CL8 HOLDINGS LIMITED — Major Shareholding Notification 2021

Dec 2, 2021

604 Page 1 of 3 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Carly Holdings Limited (ASX: CL8)

ACN/ARSN

066 153 982

1. Details of substantial holder (1)

Name

SG Fleet Group Limited (ASX: SGF)

ACN/ARSN (if applicable) 167 554 574

There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated	3/12/2021 14/5/2021 17/5/2021	3/12/2021 14/5/2021 17/5/2021
		2021
		2021

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

ompany or scheme, are as follows:
Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Fully paid ordinary shares	19,410,007	17.8%	22,977,932	19.75%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
3/12/2021	SG Fleet Management Pty Limited	Issue of Shares pursuant to Tranche 2 Placement following receipt of shareholder approval at the Company's Annual General Meeting held on 18 November 2021	$285,434	3,567,925 Fully Paid Ordinary Shares	1.95%

4. Present relevant interests

604 Page 2 of 3 15 July 2001

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
SG Fleet Management Pty Limited	SG Fleet Management Pty Limited	SG Fleet Management Pty Limited	Registered holder of fully paid ordinary shares	22,977,932 Fully Paid Ordinary Shares	19.75%
SG Fleet Group Limited and SGF Subsidiary entities, as listed in Annexure A	SG Fleet Management Pty Limited	SG Fleet Management Pty Limited	Relevant interest pursuant to Section 608(3)(a) and (b) of Corporations Act, having 100% voting power over and control of SG Fleet Management.	22,977,932 Fully Paid Ordinary Shares	19.75%

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association

6. Addresses

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

Name	Address
SG Fleet Management Pty Limited	Level 2, Building 3, 20 Bridge St, Pymble NSW 2073
SG Fleet Group Limited	Level 2, Building 3, 20 Bridge St, Pymble NSW 2073

Signature

re
print name sign here	TAWANDA MUTENGWA capacity COMPANY SECRETARY
	date 3/12/2021

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 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

604 Page 3 of 3 15 July 2001

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

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

SG FLEET GROUP LIMITED ABN 40 167 55 4574

This is Annexure A of 1 page referred to in Form 604 Notice of change of interests of substantial holder.

==> picture [51 x 44] intentionally omitted <==

Tawanda Mutengwa Company Secretary Dated: 3/12/2021

ACN

Registered address

• SG FLEET GROUP LIMITED 40 167 55 4574 Level 2, Building 3, 20 Bridge St, Pymble NSW 2073

Wholly-Owned Subsidiaries of SG Fleet Group Limited

• SG FLEET SOLUTIONS PTY 46 167 557 468 Level 2, Building 3, 20 Bridge St, Pymble LIMITED NSW 2073

• SG FLEET HOLDINGS PTY 85 147 536 409 Level 2, Building 3, 20 Bridge St, Pymble LIMITED NSW 2073

• SG FLEET INVESTMENTS PTY 60 108 173 904 Level 2, Building 3, 20 Bridge St, Pymble LTD NSW 2073

• SG FLEET MANAGEMENT 50 108 174 296 Level 2, Building 3, 20 Bridge St, Pymble PTY LIMITED NSW 2073

Page 1 of 1