TERMS AND CONDITIONS

1. The sale of any Sale Shares from the Seller to an Applicant shall be governed by these terms and conditions.

2. An Applicant agrees by making an Application that he/she agrees to, and is bound by these terms and conditions.

3. By completing an Application, the Applicant is making an offer to the Seller to purchase Shares from the Seller for the Sale Price.

4. The Seller will not consider any Application that is not valid. In order for an Application to be valid the Application must:

4.1 specify the number of Shares the Applicant wishes to purchase which must:

4.1.1 be a minimum of 200 Shares - limited offer 1-31 September, 2021;

4.1.2 not exceed 2,310,000, being the maximum number of Shares being offered for sale by the Sellers;

4.2 include a fully completed Application Form;

4.3 include a Share Transfer Form signed by the Applicant with only the details of the Applicant inserted in the ‘transferee’ panel of the Share Transfer Form;

4.4 include payment in full for the Shares the subject of the Application into the Holding Account.

5. Once an Application is made, it cannot be withdrawn by the Applicant.

6. The Seller may reject or refuse any Application (whether such Application is valid or not) in the Seller’s absolute discretion.

7. Without derogating clause 6, the Seller will refuse any Application, if accepting such Application will cause the Seller to be in breach of the Constitution or the Corporations Act in any way.

8. The Applicant will be notified in writing if his/her Application has been rejected or refused by the Seller and in those circumstances the Purchase Moneys will be returned to the Applicant within 7 days of such notification.

9. The Seller may accept an Application in whole or in part.

10. If an Application is accepted either in whole or in part, the Applicant will be bound to purchase the Sale Shares subject always to these terms and conditions.

11. In the event that an Application has only been accepted in part, the surplus amount of the Purchase Moneys will be returned to the Applicant within 7 days of the Seller accepting the Application in part.

12. The Applicant authorises the Seller (and/or MVL, as the case may be) to complete the Share Transfer Form by inserting:

12.1 the name and address of the relevant Seller;

12.2 the number of Sale Shares;

12.3 the total consideration payable;

12.4 the date of the transfer; and

12.5 such other information as may be necessary to complete the Share Transfer Form.

13. Any sale of the Sale Shares between Seller and the Applicant is expressly subject to the MVL Board registering the transfer of the Sale Shares on MVL’s register.

14. In the event that the MVL Board lawfully and validly refuses to register a transfer of Shares between the Seller and the Applicant, the Purchase Moneys shall be returned to the Applicant.

15. Upon the registration of the transfer of the Sale Shares by the MVL Board:

15.1 the Seller shall become fully legally and beneficially entitled to the Purchase Moneys; and

15.2 the Applicant irrevocably and unconditionally authorises the Purchase Moneys to be released from the Holding Account to the Seller without set off, deduction or counterclaim; and

15.3 the Purchase Moneys shall be transferred to a bank account nominated by the Seller without further notice to the Applicant.

16. The Applicant agrees to do all things and execute such further documents as may be necessary to lawfully transfer Shares from the Seller to the Applicant as may be reasonably required by the Seller.

17. The Seller makes no warranty or representation to the Applicant in relation to MVL or the Shares except that the Seller is the legal owner of the Shares and that they are fully paid.

18. Without limiting clause 17 in any way:

18.1 the Seller specifically does not make any warranty or representation as to the Buyer as to the:

18.1.1 past financial performance of MVL;

18.1.2 future financial performance of MVL.

18.2 the Applicant is relying on its own investigations and due diligence and not any warranty or representation made by the Seller whether on the Website or otherwise.

19. Any notice to be sent by the Seller to an Applicant pursuant to these terms and conditions shall be sent to the contact details specified by the Applicant in the Application Form.

20. In these terms and conditions and the Website generally, the following terms have the

following meaning:

20.1 Applicant means the person or entity named as the ‘applicant’ in the Application Form.

20.2 Application Form means an application for the purchase of Shares in the form approved by the Seller and contained on the Website.

20.3 Constitution means the constitution of MVL.

20.4 Holding Account means the bank account nominated by the Seller for the deposit of the Purchase Moneys until a sale of Sale Shares is completed and registered.

20.5 MVL means Melbourne Victory Limited ACN 111 441 868.

20.6 MVL Board means the board of directors of MVL.

20.7 Purchase Moneys means the purchase moneys required to purchase those Shares specified in the Application which shall be calculated as the number of Shares specified in an Application multiplied by the Sale Price.

20.8 Sale Price means the sum of $2.20 per Share.

20.9 Sale Shares means those Shares that the Seller agrees to sell to the Applicant pursuant to these terms and conditions

20.10 Seller means:

20.10.1 Select Market & Financial Services Pty Ltd ABN 40 829 765 797;

20.10.2 TTSM Pty Ltd ABN 90 734 816 616;

20.10.3 Tambourineman Pty Ltd ACN 147 885 863;

20.10.4 Kathryn Michelle Lea,

or any one or more of them as the context may require.

20.11 Shares means the ordinary shares in MVL held by the Seller or as the context may require, any portion thereof.

20.12 Share Transfer Form means a share transfer form in the form approved by the Seller and contained on the Website.

20.13 Website means www.melbournevictoryltdsharesale.com.au and/or any other such website utilised by the Sellers for the purpose of selling the Shares.