HIPAGES GROUP HOLDINGS LTD — Major Shareholding Notification 2021

Sep 12, 2021

604 Page 1 of 3 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme hipages Group Holdings Limited

ACN/ARSN

644 430 839

1. Details of substantial holder (1)

Name hipages Group Holdings Limited (hipages)

ACN/ARSN (if applicable)

644 430 839

There was a change in the interests of the substantial holder on

substantial holder on 27 / 08 / 2021 The previous notice was given to the company on 13 / 11 / 2020 The previous notice was dated 12 / 11 / 2020

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:

ompany or scheme, are as follows:
Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Fully paid ordinary shares	89,010,457	68.5%	8,567,841	6.59%

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
27 August 2021	hipages Group Holdings Limited	Ceasing to have a relevant interest in 80,442,616 shares upon release of those shares from voluntary escrow.	Nil	Fully paid ordinary shares / 80,442,616	80,442,616

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

604 Page 2 of 3 15 July 2001

hipages	RSZ Pty Ltd as trustee for RSZ Trust	RSZ Pty Ltd as trustee for RSZ Trust	Restrictions on the disposal of shares until the release of the Company's financial results in 1H2022, under the voluntary escrow arrangements between hipages and Robert Sharon- Zipser, the Company's Chief Executive Officer, as disclosed in the prospectus dated 21 October 2020, give hipages a deemed relevant interest in its own shares under section 608(1)(c) of the Corporations Act 20021 (Cth). See Annexure A for escrow deed entered into. However, hipages has no right to acquire these shares or to control the voting rights attached to these shares.	7,521,076 fully paid ordinary shares	7,521,076
hipages	Hipages ESP Pty Ltd as trustee for Hipages Employee Share Plan Trust	Hipages ESP Pty Ltd as trustee for Hipages Employee Share Plan Trust	As above.	1,046,765 fully paid ordinary shares	1,046,765

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
N/A	N/A

6. Addresses

604 Page 3 of 3 15 July 2001

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

Name	Address
hipages	Level 10, 255 Pitt Street, Sydney NSW 2000

Signature

print name Andrew Whitten sign here

capacity Company Secretary date 13 / 09 / 2021

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 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.

• (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.