COMMS GROUP LTD — Major Shareholding Notification 2022

Aug 9, 2022

Form 603 Corporations Act 2001 Section 671B

Notice of initial 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 ( Nashar ) and Ryan O'Hare ( O'Hare ) ACN/ARSN (if applicable) 071 435 231 The holder became a substantial holder on 29 January 2021

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:

Class of securities(4)	Number of securities	Person’s votes(5)	Voting power(6)
Fully Paid Ordinary SharesinthecapitalofCCG(Shares)	44,534,300 Shares	44,534,300	14.42%

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	Holder of relevant interest	Nature of relevant interest(7)	Nature of relevant interest(7)	Class and number of securities	Class and number of securities
Nashar and O'Hare		Nashar's relevant interest is heldpursuant to section 608(1)(a) of theCorporations Act 2001(Cth)(Corporations Act) as the registeredholder of Shares.O'Hare's relevant interest is heldpursuant to section 608(1)(b) of theCorporations Act as the controller of theexercise of the right to vote in respect ofthe Shares.		41,459,300 Shares
Nashar Super Pty Ltd as trustee forNashar Superannuation Fund (NasharSuper) and O'Hare		Nashar Super's relevant interest is heldpursuant to section 608(1)(a) of theCorporations Act as the registeredholder of Shares.O'Hare's relevant interest is heldpursuant to section 608(1)(b) of theCorporations Act as the controller of theexercise of the right to vote in respect ofthe Shares.		3,075,000 Shares
resent registered holdersistered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevantinterest	Registered holder ofsecurities		Person entitled to beregistered as holder (8)		Class and numberof securities
Nashar and O'Hare	Nashar		Nashar		41,459,300 Shares
Nashar Super and O'Hare	Nashar Super		Nashar Super		3,075,000 Shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

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				Class and number
interest	Date of acquisition	Consideration (9)		of securities
		Cash	Non-cash
			Partial
			consideration
			for the shares
			held by
Nashar	29/01/2021		Nashar inNext Telecom	41,459,300 Shares
			Pty Ltd ACN
			074 728 724
			acquired by
			CCG.

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
		Associated with Nashar pursuant to section 11(a) of the
		Corporations Act as a director of Nashar.
	O'Hare
		Associated with Nashar Super pursuant to section 11(a) of the
		Corporations Act as a director of Nashar Super.
	f 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

7. Addresses

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

Signature	Signature
		in his personal capacity
		and in his capacity as a
	print name Ryan O'Harecapacity	director of each of
		Nashar and Nashar
		Super
	sign heredate	5 August 2022
	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 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

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• (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, moneys 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.

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