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ARTRYA LIMITED Major Shareholding Notification 2021

Nov 25, 2021

64483_rns_2021-11-25_2bbeb144-0db8-41c6-918e-197e0fea03c9.pdf

Major Shareholding Notification

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Coronary Artery Disease. We see you.

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ASX ANNOUNCEMENT

26 November 2021

NOTICE OF INITIAL SUBSTANTIAL HOLDER - ARTRYA LIMITED

Enclosed with this announcement is an ASIC Form 603 (Notice of initial substantial holder) from Artrya Limited (ASX:AYA) (the Company ). The enclosed ASIC Form 603 (Notice of initial substantial holder) provides that the Company holds a relevant interest in 47,020,822 fully paid ordinary shares in itself ( Shares ). This technical relevant interest arises under section 608(1)(c) of the Corporations Act 2001 (Cth) because the Company is taken to be able to control the disposal of 47,020,822 of the Shares owned by shareholders who have entered into voluntary and ASX escrow deeds with the Company and those shareholders that have received Appendix 9C restriction notices from the Company.

This announcement was approved by the Company’s Managing Director, John Barrington AM, on behalf of the Artrya Board.

For further information please contact:

Investor Enquiries: Media Enquiries: John Barrington Felicity Heath Artrya Limited Daymark 0419 850 502 0457 196 603 [email protected] [email protected]

Artrya Limited ABN 53 624 005 741 Suite 14A Level 3 88 Broadway Crawley WA 6009 Australia www.artrya.com

ASIC Form 603 Page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

Artrya Limited ( AYA )

ACN/ARSN ACN 624 005 741

1. Details of substantial holder (1)

Name Artrya Limited and its subsidiaries at the date of this notice (as set out in Paragraph 6)( Artrya Group ) ACN/ARSN (if applicable) ACN 624 005 741

The holder became a substantial holder on

24 / 11/ 2021

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interest in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4) Number of securities Person’s votes (5) Voting power (6)
Fully paid ordinary shares (Shares) 47,020,822 Shares 47,020,822 60.1% (based on 78,247,590
Shares on issue)

3. Details of relevant interests

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Artrya Group Voluntary Escrow
Artrya Limited has entered into voluntary escrow deeds (see Annexure A)
with respect to fully paid ordinary shares held by certain existing
shareholders which restrict disposal of shares as disclosed in the prospectus
lodged by Artrya Limited with ASIC on 15 October 2021 and supplemented
by the and the supplementary prospectus issued by Artrya and lodged with
ASIC on 10 November 2021 and which gives Artrya Limited a technical
relevant interest under s608(1)(c) of the Corporations Act 2001 (Cth) (Act).
However the escrow deeds do not restrict the exercise of voting rights
attaching to the escrowed securities.
ASIC has granted relief modifying section 609 of the Act by removing the
relevant interest created under the escrow deeds from the operation of Ch 6
of the Act. However, under the customary ASIC relief, securities subject to
escrow arrangements are included for substantial holding disclosure
purposes.
Relevant interest under section 608(1) of the_Corporations Act 2001_(Cth)
(Corporations Act).
An additional 466,136 shares are subject to voluntary escrow to that provided
in Artrya’s pre-quotation disclosure letter released to ASX on 24 November
2021.
ASX Mandatory Escrow
Pursuant to ASX admission requirements, Artrya Limited has given
Appendix 9C notices to certain existing shareholders (see Annexure B)
and entered into Appendix 9A agreements (Annexure C) which restrict
disposal of shares as disclosed in the prospectus lodged by lodged by
Artrya Limited with ASIC on 15 October 2021 and supplemented by the
and the supplementary prospectus issued by Artrya and lodged with
ASIC on 10 November 2021 and which gives Artryal Limited a technical
relevant interest under s608(1)(c) of the Act.
ASIC has granted class relief modifying section 609 of the Act by
removing the relevant interest created under ASX mandatory restrictions
from the operation of Ch 6 of the Act. However, under the ASIC Class
Order [CO 13/520], securities subject to ASX mandatory escrow
arrangements areincludedforsubstantial holding disclosure purposes.


25,634,257 Shares
21,386,565 Shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant interest Registered holder of securities Person entitled to be registered as holder (8) Class and number of
securities
(Shares)
Voluntary Escrow
Artrya Group - see Annexure A ABALAY SUPER PTY LTDSUPERFUND> ABALAY SUPER PTY LTDSUPERFUND> 148,148
Artrya Group - see Annexure A ABALAY SUPER PTY LTDA/C> ABALAY SUPER PTY LTDA/C>
546,297
Artrya Group - see Annexure A ALEX & OSCAR INVESTMENTS PTY LTD ALEX & OSCAR INVESTMENTS PTY LTD 6,852
Artrya Group - see Annexure A MR BRUCE A ANDERSON
03-16-2011 A/C>
MR BRUCE A ANDERSON
03-16-2011 A/C>
324,074
Artrya Group - see Annexure A ANTHONY GERARD GRAY HOLDINGS PTY LTD ANTHONY GERARD GRAY HOLDINGS PTY LTD 27,407
Artrya Group-seeAnnexureA ANDREW MALCOLM ATKINS ANDREW MALCOLM ATKINS 5,481
Artrya Group - see Annexure A AVY NOMINEES PTY LTD
AVY NOMINEES PTY LTD
1,000,000
Artrya Group-seeAnnexureA PAUL MATTHEWSULLIVAN BAILEY PAUL MATTHEWSULLIVAN BAILEY 500,000
Artrya Group-seeAnnexureA JOHN BARRINGTON JOHN BARRINGTON 222,965
Artrya Group - see Annexure A MR SCOTT BARROW MR SCOTT BARROW 10,963
Artrya Group - see Annexure A AMIRREZA BARZEGARI &
MS SIMONE BARZEGARI
AMIRREZA BARZEGARI &
MS SIMONE BARZEGARI
435,185
Artrya Group - see Annexure A JAMIE ROBERT BEADSWORTH JAMIE ROBERT BEADSWORTH 125,000
Artrya Group - see Annexure A LEAH MICHELLE BEADSWORTH LEAH MICHELLE BEADSWORTH 125,000
Artrya Group-seeAnnexureA BEAN PARTNERS (AUSTRALIA)PTY LTD BEAN PARTNERS (AUSTRALIA)PTY LTD 375,000
Artrya Group - see Annexure A MR ALEXANDER BEARD &
MRSPASCALE MARIE BEARD
MR ALEXANDER BEARD &
MRSPASCALE MARIE BEARD
13,704
Artrya Group - see Annexure A BLACKCAT HOLDINGS PTY LTD BLACKCAT HOLDINGS PTY LTD 13,704
Artrya Group - see Annexure A BNG FAMILY PTY LTD
BNG FAMILY PTY LTD
41,111
Artrya Group - see Annexure A BODHI INVESTMENT LIMITED BODHI INVESTMENT LIMITED 164,445
Artrya Group - see Annexure A BRENT AND MICHELLE
SUPERANNUATION FUND PTY LT
BRENT AND MICHELLE
SUPERANNUATION FUND PTY LT
37,037
Artrya Group - see Annexure A MR PAUL NICHOLAS BRIDGEFORD & MR PAUL NICHOLAS BRIDGEFORD & 27,407
Artrya Group - see Annexure A MR BRADLEY ROSS BROWN MR BRADLEY ROSS BROWN 125,000
Artrya Group - see Annexure A MR HUGH JOHN CAMERON &
MRSHEATHER MARGARETCAMERON
MR HUGH JOHN CAMERON &
MRSHEATHER MARGARETCAMERON
82,222
Artrya Group - see Annexure A CARR FAMILY PTY LIMITED
CARR FAMILY PTY LIMITED
10,963
Artrya Group - see Annexure A MR LINDSAY ALLAN CARY MR LINDSAY ALLAN CARY 125,000
Artrya Group - see Annexure A CHRYSO INVESTMENTS PTY LTD CHRYSO INVESTMENTS PTY LTD 37,038
Artrya Group - see Annexure A CLAPSY PTY LTD
CLAPSY PTY LTD
13,704
Artrya Group - see Annexure A MR IAN COBBLE &
MRS CHERYLCOBBLE
MR IAN COBBLE &
MRS CHERYLCOBBLE
13,704
Artrya Group - see Annexure A MR MATTHEW JAMES COOK &
MRSKYLIE NUSKE
MR MATTHEW JAMES COOK &
MRSKYLIE NUSKE
54,815
Artrya Group - see Annexure A COSCOG PTY LTD
COSCOG PTY LTD
82,222
Artrya Group - see Annexure A CRASSULA OVATA PTY LTD
CRASSULA OVATA PTY LTD
74,074
Artrya Group - see Annexure A CS THIRD NOMINEES PTY LIMITED
CS THIRD NOMINEES PTY LIMITED
822,222
Artrya Group - see Annexure A MR JAMES CUTLER MR JAMES CUTLER 6,852
Artrya Group - see Annexure A CY CAPITAL PTY LTD CY CAPITAL PTY LTD 27,407
Artrya Group - see Annexure A MR PETER DARBY &
MRSROBYN DARBY
MR PETER DARBY &
MRSROBYN DARBY
6,852
Artrya Group - see Annexure A DAVSAM PTY LTD
DAVSAM PTY LTD
77,777
Artrya Group - see Annexure A DELCANHO INVESTMENTS PTY LTD
DELCANHO INVESTMENTS PTY LTD
287,038
Artrya Group - see Annexure A DELUZO INVESTMENTS PTY LTD
DELUZO INVESTMENTS PTY LTD
27,407
Artrya Group- see Annexure A NADIA DENSTON NADIA DENSTON 3,704
Artrya Group - see Annexure A DERIDA PTY LTD DERIDA PTY LTD 27,407
Artrya Group - see Annexure A MR EDWARD JAMES DOWLING &
MRS ANDREA ELIZABETH DOWLING
MR EDWARD JAMES DOWLING &
MRS ANDREA ELIZABETH DOWLING
13,704
Artrya Group - see Annexure A MR DAVID JOHN DOWNIE &
MRS SUSAN MARGARET DOWNIE
MR DAVID JOHN DOWNIE &
MRS SUSAN MARGARET DOWNIE
2,741
Artrya Group - see Annexure A MRS MELISSA DWYER
MRS MELISSA DWYER
109,630
Artrya Group - see Annexure A THE EDGE MEDIA PTY LTD THE EDGE MEDIA PTY LTD 5,481
Artrya Group - see Annexure A THE ELSIE CAMERON FOUNDATION PTY LTD
THE ELSIE CAMERON FOUNDATION PTY LTD
548,148
Artrya Group - see Annexure A EMERGING EQUITIES PTY LTD
EMERGING EQUITIES PTY LTD
14,813
Artrya Group - see Annexure A EQUACOM CORPORATION PTY LTD EQUACOM CORPORATION PTY LTD 27,407
Artrya Group- see Annexure A MR ANDREW GRAHAM FARRRRANT MR ANDREW GRAHAM FARRRRANT 375,000
Artrya Group - see Annexure A FIFTY-SECOND CELEBRATION FIFTY-SECOND CELEBRATION 54,815
Artrya Group - see Annexure A FORDHOLM CONSULTANTS
PTY LTD
FORDHOLM CONSULTANTS
PTY LTD
137,037
Artrya Group - see Annexure A MR ROWAN GALBRAITH & MRS ELIZABETH
GALBRAITH
MR ROWAN GALBRAITH & MRS ELIZABETH
GALBRAITH
41,111
Artrya Group-seeAnnexureA GATFIELD PTY LTD GATFIELD PTY LTD 13,704
Artrya Group- see Annexure A GAZITON PTY LTD GAZITON PTY LTD 398,148
Artrya Group - see Annexure A MS DOROTHY GEORGEFF MS DOROTHY GEORGEFF 250,000
Artrya Group - see Annexure A GOLDCELL INVESTMENTS PTY LTD GOLDCELL INVESTMENTS PTY LTD 37,037
Artrya Group - see Annexure A MRS ANNABELL CORBETT GORDON MRS ANNABELL CORBETT GORDON 20,555
Artrya Group - see Annexure A MR JAMES JOHN GORDON MR JAMES JOHN GORDON 13,704
Artrya Group - see Annexure A GP SECURITIES PTY LTD GP SECURITIES PTY LTD 68,519
Artrya Group - see Annexure A MR MARK DOUGLAS GUBBINS &
MRSANNA BRIDGETGUBBINS
MR MARK DOUGLAS GUBBINS &
MRSANNA BRIDGETGUBBINS
6,852
Artrya Group - see Annexure A MR ANTONY MCGREGOR RONALD GUNN MR ANTONY MCGREGOR RONALD GUNN 5,481
Artrya Group - see Annexure A MR SIMON HALE MR SIMON HALE 6,852
Artrya Group - see Annexure A HERB SUPER PTY LTD
HERB SUPER PTY LTD
3,704
Artrya Group - see Annexure A MR WARWICK HAMILTON
HIGGNBOTHAM
MR WARWICK HAMILTON
HIGGNBOTHAM
6,852
Artrya Group - see Annexure A MR TIMOTHY CHARLES HEUZE HOGG
&MRSKATHERINE MARGOT HOGG
MR TIMOTHY CHARLES HEUZE HOGG
&MRSKATHERINE MARGOT HOGG
27,407
Artrya Group - see Annexure A MR ANTHONY JOHN HOWARTH MR ANTHONY JOHN HOWARTH 500,000
Artrya Group - see Annexure A HSBC CUSTODY NOMINEES
(AUSTRALIA)LIMITED
HSBC CUSTODY NOMINEES
(AUSTRALIA)LIMITED
179,630
Artrya Group - see Annexure A HUDSON CONWAY INVESTMENTS PTY LTD HUDSON CONWAY INVESTMENTS PTY LTD 211,111
Artrya Group- see Annexure A IAN SANDOVER & ASSOCIATES PTY LTD IAN SANDOVER & ASSOCIATES PTY LTD 662,038
Artrya Group - see Annexure A INCURIOUS PTY LTD
INCURIOUS PTY LTD
51,852
Artrya Group - see Annexure A INNER BEGINNING PTY LTD
<SUTHERLANDSHARPESUPER FUND
INNER BEGINNING PTY LTD
<SUTHERLANDSHARPESUPER FUND
6,852
Artrya Group - see Annexure A MR MICHAEL IWANIW &
MRS OKSANA IWANIW
MR MICHAEL IWANIW &
MRS OKSANA IWANIW
12,059
Artrya Group - see Annexure A J BARLOW CONSULTANTS PTY LTD J BARLOW CONSULTANTS PTY LTD 5,481
Artrya Group - see Annexure A J C O'SULLIVAN PTY LTD
J C O'SULLIVAN PTY LTD
54,815
Artrya Group - see Annexure A J C VICKERS-WILLIS PTY LTD
J C VICKERS-WILLIS PTY LTD
13,704
Artrya Group - see Annexure A JEDINA HOLDINGS PTY LTD
JEDINA HOLDINGS PTY LTD
324,074
Artrya Group - see Annexure A MIKE JEFFERIES &
J JEFFERIES
MIKE JEFFERIES &
J JEFFERIES
185,185
Artrya Group - see Annexure A JOLSON SUPER FUND PTY LTD
JOLSON SUPER FUND PTY LTD
35,555
Artrya Group - see Annexure A KEEBLE NOMINEES PTY LTD
KEEBLE NOMINEES PTY LTD

259,259
Artrya Group - see Annexure A MRS ALEXANDRA LOUISE KELSO & MR MICHAEL
KEITH KELSO

MRS ALEXANDRA LOUISE KELSO & MR MICHAEL
KEITH KELSO

27,407
Artrya Group - see Annexure A MR MICHAEL KEITH KELSO & MRS ALEXANDRA
LOUISE KELSO
MR MICHAEL KEITH KELSO & MRS ALEXANDRA
LOUISE KELSO
27,407
Artrya Group - see Annexure A MS ERIKA HENRIETTE
KONSTANTOPOULOS
MS ERIKA HENRIETTE
KONSTANTOPOULOS
742
Artrya Group - see Annexure A KOREL CORP PTY LTD
KOREL CORP PTY LTD
810,186
Artrya Group - see Annexure A LACOTT PTY LTD
<THECHANEY FAMILYSUPER FUN
LACOTT PTY LTD
<THECHANEY FAMILYSUPER FUN
1,250,000
Artrya Group - see Annexure A LASCELLES RIDGE PTY LTD
LASCELLES RIDGE PTY LTD
111,111
Artrya Group - see Annexure A LD FIFTY PTY LTD
LD FIFTY PTY LTD
5,481
Artrya Group - see Annexure A LEBEANER PTY LTD
LEBEANER PTY LTD
4,111
Artrya Group - see Annexure A LEHASH PTY LTD
LEHASH PTY LTD
20,555
Artrya Group- see Annexure A MR PETER ROBERT LEMON MR PETER ROBERT LEMON 10,963
Artrya Group - see Annexure A MR BENJAMIN RICHARD LISLE &
MS GINASARASA LISLE
MR BENJAMIN RICHARD LISLE &
MS GINASARASA LISLE
912,038
Artrya Group - see Annexure A MAINPART HOLDINGS PTY LTD MAINPART HOLDINGS PTY LTD 370,370
Artrya Group - see Annexure A MR DAMIAN FRANCIS MARCON &
MS JANICE BARBARA MARCON
MR DAMIAN FRANCIS MARCON &
MS JANICE BARBARA MARCON
22,222
Artrya Group - see Annexure A MARYBOB PTY LTD
MARYBOB PTY LTD
41,111
Artrya Group-seeAnnexureA MRCALUM MCBAIN MRCALUM MCBAIN 5,481
Artrya Group - see Annexure A MR ANDREW MCMILLAN &
MRS SALLY MCMILLAN FUND A/C>
MR ANDREW MCMILLAN &
MRS SALLY MCMILLAN
27,407
Artrya Group - see Annexure A MERRIWEE PTY LTD
MERRIWEE PTY LTD
82,222
Artrya Group - see Annexure A MID MANHATTAN PTY LTD
MID MANHATTAN PTY LTD
126,666
Artrya Group - see Annexure A MONTROSE INVESTMENTS (WA) PTY
LTD
MONTROSE INVESTMENTS (WA) PTY
LTD
575,926
Artrya Group - see Annexure A MRKAT PTY LTD
MRKAT PTY LTD
10,963
Artrya Group - see Annexure A MSR NOMINEES PTY LIMITED MSR NOMINEES PTY LIMITED 41,111
Artrya Group - see Annexure A MURROON PTY LTD
MURROON PTY LTD
47,963
Artrya Group - see Annexure A MR PAUL ERNEST NEILSEN &
MS JULIE LOUISE NEILSEN
MR PAUL ERNEST NEILSEN &
MS JULIE LOUISE NEILSEN
685,186
Artrya Group - see Annexure A NG & GI HOLDINGS PTY LTD
NG & GI HOLDINGS PTY LTD
13,704
Artrya Group - see Annexure A MR JEREMY NYMAN &
MS JILL NYMAN
MR JEREMY NYMAN &
MS JILL NYMAN
412,038
Artrya Group - see Annexure A PAC PARTNERS SECURITIES
PTY LTD
PAC PARTNERS SECURITIES
PTY LTD
12,594
Artrya Group - see Annexure A PERRY STREET PTY LTD
PERRY STREET PTY LTD
20,555
Artrya Group - see Annexure A P K CAPITAL PTY LTD P K CAPITAL PTY LTD 41,111
Artrya Group - see Annexure A PLAIN FLYING PTY LTD
PLAIN FLYING PTY LTD
20,555
Artrya Group - see Annexure A RESONANT CAPITAL PTY LTD RESONANT CAPITAL PTY LTD 13,704
Artrya Group - see Annexure A MR GREGORY JOHN RICH &
MRS JENNIFER LOUISE RICH
MR GREGORY JOHN RICH &
MRS JENNIFER LOUISE RICH
2,741
Artrya Group - see Annexure A RICHCAB PTY LTD
<DALE MCKENZIESUPER FUND A/C
RICHCAB PTY LTD
<DALE MCKENZIESUPER FUND A/C
1,696,760
Artrya Group - see Annexure A MR ADAM JAMES RIDGEWAY MR ADAM JAMES RIDGEWAY 111,111
Artrya Group - see Annexure A ROBINSON HOUSE PTY LTD
ROBINSON HOUSE PTY LTD
20,555
Artrya Group - see Annexure A MS PAULA MARIA ROGERS MS PAULA MARIA ROGERS 1,250,000
Artrya Group - see Annexure A MR EDMUND ROUSE &
MRSANGELA ROUSE
MR EDMUND ROUSE &
MRSANGELA ROUSE
16,296
Artrya Group - see Annexure A CELINE ROYET CELINE ROYET 74,074
Artrya Group - see Annexure A RUBI HOLDINGS PTY LTD
RUBI HOLDINGS PTY LTD
1,080,000
Artrya Group - see Annexure A SARION PTY LTD
SARION PTY LTD
662,038
Artrya Group - see Annexure A SIX UNDER PTY LTD
SIX UNDER PTY LTD
37,038
Artrya Group - see Annexure A MRS CHRISTINE ANNE SMITH
MRS CHRISTINE ANNE SMITH
54,815
Artrya Group - see Annexure A STANLEY ROGER PTY LTD STANLEY ROGER PTY LTD 1,074,074
Artrya Group - see Annexure A STRATHCONA SUPER PTY LTD STRATHCONA SUPER PTY LTD 13,704
Artrya Group - see Annexure A TAMBOURINEMAN PTY LTD TAMBOURINEMAN PTY LTD 61,852
Artrya Group-seeAnnexureA TBB NSW PTY LTD TBB NSW PTY LTD 68,519
Artrya Group - see Annexure A TEESDALE INVESTMENT AND
MANAGEMENT PTY LTD
TEESDALE INVESTMENT AND
MANAGEMENT PTY LTD
540,741
Artrya Group-seeAnnexureA TEMOREX PTY LTD TEMOREX PTY LTD 185,185
Artrya Group - see Annexure A TIGA TRADING PTY LTD TIGA TRADING PTY LTD 466,135
Artrya Group - see Annexure A MR PHILIP TRUEMAN &
MRS HEIDI TRUEMAN
MR PHILIP TRUEMAN &
MRS HEIDI TRUEMAN
13,704
Artrya Group - see Annexure A MR ROBERT VELLETRI &
MRS FRANCINE VELLETRI
MR ROBERT VELLETRI &
MRS FRANCINE VELLETRI
54,815
Artrya Group - see Annexure A VERITA HOLDINGS PTY LTD
VERITA HOLDINGS PTY LTD
13,704
Artrya Group - see Annexure A WATERMARK FUNDS MANAGEMENT
PTY LTD
WATERMARK FUNDS MANAGEMENT
PTY LTD
137,037
Artrya Group - see Annexure A MR THOMAS WEIR &
MRS HELEN WEIR
MR THOMAS WEIR &
MRS HELEN WEIR
6,852
Artrya Group - see Annexure A YALABA PTY LTD
YALABA PTY LTD
824,074
Artrya Group - see Annexure A MS HEATHER JEAN ZAMPATTI MS HEATHER JEAN ZAMPATTI 662,038
ASX Escrow
Artrya Group - see Annexure B ABALAY SUPER PTY LTD SUPERFUND> ABALAY SUPER PTY LTD SUPERFUND> 79,125
Artrya Group - see Annexure B ABALAY SUPER PTY LTD A/C> ABALAY SUPER PTY LTD A/C>
158,249
Artrya Group - see Annexure B ALEX & OSCAR INVESTMENTS PTY LTD SUPER FUND A/C> ALEX & OSCAR INVESTMENTS PTY LTD SUPER FUND A/C> 3,659
Artrya Group - see Annexure B AMIRREZA BARZEGARI & MS SIMONE
BARZEGARI
AMIRREZA BARZEGARI & MS SIMONE
BARZEGARI
98,906
Artrya Group - see Annexure B ANTHONY GERARD GRAY HOLDINGS PTY LTD
ANTHONY GERARD GRAY HOLDINGS PTY LTD
14,638
Artrya Group - see Annexure B BIT INVESTMENTS PTY LTD A/C> BIT INVESTMENTS PTY LTD A/C> 3,660
Artrya Group- see Annexure B BLACKCAT HOLDINGSPTY LTD BLACKCAT HOLDINGSPTY LTD 7,319
Artrya Group - see Annexure B BNGFAMILY PTY LTD BNGFAMILY PTY LTD 21,957
Artrya Group - see Annexure B BODHI INVESTMENT LIMITED BODHI INVESTMENT LIMITED 87,828
Artrya Group - see Annexure B BRENT AND MICHELLE SUPERANNUATION FUND
PTY LTD

BRENT AND MICHELLE SUPERANNUATION
FUND PTY LTD
19,781
Artrya Group - see Annexure B CARR FAMILY PTY LIMITED CARR FAMILY PTY LIMITED 5,855
Artrya Group - see Annexure B CELINE ROYET CELINE ROYET 39,563
Artrya Group - see Annexure B CHRYSOINVESTMENTSPTY LTD CHRYSOINVESTMENTSPTY LTD 19,781
Artrya Group - see Annexure B CITICORP NOMINEES PTY LTD DMP AST MGT AC> CITICORP NOMINEES PTY LTD DMP AST MGT AC> 43,519
Artrya Group - see Annexure B CLAPSY PTY LTD CLAPSY PTY LTD 7,319
Artrya Group - see Annexure B COSCOGPTY LTD COSCOGPTY LTD 43,914
Artrya Group - see Annexure B CRASSULAOVATA PTY LTD CRASSULAOVATA PTY LTD 39,563
Artrya Group - see Annexure B CS THIRD NOMINEES PTY LIMITED NOM AULTD 13A/C> CS THIRD NOMINEES PTY LIMITED NOM AULTD 13A/C> 439,142
Artrya Group - see Annexure B CYCAPITAL PTY LTD CYCAPITAL PTY LTD 14,638
Artrya Group - see Annexure B DAVSAM PTY LTD FUND A/C> DAVSAM PTY LTD FUND A/C> 41,540
Artrya Group - see Annexure B DELCANHO INVESTMENTS PTY LTD DELCANHOFAMILY A/C> DELCANHO INVESTMENTS PTY LTD DELCANHOFAMILY A/C> 19,781
Artrya Group - see Annexure B DELUZO INVESTMENTS PTY LTD FAMILY A/C> DELUZO INVESTMENTS PTY LTD FAMILY A/C> 14,638
Artrya Group - see Annexure B DEMPSEY CAPITAL PTY LTD FUND A/C> DEMPSEY CAPITAL PTY LTD FUND A/C> 439,142
Artrya Group-seeAnnexureB DERIDA PTY LTD DERIDA PTY LTD 14,638
Artrya Group - see Annexure B EMERGING EQUITIES PTY LTD EQUITIESA/C> EMERGING EQUITIES PTY LTD EQUITIESA/C> 7,912
Artrya Group - see Annexure B EQUACOM CORPORATION PTY LTD PENSION FUND A/C> EQUACOM CORPORATION PTY LTD PENSION FUND A/C> 14,638
Artrya Group - see Annexure B FIFTY-SECOND CELEBRATION PTY LTD
FIFTY-SECOND CELEBRATION PTY LTD
29,276
Artrya Group - see Annexure B FORDHOLM CONSULTANTS PTY LTD BOEHMESUPER FUND A/C> FORDHOLM CONSULTANTS PTY LTD BOEHMESUPER FUND A/C> 73,190
Artrya Group - see Annexure B GATFIELD PTY LTD
GATFIELD PTY LTD A/C>
7,319
Artrya Group-seeAnnexureB GAZITON PTY LTD GAZITON PTY LTD 79,125
Artrya Group - see Annexure B GOLDCELL INVESTMENTS PTY LTD SUPER FUND A/C> GOLDCELL INVESTMENTS PTY LTD SUPER FUND A/C> 197,81
Artrya Group-seeAnnexureB GPSECURITIESPTY LTD GPSECURITIESPTY LTD 36,595
Artrya Group - see Annexure B HERB SUPER PTY LTD FUND A/C> HERB SUPER PTY LTD FUND A/C> 7,319
Artrya Group - see Annexure B HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA)
LIMITED
95,938
Artrya Group- see Annexure B HUDSONCONWAY INVESTMENTSPTY LTD HUDSONCONWAY INVESTMENTSPTY LTD 112,752
Artrya Group - see Annexure B IAN SANDOVER & ASSOCIATES PTY LTD
IAN SANDOVER & ASSOCIATES PTY LTD
19,781
Artrya Group - see Annexure B INCURIOUS PTY LTD FUND A/C> INCURIOUS PTY LTD FUND A/C> 27,693
Artrya Group - see Annexure B INNER BEGINNING PTY LTD SHARPESUPER FUND A/C> INNER BEGINNING PTY LTD SHARPESUPER FUND A/C> 3,659
Artrya Group-seeAnnexureB JBARLOWCONSULTANTSPTY LTD JBARLOWCONSULTANTSPTY LTD 2,928
Artrya Group - see Annexure B J C O'SULLIVAN PTY LTD S/F A/C> J C O'SULLIVAN PTY LTD S/F A/C> 29,276
Artrya Group - see Annexure B J C VICKERS-WILLIS PTY LTD WILLISFAM A/C> J C VICKERS-WILLIS PTY LTD WILLISFAM A/C> 7,319
Artrya Group - see Annexure B JEDINA HOLDINGS PTY LTD SUPER FUND IH A/C> JEDINA HOLDINGS PTY LTD SUPER FUND IH A/C> 39,563
Artrya Group - see Annexure B JOLSON SUPER FUND PTY LTD SUPERANNUATION FUND> JOLSON SUPER FUND PTY LTD SUPERANNUATION FUND> 18,990
Artrya Group - see Annexure B KOREL CORP PTY LTD FUND A/C> KOREL CORP PTY LTD FUND A/C> 98,906
Artrya Group - see Annexure B LASCELLES RIDGE PTY LTD SUPERANNUATION FUND> LASCELLES RIDGE PTY LTD SUPERANNUATION FUND> 59,344
Artrya Group-seeAnnexureB LD FIFTY PTY LTD LD FIFTY PTY LTD 2,928
Artrya Group-seeAnnexureB LEBEANER PTY LTD LEBEANER PTY LTD 2,196
Artrya Group-seeAnnexureB LEHASH PTY LTD LEHASH PTY LTD 10,979
Artrya Group - see Annexure B MACNEE HOLDINGS PTY LTD EXTENDED FAMILIESA/C> MACNEE HOLDINGS PTY LTD EXTENDED FAMILIESA/C> 8,704
Artrya Group-seeAnnexureB MAINPART HOLDINGSPTY LTD MAINPART HOLDINGSPTY LTD 197,812
Artrya Group - see Annexure B MAINSTREAM FUND SERVICES PTY LTD AUSTRALIANSMALLCOA/C> MAINSTREAM FUND SERVICES PTY LTD AUSTRALIANSMALLCOA/C> 43,519
Artrya Group-seeAnnexureB MARYBOB PTY LTD MARYBOB PTY LTD 21,957
Artrya Group - see Annexure B MERRIWEE PTY LTD A/C> MERRIWEE PTY LTD A/C> 43,914
Artrya Group - see Annexure B MID MANHATTAN PTY LTD MANHATTANS/F A/C> MID MANHATTAN PTY LTD MANHATTANS/F A/C> 67,651
Artrya Group - see Annexure B MIKE JEFFERIES & J JEFFERIES JEFFERIES SUPER FUND A/C> MIKE JEFFERIES & J JEFFERIES JEFFERIES SUPER FUND A/C> 98,906
Artrya Group - see Annexure B MONTROSE INVESTMENTS (WA) PTY LTD
MONTROSE INVESTMENTS (WA) PTY LTD
174,074
Artrya Group - see Annexure B MR ALEXANDER BEARD & MRS PASCALE MARIE
BEARD
MR ALEXANDER BEARD & MRS PASCALE MARIE
BEARD
7,319
Artrya Group-seeAnnexureB MR ANDREW MALCOLM ATKINS MR ANDREW MALCOLM ATKINS 2,928
Artrya Group - see Annexure B MR ANDREW MCMILLAN & MRS SALLY
MCMILLAN
MR ANDREW MCMILLAN & MRS SALLY
MCMILLAN
1,4638
Artrya Group-seeAnnexureB MR ANTONY MCGREGOR RONALDGUNN MR ANTONY MCGREGOR RONALDGUNN 2,928
Artrya Group - see Annexure B MR BENJAMIN RICHARD LISLE & MS GINA
SARASA LISLE
MR BENJAMIN RICHARD LISLE & MS GINA
SARASA LISLE
19,781
Artrya Group - see Annexure B MR BRUCE A ANDERSON U/A/D03-16-2011 A/C> MR BRUCE A ANDERSON U/A/D03-16-2011 A/C>
39,563
Artrya Group-seeAnnexureB MRCALUM MCBAIN MRCALUM MCBAIN 2,928
Artrya Group - see Annexure B MR DAMIAN FRANCIS MARCON & MS JANICE
BARBARA MARCON
MR DAMIAN FRANCIS MARCON & MS JANICE
BARBARA MARCON
11869
Artrya Group - see Annexure B MR DAVID JOHN DOWNIE & MRS SUSAN
MARGARET DOWNIE
MR DAVID JOHN DOWNIE & MRS SUSAN
MARGARET DOWNIE
1,464
Artrya Group-seeAnnexureB MR DEANJONATHAN PRICE MR DEANJONATHAN PRICE 2,928
Artrya Group - see Annexure B MR EDMUND ROUSE & MRS ANGELA ROUSE
MR EDMUND ROUSE & MRS ANGELA ROUSE
8,704
Artrya Group - see Annexure B MR EDWARD JAMES DOWLING & MRS ANDREA
ELIZABETH DOWLING
MR EDWARD JAMES DOWLING & MRS ANDREA
ELIZABETH DOWLING
7,319
Artrya Group - see Annexure B MR GREGORY JOHN RICH & MRS JENNIFER
LOUISE RICH
MR GREGORY JOHN RICH & MRS JENNIFER
LOUISE RICH
1,464
Artrya Group - see Annexure B MR HUGH JOHN CAMERON & MRS HEATHER
MARGARET CAMERON FUND A/C>
MR HUGH JOHN CAMERON & MRS HEATHER
MARGARET CAMERON FUND A/C>
43,914
Artrya Group - see Annexure B MR IANCOBBLE&MRS CHERYLCOBBLE MR IANCOBBLE&MRS CHERYLCOBBLE 7,319
Artrya Group-seeAnnexureB MRJAMES CUTLER MRJAMES CUTLER 3,659
Artrya Group-seeAnnexureB MRJAMES JOHNGORDON MRJAMES JOHNGORDON 7,319
Artrya Group - see Annexure B MR JEREMY NYMAN & MS JILL NYMAN NYMAN FAMILY A/C> MR JEREMY NYMAN & MS JILL NYMAN NYMAN FAMILY A/C> 19,781
Artrya Group - see Annexure B MR JOHN EDGAR FERGUSON & MS JANE
FERGUSON SIMPSON FUND A/C>
MR JOHN EDGAR FERGUSON & MS JANE
FERGUSON SIMPSON FUND A/C>
29,276
Artrya Group- see Annexure B MR JORDAN MASON MR JORDAN MASON 3,659
Artrya Group - see Annexure B MR MARK DOUGLAS GUBBINS & MRS ANNA
BRIDGET GUBBINS FUND A/C>
MR MARK DOUGLAS GUBBINS & MRS ANNA
BRIDGET GUBBINS FUND A/C>
3,659
Artrya Group - see Annexure B MR MATTHEW JAMES COOK & MRS KYLIE
NUSKE
MR MATTHEW JAMES COOK & MRS KYLIE
NUSKE
29,276
Artrya Group - see Annexure B MR MICHAEL IWANIW & MRS OKSANA IWANIW
MR MICHAEL IWANIW & MRS OKSANA IWANIW
6,441
Artrya Group - see Annexure B MR MICHAEL KEITH KELSO & MRS ALEXANDRA
LOUISE KELSO
MR MICHAEL KEITH KELSO & MRS ALEXANDRA
LOUISE KELSO
14,638
Artrya Group - see Annexure B MR PAUL ERNEST NEILSEN & MS JULIE LOUISE
NEILSEN
MR PAUL ERNEST NEILSEN & MS JULIE LOUISE
NEILSEN
98,906
Artrya Group - see Annexure B MR PAUL NICHOLAS BRIDGEFORD & MISS ANNA
BRIDGEFORD
MR PAUL NICHOLAS BRIDGEFORD & MISS ANNA
BRIDGEFORD

14,638
Artrya Group-seeAnnexureB MR PETER DARBY&MRSROBYN DARBY MR PETER DARBY&MRSROBYN DARBY 3,659
Artrya Group-seeAnnexureB MR PETER ROBERT LEMON MR PETER ROBERT LEMON 5,855
Artrya Group - see Annexure B MR PHILIP TRUEMAN & MRS HEIDI TRUEMAN
MR PHILIP TRUEMAN & MRS HEIDI TRUEMAN
7,319
Artrya Group - see Annexure B MR ROBERT VELLETRI & MRS FRANCINE
VELLETRI
MR ROBERT VELLETRI & MRS FRANCINE
VELLETRI
29,276
Artrya Group - see Annexure B MR ROWAN GALBRAITH & MRS ELIZABETH
GALBRAITH
MR ROWAN GALBRAITH & MRS ELIZABETH
GALBRAITH
21,957
Artrya Group-seeAnnexureB MRSCOTT BARROW MRSCOTT BARROW 5,855
Artrya Group-seeAnnexureB MRSIMON HALE MRSIMON HALE 3,659
Artrya Group - see Annexure B MR THOMAS WEIR & MRS HELEN WEIR SUPER FUND A/C> MR THOMAS WEIR & MRS HELEN WEIR SUPER FUND A/C> 3,659
Artrya Group - see Annexure B MR TIMOTHY CHARLES HEUZE HOGG & MRS
KATHERINE MARGOT HOGG FUND A/C>
MR TIMOTHY CHARLES HEUZE HOGG & MRS
KATHERINE MARGOT HOGG FUND A/C>
14,638
Artrya Group - see Annexure B MR WARWICK HAMILTON HIGGNBOTHAM
MR WARWICK HAMILTON HIGGNBOTHAM
3,659
Artrya Group - see Annexure B MRKAT PTY LTD A/C> MRKAT PTY LTD A/C> 5,855
Artrya Group - see Annexure B MRS ALEXANDRA LOUISE KELSO & MR MICHAEL
KEITH KELSO

MRS ALEXANDRA LOUISE KELSO & MR MICHAEL
KEITH KELSO

14,638
Artrya Group- see Annexure B MRSANNABELLCORBETTGORDON MRSANNABELLCORBETTGORDON 10,979
Artrya Group - see Annexure B MRS CHRISTINE ANNE SMITH A/C> MRS CHRISTINE ANNE SMITH A/C> 29,276
Artrya Group-seeAnnexureB MRSELIZABETHJESSLITCHFIELD MRSELIZABETHJESSLITCHFIELD 1,524
Artrya Group - see Annexure B MRS MELISSA DWYER A/C> MRS MELISSA DWYER A/C> 58,552
Artrya Group-seeAnnexureB MSHEATHERJEAN ZAMPATTI MSHEATHERJEAN ZAMPATTI 19,781
Artrya Group- see Annexure B MSR NOMINEESPTY LIMITED MSR NOMINEESPTY LIMITED 21,957
Artrya Group - see Annexure B MURROON PTY LTD MURROON PTY LTD 25,617
Artrya Group - see Annexure B NADIA DENSTON NADIA DENSTON 1,978
Artrya Group - see Annexure B NG & GI HOLDINGS PTY LTD INVESTMENT A/C> NG & GI HOLDINGS PTY LTD INVESTMENT A/C> 7,319
Artrya Group - see Annexure B ONE MANAGED INVESTMENT FUNDS LIMITED
ONE MANAGED INVESTMENT FUNDS LIMITED
58,552
Artrya Group-seeAnnexureB P KCAPITAL PTY LTD P KCAPITAL PTY LTD 21,957
Artrya Group-seeAnnexureB PACPARTNERS SECURITIESPTY LTD PACPARTNERS SECURITIESPTY LTD 6,726
Artrya Group-seeAnnexureB PERRYSTREET PTY LTD PERRYSTREET PTY LTD 10,979
Artrya Group - see Annexure B PLAIN FLYING PTY LTD FUND A/C> PLAIN FLYING PTY LTD FUND A/C> 10,979
Artrya Group - see Annexure B RESONANTCAPITAL PTY LTD RESONANTCAPITAL PTY LTD 7,319
Artrya Group - see Annexure B RICHCAB PTY LTD FUND A/C> RICHCAB PTY LTD FUND A/C> 13,8468
Artrya Group - see Annexure B ROBINSON HOUSE PTY LTD FUND A/C> ROBINSON HOUSE PTY LTD FUND A/C>
10,979
Artrya Group - see Annexure B RUBI HOLDINGS PTY LTD A/C> RUBI HOLDINGS PTY LTD A/C> 576,818
Artrya Group-seeAnnexureB SARION PTY LTD SARION PTY LTD 19,781
Artrya Group - see Annexure B SIX UNDER PTY LTD FUND A/C> SIX UNDER PTY LTD FUND A/C> 19,781
Artrya Group-seeAnnexureB STANLEY ROGER PTY LTD STANLEY ROGER PTY LTD 39,563
Artrya Group - see Annexure B STRATHCONA SUPER PTY LTD SUPER FUND A/C> STRATHCONA SUPER PTY LTD SUPER FUND A/C> 7,319
Artrya Group-seeAnnexureB TAMBOURINEMAN PTY LTD TAMBOURINEMAN PTY LTD 33,034
Artrya Group-seeAnnexureB TBB NSW PTY LTD TBB NSW PTY LTD 36,595
TEESDALE INVESTMENT AND MANAGEMENT
PTY LTD
TEESDALE INVESTMENT AND MANAGEMENT
PTY LTD
21,759
Artrya Group - see Annexure B TEMOREX PTY LTD TEMOREX PTY LTD 98,906
Artrya Group-seeAnnexureB THE EDGE MEDIA PTY LTD THE EDGE MEDIA PTY LTD 2,928
Artrya Group - see Annexure B THE ELSIE CAMERON FOUNDATION PTY LTD
THE ELSIE CAMERON FOUNDATION PTY LTD
292,761
Artrya Group-seeAnnexureB TIGA TRADINGPTY LTD TIGA TRADINGPTY LTD 249,011
Artrya Group - see Annexure B VERITA HOLDINGS PTY LTD FUND A/C> VERITA HOLDINGS PTY LTD FUND A/C> 7,319
Artrya Group - see Annexure B WASHINGTON H SOUL PATTINSON & COMPANY
LIMITED
WASHINGTON H SOUL PATTINSON & COMPANY
LIMITED
109,785
Artrya Group - see Annexure B WATERMARK FUNDS MANAGEMENT PTY LTD
WATERMARK FUNDS MANAGEMENT PTY LTD
73,190
Artrya Group- see Annexure B WILBOWGROUP PTY LTD WILBOWGROUP PTY LTD 36,595
Artrya Group-seeAnnexureB YALABA PTY LTD YALABA PTY LTD 39,562
Artrya Group-seeAnnexure C JOHN BARRINGTON JOHN BARRINGTON 7,117,945
Artrya Group - see Annexure C MS ERIKA HENRIETTE KONSTANTOPOULOS
MS ERIKA HENRIETTE KONSTANTOPOULOS
6,999,258
Artrya Group - see Annexure C KEEBLE NOMINEES PTY LTD
KEEBLE NOMINEES PTY LTD
854,378
Artrya Group-seeAnnexure C ADAMJAMESRIDGEWAY ADAMJAMESRIDGEWAY 638,889

5. Consideration

follows:

Holder of relevant
interest
Date of
acquisition
Consideration (9) Class and number of securities
Artrya Group 23/11/2021 Nil. Relevant interest acquired pursuant to entry into escrow
arrangements described in paragraph 3.
47,020,822 Shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association
Artrya Medical IP Pty Ltd ACN 651 301
576
Subsidiary of Artrya Limited

7. Addresses

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

Name Address
Artrya Limited
Each shareholder above
Suite 14A, Level 3, 88 Broadway, Crawley WA 6009
C/- Suite 14A, Level 3, 88 Broadway, Crawley WA 6009

Signature

print name Nathan Bartrop capacity Company Secretary

sign here

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date 26/11/2021

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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

  • (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.

  • (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) 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.

ASIC form 603 – Annexure A

Annexure “A”

This is Annexure “A” of 14 pages referred to in the Form 603 (Notice of Initial Substantial Holder), signed by me and dated 26 November 2021

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Nathan Bartrop

Company Secretary Artrya Limited

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Voluntary escrow deed

Date► 2021
Between the parties
Company
Artrya Limited (ACN 624 005 741)
of Suite 14A, Level 3, 88 Broadway, Crawley WA 6009
Controller
The party identified in Item 3 of Schedule 1
Holder
The party identified in Item 1 of Schedule 1
Background
1
The Company intends to list on ASX and offer Shares in the
Company in the Offer made pursuant to the Prospectus.
2
Certain Shares in the Company that the Holder holds or will
hold will be held by the Holder as Restricted Shares for the
Escrow Period on the terms set out in this deed.

This deed witnesses as follows:

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1 Definitions and interpretation

1.1 Definitions

The meanings of the terms used in this deed are set out below.

Term Meaning
Allotment Date the date Shares are issued pursuant to the Prospectus.
ASIC the Australian Securities and Investments Commission.
ASX ASX Limited (ACN 008 624 691) or the market it operates as the
context requires.
ASX Settlement ASX Settlement Pty Ltd (ABN 49 008 504 532).
Business Day a day on which banks are open for business in Sydney, other than a
Saturday, Sunday or public holiday in Sydney.
Business Hour 9.00 am to 5.00 pm on any Business Day.
Controller Interest the securities, economic interests or other interests in the Holder or
the Restricted Shares in which the Controller (if any) has a direct or
indirect interest and each intermediate entity through which that
interest occurs, as set out in Item 3 of Schedule 1.
Corporations Act Corporations Act 2001(Cth).
Dealing in respect of any Restricted Share or Controller Interest, means to
directly or indirectly:
1.
sell, assign, transfer or otherwise Dispose of, or agree or offer
to sell, assign, transfer or otherwise Dispose of, that Restricted
Share or Controller Interest or any legal, beneficial or economic
interest in that Restricted Share or Controller Interest;
2.
create, or agree or offer to create, any Security Interest in that
Restricted Share or Controller Interest or any legal, beneficial or
economic interest in that Restricted Share or Controller Interest;
3.
enter into any option which, if exercised, enables or requires the
relevant security holder to sell, assign, transfer or otherwise
Dispose of that Restricted Share or Controller Interest; or

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1 Definitions and interpretation

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Term Meaning
4.
do, or omit to do, any act if the act or omission would have the
effect of transferring effective ownership or control of that
Restricted Share or Controller Interest or any legal, beneficial or
economic interest in that Restricted Share or Controller Interest,
andDealhas a corresponding meaning.
Dispose has the meaning given to that term in the Listing Rules.
Escrow Period the period set out in Item 2 of Schedule 1.
Governmental Agency any government (in any jurisdiction, whether federal, state, territorial
or local), or representative of a government (including any minister,
department, office, commission, delegate, instrumentality, agency,
board, authority or organisation of any government or in which any
government is interested) or any governmental, semi-governmental,
administrative, fiscal, regulatory, self-regulatory or judicial body,
department, commission, authority, tribunal, agency, competition
authority or entity in Australia. It includes without limitation, ASIC,
any non-government regulatory authority including the ASX and any
other stock exchange.
Holder the party specified in Item 1 of Schedule 1.
Holding Lock has the meaning in Section 2 of the Settlement Operating Rules.
Issuer Sponsored the part of the Company’s register for shares that is administered by
Subregister the Company (and not ASX Settlement) and records uncertificated
holdings of Shares.
Listing Rules the listing rules of the ASX (or such other financial market on which
the Company is listed) and any other rules of the ASX (or such other
financial market as the Company is listed) which are applicable while
the Company is admitted to the official list of the ASX (or such other
financial market on which the Company is listed), each as amended
or replaced from time to time, except to the extent of any express
written waiver by the ASX (or such other financial market on which
the Company is listed).
Offer the offer of Shares pursuant to the Prospectus.
Offer Price has the meaning given to that term in the Prospectus.

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1 Definitions and interpretation

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Term Meaning
Prospectus the prospectus issued by the Company dated on 15 October 2021
and lodged with ASIC on that date.
Restricted Securities has the meaning given to that term in the Listing Rules.
Restricted Shares 1.
all of the Shares in the Company held by the Holder on the
Allotment Date, excluding:
a.
any Shares acquired by the Holder under the Offer
(including, for the avoidance of doubt, any Shares acquired
under the Offer and Priority Offer, each as defined in the
Prospectus); and
b.
those Shares which are classified by ASX as “Restricted
Securities”; and
2.
any securities in the Company attaching to or arising out of
those Shares.
Security Interest an interest or power:
1.
reserved in or over an interest in any securities including, but
not limited to, any retention of title;
2.
created or otherwise arising in or over any interest in any
securities under a bill of sale, mortgage, charge, lien, pledge,
trust or power; and
3.
any agreement to grant or create any interest or power referred
to in paragraphs (1) or (2) of this definition.
Settlement Operating the operating rules of ASX Settlement.
Rules
Share an ordinary share in the Company.
Trading Day a ‘trading day’ as defined in the Listing Rules.
Voluntary Escrow a voluntary escrow deed entered into in connection with the initial
Deed public offering of Shares in the Company.

1.2 Interpretation

In this deed (including the recitals) unless the contrary intention appears:

(a) the singular includes the plural and vice versa;

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2 Escrow

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  • (b) a reference to a party includes its successors, personal representatives and transferees;

  • (c) words and expressions defined in the Listing Rules, and not in this deed, have the meanings given to them in the Listing Rules;

  • (d) every warranty or agreement (expressed or implied) in which more than one person is joined, binds them individually and any combination of them as a group;

  • (e) references to "applicable law" include all laws and regulations of jurisdictions applicable to the Company, or its related bodies corporate, as the case may be (including the Corporations Act and any other laws and regulations of a jurisdiction outside Australia), and rules, policies, official directives, orders or requirements of any Governmental Agency, including the Listing Rules, Settlement Operating Rules and the applicable listing requirements of the ASX, except to the extent compliance is modified, waived or exempted in favour of a person in the relevant circumstances; and

  • (f) the schedules form part of this deed.

1.3 Compliance with Listing Rules

For so long as the Company is listed on the official list of the ASX:

  • (a) notwithstanding anything contained in this deed, if the Listing Rules prohibit an act being done, that act must not be done;

  • (b) nothing contained in this deed prevents an act being done that the Listing Rules require to be done;

  • (c) if the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be);

  • (d) if the Listing Rules require this deed to contain a provision and it does not contain such a provision, this deed is deemed to contain that provision;

  • (e) if the Listing Rules require this deed not to contain a provision and it contains such a provision, this deed is deemed not to contain that provision; and

  • (f) if any provision of this deed is or becomes inconsistent with the Listing Rules, this deed is deemed not to contain that provision to the extent of the inconsistency.

2 Escrow

2.1 Holder restrictions during Escrow Period

Subject to clause 2.4, the Holder must not Deal in the Restricted Shares during the Escrow Period.

2.2 Controller restrictions during Escrow Period

Subject to clause 2.4, each Controller must not Deal in the Controller Interests during the Escrow Period.

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2.3 Escrow restrictions

The parties acknowledge and agree that:

  • (a) as soon as practicable following the issue or transfer of the Restricted Shares to the Holder or the commencement of trading of the Restricted Shares on the ASX pursuant to the Offer, as applicable, the Restricted Shares will be registered and held for the Holder on the Issuer Sponsored Subregister;

  • (b) the Company will apply a Holding Lock to the Restricted Shares as soon as practicable after registration of the Restricted Shares on the Issuer Sponsored Subregister and the Holder hereby agrees to the application of the Holding Lock;

  • (c) the Company will do all things necessary to ensure that the Holding Lock is released:

  • (1) to the extent necessary to permit disposals of Restricted Shares permitted by this deed; and

  • (2) in full at the conclusion of the Escrow Period, including notifying ASX that the Restricted Shares will be released from the Holding Lock, in accordance with the timing requirements set out in Listing Rule 3.10A; and

  • (d) if any Shares held by the Holder are classified by ASX as “Restricted Securities” and the period of escrow that applies to those Shares in accordance with the Listing Rules expires during the Escrow Period under this deed, those Shares will from that time be treated as Restricted Shares for the duration of the Escrow Period in accordance with this deed.

2.4

Exception

During the Escrow Period, the Holder or a Controller may Deal in any of its Restricted Shares or Controller Interests (as relevant) if the Dealing arises solely as a result of:

  • (a) the acceptance of a bona fide takeover bid made under Chapter 6 of the Corporations Act in respect of the Shares, provided that the holders of at least half of the Shares that are not subject to any Voluntary Escrow Deed nor classified as Restricted Securities, and to which the offers under the bid relate, have accepted the bid; or

  • (b) the transfer or cancellation of the Shares as part of a scheme of arrangement relating to the Company under Part 5.1 of the Corporations Act,

provided, in each case, that, if for any reason any or all Restricted Shares are not transferred or cancelled in accordance with such a takeover bid or scheme of arrangement, then the Holder agrees that the restrictions applying to the Restricted Shares under this deed will continue to apply and without limiting the foregoing, the Holding Lock will be reapplied to all Restricted Shares not so transferred or cancelled;

  • (c) an:

  • (1) equal access share buyback;

  • (2) equal access capital return; or

  • (3) equal access capital reduction,

in each case made in accordance with the Corporations Act; or

  • (d) a requirement of applicable law (including an order of a court of competent jurisdiction).

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3 Termination

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2.5 Notice

If the Holder or a Controller becomes aware:

(a) that a Dealing in any Restricted Shares or Controller Interests has occurred, or is likely to occur, during the Escrow Period; or

(b) of any matter which is likely to give rise to a Dealing in any Restricted Shares or Controller Interests during the Escrow Period,

it must notify the Company as soon as practicable after becoming aware of the actual or potential Dealing or the matters giving rise to the actual or potential Dealing, providing full detail.

3 Termination

This deed terminates automatically:

(a) if the Company is not admitted to the official list of the ASX by 31 December 2021 or

  • (b) when the Holding Lock is released in full in respect of all Restricted Shares.

  • 4 Warranties and acknowledgment

4.1 Giving of warranties

The Holder and Controllers each give the representations and warranties in clause 4.2 in favour of the Company as at:

  • (a) the date of this deed; and

  • (b) at all times until expiry of the Escrow Period.

4.2 Warranties

Each of the Holder and the Controllers jointly and severally represent and warrant that:

(a) it has full power and authority, without the consent of any other person, to enter into and perform its obligations under this deed (including, if the Holder or Controller have entered into this deed as a trustee ( Trustee ), under the trust deed for the relevant trust ( Trust ));

(b) it has taken all necessary action to authorise the execution, delivery and performance of this deed in accordance with its terms;

(c) this deed constitutes legal, valid and binding obligations and, subject to any necessary stamping and registration, is enforceable in accordance with its terms;

(d) the execution, delivery and performance by it of this deed does not and will not violate, breach or result in a contravention of:

  • (1) any applicable law, regulation or authorisation;

(2) its constitution or other constituent documents (or, if the Holder or Controller is a Trustee, the trust deed for the Trust); or

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5 Consequences of breaching this deed

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  • (3) any agreement, undertaking, Security Interest or document which is binding on it;

  • (e) prior to the Escrow Period, it has not done, or omitted to do, any act which would result in it Dealing in Restricted Shares such that it will take effect during the Escrow Period;

  • (f) the Restricted Shares are free from all Security Interests and other third party interests or rights and will remain so during the Escrow Period;

  • (g) there is no person who has, or will have at or immediately following completion of the Offer, any economic or beneficial interest in the equity or Restricted Shares of the Holder other than the Controllers;

  • (h) the Holder holds the Restricted Shares and the Controllers hold the Controller Interests set out in Item 3 of Schedule 1;

  • (i) the Restricted Shares are all the securities, economic interests or other interests that the Holder has directly or indirectly in the Company at the Allotment Date (other than any Restricted Securities and any Shares acquired by the Holder under the Offer);

  • (j) the Controller Interests set out in Item 3 of Schedule 1 are all the securities, economic interests or other interests in the Holder or the Restricted Shares in which each Controller has an interest;

  • (k) if the Holder or Controller is a Trustee, the Trustee is the trustee of the Trust and, to the best of its knowledge and belief, there is no proposal to remove it as trustee of the Trust; and

  • (l) if the Holder or Controller is a Trustee:

  • (1) the Holder or Controller has the right to be fully indemnified out of the assets of the Trust in respect of any liability arising under, or in connection with, this deed and the right has not been modified, released or diminished in any way. The assets of the Trust are sufficient to satisfy that right in full and the Holder or Controller has not released or disposed of its equitable lien over that trust; and

  • (2) the Trust has not been terminated and there is no effective proposal or requirement to wind up, deregister, terminate, reconstitute or resettle the Trust.

4.3 Acknowledgment

Each of the Holder and Controllers acknowledge that a breach of any of the representations and warranties set out in this clause 4 is a breach of this deed.

4.4

Survival of representations and warranties

The representations and warranties in this clause 4 survive termination of this deed.

5 Consequences of breaching this deed

  • (a) If the Holder or a Controller breaches this deed (a Defaulting Party ), each of the following applies:

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6 Amendment

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  • (1) the Company may take the steps necessary to enforce the deed, or to rectify the breach, as soon as practicable after becoming aware of the breach; and

  • (2) the Company may, in addition to its other rights and remedies, refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or conversion of any of the Defaulting Party’s Restricted Shares (this is in addition to other rights and remedies of the Company).

  • (b) If the Holder or a Controller breaches this deed, the Holder and Controllers each acknowledge and agree that such a breach could cause substantial commercial and financial detriment to the Company and other third parties.

  • (c) The parties agree that damages would be an insufficient remedy for breach of clause 2.1 or clause 2.2 and each of the Holder and Controllers agree that the Company is entitled to seek and obtain an injunction or specific performance to enforce the Holder and/or Controller’s obligation under clause 2.1 or clause 2.2 without proof of actual damage and without prejudice to any of its other rights or remedies.

6 Amendment

This deed may not be amended without the prior written consent of the parties.

7 General

7.1 Governing law and jurisdiction

  • (a) This deed is governed by the law in force in New South Wales, Australia.

  • (b) Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this deed.

  • (c) Each party irrevocably waives any objection to the venue of any legal process in these courts on the basis that the process has been brought in an inconvenient forum.

  • (d) Each of the parties irrevocably waives any immunity in respect of its obligations under this deed which that party may acquire from the jurisdiction of any court or any legal process for any reason including, but not limited to, the service of notice, attachment prior to judgment, attachment in aid of execution or execution.

7.2 Counterparts

This deed may be executed in any number of counterparts.

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7 General

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7.3 Further assurances

Each party must do all things and execute all further documents required to give full effect to this deed.

7.4 Notices

A Notice is regarded as given by a party to another party, at the time of delivery of that Notice to the address, or transmission of that Notice by facsimile to the facsimile number, which is specified in the address of that other party, unless in the case of a transmission by facsimile:

  • (a) the machine from which that Notice is transmitted indicates a malfunction in that transmission;

  • (b) that other party gives Notice within the next Business Day, to the firstmentioned party of an incomplete transmission to that other party of the Notice of the first-mentioned party; or

  • (c) that Notice is delivered or transmitted by facsimile, other than during Business Hours, in which case, that Notice is regarded as given by that party at the beginning of the next Business Hour.

7.5

Time of Essence

Time is of the essence to this deed.

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Schedule 1

Details

Item 1 1
Holder
2
Holder address
[insert name]
of [insert address]
Attention: [insert]
Email: [insert]
Item 2 Escrow Period
the period commencing on the Allotment Date and ending on the
date that is 12 months after admission of the Company to the
official list of the ASX and quotation of the Company’s Shares on
the ASX.
Item 3 Controller
[insert name]
Controller Interests
[Controller has an interest in the Holder and the Restricted
Shares through [insert]]

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Signing page

Executed as a deed

Signed sealed and delivered by Artrya Limited by

sign here ► Company Secretary/Director

print name sign here ► Director print name

Holder

Signed sealed and delivered by [insert name of Holder] by

sign heresign here ► Company Secretary/Director Director print name print name

[if Holder is a natural person]

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Signing page

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Holder

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----- Start of picture text -----

Signed sealed and delivered by
[insert name of Holder] in the presence of
sign here ► sign here ►
Witness
print name print name
----- End of picture text -----

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Signing page

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----- Start of picture text -----

Controller
Signed sealed and delivered by
[insert name of Controller]
by
sign here ► sign here ►
Company Secretary/Director Director
print name print name
[if Controller is a natural person]
Controller
Signed sealed and delivered by
[insert name of Controller] in the presence of
sign here ► sign here ►
Witness
print name print name
----- End of picture text -----

Voluntary escrow deed page 13

ASIC form 603 – Annexure B

Annexure “B”

This is Annexure “B” of 2 pages referred to in the Form 603 (Notice of Initial Substantial Holder), signed by me and dated 26 November 2021

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Nathan Bartrop

Company Secretary Artrya Limited

Appendix 9C Restriction notice

To: [HOLDER] (“ You ”)

From: Artrya Limited (“ Entity ”)

Subject: Your securities in the Entity described in item 1 of the schedule below

In accordance with the ASX Listing Rules and the Entity’s constitution, you are hereby given

notice that the securities you hold in the Entity described in item 1 of the schedule below have been classified as “restricted securities”.

This means that for the period (“ escrow period ”) specified in item 2 of the schedule below:

  • A. You must not +dispose of, or agree or offer to +dispose of, the restricted securities except as permitted by the listing rules or by ASX in writing.

  • B. The securities will be kept on the Entity’s +issuer sponsored subregister and will have a +holding lock applied to them.

  • C. You will not be entitled to participate in any return of capital on the restricted securities during the escrow period except as permitted by the listing rules or ASX.

  • D. If you breach the restrictions above you will not be entitled to any dividend or distribution, or to exercise any voting rights, in respect of the +restricted securities for so long as the breach continues.

These restrictions apply to the securities you hold in the Entity described in item 1 of the schedule below and to any other +securities attaching to or arising out of those securities that are “restricted securities” under the listing rules.

Words and expressions defined in the listing rules of ASX, and not in this notice, have the meanings given to them in the listing rules.

Schedule

References to:

  • ‘item 1 of the schedule’ in this Appendix 9C restriction notice means column 1 of the table in this schedule; and

  • ‘item 2 of the schedule’ in this Appendix 9C restriction notice means column 2 of the table in this schedule.

1 Restricted Securities Escrow Period

[INSERT] 19 April 2021 to 19 April 2022

[INSERT] 23 April 2021 to 23 April 2022

Dated 26.10.2021

Signed for Artrya Limited by sign here ► print name

sign here ► print name

ASIC form 603 – Annexure C

Annexure “C”

This is Annexure “C” of 4 pages referred to in the Form 603 (Notice of Initial Substantial Holder), signed by me and dated 26 November 2021

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Nathan Bartrop

Company Secretary

Artrya Limited

Appendix 9A Restriction Deed

We, the persons in:

  • Item 1 of the schedule (“entity”);

  • Item 2 of the schedule (“holder”);

  • Item 3 of the schedule (“controller”),

agree as follows.

Introduction

  • A. The entity intends to issue, or has issued, restricted securities to the holder. The holder has agreed to hold the restricted securities as set out in this deed.

  • B. We enter this deed for the purpose of complying with chapter 9 of the listing rules.

  • C. We acknowledge that the entity’s admission or continued admission to the ASX official list is conditional on the provision of this deed.

Agreement

Escrow restrictions

  1. During the escrow period, the holder must not:

  2. (a) +dispose of, or agree or offer to +dispose of, the restricted securities;

  3. (b) create, or agree or offer to create, any security interest in the restricted securities; or

  4. (c) do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities,

except as permitted in the listing rules or by ASX in writing and anything done in contravention of this clause is not binding on, and will not be recognised as legally effective by, the entity or ASX.

  1. During the escrow period, a controller must not:

  2. (a) +dispose of, or agree or offer to +dispose of, the controller interests;

  3. (b) create, or agree or offer to create, any security interest in the controller interests; or

  4. (c) do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests,

except as permitted in the listing rules or by ASX in writing and anything done in contravention of this clause is not binding on, and will not be recognised as legally effective by, the entity or ASX.

  1. The holder agrees that the restricted securities are to be kept on the entity’s ~~[{~~ ~~if the securities are in a class that is or is to quoted }~~[+] issuer sponsored subregister and are to have a[+] holding lock applied ~~/ {~~ ~~if the securities are not in a class that is or is to quoted } +certificated subregister and the certificates for the securities are to be held in escrow in accordance with the listing rules]~~ for the duration of the escrow period.

ASX Listing Rules Appendix 9A Restriction Deed 01/12/19

Warranties

  1. If item 3 of the schedule is completed, the holder and each[+] controller warrant that:

  2. (a) the holder has the[+] controllers set out in item 3 of the schedule with the controller interests identified in item 6 of the schedule;

  3. (b) there are no other controllers or controller interests; and

  4. (c) the holder and each[+] controller have provided ASX and the entity with all information necessary to properly form an opinion about who is a[+] controller of the holder and who is required to execute this deed.

  5. If item 3 of the schedule is not completed or is marked “nil” or “n/a” (or something equivalent), the holder warrants that:

  6. (a) if the holder is one or more individuals, they are the legal and beneficial owner of the restricted securities;

  7. (b) if the holder is not one or more individuals, the holder has no[+] controller; and

  8. (c) the holder has provided ASX and the entity with all information necessary to properly form an opinion that the holder falls within either (a) or (b) above.

  9. If item 8 of the schedule is completed, the holder warrants that:

  10. (a) full particulars of the security interests which have been created over the restricted securities are set out in item 8;

  11. (b) apart from those security interests, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period; and

  12. (c) a release of those security interests is attached.

  13. If item 8 of the schedule is not completed or is marked “nil” or “n/a” (or something equivalent), the holder warrants that the holder has not created, or agreed to create, any security interests over the restricted securities.

  14. If item 9 of the schedule is completed, the holder and each[+] controller warrant that:

  15. (a) full particulars of security interests which have been created over the controller interests are set out in item 9;

  16. (b) apart from those security interests, the[+] controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period; and

  17. (c) a release of the security interests is attached.

  18. If item 9 of the schedule is not completed or is marked “nil” or “n/a” (or something equivalent), the holder and each[+] controller warrant that the[+] controller has not created, or agreed to create, any security interests over the controller interests.

  19. A breach of any of these warranties is a breach of this deed.

Consequences of breaching this deed

  1. If the holder or a[+] controller breach this deed:

  2. (a) the holder and each[+] controller must take the steps necessary to rectify the breach;

ASX Listing Rules Appendix 9A Restriction Deed 01/12/19

  • (b) the entity must take the steps necessary to enforce the agreement;

  • (c) the entity must refuse to acknowledge any[+] disposal (including, without limitation, to register any transfer) of any of the[+] restricted securities in breach of this deed; and

  • (d) the holder of the[+] restricted securities will cease to be entitled to any dividends or distributions, or to exercise any voting rights, in respect of the[+] restricted securities for so long as the breach continues.

Amendment

  1. This deed must not be terminated, changed or waived without ASX’s written consent.

Counterparts

  1. This deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this deed. Without limiting the foregoing, if the signatures on behalf of one party are on different counterparts, this shall be taken to be, and have the same effect as, signatures on the same counterpart and on a single copy of this deed.

Jurisdiction

  1. The laws of the State of New South Wales apply to this deed. We submit to the exclusive jurisdiction of the courts of that State.

Definitions and interpretation

In this deed:

ASX means ASX Limited.

controller has the same meaning as in the listing rules.

controller interests means the[+] securities or other rights or interests through which a controller controls, or has a substantial economic interest in, the[+] restricted securities or the holder of the[+] restricted securities, full particulars of which are set out in item 7 of the schedule.

escrow period means the period starting on the date set out in item 4 of the schedule and ending on the date set out in item 5 of the schedule.

listing rules mean the ASX Listing Rules, as in force from time to time.

restricted securities means the[+] securities set out in item 6 of the schedule and any +securities attaching to or arising out of those +securities that are restricted securities under the listing rules.

The singular includes the plural and vice versa.

A reference to a party includes its successors, personal representatives and transferees.

Other words and expressions defined in the listing rules, and not in this deed, have the meanings given to them in the listing rules.

Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.

ASX Listing Rules Appendix 9A Restriction Deed 01/12/19

Schedule

  1. Entity’s name and address: Artrya Limited (ACN 624 005 741) ( Artrya ) of Suite 14A, Level 3, 88 Broadway, Crawley WA 6009

  2. Holder’s name and address:

  3. Each[+] controllers’ name and address:

  4. Escrow period start date: Official quotation of Artrya shares on the market operated by ASX ( Official Quotation ).

  5. Escrow period end date: 24 months from the date of Official Quotation.

  6. Particulars of restricted securities:

  7. Particulars of controller interests:

  8. Particulars of security interests over restricted securities: Nil

  9. Particulars of security interests over controller interests: Nil

Dated:

Executed as a deed

Signed sealed and delivered by Artrya Limited by sign here ► Company Secretary/Director print name sign here ► Director print name Holder Signed sealed and delivered by in the presence of sign heresign here ► Witness print name print name

ASX Listing Rules Appendix 9A Restriction Deed 01/12/19

Controller

Signed sealed and delivered by

Signed sealed and delivered by in the presence of sign heresign here ► Witness print name print name

ASX Listing Rules Appendix 9A Restriction Deed 01/12/19