CLUEY LTD — Director's Dealing 2024

Aug 26, 2024

==> picture [129 x 54] intentionally omitted <==

ASX Announcement

27 August 2024

Appendix 3Y x3 – Change in Director’s Interests – Mark Rohald

Cluey Ltd (ASX: CLU) (“Cluey” or the “Company”) today lodges the attached Appendix 3Ys for Mark Rohald in relation to:

1. The cancellation of 200,000 Performance Rights and 300,000 Options on 11 September 2023;

2. The allocation of 500,000 Performance Rights and 1,000,000 Options on 30 November 2023; and

3. Corrected Appendix 3Y incorporating the above amendments replacing the one lodged on 31 January 2024.

This rectifies the Company’s oversight of not lodging respective Appendix 3Ys within the prescribed timeframe of the above cancellation and allocation of securities.

Further details of the above cancellation and allocation of securities are disclosed in the Company’s response to ASX query letter dated 27 August 2024.

ENDS

Authorised for release to the ASX by the Company Secretary of Cluey Ltd.

For enquiries please contact:

Mark Rohald Greg Fordred Executive Deputy Chairman CFO & Company Secretary investor.relations@clueylearning.com investor.relations@clueylearning.com

ABOUT CLUEY

• Cluey is an innovative, ASX-listed Edtech company that combines education and technology to deliver quality education outcomes and an enhanced experience for students. Cluey provides curriculum-aligned academic support for students in Australia and New Zealand. In addition, Cluey delivers co-curricular online, holiday camps and after-school programs in Australia and the United Kingdom through its wholly owned subsidiary, Code Camp. Cluey has a highly experienced management team and Board with a track record of building successful education businesses. Cluey is headquartered in Sydney.

• Cluey has been recognised in the prestigious HolonIQ inaugural list of the most innovative Edtech companies in Australia. Cluey was also the winner of the 2022 Australian Growth Company Awards - Technology Growth Company of the Year; 2021 Technology Scale-up Edtech of the Year Award, and recognised as the 5th fastest growing technology company in Australia in the Deloitte Technology Fast 50 2021 Awards.

Cluey Ltd ABN: 65 644 675 909 Suite 2, Level 2, 117 Clarence Street Sydney NSW 2000

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: Cluey Ltd ABN: 65 644 675 909

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mark Rohald
Date of last notice	28/07/2023

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Mark Rohald is a Director of Rohald Pty Ltd and a member of the Rohald Superannuation Fund
Date of change	11 September 2023

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held before change Mark Rohald Mistdean Pty Ltd Rohald Pty Ltd Benjano One Pty Ltd	49,960 Ordinary Shares 200,000 Performance Rights 300,000 Options 11,861,012 Ordinary Shares 1,937,688 Ordinary Shares 5,930,307 Ordinary Shares
Class	Performance Rights and Options
Number acquired	Nil
Number disposed	200,000 Performance Rights 300,000 Options
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$Nil
No. of securities held after change Mark Rohald Mistdean Pty Ltd Rohald Pty Ltd Benjano One Pty Ltd	49,960 Ordinary Shares 11,861,012 Ordinary Shares 1,937,688 Ordinary Shares 5,930,307 Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Nature of change Cancellation of Performance Rights and Example: on-market trade, off-market trade, exercise of options, issue Options of securities under dividend reinvestment plan, participation in buyback

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: Cluey Ltd ABN: 65 644 675 909

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mark Rohald
Date of last notice	11/09/2023

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Mark Rohald is a Director of Rohald Pty Ltd and a member of the Rohald Superannuation Fund
Date of change	30 November 2023

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held before change Mark Rohald Mistdean Pty Ltd Rohald Pty Ltd Benjano One Pty Ltd	49,960 Ordinary Shares 11,861,012 Ordinary Shares 1,937,688 Ordinary Shares 5,930,307 Ordinary Shares
Class	Performance Rights and Options
Number acquired	500,000 Performance Rights 1,000,000 Options
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$Nil
No. of securities held after change Mark Rohald Mistdean Pty Ltd Rohald Pty Ltd Benjano One Pty Ltd	49,960 Ordinary Shares 500,000 Performance Righs 1,000,000 Options 11,861,012 Ordinary Shares 1,937,688 Ordinary Shares 5,930,307 Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Nature of change Allocation of Performance Rights and Example: on-market trade, off-market trade, exercise of options, issue Options of securities under dividend reinvestment plan, participation in buyback

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity: Cluey Ltd ABN: 65 644 675 909

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mark Rohald
Date of last notice	30/11/2023

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Mark Rohald is a Director of Rohald Pty Ltd and a member of the Rohald Superannuation Fund
Date of change	31 January 2024

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held before change Mark Rohald Mistdean Pty Ltd Rohald Pty Ltd Benjano One Pty Ltd	49,960 Ordinary Shares 500,000 Performance Rights 1000,000 Options 11,861,012 Ordinary Shares 1,937,688 Ordinary Shares 5,930,307 Ordinary Shares
Class	Ordinary
Number acquired	30,000
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$2,290.78
No. of securities held after change Mark Rohald Mistdean Pty Ltd Rohald Pty Ltd Benjano One Pty Ltd	49,960 Ordinary Shares 500,000 Performance Rights 1000,000 Options 11,861,012 Ordinary Shares 1,937,688 Ordinary Shares 5,960,307 Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back	On-market trade
Part 2 – Change of director’s interests in contracts Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
Detail of contract	N/A
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	N/A
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	N/A
Interest after change	N/A

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3