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AMA GROUP LIMITED Major Shareholding Notification 2021

Oct 10, 2021

64372_rns_2021-10-10_5414ba60-8b0e-476e-b2ab-f8a83ad6ddb1.pdf

Major Shareholding Notification

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To: Company Name/Scheme AMA Group Limited (AMA) ACN/ARSN 113 883 560 1. Details of substantial holder (1) Name Mittleman Investment Management, LLC and its associates listed in Section 4 below ACN\ARSN (if applicable) Not applicable There was a change in the interests of the substantial holder on 07/10/2021 The previous notice was given to the company on 23/09/2021 The previous notice was dated 22/09/2021

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4) Previous notice Previous notice Present notice Present notice
Person’s votes Voting power(5) Person’s votes Voting power(5)
Fully paid ordinary shares 114,464,158 12.88% 117,470,917 11.59%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme, are as follows:

Date of change Person whose
relevant interest
changed
Nature of change (6) Consideration given in relation to change
(7)
Class and
number of
securities
affected
Person’s votes
affected
See Annexure A See Annexure A See Annexure A See Annexure A See Annexure
A
See Annexure
A

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

34 Holder of relevant
interest
Registered holder
of securities
Person entitled to be
registered as holder
(8)
Nature of relevant interest (6) Class and
number of
securities
Person’s votes
Mittleman Investment
Management, LLC
(MIM)
See Annexure B See Annexure B MIM, in its capacity as investment
manager for a range of client
portfolios, has a relevant interest in
the shares of such clients by virtue of
s608(1)(c) of the Corporations Act
2001(Cth) (Corporations Act).
117,470,917
fully paid
Ordinary
shares
117,470,917
votes
Master Control, LLC
(MC), Aimia AM
Holdings Inc. (AM),
Aimia Holdings US
Inc. and Aimia
Holdings UK Limited
and Aimia Inc. (AI)
See Annexure B See Annexure B Each have a relevant interest by
virtue of s608(3)(b) of the
Corporations Act as a result of directly
or indirectly controlling MIM.
117,470,917
fully paid
Ordinary
shares
117,470,917
votes
40-8794-8310v1
AI and each of its
controlled entities
See Annexure B See Annexure B Has a relevant interest by virtue of
s608(3)(a) of the Corporations Act as
a result of having voting power of
more than 20% in MIM.
117,470,917
fully paid
Ordinary
shares
117,470,917
votes

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name andACN/ARSN(ifapplicable)
Nature of association
N/A
N/A
6. Addresses
The addresses of the persons named in this form are as follows:
Name
Address
Mittleman Investment Management, LLC
105 Maxess Road, Suite 207, Melville, NY 11747, United States
Master Control,LLC
105 Maxess Road,Suite 207,Melville,NY 11747,United States
Aimia AM Holdings Inc,
105 Maxess Road, Suite 207, Melville, NY 11747, United States
Aimia Holdings US Inc.
c/o Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801
Aimia Holdings UK Limited
Suite 1,3rd Floor,11-12 St. James Square,London SW1Y 4LB
Aimia Inc.
176Yonge Street, 06-128,Toronto OntarioM5C2L7
Name andACN/ARSN(ifapplicable) Nature of association
N/A N/A
Name Address
Mittleman Investment Management, LLC 105 Maxess Road, Suite 207, Melville, NY 11747, United States
Master Control,LLC 105 Maxess Road,Suite 207,Melville,NY 11747,United States
Aimia AM Holdings Inc, 105 Maxess Road, Suite 207, Melville, NY 11747, United States
Aimia Holdings US Inc. c/o Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801
Aimia Holdings UK Limited Suite 1,3rd Floor,11-12 St. James Square,London SW1Y 4LB
Aimia Inc. 176Yonge Street, 06-128,Toronto OntarioM5C2L7

Signature print name Stephen G. Bondi capacity Authorized Signatory sign here date 10/10//2021

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg, a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

(2) See the definition of “associate” in section 9 of the Corporations Act 2001.

  • (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

(5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100. (6) Include details of:

(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

(8) If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown". (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

3440-8794-8310v1

Annexure A of Form 604

This is Annexure A of 1 page referred to in the Form 604 (Notice of change of interest of substantial holder), signed by me and dated: 10/10/2021

By: Stephen G. Bondi, Authorized Signatory

AMA GroupLimited DailyTransactions from 22 September 2021 to 07 October 2021 AMA GroupLimited DailyTransactions from 22 September 2021 to 07 October 2021 AMA GroupLimited DailyTransactions from 22 September 2021 to 07 October 2021 AMA GroupLimited DailyTransactions from 22 September 2021 to 07 October 2021 AMA GroupLimited DailyTransactions from 22 September 2021 to 07 October 2021 AMA GroupLimited DailyTransactions from 22 September 2021 to 07 October 2021
Date of
change
Person whose relevant interest changed Nature of
change
Consideration
given related
to change
(USD)
Class and number of
securities affected
Person's
votes
affected
24/09/2021 Mittleman Investment Management,LLC Buy 196,458.04 591,250 Ordinaryshares 591,250
27/09/2021 Mittleman Investment Management,LLC Buy 44,959.41 132,374 Ordinaryshares 132,374
27/09/2021 Mittleman Investment Management,LLC Deliver n/a(1) 145,000 Ordinaryshares 145,000
28/09/2021 Mittleman Investment Management,LLC Buy 52,924.54 157,029 Ordinaryshares 157,029
28/09/2021 Mittleman Investment Management,LLC Sell 179,913.90 530,000 Ordinaryshares 530,000
29/09/2021 Mittleman Investment Management,LLC Buy 11,053.73 33,400 Ordinaryshares 33,400
29/09/2021 Mittleman Investment Management,LLC Sell 223,505.48 674,418 Ordinaryshares 674,418
30/09/2021 Mittleman Investment Management,LLC Buy 410,159.74 1,264,124 Ordinaryshares 1,264,124
01/10/2021 Mittleman Investment Management,LLC Buy 96,974.37 303,000 Ordinaryshares 303,000
05/10/2021 Mittleman Investment Management,LLC Buy 97,799.41 302,000 Ordinaryshares 302,000
06/10/2021 Mittleman Investment Management,LLC Buy 368,327.07 1,124,055 Ordinaryshares 1,124,055
07/10/2021 Mittleman Investment Management,LLC Buy 146,655.97 448,945 Ordinaryshares 448,945

(1) n/a - shares no longer under direction and control of Mittleman Investment Management, LLC

3440-8794-8310v1

Annexure B of Form 604

This is Annexure B of 1 page referred to in form 604 Notice of change of interests of substantial holder

Company Name/Scheme: AMA Group Limited

Substantial Holder Name: Mittleman Investment Management, LLC

Paragraph 4. Details of present registered holders

Holder of relevant interest Registered holder of securities Person Entitled to be registered
as holder
Class and number of
securities
Aimia Inc. Not applicable Not applicable No Ordinary shares directly
held
Aimia Holdings UK Limited Not applicable Not applicable No Ordinary shares directly
held
Aimia Holdings US Inc. Not applicable Not applicable No Ordinary shares directly
held
Aimia AM Holdings Inc. Not applicable Not applicable No Ordinary shares directly
held
Master Control, LLC Not applicable Not applicable No Ordinary shares directly
held
Mittleman Investment
Management,LLC
Pershing LLC various discretionary client
accounts of MIM
92,241,638 Ordinary
shares
Mittleman Investment
Management,LLC
BNP Paribas Securities Services,
Sucursal En Espana
discretionary client account of MIM 5,520,744 Ordinary shares
Mittleman Investment
Management,LLC
National Financial Services LLC various discretionary client
accounts of MIM
3,935,000 Ordinary shares
Mittleman Investment
Management,LLC
The Northern Trust Company discretionary client account of MIM 15,773,535 Ordinary shares
Mittleman Investment
Management,LLC
Pershing LLC* Precog Capital Partners, L.P. 20.000,000 Ordinary
shares*

Notes:

*Pershing LLC holdings for Precog Capital Partners, L.P. are also included in MIM’s holdings at Pershing LLC for the various discretionary client accounts of MIM.

Signature: ________ Date: 10/10/2021 Name: Stephen G. Bondi Title: Authorized Signatory

3440-8794-8310v1