BUTN LIMITED — Major Shareholding Notification 2021

Jul 6, 2021

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To BUTN LIMITED

ACN: 644 182 883

1. Details of substantial holder

Name Walrap Nominees Pty Ltd atf Walter Rapoport Family Trust

ACN/ARSN 604 844 993

The holder became a substantial holder on 6 JULY 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)
Fully paid ordinary shares	36,191,572	36,191,572	22.62%

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:

e a substantial holder are as follows:
Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Walrap Nominees Pty Ltd atf WalterRapoportFamilyTrust	Registered holder.
	Relevant interest under section
Walter Rapoport	608(1)(b)-(c) of the CorporationsAct 2001 (Cth) being a relevantinterest arising through the power	36,191,572 fully paid ordinaryshares
	to vote or dispose of the
	securities.

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 ofsecurities	Person entitled to beregistered as holder(8)	Class and number ofsecurities
Walrap Nominees Pty Ltdatf Walter RapoportFamilyTrust	Walrap Nominees Pty Ltd	Walrap Nominees PtyLtd	36,191,572 fully paid
Walter Rapoport	Walrap Nominees Pty Ltd	Walrap Nominees PtyLtd	ordinary shares

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 relevantinterest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number ofsecurities
		Cash	Non-cash
Walrap Nominees PtyLtd atf WalterRapoport Family Trust	9 September 2020	-	Issued asconsiderationunder acorporaterestructure (asdescribed in theProspectuslodged withASIC by ButnLimited dated 26May2021)	36,191,572 fully paidordinary 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
Walter Rapoport	Sole director, shareholder and beneficiary of thesubstantial holder.
s of persons named in this form are as follows:
Name	Address
Walter Rapoport	Unit 1, 38 Narong Road, Caulfield North VIC 3161
Walrap Nominees Pty Ltd atf Walter Rapoport FamilyTrust	C/o Capital Growth Partners, Shop 1, 321 KoornangRoad, CarnegieVIC 3163

7. Addresses

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

Signature

print name Walter Rapoport capacity Personally ____________________________________________________________________________________________ sign here date 7 July 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) Seethe definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest' in sections 608 and 671 B(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. lf subsection 67IB(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.