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CLOSE THE LOOP LTD. Major Shareholding Notification 2023

Mar 26, 2023

64659_rns_2023-03-26_59d0eb1b-17e5-4d9f-8242-e3e295e3a8f9.pdf

Major Shareholding Notification

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27 March 2023

The Manager Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

By electronic lodgement

Dear Sir/Madam

Re: Notice of becoming an initial substantial holder – Close The Loop Limited (CLG)

We enclose notice of becoming an initial substantial holder in Close The Loop Limited. This notice is given by Greencape Capital Pty Ltd.

Yours faithfully

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Hannah-Mary Crabbe Company Secretary

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Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

ACN/ARSN (if applicable)
To
CompanyName/Scheme
ACN/ARSN
1. Details of substantial holder (1)
Name
The holder became a substantial holder on
120 328 529
095 718 317
Greencape Capital Pty Ltd
Close The Loop Limited
23/03/2023

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:

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Class of securities (4) Number of securities Person's votes (5) Voting power (6)
Ordinary Fully Paid Same as persons votes 33,235,397 7.96%
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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
Greencape Capital Pty Ltd Ordinary Fully Paid securities Refer Annexure 1
purchased via an institutional
placement and sold on market by
Greencape Capital Pty Ltd
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 Person entitled to be registered as
Registered holder of securities
Class and number of
holder (8) securities
Greencape Capital Pty Ltd Citicorp Nominees Pty Limited
Citicorp Nominees Pty Limited
16,763,972 (Ordinary Fully
Paid)
Greencape Capital Pty Ltd J. P. Morgan Nominees
J. P. Morgan Nominees Australia Pty
6,737,059 (Ordinary Fully
Australia Pty Limited
Limited
Paid)
Greencape Capital Pty Ltd HSBC Custody Nominees
HSBC Custody Nominees (Australia)
9,734,366 (Ordinary Fully
(Australia) Limited
Limited
Paid)

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
Greencape Capital Pty Ltd
Date of acquisition
Refer
Annexure 1
Cash
Non-cash
Refer
Annexure 1
Refer
Annexure 1
Consideration (9)
Class and number of
securities

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 N/A N/A 7. Addresses The addresses of persons named in this form are as follows: Name Address Greencape Capital Pty Ltd Level 2, 5 Martin Place, Sydney NSW 2000

Signature

print name Hannah-Mary Crabbe capacity Company Secretary sign here date 27/03/2023

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 section s608 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 thescheme (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.

Annexure 1 consists of 1 page and is referred to in Form 603 signed by me and dated 27/03/2023

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[Insert Signature Here]
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Hannah-Mary Crabbe Company Secretary of Greencape Capital Pty Ltd

Transactions:

Company Name/Scheme: Close The Loop Limited (CLG) As at: 23/03/2023 Class of security: Ordinary Fully Paid

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Number of Person's Votes
Date of Change Holder of relevant interest Nature of Change Consideration Securities Affected
Opening Balance
19/04/2022 Greencape Capital Pty Ltd adjustment 171,407 428,287 428,287
19/04/2022 As above Sell 25,798 -69,725 69,725
30/05/2022 As above Sell 17,802 -47,650 47,650
31/05/2022 As above Sell 563 -1,500 1,500
08/07/2022 As above Sell 4,901 -10,898 10,898
25/07/2022 As above Sell 3,419 -8,510 8,510
26/07/2022 As above Sell 21,000 -50,000 50,000
27/07/2022 As above Sell 35,174 -87,914 87,914
27/07/2022 As above Sell 29,973 -74,932 74,932
28/07/2022 As above Sell 32,777 -77,158 77,158
23/03/2023 As above Buy - Transfer 1,203,080 3,645,696 3,645,696
23/03/2023 As above Buy - Transfer 2,839,586 8,604,805 8,604,805
23/03/2023 As above Buy - Transfer 372,755 1,129,561 1,129,561
23/03/2023 As above Buy - Transfer 1,020,150 3,091,363 3,091,363
Total Number of Securities 16,471,425
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