ATLAS ARTERIA — Major Shareholding Notification 2021

May 30, 2021

603 Page 1 of 2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme Atlas Arteria Ltd

ACN/ARSN 141 075 201

1. Details of substantial holder (1)

Pinnacle Investment Management Group Limited (and its subsidiaries Name listed in Annexure A ACN/ARSN (if applicable) 100 325 184

The holder became a substantial holder on 26/05/2021

2. Details of 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 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)
ORDINARY FULLY PAID	50,800,319	50,800,319	5.30%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
REFER TO ANNEXURE A PART 1 AND PART 2

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
REFER TO ANNEXURE B

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
REFER TO ANNEXURE C

603 Page 2 of 2 15 July 2001

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
REFER TO ANNEXURE D

7. Addresses

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

Name	Address
REFER TO ANNEXURE E

Signature

ure
print name sign here	CALVIN KWOK capacity COMPANY SECRETARY
	date 31/05/2021

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.

Atlas Arteria Ltd

Atlas Arteria Ltd	Atlas Arteria Ltd	Atlas Arteria Ltd	Atlas Arteria Ltd	Atlas Arteria Ltd
Annexure A - Part 1
Holder of relevant interest	Nature of relevant interest	Number of securities	Class of securities
Pinnacle Investment Management Group Limited Pinnacle Investment Management Limited Ariano Pty Limited (ACN 605 250 799) Next Financial Limited (ACN 081 722 894) Next Financial Nominees Pty Ltd (ACN 093 252 576) Next Financial Nominees No. 2 Pty Ltd (ACN 132 819 115) Investment Solutions Client Services Pty Ltd (ACN 117 898 334) Priority Funds Management Pty Ltd (ACN 120 826 575) Priority Investment Management Pty Ltd (ACN 116 943 456 PNI Option Plan Managers Pty Ltd (ACN 125 030 766) Pinnacle RE Services Limited (ACN 130 508 379) Pinnacle Services Administration Pty Ltd (ACN 126 175 148) Pinnacle Investment Management (UK) Limited (Company Number 11026111) POSH Nominees Pty Limited (ACN 620 094 251)	Relevant interest by virtue of section 608(3) of the Corporations Act as it or its associates holds directly or indirectly above 20% voting power in one or more affiliated investment managers (see Annexure A – Part 2) and Pinnacle Fund Services Limited, who each in turn hold relevant interests in the securities the subject of this notice.	50,800,319	Ordinary fully paid
Pinnacle Fund Services Limited (ACN 082 494 362)	Relevant interest held through the power to control voting and/or disposal of securities in its capacity as responsible entity or trustee of registered or unregistered schemes and/or relevant interest by virtue of section 608(3) of the Corporations Act as it or its associates holds directly or indirectly above 20% voting power in one or more affiliated investment managers (see Annexure A – Part 2) who each in turn hold relevant interests in the securities the subject of this notice.	50,800,319	Ordinary fully paid

This is Annexure "A - Part 1" as mentioned in form 603 Notice of initial substantial holder

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Calvin Kwok Company Secretary Date: 31/05/2021

Atlas Arteria Ltd Annexure A - Part 2

Affiliated Investment Managers in which Pinnacle has over 20% voting power Antipodes Partners Limited (ACN 602 042 035) Hyperion Asset Management Limited (ACN 080 135 897) Metrics Credit Partners Pty Limited (ACN 150 646 996) Palisade Investment Partners Limited (ACN 124 326 361) Plato Investment Management Limited (ACN 120 730 136) Resolution Capital Limited (ACN 108 584 167) Solaris Investment Management Limited (ACN 128 512 621) Two Trees Investment Management Pty Limited (ACN 616 424 170) Riparian Capital Partners Pty Ltd (ACN 630 179 752)

This is Annexure "A - Part 2" as mentioned in form 603 Notice of initial substantial holder

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Calvin Kwok Company Secretary Date: 31/05/2021

Atlas Arteria Ltd

Atlas Arteria Ltd	Atlas Arteria Ltd	Atlas Arteria Ltd	Atlas Arteria Ltd	Atlas Arteria Ltd
Annexure B
Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Number of securities	Class of securities
Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A)	BNP Paribas Securities Services	BNP Paribas Securities Services	8,095,726	Ordinary fully paid
Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A)	Citibank	Citibank	8,707,637	Ordinary fully paid
Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A)	HSBC	HSBC	5,896,588	Ordinary fully paid
Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A)	JP Morgan Chase Bank	JP Morgan Chase Bank	7,409,559	Ordinary fully paid
Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A)	NAB Custodial Services	NAB Custodial Services	8,631,974	Ordinary fully paid
Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A)	Northern Trust	Northern Trust	5,884,273	Ordinary fully paid
Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A)	RBC Investor Services Trust	RBC Investor Services Trust	4,387,672	Ordinary fully paid
Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A)	State Street	State Street	1,786,890	Ordinary fully paid

This is Annexure "B" of 1 page as mentioned in form 603 Notice of initial substantial holder

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Calvin Kwok Company Secretary Date: 31/05/2021

Atlas Arteria Ltd	Atlas Arteria Ltd	Atlas Arteria Ltd	Atlas Arteria Ltd	Atlas Arteria Ltd	Atlas Arteria Ltd
Annexure C
Holder of relevant interest	Trade Date	Consideration		Number of securities	Class of Securities
		Cash	Non-cash
Pinnacle Investment Management Group Limited (and its subsidiaries listed in Annexure A)	29/01/2021	407,753.86 $		64,510	ORDINARY FULLY PAID
As above	5/02/2021	100,427.34 -$		16,018 -	ORDINARY FULLY PAID
As above	5/02/2021	100,438.38 $		16,018	ORDINARY FULLY PAID
As above	9/02/2021	10,669.13 -$		1,750 -	ORDINARY FULLY PAID
As above	9/02/2021	45,029.82 -$		7,386 -	ORDINARY FULLY PAID
As above	10/02/2021	234,421.25 -$		38,514 -	ORDINARY FULLY PAID
As above	12/02/2021	33,556.91 $		5,649	ORDINARY FULLY PAID
As above	12/02/2021	33,553.21 -$		5,649 -	ORDINARY FULLY PAID
As above	22/02/2021	82,945.75 -$		14,528 -	ORDINARY FULLY PAID
As above	24/02/2021	7,931.02 $		1,398	ORDINARY FULLY PAID
As above	1/03/2021	2,361,369.29 $		404,191	ORDINARY FULLY PAID
As above	2/03/2021	25,312.26 $		4,578	ORDINARY FULLY PAID
As above	2/03/2021	57,867.65 $		10,466	ORDINARY FULLY PAID
As above	2/03/2021	20,673.34 $		3,739	ORDINARY FULLY PAID
As above	2/03/2021	251,425.13 $		45,473	ORDINARY FULLY PAID
As above	2/03/2021	44,691.78 $		8,083	ORDINARY FULLY PAID
As above	2/03/2021	109,675.38 $		19,836	ORDINARY FULLY PAID
As above	2/03/2021	266,724.17 $		48,240	ORDINARY FULLY PAID
As above	2/03/2021	39,770.88 $		7,193	ORDINARY FULLY PAID
As above	2/03/2021	23,520.82 $		4,254	ORDINARY FULLY PAID
As above	2/03/2021	3,527.57 $		638	ORDINARY FULLY PAID
As above	2/03/2021	329,512.72 $		59,596	ORDINARY FULLY PAID
As above	2/03/2021	641,326.77 $		115,991	ORDINARY FULLY PAID
As above	2/03/2021	292,318.42 $		52,869	ORDINARY FULLY PAID
As above	2/03/2021	2,156.35 $		390	ORDINARY FULLY PAID
As above	2/03/2021	60,668.25 $		10,987	ORDINARY FULLY PAID
As above	2/03/2021	434,775.88 $		78,634	ORDINARY FULLY PAID
As above	2/03/2021	296,736.17 $		53,668	ORDINARY FULLY PAID
As above	2/03/2021	12,374.14 $		2,238	ORDINARY FULLY PAID
As above	2/03/2021	248,284.59 $		44,905	ORDINARY FULLY PAID
As above	2/03/2021	32,693.62 $		5,913	ORDINARY FULLY PAID
As above	2/03/2021	89,284.04 $		16,148	ORDINARY FULLY PAID
As above	2/03/2021	35,314.41 $		6,387	ORDINARY FULLY PAID
As above	2/03/2021	69,274.19 $		12,529	ORDINARY FULLY PAID
As above	9/03/2021	25,609.36 $		4,564	ORDINARY FULLY PAID
As above	9/03/2021	58,558.12 $		10,436	ORDINARY FULLY PAID
As above	9/03/2021	20,918.43 $		3,728	ORDINARY FULLY PAID
As above	9/03/2021	254,404.64 $		45,339	ORDINARY FULLY PAID
As above	9/03/2021	45,226.00 $		8,060	ORDINARY FULLY PAID
As above	9/03/2021	110,972.02 $		19,777	ORDINARY FULLY PAID
As above	9/03/2021	269,885.84 $		48,098	ORDINARY FULLY PAID
As above	9/03/2021	40,243.28 $		7,172	ORDINARY FULLY PAID
As above	9/03/2021	23,796.95 $		4,241	ORDINARY FULLY PAID
As above	9/03/2021	3,568.70 $		636	ORDINARY FULLY PAID
As above	9/03/2021	333,421.06 $		59,421	ORDINARY FULLY PAID
As above	9/03/2021	648,931.29 $		115,650	ORDINARY FULLY PAID
As above	9/03/2021	295,786.98 $		52,714	ORDINARY FULLY PAID
As above	9/03/2021	2,177.13 $		388	ORDINARY FULLY PAID
As above	9/03/2021	439,932.22 $		78,403	ORDINARY FULLY PAID
As above	9/03/2021	300,253.46 $		53,510	ORDINARY FULLY PAID
As above	9/03/2021	12,524.12 $		2,232	ORDINARY FULLY PAID
As above	9/03/2021	251,228.71 $		44,773	ORDINARY FULLY PAID

As above	9/03/2021	33,083.44 $		5,896	ORDINARY FULLY PAID
As above	9/03/2021	90,345.38 $		16,101	ORDINARY FULLY PAID
As above	9/03/2021	35,731.90 $		6,368	ORDINARY FULLY PAID
As above	9/03/2021	70,100.28 $		12,493	ORDINARY FULLY PAID
As above	15/03/2021	963,487.86 $		158,617	ORDINARY FULLY PAID
As above	17/03/2021	69,026.22 -$		11,322 -	ORDINARY FULLY PAID
As above	19/03/2021	501,606.95 $		86,722	ORDINARY FULLY PAID
As above	22/04/2021	510,509.62 $		84,475	ORDINARY FULLY PAID
As above	22/04/2021	772,737.04 -$		128,007 -	ORDINARY FULLY PAID
As above	14/05/2021	1,109,540.28 -$		178,476 -	ORDINARY FULLY PAID
As above	19/05/2021	9,127.34 $		1,555	ORDINARY FULLY PAID
As above	19/05/2021	20,766.89 $		3,538	ORDINARY FULLY PAID
As above	19/05/2021	8,241.01 $		1,404	ORDINARY FULLY PAID
As above	19/05/2021	93,527.31 $		15,934	ORDINARY FULLY PAID
As above	19/05/2021	18,859.24 $		3,213	ORDINARY FULLY PAID
As above	19/05/2021	47,509.11 $		8,094	ORDINARY FULLY PAID
As above	19/05/2021	72,783.90 $		12,400	ORDINARY FULLY PAID
As above	19/05/2021	15,542.89 $		2,648	ORDINARY FULLY PAID
As above	19/05/2021	8,481.67 $		1,445	ORDINARY FULLY PAID
As above	19/05/2021	8,616.58 -$		1,476 -	ORDINARY FULLY PAID
As above	19/05/2021	933.28 $		159	ORDINARY FULLY PAID
As above	19/05/2021	118,790.36 $		20,238	ORDINARY FULLY PAID
As above	19/05/2021	198,406.55 $		33,802	ORDINARY FULLY PAID
As above	19/05/2021	84,435.18 $		14,385	ORDINARY FULLY PAID
As above	19/05/2021	363.91 $		62	ORDINARY FULLY PAID
As above	19/05/2021	167,684.70 $		28,568	ORDINARY FULLY PAID
As above	19/05/2021	141,594.02 $		24,123	ORDINARY FULLY PAID
As above	19/05/2021	4,296.59 $		732	ORDINARY FULLY PAID
As above	19/05/2021	105,959.27 $		18,052	ORDINARY FULLY PAID
As above	19/05/2021	25,362.84 $		4,321	ORDINARY FULLY PAID
As above	19/05/2021	12,772.40 $		2,176	ORDINARY FULLY PAID
As above	19/05/2021	18,495.33 $		3,151	ORDINARY FULLY PAID
As above	20/05/2021	9,248.99 $		1,555	ORDINARY FULLY PAID
As above	20/05/2021	21,043.66 $		3,538	ORDINARY FULLY PAID
As above	20/05/2021	8,350.85 $		1,404	ORDINARY FULLY PAID
As above	20/05/2021	94,773.81 $		15,934	ORDINARY FULLY PAID
As above	20/05/2021	19,110.60 $		3,213	ORDINARY FULLY PAID
As above	20/05/2021	48,142.28 $		8,094	ORDINARY FULLY PAID
As above	20/05/2021	73,753.94 $		12,400	ORDINARY FULLY PAID
As above	20/05/2021	15,750.04 $		2,648	ORDINARY FULLY PAID
As above	20/05/2021	8,594.71 $		1,445	ORDINARY FULLY PAID
As above	20/05/2021	945.72 $		159	ORDINARY FULLY PAID
As above	20/05/2021	120,373.56 $		20,238	ORDINARY FULLY PAID
As above	20/05/2021	201,050.85 $		33,802	ORDINARY FULLY PAID
As above	20/05/2021	85,560.51 $		14,385	ORDINARY FULLY PAID
As above	20/05/2021	368.77 $		62	ORDINARY FULLY PAID
As above	20/05/2021	169,919.55 $		28,568	ORDINARY FULLY PAID
As above	20/05/2021	143,481.15 $		24,123	ORDINARY FULLY PAID
As above	20/05/2021	4,353.86 $		732	ORDINARY FULLY PAID
As above	20/05/2021	107,371.45 $		18,052	ORDINARY FULLY PAID
As above	20/05/2021	25,700.87 $		4,321	ORDINARY FULLY PAID
As above	20/05/2021	12,942.63 $		2,176	ORDINARY FULLY PAID
As above	20/05/2021	18,741.83 $		3,151	ORDINARY FULLY PAID
As above	24/05/2021	110,671.84 $		18,257	ORDINARY FULLY PAID
As above	26/05/2021	135,778.90 $		22,332	ORDINARY FULLY PAID
As above	26/05/2021	308,937.74 $		50,812	ORDINARY FULLY PAID
As above	26/05/2021	122,597.43 $		20,164	ORDINARY FULLY PAID
As above	26/05/2021	1,391,496.67 $		228,864	ORDINARY FULLY PAID
As above	26/05/2021	280,568.40 $		46,146	ORDINARY FULLY PAID

As above	26/05/2021	706,886.92 $		116,264	ORDINARY FULLY PAID
As above	26/05/2021	1,083,160.84 $		178,151	ORDINARY FULLY PAID
As above	26/05/2021	231,247.31 $		38,034	ORDINARY FULLY PAID
As above	26/05/2021	126,160.32 $		20,750	ORDINARY FULLY PAID
As above	26/05/2021	13,880.68 $		2,283	ORDINARY FULLY PAID
As above	26/05/2021	1,767,417.95 $		290,693	ORDINARY FULLY PAID
As above	26/05/2021	2,951,969.13 $		485,520	ORDINARY FULLY PAID
As above	26/05/2021	1,256,234.57 $		206,617	ORDINARY FULLY PAID
As above	26/05/2021	49,731.93 $		8,275	ORDINARY FULLY PAID
As above	26/05/2021	2,494,855.32 $		410,337	ORDINARY FULLY PAID
As above	26/05/2021	2,106,664.57 $		346,490	ORDINARY FULLY PAID
As above	26/05/2021	63,925.28 $		10,514	ORDINARY FULLY PAID
As above	26/05/2021	1,576,523.70 $		259,296	ORDINARY FULLY PAID
As above	26/05/2021	377,362.24 $		62,066	ORDINARY FULLY PAID
As above	26/05/2021	190,030.89 $		31,255	ORDINARY FULLY PAID
As above	26/05/2021	275,187.58 $		45,261	ORDINARY FULLY PAID
As above	28/05/2021	48,407.04 -$		7,914 -	ORDINARY FULLY PAID

This is Annexure "C" as mentioned in form 603 Notice of initial substantial holder

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Calvin Kwok Company Secretary Date: 31/05/2021

Atlas Arteria Ltd Annexure D	Atlas Arteria Ltd Annexure D	Atlas Arteria Ltd Annexure D
Name	ACN	Nature of Association
Pinnacle Investment Management GroupLimited	100 325 184	Related body corporate of each other entity listed in Annexure D.
Pinnacle Investment Management Limited	109 659 109	Related body corporate of each other entity listed in Annexure D.
Pinnacle Fund Services Limited	082 494 362	Related body corporate of each other entity listed in Annexure D.
Ariano Pty Limited	605 250 799	Related body corporate of each other entity listed in Annexure D.
Next Financial Limited	081 722 894	Related body corporate of each other entity listed in Annexure D.
Next Financial Nominees Pty Ltd	093 252 576	Related body corporate of each other entity listed in Annexure D.
Next Financial Nominees No. 2 Pty Ltd	132 819 115	Related body corporate of each other entity listed in Annexure D.
Investment Solutions Client Services PtyLtd	117 898 334	Related body corporate of each other entity listed in Annexure D.
Priority Funds Management Pty Ltd	120 826 575	Related body corporate of each other entity listed in Annexure D.
Priority Investment Management Pty Ltd	116 943 456	Related body corporate of each other entity listed in Annexure D.
PNI Option Plan Managers Pty Ltd	116 943 456	Related body corporate of each other entity listed in Annexure D.
Pinnacle RE Services Limited	130 508 379	Related body corporate of each other entity listed in Annexure D.
Pinnacle Services Administration PtyLtd	126 175 148	Related body corporate of each other entity listed in Annexure D.
Pinnacle Investment Management (UK) Limited	Company Number 11026111	Related body corporate of each other entity listed in Annexure D.
POSH Nominees Pty Limited	620 094 251	Related body corporate of each other entity listed in Annexure D.

This is Annexure "D" as mentioned in form 603 Notice of initial substantial holder

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Calvin Kwok Company Secretary Date: 31/05/2021

Atlas Arteria Ltd Annexure E	Atlas Arteria Ltd Annexure E
Name	Address
Pinnacle Investment Management Group Limited	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Fund Services Limited	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Investment Management Limited	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Investment Management Group Limited	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Investment Management Limited	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Fund Services Limited	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Ariano Pty Limited	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Next Financial Limited	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Next Financial Nominees Pty Ltd	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Next Financial Nominees No. 2 Pty Ltd	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Investment Solutions Client Services Pty Ltd	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Priority Funds Management Pty Ltd	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Priority Investment Management Pty Ltd	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
PNI Option Plan Managers Pty Ltd	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Investment Management(UK)Limited	7th Floor, Dashwood House, 69 Old Broad Street, London EC2M 1QS, United Kingdom
Pinnacle RE Services Limited	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
Pinnacle Services Administration PtyLtd	Level 19, 307 Queen St, Brisbane QLD 4000, Australia
POSH Nominees PtyLimited	Level 19, 307 Queen St, Brisbane QLD 4000, Australia

This is Annexure "E" as mentioned in form 603 Notice of initial substantial holder

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Calvin Kwok Company Secretary Date: 31/05/2021