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AMA GROUP LIMITED Major Shareholding Notification 2021

Aug 5, 2021

64372_rns_2021-08-05_e5503d0d-3262-45ca-b2da-db31097df662.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 04/08/2021 The previous notice was given to the company on 23/06/2021 The previous notice was dated 23/06/2021

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 69,326,380 9.33% 78,841,158 10.56%

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).
78,841,158
fully paid
Ordinary
shares
78,841,158
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.
78,841,158
fully paid
Ordinary
shares
78,841,158
votes
49-2829-4164v1
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.
78,841,158
fully paid
Ordinary
shares
78,841,158
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
Signature
print name
Stephen G. Bondi
capacity Authorized Signatory
sign here
date 05/08/2021
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.

3449-2829-4164v1

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: 05/08/2021

By: Stephen G. Bondi, Authorized Signatory

AMA GroupLimited DailyTransactions from 23 June 2021 to 04 August 2021 AMA GroupLimited DailyTransactions from 23 June 2021 to 04 August 2021 AMA GroupLimited DailyTransactions from 23 June 2021 to 04 August 2021 AMA GroupLimited DailyTransactions from 23 June 2021 to 04 August 2021 AMA GroupLimited DailyTransactions from 23 June 2021 to 04 August 2021 AMA GroupLimited DailyTransactions from 23 June 2021 to 04 August 2021 AMA GroupLimited DailyTransactions from 23 June 2021 to 04 August 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
23/06/2021 Mittleman Investment Management,LLC Buy 23,646.07 55,000 Ordinaryshares 55,000
28/06/2021 Mittleman Investment Management,LLC Buy 96,860.90 223,216 Ordinaryshares 223,216
29/06/2021 Mittleman Investment Management,LLC Buy 119,689.83 276,783 Ordinaryshares 276,783
30/06/2021 Mittleman Investment Management,LLC Buy 639,852.35 1,500,000 Ordinaryshares 1,500,000
05/07/2021 Mittleman Investment Management,LLC Buy 149,190.54 355,000 Ordinaryshares 355,000
06/07/2021 Mittleman Investment Management,LLC Buy 412,556.32 1,001,500 Ordinaryshares 1,001,500
06/07/2021 Mittleman Investment Management,LLC Deliver n/a(1) 260,006 Ordinaryshares 260,006
07/07/2021 Mittleman Investment Management,LLC Buy 105,613.37 258,500 Ordinaryshares 258,500
07/07/2021 Mittleman Investment Management,LLC Sell 8,345.50 20,750 Ordinaryshares 20,750
08/07/2021 Mittleman Investment Management,LLC Buy 102,414.40 257,000 Ordinaryshares 257,000
09/07/2021 Mittleman Investment Management,LLC Buy 169,575.76 429,500 Ordinaryshares 429,500
12/07/2021 Mittleman Investment Management,LLC Buy 174,538.45 435,521 Ordinaryshares 435,521
13/07/2021 Mittleman Investment Management,LLC Buy 65,085.52 162,000 Ordinaryshares 162,000
14/07/2021 Mittleman Investment Management,LLC Buy 79,579.15 202,522 Ordinaryshares 202,522
15/07/2021 Mittleman Investment Management,LLC Buy 30,430.70 76,500 Ordinaryshares 76,500
19/07/2021 Mittleman Investment Management,LLC Buy 159,818.87 413,478 Ordinaryshares 413,478
20/07/2021 Mittleman Investment Management,LLC Buy 96,653.29 261,000 Ordinaryshares 261,000
21/07/2021 Mittleman Investment Management,LLC Buy 28,751.70 74,700 Ordinaryshares 74,700
22/07/2021 Mittleman Investment Management,LLC Buy 7,819.81 20,000 Ordinaryshares 20,000
23/07/2021 Mittleman Investment Management,LLC Buy 69,501.34 177,000 Ordinaryshares 177,000
26/07/2021 Mittleman Investment Management,LLC Buy 21,691.66 55,000 Ordinaryshares 55,000
27/07/2021 Mittleman Investment Management,LLC Buy 11,537.53 30,000 Ordinaryshares 30,000
28/07/2021 Mittleman Investment Management,LLC Buy 162,961.72 440,114 Ordinaryshares 440,114
29/07/2021 Mittleman Investment Management,LLC Buy 154,476.01 417,758 Ordinaryshares 417,758
30/07/2021 Mittleman Investment Management,LLC Buy 54,978.58 149,442 Ordinaryshares 149,442
03/08/2021 Mittleman Investment Management,LLC Buy 110,297.49 299,000 Ordinaryshares 299,000
04/08/2021 Mittleman Investment Management,LLC Buy 817,098.77 2,225,000 Ordinaryshares 2,225,000

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

3449-2829-4164v1

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
62,471,158 Ordinary shares
Mittleman Investment
Management,LLC
BNP Paribas Securities Services,
Sucursal En Espana
discretionary client account of MIM 3,500,000 Ordinary shares
Mittleman Investment
Management,LLC
National Financial Services LLC various discretionary client
accounts of MIM
2,870,000 Ordinary shares
Mittleman Investment
Management,LLC
The Northern Trust Company discretionary client account of MIM 10,000,000 Ordinary shares
Mittleman Investment
Management,LLC
Pershing LLC* Precog Capital Partners, L.P. 11,500,000 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: 05/08/2021 Name: Stephen G. Bondi Title: Authorized Signatory

3449-2829-4164v1