G8 EDUCATION LIMITED — Major Shareholding Notification 2021

Dec 23, 2021

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme

G8 Education Limited

ACN/ARSN

123 828 553

1. Details of substantial holder (1)

Name Host-Plus Pty Limited as trustee of the Hostplus Pooled Superannuation Trust ACN/ARSN (if applicable) 008 634 704

The holder became a substantial holder on 15/09/2021 (settlement date 17/09/2021)

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)	Votingpower(6)
Ordinary shares	46,461,060	46,461,060	5.48%

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:

r are as follows:
Holder of relevant interest	Nature of relevant interest(7)	Class and number of securities
Host-Plus Pty Limited ABN 79 008 634 704	Legal and beneficial ownership as trustee of the Hostplus Pooled Superannuation Trust	45,586,166 ordinary shares
Host-Plus Pty Limited ABN 79 008 634 704	Legal and beneficial ownership as trustee of the Hostplus Superannuation Fund	874,894 ordinary shares

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	Registered holder of securities	Person entitled to be registered as holder(8)	Class and number of securities
Host-Plus Pty Limited	Citicorp Nominees Pty Limited ACF Host-Plus Pty Limited ATF the Hostplus Pooled Superannuation Trust	N/A	45,586,166 ordinary shares
Host-Plus Pty Limited	Citicorp Nominees Pty Limited ACF Host-Plus Pty Limited ATF the Hostplus Superannuation Fund	N/A	874,894 ordinary shares

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:

ntial holder is as follows:
Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number of securities
Host-Plus Pty Limited	Refer to attachment 1	Refer to attachment 1	Refer to attachment 1

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
Host-Plus Pty Limited ATF the Hostplus Superannuation Fund	Host-Plus Pty Limited is trustee of both the Hostplus Pooled Superannuation Trust and the Hostplus Superannuation Fund. In addition, the Hostplus Superannuation Fund holds approximately 90.1% of the units in the Hostplus Pooled Superannuation Trust.

7. Addresses

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

Name	Address
Host-Plus Pty Limited	Level 9, 114 William Street, Melbourne Victoria 3000

Signature

		for and on behalf of the
print name DAVID ELIA	capacity	substantial holder
		named in 1 above
sign here	date	21/09/2021
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 7 of the form.
f "associate" in section 9 of the Corporations Act 2001.
f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
of a company constitute one class unless divided into separate classes.

• (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.

• (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.

ATTACHMENT 1

Trade Date	Number of securities	Cash consideration	Transaction Type	Class of securities
14-May-2021 1,478 $1,522.12 On-market trade 17-May-2021 23,970 $24,164.60 On-market trade 18-May-2021 5,000 $5,021.95 On-market trade 24-May-2021 2,300 $2,235.70 On-market trade 31-May-2021 3,000 $3,126.95 On-market trade 01-Jun-2021 -9,500 -$9,715.55 On-market trade 02-Jun-2021 5,000 $4,996.95 On-market trade 10-Jun-2021 35,502 $35,081.06 On-market trade 11-Jun-2021 8,541 $8,400.42 On-market trade 16-Jun-2021 3,100 $3,090.95 On-market trade 17-Jun-2021 33,804 $33,599.36 On-market trade 18-Jun-2021 194,384 $200,226.53 On-market trade 21-Jun-2021 5,400 $5,529.95 On-market trade 21-Jun-2021 -3,000 -$3,068.05 On-market trade 22-Jun-2021 6,400 $6,811.90 On-market trade 28-Jun-2021 -11,538 -$11,562.74 On-market trade 28-Jun-2021 41,944 $41,975.47 On-market trade 29-Jun-2021 55,652 $55,320.68 On-market trade 30-Jun-2021 32,791 $32,759.82 On-market trade 06-Jul-2021 36,560 $37,030.04 On-market trade 07-Jul-2021 41,449 $41,857.49 On-market trade 08-Jul-2021 11,485 $11,577.51 On-market trade 08-Jul-2021 3,743 $3,773.15 On-market trade 09-Jul-2021 21,137 $21,051.34 On-market trade 09-Jul-2021 19,396 $19,305.76 On-market trade 09-Jul-2021 15,188 $15,187.40 On-market trade 12-Jul-2021 26,597 $26,662.18 On-market trade 13-Jul-2021 26,943 $26,755.64 On-market trade 13-Jul-2021 55,840 $55,451.68 On-market trade 14-Jul-2021 214,968 $212,514.41 On-market trade 14-Jul-2021 16,077 $15,875.11 On-market trade 14-Jul-2021 27,918 $27,532.18 On-market trade 15-Jul-2021 299,750 $289,354.21 On-market trade 15-Jul-2021 238,373 $230,848.13 On-market trade 15-Jul-2021 18,364 $17,960.69 On-market trade 15-Jul-2021 33,504 $32,482.91 On-market trade 16-Jul-2021 9,461 $9,134.89 On-market trade 19-Jul-2021 -64,815 -$63,074.52 On-market trade 23-Jul-2021 -392,167 -$375,445.00 On-market trade 23-Jul-2021 103,781 $99,794.14 On-market trade 23-Jul-2021 -72,910 -$70,137.28 On-market trade 23-Jul-2021 -15,535 -$14,880.65 On-market trade 23-Jul-2021 10,389 $10,021.36 On-market trade 26-Jul-2021 -372,365 -$347,820.92 On-market trade 26-Jul-2021 61,974 $57,816.34 On-market trade 26-Jul-2021 44,568 $41,622.65 On-market trade 27-Jul-2021 -106,612 -$100,992.24 On-market trade 27-Jul-2021 614,750 $584,558.01 On-market trade 28-Jul-2021 983,600 $940,024.47 On-market trade 29-Jul-2021 639,340 $619,281.53 On-market trade 30-Jul-2021 491,800 $478,933.40 On-market trade 02-Aug-2021 297,628 $290,676.58 On-market trade 02-Aug-2021 491,800 $480,296.19 On-market trade 04-Aug-2021 395,724 $385,727.90 On-market trade 05-Aug-2021 330,692 $323,498.60 On-market trade 06-Aug-2021 688,520 $676,096.04 On-market trade 06-Aug-2021 -7,676 -$7,483.13 On-market trade 09-Aug-2021 6,970,385 $6,846,005.45 On-market trade 10-Aug-2021 62,209 $60,731.11 On-market trade 10-Aug-2021 1,583,056 $1,569,811.36 On-market trade 10-Aug-2021 3,604 $3,609.14 On-market trade 11-Aug-2021 10,075 $10,208.70 On-market trade 12-Aug-2021 159,077 $162,599.57 On-market trade 12-Aug-2021 -15,840 -$16,123.85 On-market trade 12-Aug-2021 1,889 $1,953.45 On-market trade 16-Aug-2021 418,587 $428,485.36 On-market trade 17-Aug-2021 834,801 $857,386.17 On-market trade 17-Aug-2021 -900 -$900.55 On-market trade 18-Aug-2021 347,417 $359,984.67 On-market trade 18-Aug-2021 1,032,780 $1,073,277.24 On-market trade 19-Aug-2021 439,555 $456,790.78 On-market trade				Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid Ordinary fully paid

19-Aug-2021	1,035,844	$1,071,550.42	On-market trade	Ordinary fully paid
20-Aug-2021	428,209	$445,029.65	On-market trade	Ordinary fully paid
25-Aug-2021	126,104	$0.00	Off-market transfer	Ordinary fully paid
25-Aug-2021	135,634	$134,573.08	On-market trade	Ordinary fully paid
26-Aug-2021	896,428	$888,928.04	On-market trade	Ordinary fully paid
26-Aug-2021	491,800	$486,868.80	On-market trade	Ordinary fully paid
27-Aug-2021	29,491	$29,260.32	On-market trade	Ordinary fully paid
02-Sep-2021	4,720	$4,780.65	On-market trade	Ordinary fully paid
06-Sep-2021	12,615	$12,332.58	On-market trade	Ordinary fully paid
07-Sep-2021	1,885	$1,845.69	On-market trade	Ordinary fully paid
07-Sep-2021	-2,000	-$1,918.05	On-market trade	Ordinary fully paid
09-Sep-2021	3,150	$2,975.08	On-market trade	Ordinary fully paid
10-Sep-2021	-850	-$772.80	On-market trade	Ordinary fully paid
10-Sep-2021	395,118	$373,613.98	On-market trade	Ordinary fully paid
10-Sep-2021	4,000	$3,771.95	On-market trade	Ordinary fully paid
13-Sep-2021	5,350	$5,131.20	On-market trade	Ordinary fully paid
13-Sep-2021	53,707	$51,139.28	On-market trade	Ordinary fully paid
14-Sep-2021	161,740	$154,055.88	On-market trade	Ordinary fully paid
15-Sep-2021	6,902,725	$6,748,687.40	On-market trade	Ordinary fully paid
16-Sep-2021	351,495	$350,838.48	On-market trade	Ordinary fully paid
17-Sep-2021	-809,723	-$850,115.63	On-market trade	Ordinary fully paid
17-Sep-2021	7,383,784	$7,747,941.32	On-market trade	Ordinary fully paid
17-Sep-2021	-2,110,877	-$2,216,298.95	On-market trade	Ordinary fully paid
17-Sep-2021	-9,337	-$9,600.39	On-market trade	Ordinary fully paid
17-Sep-2021	1,904	$2,025.91	On-market trade	Ordinary fully paid