided that in each case, such person is not in the United States and is not acting for the account or benefit of a person in the United States.

An "Eligible Retail Shareholder" is a person who, as determined by Costa Group Holdings Limited at its absolute discretion:

•               is a registered holder of a Share as at the Record Date (being 7.00pm (Sydney time) on 28 June 2021);

•               has a registered address on the Costa Group Holdings Limited share register in Australia or New Zealand;

•               is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person holds Shares and are acting for the account or benefit of such person in the United States);

•               was not invited to participate (other than as nominee, in respect of other underlying holdings) under the institutional component of the Offer, and was not treated as an ineligible institutional shareholder under the institutional component of the Offer; and

•               is eligible under all applicable securities laws to receive an offer under the Offer,

provided that, if such a person (including a nominee or custodian) is acting for the account or benefit of a person in the United States, it may not participate in the Retail Entitlement Offer on behalf of such a person.

An "Excluded Investor" means any person who, as determined by Costa Group Holdings Limited at its absolute discretion, is not an Eligible Person, and for the avoidance of doubt includes an Excluded U.S. Investor.

An “Excluded U.S. Investor” means any person who, as determined by Costa Group Holdings Limited at its absolute discretion, is in the United States or is acting for the account or benefit of a person in the United States.

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

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