G8 EDUCATION LIMITED — Major Shareholding Notification 2021

Nov 29, 2021

604 page 1/2 15 July 2001

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

G8 Education Limited

ACN/ARSN 123 828 553

1. Details of substantial holder (1)

Name Tanarra Capital Australia Pty Ltd and each other entity listed in the column headed 'Entity' in Annexure A (collectively Tanarra Entities) ACN/ARSN (if applicable) 114 164 331

There was a change in the interests of the substantial holder on 26/11/2021 The previous notice was given to the company on 21/09/2021 The previous notice was dated 21/09/2021

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:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Ordinaryshares	76,607,083	9.04%	86,875,476	10.25%

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 of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
21/09/2021	Tanarra Entities	Acquisition on ASX	$530,579.60	529,453 ordinary shares	529,453
22/09/2021	Tanarra Entities	Acquisition on ASX	$554,973.54	554,484 ordinary shares	554,484
05/11/2021	Tanarra Entities	Acquisition on ASX	$579,247.16	528,604 ordinary shares	528,604
08/11/2021	Tanarra Entities	Acquisition on ASX	$955,951.39	873,012 ordinary shares	873,012
09/11/2021	Tanarra Entities	Acquisition on ASX	$254,075.32	231,989 ordinary shares	231,989
10/11/2021	Tanarra Entities	Acquisition on ASX	$527,435.13	484,334 ordinary shares	484,334
11/11/2021	Tanarra Entities	Acquisition on ASX	$395,435.72	360,007 ordinary shares	360,007
12/11/2021	Tanarra Entities	Acquisition on ASX	$73,695.59	66,855 ordinary shares	66,855
15/11/2021	Tanarra Entities	Acquisition on ASX	$623,861.84	566,108 ordinary shares	566,108
16/11/2021	Tanarra Entities	Acquisition on ASX	$820,727.17	746,786 ordinary shares	746,786
17/11/2021	Tanarra Entities	Acquisition on ASX	$249,153.05	233,214 ordinary shares	233,214
24/11/2021	Tanarra Entities	Acquisition on ASX	$1,410,800.27	1,300,000 ordinary shares	1,300,000
25/11/2021	Tanarra Entities	Acquisition on ASX	$1,310,269.70	1,210,000 ordinary shares	1,210,000
26/11/2021	Tanarra Entities	Acquisition on ASX	$1,602,520.90	1,500,000 ordinary shares	1,500,000

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4. Present relevant interests

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Tanarra Entities	See Annexure B		See Annexure B	86,875,476ordinary shares	86,875,476

See further Annexure B

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604 page 2/2 15 July 2001

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:

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

6. Addresses

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

Name	Address
Tanarra Entities	See Annexure A
Sunsuper PtyLtd	Level 5, 30 Little Cribb Street, Milton, Queensland 4064
Host-Plus PtyLtd	Level 9, 114 William Street, Melbourne Victoria 3000
State Street Australia Limited	Level 14, 420 George Street, SYDNEY NSW 2000
CitigroupPtyLimited	Level 15, 120 Collins Street, Melbourne VIC 3000
The Trust Company (RE Services) Ltd	Level 12, Angel Place, 123 Pitt Street, Sydney NSW 2000
J.P. Morgan Nominees Australia Limited	85 Castlereagh St, Sydney NSW 2000

Signature

print name David Birkbeck	capacity	Company Secretary
sign here	date	30/11/2021
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 6 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.

• (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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Annexures

This is Annexure A of 2 pages referred to in the Form 604, Notice of change of interests of substantial holder signed by me and dated 30 November 2021

…………………………………….

David Birkbeck Company Secretary Tanarra Capital Australia Pty Ltd

	Entity	ACN	Registered Address
1.	Tanarra Pty Ltd	604 735 542	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
2.	Tanarra Group Pty Ltd	157 818 463	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
3.	Investment Ops No. 1 Pty Ltd	628 499 285	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
4.	Tanarra LTV Fund 1 Pty Ltd	631 878 781	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
5.	Tanarra Capital Pty Ltd	604 388 892	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
6.	Tanarra Capital Australia Pty Ltd	114 164 331	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
7.	Tanarra Jetwave Investments Pty Ltd	613 347 185	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
8.	Tanarra Consulting Pty Ltd	602 913 548	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
9.	Tanarra Foundation Pty Ltd	604 388 990	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
10.	Tanarra PE Investments Pty Ltd	605 670 979	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
11.	Tanarra Investments Pty Ltd	615 223 464	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
12.	CWC COF1 Investments Pty Ltd	126 132 536	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
13.	CWC COFA Pty Ltd	113 611 911	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
14.	CWC COFB Pty Ltd	114 881 113	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
15.	COF2 VCMP GP Pty Ltd	152 806 409	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
16.	Tanarra Capital Private GP1 Pty Ltd	604 820 671	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000
17.	TCP 1A Pty Ltd	605 695 814	Suite 4, Level 41, Grosvenor Place, 225 George Street, Sydney NSW 2000

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Annexures

This is Annexure B of 2 pages referred to in the Form 604, Notice of change of interests of substantial holder signed by me and dated 30 November 2021

…………………………………….

David Birkbeck Company Secretary Tanarra Capital Australia Pty Ltd

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered	Nature of relevant interest (6)	Class and number of securities	Person’s votes
The Trust Company (RE Services) Ltd ACN 003 278 831	J.P. Morgan Nominees Australia Limited ACN 002 899 961	N/A	Legal and beneficial ownership as trustee for the Tanarra Long Term Value Trust 2	4,489,863 ordinary shares	4,489,863
Tanarra LTV Fund 1 Pty Ltd ACN631 878 781	J.P. Morgan Nominees Australia Limited ACN 002 899 961	N/A	Legal and beneficial ownership as trustee for the Tanarra Long Term Value MInderoo Co- Investment Trust 1 Control by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra Entities	991,251 ordinary shares	991,251
The Trust Company (RE Services) Ltd ACN 003 278 831	.J.P. Morgan Nominees Australia Limited ACN 002 899 961	N/A	Legal and beneficial ownership as trustee for the Tanarra Long Term Value Fund Trust No.1	3,988,600 ordinary shares	3,988,600
Investment Ops No 1 Pty Ltd ACN 628 499 285	J.P. Morgan Nominees Australia Limited ACN 002 899 961	N/A	Legal and beneficial owner of 3,827,854 ordinary shares as trustee for Investment Ops No.1 Unit Trust. Control by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra Entities.	3,988,600 ordinary shares	3,988,600
Sunsuper Pty Ltd ABN 88 010 720 840	State Street Australia Limited	N/A	Legal and beneficial ownership as trustee for the Sunsuper Superannuation Fund	39,241,689 ordinary shares	39,241,689
Host-Plus Pty Limited	Citigroup Pty Limited	N/A	Legal and beneficial ownership as trustee for the Hostplus Pooled Superannuation Trust	38,164,073 ordinary shares	38,164,073
Tanarra Pty Ltd ACN 604 735 542	See above	N/A	Control of Tanarra Group Pty Ltd	86,875,476 ordinary shares	86,875,476

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Tanarra Group Pty Ltd ACN157818463	See above	N/A	Control ofthe other Tanarra Entities	86,875,476 ordinary shares	86,875,476
Tanarra Capital Pty Ltd ACN 604 388 892	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra Entities.	86,875,476 ordinary shares	86,875,476
Tanarra Capital Australia Pty Ltd ACN 114 164 331	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra entities. Investment mandate under management agreement dated 20 March 2019 with discretionary power to vote and dispose of shares in which Investment Ops Pty Ltd has a relevant interest. Investment mandate under investment management agreement dated 2 April 2019 with discretionary power to vote and dispose of shares in which Sunsuper Pty Ltd has a relevant interest. Investment mandate under investment management agreement dated 19 February 2020 with discretionary power to dispose of, but not to vote, shares in which Host-Plus Pty Ltd has a relevant interest. Investment mandate under investment management agreement dated 18 March 2020 with discretionary power to vote and dispose of shares in which Tanarra LTV Fund 1 Pty Ltd has as trustee of the Tanarra Long Term Value Minderoo Co-investment Trust 1 has a relevant interest. Investment mandate under investment management agreement dated 4 August 2021 with discretionary power to vote and dispose of shares in which The Trust Company (RE Services) Limited as trustee of the Tanarra Long Term Value investment Trust 1 & Tanarra Long Term Value Fund No.2 Trust have a relevant interest.	86,875,476 ordinary shares	86,875,476

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Tanarra Jetwave Investments Pty Ltd ACN 613 347 185	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra entities.	86,875,476 ordinary shares	86,875,476
Tanarra Consulting Pty Ltd ACN 602 913 548	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra entities.	86,875,476 ordinary shares	86,875,476
Tanarra Foundation Pty Ltd ACN 604 388 990	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra entities.	86,875,476 ordinary shares	86,875,476
Tanarra PE Investments Pty Ltd ACN 605 670 979	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra entities.	86,875,476 ordinary shares	86,875,476
Tanarra Investments Pty Ltd ACN 615 223 464	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra entities.	86,875,476 ordinary shares	86,875,476
CWC COF1 Investments Pty Ltd ACN 126 132 536	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra entities.	86,875,476 ordinary shares	86,875,476
CWC COFA Pty Ltd ACN 113 611 911	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra entities.	86,875,476 ordinary shares	86,875,476
CWC COFB Pty Ltd ACN 114 881 113	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra entities.	86,875,476 ordinary shares	86,875,476
COF2 VCMP GP Pty Ltd ACN 152 806 409	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra entities.	86,875,476 ordinary shares	86,875,476
Tanarra Capital Private GP1 Pty Ltd ACN 604 820 671	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra entities.	86,875,476 ordinary shares	86,875,476
TCP 1A Pty Ltd ACN 605 695 814	See above	N/A	Controlled by Tanarra Group Pty Ltd as its controller and associate of the other Tanarra entities.	86,875,476 ordinary shares	86,875,476

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