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APPEN LIMITED Major Shareholding Notification 2023

Aug 10, 2023

64403_rns_2023-08-10_f303f134-2be2-4a94-97ed-d9cd008db448.pdf

Major Shareholding Notification

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604 page 1/2 15 July 2001

604
page 1/2 15 July 2001
604
page 1/2 15 July 2001
Form 604
Corporations Act 2001
Section671B
Notice of change of interests of substantial holder
ToCompany Name/Scheme
APPEN LIMITED
ACN/ARSN
138 878 298
1. Details of substantialholder(1)
Name
State Street Corporation and subsidiaries named in Annexures to this form
ACN/ARSN(ifapplicable)
There was a changein the interests of the
substantial holder on
09/08/2023
The previous notice was given to the company on
07/08/2023
The previous notice was dated
03/08/2023
2.
Previous and present votingpower
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 asfollows:
Class of securities (4)
Previousnotice
Present notice
Person's votes
Voting power(5)
Person's votes
Voting power(5)
Ordinary
10,150,476
6.42%
12,070,052
7.62%
3.
Changesinrelevantinterests
Particulars of each changein,or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, sincethesubstantial
holder was last required to give a substantial holding notice to the company or scheme are asfollows:
Dateof
change
Person whose
relevant interest
changed
Natureof
change (6)
Consideration
givenin relation
to change (7)
Class and
numberof
securities
affected
Person's votes
affected
Annexure B &
D
4.
Present relevantinterests
Particulars of each relevant interest of the substantial holder in voting securities after the change are asfollows:
Holderof
relevant
interest
Registered
holderof
securities
Personentitled
to be registered
as holder (8)
Natureof
relevant
interest (6)
Class
and
numberof
securities
Person's votes
Annexure A
APPEN LIMITED
138 878 298
State Street Corporation and subsidiaries named in Annexures to this form

604 page 2/2 15 July 2001

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:

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Name and ACN/ARSN (if applicable) Nature of association
follows:
Name Address
Annexure C
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6. Addresses

The addresses of persons named in this form are as follows:

Signature

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print name Alok Maheshwary capacity Authorised signatory
sign here date 11/08/2023
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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 6 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.

This is Annexure A referred to in Form 604 Notice of change of interests of substantial holder

Annexure A

______ 11 August 2023 Alok Maheshwary Authorised Signatory

4. Present relevant interests

Holder of relevant interest Nature of Relevant Interest Registered Holder of securities Person Entitled to be registered as holder Class and number of Securities Class and number of Securities Person's votes
SSGA FUNDS MANAGEMENT, INC. Power to control the exercise of a right to vote
attached to securities and/or the power to dispose of
securities as investment manager or trustee
State Street Bank and Trust Co n/a Ordinary 85,075 85,075
STATE STREET GLOBAL ADVISORS LIMITED Power to control the exercise of a right to vote
attached to securities and/or the power to dispose of
securities as investment manager or trustee
Northern Trust Company n/a Ordinary 1,074 1,074
STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED Power to control the exercise of a right to vote
attached to securities and/or the power to dispose of
securities as investment manager or trustee
JPMorgan AG n/a Ordinary 16,566 16,566
STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED Power to control the exercise of a right to vote
attached to securities and/or the power to dispose of
securities as investment manager or trustee
Northern Trust Company n/a Ordinary 323,300 323,300
STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED Power to control the exercise of a right to vote
attached to securities and/or the power to dispose of
securities as investment manager or trustee
State Street Bank and Trust Co n/a Ordinary 1,449,836 1,449,836
STATE STREET BANK AND TRUST COMPANY For Lent securities:
Relevant interest under section 608(8A) being the
holder of securities subject to an obligation to return
under a securities lending agreement. State Street
Bank and Trust Company has lent the securities and
retains a relevant interest
AMERICAN CENTURY INVESTMENT MANAGEMENT,
INC.
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
Ordinary 186,304 186,304
STATE STREET BANK AND TRUST COMPANY For Lent securities:
Relevant interest under section 608(8A) being the
holder of securities subject to an obligation to return
under a securities lending agreement. State Street
Bank and Trust Company has lent the securities and
retains a relevant interest
AWARE SUPER PTY LTD AS TRUSTEE OF THE AWARE
SUPER
AWARE SUPER PTY LTD AS TRUSTEE OF THE
AWARE SUPER
Ordinary 2,645,904 2,645,904
STATE STREET BANK AND TRUST COMPANY For Lent securities:
Relevant interest under section 608(8A) being the
holder of securities subject to an obligation to return
under a securities lending agreement. State Street
Bank and Trust Company has lent the securities and
retains a relevant interest
DIMENSIONAL FUND ADVISORS DIMENSIONAL FUND ADVISORS Ordinary 236,231 236,231
STATE STREET BANK AND TRUST COMPANY For Lent securities:
Relevant interest under section 608(8A) being the
holder of securities subject to an obligation to return
under a securities lending agreement. State Street
Bank and Trust Company has lent the securities and
retains a relevant interest
M FUND, INC. M FUND, INC. Ordinary 2,466 2,466
STATE STREET BANK AND TRUST COMPANY For Lent securities:
Relevant interest under section 608(8A) being the
holder of securities subject to an obligation to return
under a securities lending agreement. State Street
Bank and Trust Company has lent the securities and
retains a relevant interest
RETAIL EMPLOYEES SUPERANNUATION TRUST RETAIL EMPLOYEES SUPERANNUATION TRUST Ordinary 297,000 297,000
STATE STREET BANK AND TRUST COMPANY For Lent securities:
Relevant interest under section 608(8A) being the
holder of securities subject to an obligation to return
under a securities lending agreement. State Street
Bank and Trust Company has lent the securities and
retains a relevant interest
SEA1 SEA1 Ordinary 1,331 1,331
STATE STREET BANK AND TRUST COMPANY For Lent securities:
Relevant interest under section 608(8A) being the
holder of securities subject to an obligation to return
under a securities lending agreement. State Street
Bank and Trust Company has lent the securities and
retains a relevant interest
SSGA SPDR INDEX SHARE FUNDS SSGA SPDR INDEX SHARE FUNDS Ordinary 45,595 45,595
STATE STREET BANK AND TRUST COMPANY For Lent securities:
Relevant interest under section 608(8A) being the
holder of securities subject to an obligation to return
under a securities lending agreement. State Street
Bank and Trust Company has lent the securities and
retains a relevant interest
TEACHER RETIREMENT SYSTEM OF TEXAS TEACHER RETIREMENT SYSTEM OF TEXAS Ordinary 3,367,582 3,367,582
STATE STREET BANK AND TRUST COMPANY For collateral securities:
Relevant interest under section 608(8A) being the
right, as lender, to dispose of shares transferred to
secure a securities loan
THE BARCLAYS GROUP THE BARCLAYS GROUP Ordinary 510,122 510,122
STATE STREET BANK AND TRUST COMPANY For collateral securities:
Relevant interest under section 608(8A) being the
right, as lender, to dispose of shares transferred to
secure a securities loan
THE RBC GROUP THE RBC GROUP Ordinary 1,430,200 1,430,200
STATE STREET BANK AND TRUST COMPANY For collateral securities:
Relevant interest under section 608(8A) being the
right, as lender, to dispose of shares transferred to
secure a securities loan
THE UBS GROUP THE UBS GROUP Ordinary 308,466 308,466
STATE STREET BANK AND TRUST COMPANY For collateral securities:
Relevant interest under section 608(8A) being the
right, as lender, to dispose of shares transferred to
secure a securities loan
UBS SECURITIES AUSTRALIA LTD UBS SECURITIES AUSTRALIA LTD Ordinary 1,163,000 1,163,000

Information Classification: Limited Access

This is Annexure B referred to in Form 604 Notice of change of interests of substantial holder

Annexure B

________ 11 August 2023
Alok Maheshwary
Authorised Signatory
3. Changes in relevant interests
________ 11 August 2023
Alok Maheshwary
Authorised Signatory
3. Changes in relevant interests
________ 11 August 2023
Alok Maheshwary
Authorised Signatory
3. Changes in relevant interests
________ 11 August 2023
Alok Maheshwary
Authorised Signatory
3. Changes in relevant interests
________ 11 August 2023
Alok Maheshwary
Authorised Signatory
3. Changes in relevant interests
________ 11 August 2023
Alok Maheshwary
Authorised Signatory
3. Changes in relevant interests
________ 11 August 2023
Alok Maheshwary
Authorised Signatory
3. Changes in relevant interests
Date of Change Person whose relevant interest changed **Nature of Change ** Considerationgiven in relation to Change Class and number of Securities affected Person's Votes affected
04-Aug-2023 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure
a securities loan to THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary (730) (730)
07-Aug-2023 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a
securities loan from THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary 318 318
08-Aug-2023 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure
a securities loan to THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary (731) (731)
09-Aug-2023 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a
securities loan from THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary 48 48
09-Aug-2023 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a
securities loan from UBS SECURITIES
AUSTRALIA LTD – Refer Part B of
Annexure D
n/a Ordinary 1,163,000 1,163,000
04-Aug-2023 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a
securities loan from THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary 335 335
07-Aug-2023 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure
a securities loan to THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary (499) (499)
08-Aug-2023 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a
securities loan from THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary 223 223
09-Aug-2023 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure
a securities loan to THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary (117) (117)
04-Aug-2023 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure
a securities loan to THE BARCLAYS
GROUP – Refer Part B of Annexure D
n/a Ordinary (41,700) (41,700)
07-Aug-2023 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure
a securities loan to THE BARCLAYS
GROUP – Refer Part B of Annexure D
n/a Ordinary (2,086) (2,086)
04-Aug-2023 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure
a securities loan to THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary (9) (9)
07-Aug-2023 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure
a securities loan to THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary (7) (7)
08-Aug-2023 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a
securities loan from THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary 13 13
09-Aug-2023 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a
securities loan from THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary 18 18
04-Aug-2023 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a
securities loan from THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary 404 404
07-Aug-2023 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a
securities loan from THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary 187 187
08-Aug-2023 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a
securities loan from THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary 496 496
09-Aug-2023 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a
securities loan from THE UBS GROUP –
Refer Part B of Annexure D
n/a Ordinary 51 51
08-Aug-2023 STATE STREET BANK AND TRUST COMPANY Return of securities provided to secure
a securities loan to THE RBC GROUP –
Refer Part B of Annexure D
n/a Ordinary (7,566) (7,566)
09-Aug-2023 STATE STREET BANK AND TRUST COMPANY Transfer of title of securities to secure a
securities loan from THE RBC GROUP –
Refer Part B of Annexure D
n/a Ordinary 77,396 77,396
07-Aug-2023 STATE STREET BANK AND TRUST COMPANY Lending securities under a securities
loan to UBS SECURITIES AUSTRALIA LTD
– Refer Part A of Annexure D
n/a Ordinary 283,532 283,532
07-Aug-2023 STATE STREET BANK AND TRUST COMPANY Lending securities under a securities
loan to THE UBS GROUP – Refer Part A
of AnnexureD
n/a Ordinary 149,795 149,795
08-Aug-2023 STATE STREET BANK AND TRUST COMPANY Lending securities under a securities
loan to UBS SECURITIES AUSTRALIA LTD
– Refer Part A of Annexure D
n/a Ordinary 297,000 297,000
07-Aug-2023 STATE STREET BANK AND TRUST COMPANY Lending securities under a securities
loan to THE UBS GROUP – Refer Part A
of Annexure D
n/a Ordinary 205 205

Information Classification: Limited Access

This is Annexure C referred to in Form 604 Notice of change of interests of substantial holder

Annexure C

______ 11 August 2023
Alok Maheshwary
Authorised Signatory
6. Addresses
______ 11 August 2023
Alok Maheshwary
Authorised Signatory
6. Addresses
Name Address
SSGA FUNDS MANAGEMENT,INC. Channel Center,1 Iron Street,Boston MA 02210,United States
STATE STREET GLOBAL ADVISORS LIMITED 20 Churchill Place,London,England,E14 5HJ,United Kingdom
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED Level 15,420 George Street,SydneyNSW 2000,Australia
STATE STREET BANK AND TRUST COMPANY 1 Congress Street,Suite 1,Boston MA 02114,United States

Information Classification: Limited Access

This is Annexure D referred to in Form 604 Notice of change of interests of substantial holder

Annexure D

______ 11 August 2023 Alok Maheshwary Authorised Signatory

3. Changes in relevant interests

State Street Bank and Trust Company will, if requested by the company or responsible entity to whom this form must be given under the Corporations Act 2001 (Cth) or if requested by the Australian Securities and Investment Commission (ASIC), provide a copy of the master securities lending agreement/s and security agreement/s referred to below to the company, responsible entity or ASIC. Part A: For relevant interests arising out of lending securities - State Street Bank and Trust Company acquires relevant interest as lender of the securities under securities lending authorisation agreement, subject to obligation to return under the agreement. (State Street Bank and Trust Company has lent the securities and retains relevant interest as per Part B of this Annexure.)

Type of agreement Securities Lending Authorisation Agreement/ Global Master Securities Lending Agreement/ Securities
Loan Agreement
Parties to agreement (1) State Street Bank and Trust Company
(2)The entityreferred to in the relevantpart of Annexure B to this notice
Can the parties exercise voting rights attaching to the securities? (1) No
(2) Yes. (Borrower has the right to vote, but may on-lend securities)
If yes, in what circumstances (1) Only if instructed to by the borrower
(2) As determined by the owner of the securities
Transfer date The dates on which the securities were delivered by State Street Bank and Trust Company as lender are
set out in Annexure B to this notice
Scheduled return date No scheduled return date
Does the borrower have the right to return the securities early? No scheduled return date. Borrower can return securities or equivalent securities at any time subject to
givingnotice
Ifyes,in what circumstances Borrower can return securities or equivalent securities at anytime subject togivingnotice
Does the lender have the right to recall the securities early (ie before the scheduled return date)? No scheduled return date. Lender can require return of securities or equivalent securities at any time
subject togivingnotice
If yes, in what circumstances Lender can require return of securities or equivalent securities at any time subject to giving notice
Are there any circumstances in which the borrower is not required to return securities or equivalent
securities on settlement?
No
Ifyes,detail anyexceptions n/a
Part B: For relevant interests arising out of lending securities - State Street Bank and Trust Company acquires a relevant interest in securities through taking a security interest (“title transfer”) over the
securities as collateral to secure a securities loan. (See Part A of this Annexure for securities loan details.)
Type of agreement Global Master Securities Lending Agreement
Securities LendingAuthorisation Agreement
Parties to agreement (1) State Street Bank and Trust Company
(2)The entityreferred to in the relevantpart of Annexure B to this notice
Can the parties exercise voting rights attaching to the securities? (1) Yes, but only if the borrower defaults and ownership is enforced
(2)Yes
If yes, in what circumstances (1) Only if the borrower defaults and ownership is enforced
(2) In accordance with ordinary rights as registered holder, either directly or through nominee holder
Transfer date The dates on which the securities were transferred,as indicated in Annexure B to this notice
Scheduled return date No scheduled return date. Securities collateral is returned on termination of related securities loan
Does the borrower have the right to have the securities returned early? No scheduled return date. Securities collateral is returned on termination of related securities loan or
theprovision of alternative collateral
If yes, in what circumstances At any time subject to returning the borrowed securities or equivalent securities or providing alternative
collateral
Are there any circumstances in which the lender is not required to return securities collateral on
settlement?
No, assuming the borrower returns the borrowed securities or equivalent securities
If yes, detail any exceptions n/a (lender must return securities collateral if the borrower returns the borrowed securities or
equivalent securities)

Information Classification: Limited Access