COMMS GROUP LTD — Major Shareholding Notification 2022

Aug 9, 2022

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Comms Group Limited ( CCG )

ACN/ARSN 619 196 539

1. Details of substantial holder (1)

Name Nashar Pty Limited as trustee for the Ryan O'Hare Family No. 2 Discretionary Trust ABN 88 592 272 398 (Ryan O'Hare ( O'Hare ) Nashar ) and ACN/ARSN (if applicable) 071 435 231 There was a change in the interests of the substantial holder on 1 February 2021, 8 March 2021, 10 February 2022, 1 April 2022, 30 June 2022 and 1 July 2022 The previous notice was given to the company on 8 August 2022 The previous notice was dated 8 August 2022

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:

	Previous notice		Present notice
Class of securities (4)	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Fully paid ordinary shares inthe capital of CCG (Shares)	44,534,300	14.42%	46,138,573	12.31%

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 ofchange	Person whoserelevant interestchanged	Nature ofchange (6)	Considerationgiven in relationto change (7)	Class andnumber ofsecuritiesaffected	Person’s votesaffected
		Dilution of voting
1 February 2021	Nashar and O'Hare	power as a result ofissue of Shares by	N/A	41,459,300 Shares	41,459,300
		CCG.
	Nashar Super Pty
	Ltd as trustee for	Dilution of voting
1 February 2021	NasharSuperannuation	power as a result ofissue of Shares by	N/A	3,075,000 Shares	3,075,000
	Fund (Nashar	CCG.
	Super) and O'Hare
8 March 2021	Nashar Super andO'Hare	On-market acquisitionof Shares	$0.072 per Share	693,000 Shares	693,000
		Dilution of voting
10 February2022	Nashar and O'Hare	power as a result ofissue of Shares by	N/A	41,459,300 Shares	41,459,300
		CCG.

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10 February2022	Nashar Super andO'Hare	Dilution of votingpower as a result ofissue of Shares byCCG.	N/A	3,768,000 Shares	3,768,000
1 April 2022	Nashar and O'Hare	Dilution of votingpower as a result ofissue of Shares byCCG.	N/A	41,459,300 Shares	41,459,300
1 April 2022	Nashar Super andO'Hare	Dilution of votingpower as a result ofissue of Shares byCCG.	N/A	3,768,000 Shares	3,768,000
30 June 2022	Nashar Super andO'Hare	On-market acquisitionof Shares	$0.075 per Share	911,273 Shares	911,273
1 July 2022	Nashar and O'Hare	Dilution of votingpower as a result ofissue of Shares byCCG.	N/A	41,459,300 Shares	41,459,300
1 July 2022	Nashar Super andO'Hare	Dilution of votingpower as a result ofissue of Shares byCCG.	N/A	4,679,273 Shares	4,679,273

4. Present relevant interests

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

Holder ofrelevantinterest	Registeredholder ofsecurities	Person entitledto be registeredas holder (8)	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person’s votes
NasharandO'Hare	Nashar	Nashar	Nashar's relevant interest isheld pursuant to section608(1)(a) of theCorporations Act 2001(Cth)(Corporations Act) as theregistered holder of Shares.O'Hare's relevant interest isheld pursuant to section608(1)(b) of theCorporations Act as thecontroller of the exercise ofthe right to vote in respectof the Shares.	41,459,300Shares	41,459,300
NasharSuper andO'Hare	Nashar Super	Nashar Super	Nashar Super's relevantinterest is held pursuant tosection 608(1)(a) of theCorporations Act as theregistered holder of Shares.O'Hare's relevant interest isheld pursuant to section608(1)(b) of theCorporations Act as thecontroller of the exercise ofthe right to vote in respectof the Shares.	4,679,273Shares	4,679,273

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:

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

6. Addresses

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

Name	Address
Nashar, Nashar Super and O'Hare	Level 16, 1 Market Street, Sydney, New South Wales 2000

Signature

print namesign here	Ryan O'Harecapacityin his personal capacityand in his capacity as adirector of each ofNashar and NasharSuper
	date5 August 2022

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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.

• (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 on 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.

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