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CLOSE THE LOOP LTD. Major Shareholding Notification 2024

Sep 8, 2024

64659_rns_2024-09-08_7c999272-3606-4738-8e88-2439e9f4e971.pdf

Major Shareholding Notification

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Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

ToCompany Name/SchemeCloseTheLoopLimitedACN/ARSNACN 095 718 317. Details of substantial holder (1)NameApollo Global Management, Inc. and its controlled entities from time to time which, as at the date of this notice, include ApolloManagement Holdings, L.P., Athene Life Re Ltd, AP Liberty GP, LLC and AP Liberty, L.P. (noting that AP Liberty GP, LLC acts asgeneralpartner of AP Liberty,L.P.) (each an “Apollo Entity” and collectivelythe “Apollo Entities”)ACN/ARSN (if applicable)The holder ceased to be asubstantial holder on5 September 2024 trade date / 9 September 2024 settlement dateThe previous notice was given to the company on14June2024The previous notice was dated14June2024 CloseTheLoopLimited CloseTheLoopLimited
ACN 095 718 317
Apollo Global Management, Inc. and its controlled entities from time to time which, as at the date of this notice, include ApolloManagement Holdings, L.P., Athene Life Re Ltd, AP Liberty GP, LLC and AP Liberty, L.P. (noting that AP Liberty GP, LLC acts asgeneralpartner of AP Liberty,L.P.) (each an “Apollo Entity” and collectivelythe “Apollo Entities”)
5 September 2024 trade date / 9 September 2024 settlement date14June202414June2024

1. Details of substantial holder (1)

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 whoserelevantinterestchanged Nature ofchange (4) Considerationgiven in relationto changes (5) Class (6) andnumber ofsecurities affected Person’s votesaffected
9 September 2024 Each ApolloEntity Ceasing to hold arelevant interest inChallenger Limited undersection 608(3) of theCorporations Act 2001(Cth) None – deemed relevantinterest only 33,618,510 fullypaid ordinaryshares in CloseThe Loop Limited 33,618,510

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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
Not applicable Not applicable

4. Addresses

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

Name Address
Each Apollo Entity c/- Apollo Global Management, Inc., One Manhattanville Road, Suite201, Purchase, New York, 10577

Signature

Signed on behalf of the Apollo Entities

Apollo Management Holdings, L.P.

By: Apollo Management Holdings GP, LLC, its general partner

print name Suzanne Helen Spells capacity Vice President sign here date / / 09 09 2024

Athene Life Re Ltd.

By: Apollo Insurance Solutions Group LP, its investment manager By: Apollo Capital Management, L.P., its sub-advisor By: Apollo Capital Management GP, LLC, its general partner

print name William B. Kuesel capacity Vice President sign here date / / 09 09 2024

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 4 of the form.

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

  • (3) See the definition of “associate” in section 9 of the Corporations Act 2001.

  • (4) 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.

(5) 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.

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

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