Placement and Share Purchase Plan
IMPORTANT INFORMATION This presentation (“Presentation”) has been prepared by and is the sole responsibility of Dicker Data Limited (ABN 95 000 969 36 2) (“Dicker Data” or the “Company”) in connection with an institutional placement of new fully paid ordinary shares in Dicker Data (“Placement”). The Placement is fully underwritten by J.P. Morgan Securities Australia Limited (ABN 61 003 245 234) (the “Lead Manager”) This Presentation has been prepared in relation to: a placement of fully paid ordinary shares (“Shares”) in the Company (“New Shares”) to institutional investors under section 7 08A of the Corporations Act 2001 (Cth ) (“Corporations Act”) as modified by ASIC Corporations (Disregarding Technical Relief) • Instrument 2016/73 (“Placement”); and an offer of New Shares to eligible shareholders in Australia and New Zealand under a share purchase plan in accordance with ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 (“Unit Purchase Plan”). • Summar mary informati ation This Presentation has been prepared for general information purposes only, does not purport to contain all information necessary to make an investment decision, is not intended as investment or financial advice nor tax, accounting or legal advice) and it is not an offer or invitation for subscription or purchase of, or recommendation of, securities and must not be relied upon as such and does not and will not form any part of any contract or commitment for the acquisition of New Shares. It does not take into account any potential investors' personal objectives, financial situation or needs. Before investing, you should consider your own objectives, financial situation and needs or you should obtain financial, legal and/or taxation advice. This presentation contains summary information about Dicker Data and its activities and industry which is current at the date of this Presentation. It is provided for the sole purpose of providing general information and an overview of the Company, its business and industry (the “Purpose”). The historical information in this Presentation is, or is based upon, information cont ained in previous announcements made by the Company to the market. The information contained in this presentation is of a general nature. This presentation does not purport to contain all the information that a prospective investor may require in evaluating an investment in Dicker Data. To avoid any doubt, this Presentation is not a prospectus, product disclosure statement or other disclosure or offer document under the Corporations Act 2001 (Cth) (the "Corporations Act") or other offering document under any other Australian law, or any law of any other jurisdiction. Accordingly, this Presentation does not contain all the information that would be required to be included in a prospectus, product disclosure statement or other disclosure or offer document prepared in accordance with the requirements of the Corporations Act. This Presentation will not be lodged with the Australian Securities and Investments Commission. This presentation should not be used in isolation as a basis to invest in Dicker Data. It should be read in conjunction with Dicker Data’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au. Reliance should not be placed on information or opinions contained in this Presentation and, subject only to any legal obligation to do so, the Company does not have any obligation to correct or update the content of this Presentation. No liab ability To the maximum extent permitted by law, the information contained in this Presentation is given without any liability whatsoever being accepted by Dicker Data, the Lead Manager, or any of their respective related bodies corporate or their respective directors, officers, partners, employees, advisors and agents (“Relevant Parties”). The information contained in this Present ation is not financial product advice or investment advice, nor is it intended to constitute legal, tax or accounting advice. While the information in this Presentation has been prepared in good faith and with reasonable care, the Relevant Parties do not make any representations or warranties, express or implied, as to the currency, accuracy, completeness, reasonableness or thoroughness of the information contained in this presentation, whether as to the past or the future, and to the maximum extent permitted by law disclaim all responsibility and liability for the information contained in this presentation (including, without limitation, liability for negligence). This includes, without limitation, any historical financial information and any estimates and projections and other financial information derived from them (including any forward-looking statement). Before making an investment decision in connection with the Placement, recipients of this Presentation should undertake their own independent investigations, consideration and evaluation of the information contained within it having regard to their own objectives, financial situation and needs, and seek appropriate advice, including financial, legal and taxation advice appropriate to their jurisdiction. 1
IMPORTANT INFORMATION The Lead Manager, its affiliates and related entities, and its and their respective directors, employees, officers, agents and a dvisers (“J.P. Morgan Group”) who is acting as underwriter to the Company, does not accept any fiduciary obligations to or relationship with you, any investor or potential investor in connection with the Placement or otherwise. The J.P. Morgan Group have not authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and, for the avoidance of doubt, and except for references to their name, none of the J.P. Morgan Group makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them. You acknowledge and agree that determination of eligibility of investors for the purposes of the Placement and the Share Purchase Plan is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company and the J.P. Morgan Group disclaim any duty or liability (including for negligence) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law. Marke rket t and industry stry data Certain market and industry data used in connection with this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. None of the Company, its representatives or advisers have independently verified any such market or industry data provided by third parties or industry or general publications. Invest estmen ent t risk sk An investment in Shares is subject to known and unknown risks, some of which are beyond the control of the Company. The Company does not guarantee any particular rate of return or the performance of the Company, nor does it guarantee any particular tax treatment. Persons should have regard to the investor risks set out in this this Presentation. Effec ect t of roun unding ng Several figures, amounts, percentages, estimates and calculations of value in this Presentation are subject to the effect of rounding. Past perf rforma rmanc nce This presentation contains information as to past performance of Dicker Data. Such information is given for illustrative purposes only and is not – and should not be relied upon as – an indication of future performance of Dicker Data. The historical information in this presentation is, or is based upon, information contained in previous announcements made by Dicker Data to the market. These announcements are available at www.asx.com.au. Past performance of Dicker Data cannot be relied upon as an indicator of (and provides no guidance as to) the future performance of Dicker Data. No offer er to acqui uire re Dicker r Data a shar ares es The information in this presentation is not an offer or recommendation to purchase or subscribe for securities in Dicker Data, or to retain or sell any existing securities in Dicker Data that are currently held. Forw rward rd-looking ng state temen ments ts This presentation contains certain ‘forward - looking statements’, including statements regarding the financial condition, results of operations, and business of Dicker Data, market conditions, the outcome of the Placement, and the use of proceeds from the Placement. These statements relate to current expectations, beliefs, intentions or strategies regarding the future. The words “forecast”, “estimate”, “likely”, “expect”, “anticipate”, “project”, “opinion”, “would”, “should”, “could”, “will”, “may”, “tar get ”, “indicative”, “intent”, “seek”, “continue”, “plan”, “profitability”, “risk”, “believe”, “aim”, and other similar expressions are intended t o identify such forward-looking statements. 2
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