FOS CAPITAL LTD DISCLOSURECurrent Reports (8-K / ad hoc)

Placement of shares

ASX ANNOUNCEMENT 9 September 2026 FOS Capital Limited ABN: 76 637 156 275 Unit 3B, 41 Rose Street Richmond, VIC 3121 [email protected] FOS Capital Limited successfully undertakes $1.86m Placement and announces SPP FOS Capital Limited (ASX: FOS) (“FOS” or the “Company”) is pleased to announce that it has received firm commitments to raise approximately $1.86 million via a non-underwritten placement to institutional and sophisticated investors (the “Placement”). The Placement will comprise the issue of approximately 15.5 million new fully paid ordinary shares (“New Shares”) at an issue price of $0.12 per share (“Offer Price”). Directors have also committed to subscribe for New Shares raising approximately $310,000, as shown in the table below, subject to shareholder approval at the Annual General Meeting. The Placement was strongly supported by both new and existing shareholders. Director's commitment to subscribe Amount Alexander Beard 50,000 Con Scrinis 128,750 Michael Koutsakis 68,750 Michael Monsonego 62,500 The Offer Price of $0.12 per share represents a 20% discount to the last closing price of $0.15 per share on Friday, 4 September 2026 and a 11% discount to the 10-day volume weighted average price (“VWAP”) of $0.1347 up to and including 4 September 2026. Placement details: • 12,916,667 New Shares will be issued under the Company's available placement capacity, raising approximately $1.55 million, comprising: o 10,310,172 shares under Listing Rule 7.1; and o 2,606,495 shares under Listing Rule 7.1A. • 2,583,333 New Shares will be issued for Director participation, raising approximately $310,000, subject to shareholder approval at the Company’s upcoming Annual General Meeting. • The New Shares will rank equally with existing fully paid ordinary shares on issue. Funds raised under the Placement will be used to: • Support working capital requirements associated with the Queensland Schools Lighting Upgrade Program; • Fund the ongoing build-out and growth initiatives within Aldridge Traffic Systems (“ATS”); • Complete the Company's cost reduction and operational efficiency program; and • Provide additional general working capital. Share Purchase Plan (SPP): • The Company is also pleased to announce a Share Purchase Plan