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HYTERRA LTD — Major Shareholding Notification 2025
Mar 25, 2025
65084_rns_2025-03-25_ba31ad35-6b75-4500-9aa0-b2f7c8f63bbb.pdf
Major Shareholding Notification
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HyTerra Limited Phone +61 8 6478 7730
Unit 6, 335 Hay Street [email protected]
Subiaco Western Australia 6008 ACN 116 829 675
ASX: HYT hyterra.com
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26 March 2025
ASX ANNOUNCEMENT
Strategic Alliance Disclosure Update
HyTerra Ltd (ASX: HYT) ( HyTerra or the Company ) refers to Fortescue Future Industries Technologies Pty Ltd’s (“ Fortescue ”) A$21.9M investment in HyTerra that was approved by HyTerra shareholders on 5 December 2024 with ~98% of votes cast in favour of the resolution (the “ Subscription ”).
The Notice of Meeting sent to the Company’s shareholders on 5 November 2024 in relation to the Subscription included disclosure with respect to Fortescue’s potential acquisition of up to 49.75% of HyTerra’s issued shares. As at the date of this announcement, Fortescue holds 644,117,647 HyTerra shares (representing ~39.52% of HyTerra’s issued shares), along with 322,058,824 unquoted options (each exercisable for A$0.051 on or before 6 December 2027).
The Notice of Meeting did not include details of all of Fortescue’s associates, namely Fortescue Ltd and its other subsidiaries (the “ Fortescue Group Companies ”), nor any substantial shareholders of Fortescue Ltd holding an indirect relevant interest in HyTerra shares as a result of the Subscription. Details of the Fortescue Group Companies and substantial shareholders of Fortescue Ltd are publicly disclosed on an annual basis by Fortescue Ltd in its Annual Report (current as at the date of that report), a copy of which is available on Fortescue Ltd’s website and ASX platform.
Fortescue has provided the Company with a voluntary notice of change of interests of substantial holder, which notifies of a change in its voting power in HyTerra by 0.14% and which includes details of the Fortescue Group Companies and all persons who hold a relevant interest in the HyTerra shares held by Fortescue. A copy of this notice is attached to this announcement.
The Company continues to progress its Strategic Alliance with Fortescue and to pursue the exploration drilling program at the Nemaha Project that is being funded by the Subscription proceeds.
This announcement has been authorised for release by the Chairman of HyTerra Ltd.
Benjamin Mee Avon McIntyre Executive Director Executive Director + CTO [email protected] [email protected]
HYTERRA. A WORLD OF OPPORTUNITY.
Exploring for natural hydrogen and helium resources near major industrial hubs. White hydrogen's potential as a low-carbon feedstock or fuel has spurred millions in new investment and created a world rich with opportunities for first movers.
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HyTerra was the first company to list on the ASX with a focus on white hydrogen, which is generated naturally by the Earth. White hydrogen potentially has much lower production costs and carbon emissions than man-made hydrogen.
Our Nemaha Project in Kansas, USA, holds 100% owned and operated leases across the emerging Nemaha Ridge natural hydrogen and helium play fairway. Our Geneva Project in Nebraska, USA, is a 16% earn-in interest in a Joint Development with Natural Hydrogen Energy LLC targeting natural hydrogen and helium.
Both projects could be connected via railways, roads, and/or pipelines to multiple nearby offtakers, including ethanol and ammonia manufacturers, and petrochemical plants.
For more information please see: www.hyterra.com
Forward Looking Statements:
This release may contain forward-looking statements. These statements relate to the Company’s expectations, beliefs, intentions or strategies regarding the future. These statements can be identified by the use of words like “anticipate”, “believe”, “intend”, “estimate”, “expect”, “may”, “plan”, “project”, “will”, “should”, “seek” and similar words or expressions containing same. These forward-looking statements reflect the Company’s views and assumptions with respect to future events as of the date of this release and are subject to a variety of unpredictable risks, uncertainties, and other unknowns. Actual and future results and trends could differ materially from those set forth in such statements due to various factors, many of which are beyond our ability to control or predict. These include, but are not limited to, risks or uncertainties associated with the discovery and development subsurface gas reserves, cash flows and liquidity, business and financial strategy, budget, projections and operating results, gas prices, amount, nature and timing of capital expenditures, including future development costs, availability and terms of capital and general economic and business conditions. Given these uncertainties, no one should place undue reliance on any forward-looking statements attributable to HyTerra, or any of its affiliates or persons acting on its behalf. Although every effort has been made to ensure this release sets forth a fair and accurate view, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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15 July 2001
604
Form 604 Corporations Act 2001 Section 671B
Notice of change of interests of substantial holder
To Company Name/Scheme
HyTerra Limited ( HyTerra )
ACN/ARSN
ACN 116 829 675
1. Details of substantial holder (1)
Name
ACN/ARSN (if applicable)
Fortescue Ltd ( FMG ), Fortescue Future Industries Pty Ltd ( FFI ), Fortescue Future Industries Technologies Pty Ltd ( FFI Technologies ) and each of the entities referred to in Annexure A ( FMG Group Entities ) and Tattarang Pty Ltd ACN 055 961 361 atf the Peepingee Trust ( Tattarang )
Refer to Annexure A
There was a change in the interests of the substantial holder on
substantial holder on 21 February 2025 The previous notice was given to the company on 9 December 2024 The previous notice was dated 9 December 2024
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) | |
| Fully paid ordinary shares in HyTerra (Shares) |
644,117,647 | 39.66% | 644,117,647 | 39.52% |
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:
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Person
whose Consideration
Date of Nature of Class and number of Person’s votes
change relevant interest change (6) given in relation to change (7) securities affected affected
changed
Decrease in
relevant interest
due to dilution
after the issue of
Refer to FMG Group Entities and Shares by Not applicable 644,117,647 Shares (Refer to 644,117,647 (Refer to
Annexure B HyTerra to Annexure B) Annexure B)
Tattarang
persons other
than FMG Group
Entities and
Tattarang
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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 |
Nature of relevant interest (6) |
Class and number of securities |
Person’s votes |
|---|---|---|---|---|---|
| FMG Group Entities and Tattarang |
FFI Technologies | FFI Technologies | FFI Technologies has a relevant interest under section 608(1)(a) of the_Corporations Act 2001_ (Cth)(Corporations Act). FMG has a relevant interest under section 608(3)(b) of the Corporations Act as it controls FFI and FFI Technologies. FFI has a relevant interest under section 608(3)(b) of the Corporations Act as it controls FFI Technologies. The FMG Group Entities (excluding FMG, FFI Technologies and FFI) have a relevant interest under section 608(3)(a) of the Corporations Act as they are under the common control of FMG. Tattarang has a relevant interest under section 608(3)(a) of the Corporations Act as Tattarang has voting power of more than 20% in FMG. |
644,117,647 Shares | 644,117,647 |
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 |
|---|---|
| Red Hawk Mining Limited ACN 091 118 044 | An associatepursuant to section 12(2)(a)of the Corporations Act 2001. |
| PIOP Mine Co Pty Ltd ACN 637 106 873 | An associate pursuant to section 12(2)(a) of the Corporations Act 2001. |
| F M E Exploration Services Pty Ltd ACN 117 508 657 | An associate pursuant to section 12(2)(a) of the Corporations Act 2001. |
6. Addresses
The addresses of persons named in this form are as follows:
| Name | Address |
|---|---|
| FMG GroupEntities(See Annexure A) | Ground Floor, 256 St Georges Terrace, Perth WA 6000 |
| Tattarang | 171 – 173 Mounts BayRoad, Perth WA 6000 |
Signature
On behalf of each print name Adrian Di Carlo capacity substantial holder this Form relates to sign here Date 25 March 2025
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DIRECTIONS
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(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.
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(2) See the definition of "associate" in section 9 of the Corporations Act 2001.
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(3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
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(4) The voting shares of a company constitute one class unless divided into separate classes.
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(5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.
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(6) Include details of:
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(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
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(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).
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See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
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(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.
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(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’”.
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(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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Annexure A
This is Annexure A of three pages referred to in Form 604 (Notice of Change of Interests of Substantial Holder) signed by me and dated 25 March 2025.
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Signature of Adrian Di Carlo
FMG Group Entities
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Fortescue Ltd ACN 002 594 872 2. Fortescue Future Industries Technologies Pty Ltd ACN 656 350 033 3. Fortescue Future Industries Pty Ltd ACN 625 711 373
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Argentina Fortescue Future Industries S.A.
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Argentina Fortescue S.A.U.
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Argentina Minera S.A.
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Australian Fortescue Future Industries Holdings Pty Ltd ACN 639 519 449 8. Australian Fortescue Future Industries Pty Ltd ACN 646 221 801 9. Belinga Joint Venture Company Limited
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Bougainville Fortescue Limited
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Brasil Fortescue Mineração Limitada
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Brasil Fortescue Sustainable Industries Limitada 13. Cameroon Fortescue Future Industries Ltd
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Canada Fortescue Future Industries Ltd
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CD Hub Pty Ltd ACN 669 539 440 16. Chichester Metals Pty Ltd ACN 109 264 262 17. Chile Fortescue Future Industries SpA 18. Chile Fortescue SpA 19. Colombia Fortescue SAS 20. CSRP Pty Ltd ACN 146 577 737 21. Democratic Republic of Congo Fortescue Future Industries Ltd 22. Ecuador Fortescue S.A. 23. Energy Resources Fortescue Future Industries Pty Ltd ACN 657 147 987 24. FFI Ionix, Inc. 25. FFI Phoenix Hub Holdings LLC 26. FFI USA Investments Inc. 27. FGAM Holdings Inc. 28. F M E Exploration Services Pty Ltd ACN 117 508 657 29. FMG Air Pty Ltd ACN 147 336 481 30. FMG America Finance Inc. 31. FMG Ashburton Pty Ltd ACN 161 551 873 32. FMG Autonomy Pty Ltd ACN 630 728 513 33. FMG Chichester Personnel Pty Ltd ACN 165 943 126 34. FMG Clean Energy Pty Ltd ACN 638 183 329 35. FMG Colombia Operations PTE LTD 36. FMG Ecuador Operations PTE LTD 37. FMG Ecuador Tenements PTE LTD 38. FMG Exploration Pty Ltd ACN 153 445 786 39. FMG Hong Kong Shipping Ltd 40. FMG Insurance Singapore Pte Ltd 41. FMG International Exploration PTE LTD 42. FMG International Pte Ltd 43. FMG International Shipping Pte Ltd 44. FMG IOC Pty Ltd ACN 153 849 426 45. FMG Iron Bridge (Aust) Pty Ltd ACN 150 848 025 46. FMG Iron Bridge Limited 47. FMG JV Company Pty Ltd ACN 161 548 956 48. FMG Magnetite Pty Ltd ACN 125 124 405 49. FMG North Pilbara Pty Ltd ACN 125 154 243 50. FMG Nullagine Pty Ltd ACN 153 447 646 51. FMG Nyidinghu Pty Ltd ACN 162 576 678 52. FMG Personnel Pty Ltd ACN 153 846 774 53. FMG Personnel Services Pty Ltd ACN 159 057 646 54. FMG Pilbara Pty Ltd ACN 106 943 828 55. FMG Procurement Services Pty Ltd ACN 166 797 244 56. FMG Resources (August 2006) Pty Ltd ACN 118 887 835 57. FMG Resources Pty Ltd ACN 095 546 428 58. FMG Solomon Pty Ltd ACN 128 959 179
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- FMG South America Pte Ltd 60. FMG Trading Shanghai Co., Ltd 61. FMG Training Pty Ltd ACN 158 710 395 62. Fortescue Canada Limited 63. Fortescue Capital Pty Ltd ACN 666 215 827 64. Fortescue Energy Hong Kong Investments Limited 65. Fortescue Energy Pty Ltd ACN 672 278 456 66. Fortescue Energy Ventures Limited 67. Fortescue Future Chemicals Manufacturing Ethiopia PLC 68. Fortescue Future Industries International Pty Ltd ACN 652 765 985 69. Fortescue Future Industries Kenya Ltd 70. Fortescue Future Industries Middle East Management Limited 71. Fortescue Future Industries Namibia (Proprietary) Limited 72. Fortescue Future Industries Pty Ltd PSC (Jordan) 73. Fortescue UK IP Limited 74. Fortescue Future Industries United Kingdom Holdings Limited 75. Fortescue Global Asset Management LLC 76. Fortescue Green Technologies Pty Ltd ACN 656 732 311 77. Fortescue Hydrogen Systems Australia Pty Ltd ACN 656 355 921 78. Fortescue Hydrogen Technology (Hefei) Limited 79. Fortescue International Marketing Pte Ltd 80. Fortescue Metals Pty Ltd ACN 670 893 231 81. Fortescue Morocco SARLAU 82. Fortescue One Pty Ltd ACN 659 996 808 83. Fortescue Services Pty Ltd ACN 153 845 562 84. Fortescue Shipping Amanda Pte Ltd 85. Fortescue Shipping David Pte Ltd 86. Fortescue Shipping Grace Pte Ltd 87. Fortescue Shipping Matilda Pte Ltd 88. Fortescue Shipping Nicola Pte Ltd 89. Fortescue Shipping Northern Spirit Pte Ltd 90. Fortescue Shipping Singapore Pte Ltd 91. Fortescue Shipping Sophia Pte Ltd 92. Fortescue Shipping Sydney Pte Ltd 93. Fortescue UK Services Limited 94. Fortescue WAE Pty Ltd ACN 656 734 388 95. Fortescue Zero Limited 96. Gibson Island FFI Holdings Pty Ltd ACN 670 523 494 97. Gibson Island H² Pty Ltd ACN 657 147 996 98. Gibson Island NH³ Pty Ltd ACN 670 524 553 99. Gladstone H² Pty Ltd ACN 652 232 678 100. Greenland Fortescue A/S 101. Holmaneset H2 AS 102. IB Operations Pty Ltd ACN 165 513 557 103. International Bulk Ports Pty Ltd ACN 120 560 849 104. IRBR Pty Ltd ACN 644 553 819 105. Ivindo Iron SA 106. Karribi Developments Pty Ltd ACN 120 560 830 107. Kazahkstan Fortescue LLP 108. Kazakhstan Fortescue Future Industries Limited 109. Kazakhstan Fortescue Operations LLP 110. Masters Way Homes Pty Ltd ACN 127 368 076 111. MIH2 Pty Ltd ACN 648 883 416 112. MIH2 USA People, Inc. 113. MIH2 USA, LLC 114. Mula Hemnes H2 AS 115. Nascent Exploration Pty Ltd ACN 636 036 774 116. Net Zero Holdings Pty Ltd ACN 649 001 632 117. Netherlands Fortescue Future Industries Holdings B.V. 118. New Zealand Fortescue Future Industries Limited 119. Norway Fortescue Future Industries Holdings AS 120. Papua New Guinea Fortescue Future Industries Ltd 121. Peru Fortescue SAC 122. Phoenix Hydrogen Hub LLC 123. Pilbara Energy (Generation) Pty Ltd ACN 631 303 305 124. Pilbara Energy Company Pty Ltd ACN 624 732 878 125. Pilbara Gas Pipeline Pty Ltd ACN 163 526 207 126. Pilbara Green Energy Company Pty Ltd ACN 666 222 439 127. Pilbara Housing Services Pty Ltd ACN 131 823 115 128. Pilbara Iron Ore Pty Ltd ACN 100 410 295 129. Pilbara Marine Pty Ltd ACN 100 871 609 130. Pilbara Mining Alliance Pty Ltd ACN 120 024 946 131. Pilbara Power Pty Ltd ACN 150 739 978 132. Pilbara Water and Power Pty Ltd ACN 157 870 829
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PIOP Mine Co Pty Ltd ACN 637 106 873 134. Portugal Fortescue Unipessoal LDA
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Prairie Renewable Energy Farm Pty Ltd ACN 660 745 282 136. PSV Leveque Pte Ltd
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PT Indonesia Fortescue Infrastructure
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PT Indonesia Papua Fortescue Future Industries 139. Red Hawk Mining Limited ACN 091 118 044 140. RZ Net Pty Ltd ACN 664 073 698 141. South Africa Fortescue Future Industries (Pty) Ltd 142. Southern Cross Wind Pty Ltd ACN 663 720 929 143. SS IB Pty Ltd ACN 166 301 588 144. Tasmania H2 Pty Ltd ACN 652 232 687 145. The Pilbara Infrastructure Pty Ltd ACN 103 096 340 146. Toowong Process Pty Ltd ACN 601 338 943 147. USA Fortescue Battery Holdings LLC
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USA Fortescue Energy Development LLC 149. USA Fortescue Energy Holdings LLC 150. USA Fortescue Facilities LLC
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USA Fortescue Future Industries LLC
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USA Fortescue Holdings Inc. 153. USA Fortescue Hydrogen Systems Holdings LLC 154. USA Fortescue IP, Inc.
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USA Fortescue Manufacturing Systems Holdings LLC 156. USA Fortescue MIH2 Holdings LLC
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USA Fortescue Piquette LLC
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Viridi S.A.
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VTEC Services Pty Ltd ACN 159 058 303
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W Hub Pty Ltd ACN 644 553 800
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WAE Joint Ventures Limited
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WAE Technologies Australia Pty Ltd ACN 666 915 975 163. WAE Technologies Deutschland GmbH
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WAE Technologies US LLC
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Fortescue UK Investment Management Limited
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Wongalee Renewable Energy Farm Pty Ltd ACN 660 745 255 167. Zambia Fortescue Limited
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Annexure B
This is Annexure B of one page referred to in Form 604 (Notice of Change of Interests of Substantial Holder) signed by me and dated 25 March 2025.
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Signature of Adrian Di Carlo
| Date | Issue of Shares by HyTerra to persons other than FMG Group Entities and Tattarang |
Total Shares on issue | FMG Group Entities and Tattarang votes affected |
FMG Group Entities and Tattarang voting power |
|---|---|---|---|---|
| 11/12/2024 | 1,990,813 | 1,625,958,893 | 644,117,647 | 39.61% |
| 24/12/2024 | 1,000,000 | 1,626,958,893 | 644,117,647 | 39.59% |
| 24/01/2025 | 1,000,000 | 1,627,958,893 | 644,117,647 | 39.57% |
| 10/02/2025 | 1,000,000 | 1,628,958,893 | 644,117,647 | 39.54% |
| 21/02/2025 | 1,000,000 | 1,629,958,893 | 644,117,647 | 39.52% |
| Voting power in Form 603 dated 9 December 2024 Decrease net change in voting power |
39.66% -0.14% |
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