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CLIME CAPITAL LIMITED Major Shareholding Notification 2019

Aug 18, 2019

64602_rns_2019-08-18_04b76c3b-af1c-4d98-87b4-12c9293214e3.pdf

Major Shareholding Notification

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604 GUIDE page 1/1 13 March 2000

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To: Company Name/Scheme CBG Capital Limited ( CBC ) ACN/ARSN ACN 168 936 249

1. Details of substantial holder (1)

Name Clime Capital Limited (ACN106 282 777) ( CAM ) ACN\ARSN (if applicable) ACN 106 282 777

There was a change in the interests of the substantial holder on 16/08/2019 The previous notice was given to the company on 16/08/2019 The previous notice was dated 16/08/2019

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:

Class of securities (4) Previousnotice Previousnotice Presentnotice Presentnotice
Person’svotes Voting power(5) Person’svotes Voting power(5)
Ordinary shares 11,673,370 44.57% 13,772,899 52.59%

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
See Annexure A CAM Increase in relevant
interest in as a result of
CAM’s receipt of
acceptances to its off-
market takeover offer for
the ordinary shares in
CBG on the terms and
conditions set out in the
bidder’s statement and
offers dated 19 July 2019
(Offer)
The Offer Consideration
described in the Offer
See Annexure
A
See Annexure A

4. Present relevant interests

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
CAM CAM CAM Registered owner 391,419
ordinaryshares
391,419

3445-5234-5613, v. 1

604 GUIDE
page 2/1
13 March 2000
604 GUIDE
page 2/1
13 March 2000
604 GUIDE
page 2/1
13 March 2000
CAM CBG shareholders to
whom the Offer was
made and who have
accepted the Offer
Subject to the terms of
the Offer, CAM
Relevant interest under s
608(1) and/or s 608(8) of
the Corporations Act
pursuant to acceptances
of the Offer. The
ordinary shares which
are the subject of the
acceptances have not
yet been transferred into
the name of CAM.
The power of CAM to
vote or dispose of the
ordinary shares that are
the subject of the
acceptances of the Offer
is qualified since the
Offer has not been
declared unconditional
and CAM is not presently
registered as the holder
ofordinary shares.
13,381,480
ordinary shares
13,381,480

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 andACN/ARSN(ifapplicable) Nature ofassociation
s
es of the persons named in this form are as follows:
Name Address
CAM Level 13,20HunterStreet, SydneyNSW,2000

6. Addresses

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

Signature

print name Biju Vikraman Capacity Company Secretary
sign here Date 19 August 2019

3445-5234-5613, v. 1

604 GUIDE page 3/1 13 March 2000

Annexure “A” to Form 604

This is Annexure “A” of 1 page referred to in Form 604 signed by me and dated 19 August 2019.

==> picture [128 x 38] intentionally omitted <==

Biju Vikraman Company Secretary

Details of changes in relevant interests pursuant to acceptances of the Offer

Date of change Class and number of securities affected Person’s votes affected
16/08/2019 2,099,529 fully paid ordinary shares 2,099,529
Total 2,099,529 fully paid ordinary shares 2,099,529

3445-5234-5613, v. 1