AVADA Group Limited

1 AVADA Group Limited | ProsPectusFor an offer of 32,542,609 shares in AVADA Group Limited ACN 648 988 783 at $ per shareASX: AVDLead Manager and UnderwriterLegal AdvisersMcCullough Robertson LawyersGeneralThis prospectus is dated 9 November 2021. A copy of this prospectus was lodged with ASIC on that date. Neither ASIC nor ASX takes any responsibility for the contents of this prospectus or the merits of the investment to which this prospectus relates. No Shares will be allotted or transferred on the basis of this prospectus after the expiry date. This prospectus expires on 9 December person is authorised to give any information or make representations about the Offer, which is not contained in this prospectus . information or representations not contained in this prospectus must not be relied on as authorised by the Company, or any other person, in connection with the prospectus provides information for investors to decide if they wish to invest in AVADA .

2 Read this document in its entirety. Examine the assumptions underlying the financial forecasts and the risk factors that could affect the financial performance of AVADA . Consider these factors carefully in light of your personal financial circumstances. Seek professional advice from your accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest. The Offer does not take into account the investment objectives, financial situation or needs of particular offer restrictionsThis prospectus does not constitute an offer in any place outside Australia where, or to any person to whom, it would not be lawful to make such offer. No action has been taken to register or qualify the New Shares or the Offer, or to otherwise permit a public offer of the New Shares, in any jurisdiction outside Australia.

3 The distribution of this prospectus outside Australia may be restricted by law and persons who come into possession of this prospectus should observe any such restrictions. Any failure to comply with such restrictions could constitute a violation of applicable securities laws. See section for more details on the selling restrictions that apply to the Offer outside ZealandThis Offer to New Zealand investors is a regulated offer made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act 2001 (Cth) and regulations made under that Act. In New Zealand, this is subpart 6 of Part 9 of the financial Markets Conduct Act 2013 and Part 9 of the financial Markets Conduct Regulations Offer and the content of this prospectus are principally governed by Australian rather than New Zealand law.

4 In the main, the Corporations Act 2001 (Cth) and the regulations made under that Act set out how the Offer must be are differences in how financial products are regulated under Australian law. For example, the disclosure of fees for managed investment schemes is different under the Australian rights, remedies, and compensation arrangements available to New Zealand investors in Australian financial products may differ from the rights, remedies, and compensation arrangements for New Zealand financial the Australian and New Zealand financial markets regulators have enforcement responsibilities in relation to this Offer. If you need to make a complaint about this Offer, please contact the financial Markets Authority, New Zealand ( ). The Australian and New Zealand regulators will work together to settle your taxation treatment of Australian financial products is not the same as for New Zealand financial you are uncertain about whether this investment is appropriate for you, you should seek the advice of a financial advice Offer may involve a currency exchange risk.

5 The currency for the financial products is not New Zealand dollars. The value of the financial products will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be you expect the financial products to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand the financial products are able to be traded on a financial product market and you wish to trade the financial products through that market, you will have to make arrangements for a participant in that market to sell the financial products on your behalf. If the financial product market does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the financial products and trading may differ from financial product markets that operate in New termsSome terms used in this prospectus are defined in the Glossary.

6 Unless otherwise stated or implied, references to times in this prospectus are to the time in Brisbane, Australia. Unless otherwise stated or implied, references to dates or years are financial year prospectusThis prospectus is available electronically at The Application Form attached to the electronic version of this prospectus must be used within Australia. Electronic versions of this prospectus should be downloaded and read in their entirety. Obtain a paper copy of the prospectus (free of charge) by telephoning 1800 262 299 (within Australia) and +61 1800 262 299 (outside Australia). Applications for Shares may only be made on the Application Form attached to this prospectus or in its paper copy form downloaded in its entirety from AVADA reserves the right not to accept an Application Form from a person if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the electronic prospectus and any relevant supplementary or replacement prospectus or any of those documents were incomplete or periodUnder the Corporations Act, AVADA must not process Application Forms during the seven day period after the date of lodgement of this prospectus with ASIC.

7 This period may be extended by ASIC for up to a further seven days. This exposure period enables the prospectus to be examined by market participants. Application Forms received during the exposure period will not be processed until after the expiry of that period. No preference will be given to Application Forms received during the exposure cooling off rightsCooling off rights do not apply to an investment in New Shares offered under this prospectus . This means that, in most circumstances, you cannot withdraw your Application once it has been NOTICESS tatements of Past PerformanceThis prospectus includes information regarding the past performance of AVADA and the AVADA Group Businesses. Investors should be aware that past performance should not be relied upon as being indicative of future InformationSection 5 sets out in detail the financial information referred to in this prospectus and the basis of preparation of that information .

8 The Pro Forma Historical financial information has been prepared and presented in accordance with the recognition and measurement principles prescribed in the Australian Accounting Standards, except as otherwise stated. The Forecast financial information included in the prospectus is unaudited and is based on a number of assumptions, including those set out in Sections to The basis of preparation and presentation of the Forecast financial information is, to the extent applicable, consistent with the basis of preparation and presentation of the Pro Forma Historical financial Pro Forma Historical financial information and the Forecast financial information in this prospectus should be read in conjunction with, and is qualified by reference to, the information contained in Section 5.

9 All financial amounts contained in this prospectus are expressed in Australian currency, unless otherwise Special Purpose financial Statements (Aggregated Accounts) which relate to FY19, FY20 and FY21 have been audited. All financial amounts contained in this prospectus are expressed in Australian dollars and rounded to the nearest A$ million unless otherwise stated. Some numerical figures included in this prospectus have been subject to rounding adjustments. Any discrepancies between totals and sums of components in tables contained in this prospectus are due to looking statements, marketing and industry dataThis prospectus includes Forecast financial information based on an assessment of present economic and operating conditions, and on a number of specific and general assumptions set out in sections to regarding future events and actions that, as at the date of the prospectus , AVADA expects to take place.

10 This prospectus contains forward looking statements which are identified by words such as believes , considers , could , estimates , expects , intends , may , and other similar words that involve risks and uncertainties. The Forecast financial information is an example of forward looking statements. Such forward looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of forward looking statements are subject to various risk factors that could cause AVADA s actual results to differ materially from the results expressed or anticipated in these statements. Forward looking statements should be read in conjunction with, and are qualified by reference to, the risk factors as set out in Section 6, the general assumptions as set out in Section , the specific assumptions as set out in Section to and other information in this prospectus .