KEYBRIDGE CAPITAL LIMITED — Major Shareholding Notification 2021

Aug 24, 2021

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To: Company Name/Scheme Keybridge Capital Limited (ASX: KBC) ACN/ARSN 088 267 190

1. Details of substantial holder (1) Name Wilson Asset Management Group (WAM Group) - Refer entities listed in Annexure A

ACN\ARSN (if applicable)

N/A

There was a change in the interests of the substantial holder on The previous notice was given to the company on The previous notice was dated	18 /08 / 13 /01 / 13 /01 /	2021
		2021
		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)
Fully Paid Ordinary Shares	93,890,584	47.52%A	94,612,457	45.45%B

Notes:

• A. Percentage assumes 197,587,557 voting securities on issue in KBC. This number excludes 6,000,000 unlisted fully paid ordinary shares (subject to dividend/voting restrictions) issed under the Exexutive Share Plan (ESP).

• B. Percentage assumes 208,149,961 voting securities on issue in KBC. This number excludes 6,000,000 unlisted fully paid ordinary shares (subject to dividend/voting restrictions) issed under the Exexutive Share Plan (ESP).

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
28 January 2021	N/A	Decrease in the WAM Group’s voting power as a consequence of KBC issuing 698,167 shares on the terms set out in KBC’s Bidder’s Statement dated 14 August 2020.	N/A	698,167 shares	698,167 votes
6 April 2021	N/A	Decrease in the WAM Group’s voting power as a consequence of KBC issuing 1,549,305 shares on the terms set out in KBC’s Bidder’s	N/A	1,549,305 shares	1,549,305 votes

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					Page2of3
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
		Statement dated 14 August 2020.
16 June 2021	N/A	Decrease in the WAM Group’s voting power as a consequence of KBC issuing 43,039 shares on the terms set out in KBC’s Bidder’s Statement dated 14 August 2020.	N/A	43,039 shares	43,039 votes
11 August 2021	N/A	Decrease in the WAM Group’s voting power as a consequence of KBC issuing 2,028,565 shares on conversion of 140,247 CRPNs.	N/A	2,028,565 shares	2,028,565 votes
18 August 2021	N/A	Decrease in the WAM Group’s voting power as a consequence of KBC issuing 6,243,328 shares on the terms set out in KBC’s Bidder’s Statement dated 14 August 2020.	N/A	6,243,328 shares	6,243,328 votes
28 January 2021 – 23 July 2021	Wilsonn Asset Management Group	On Market Purchase	6.9c per share	840,223 shares	840,223 votes

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
Refer Annexure B

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

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

Name Address Refer Annexure A

Page 3 of 3

Signature

print name Martyn McCathie capacity Head of Operations

sign here date 25 August 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 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 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.

Annexure A

Wilson Asset Management Group

1. Details of Wilson Asset Management Group

1. Details of Wilson Asset Management Group
Name	ACN / ARSN
Wilson Asset Management(International)PtyLimited	(ACN 081 047 118)
MAM PtyLimited	(ACN 100 276 542)
WAM Capital Limited	(ACN 086 587 395)
WAM Research Limited	(ACN 100 504 541)
WAM Active Limited	(ACN 126 420 719)
Botanical Nominees PtyLimited as trustee of the Wilson Asset Management EquityFund	(ACN 081 032 000)
WAM Leaders Limited	(ACN 611 053 751)
WAM MicrocapLimited	(ACN 617 838 418)
WAM Global Limited	(ACN 624 572 925)
WAM Alternative Assets Limited	(ACN 168 941 704)
WAM Strategic Value Limited	(ACN 649 096 220)

6. Addresses

Name	Address
Wilson Asset Management(International)PtyLimited	Level 26,1 Farrer Place,Sydney,NSW 2000
MAM PtyLimited	Level 26,1 Farrer Place, Sydney, NSW 2000
WAM Capital Limited	Level 26,1 Farrer Place, Sydney,NSW 2000
WAM Research Limited	Level 26,1 Farrer Place, Sydney,NSW 2000
WAM Active Limited	Level 26,1 Farrer Place, Sydney,NSW 2000
Botanical Nominees PtyLimited	Level 26,1 Farrer Place, Sydney,NSW 2000
WAM Leaders Limited	Level 26,1 Farrer Place, Sydney,NSW 2000
WAM MicrocapLimited	Level 26,1 Farrer Place, Sydney,NSW 2000
WAM Global Limited	Level 26,1 Farrer Place, Sydney,NSW 2000
WAM Alternative Assets Limited	Level 26,1 Farrer Place, Sydney,NSW 2000
WAM Strategic Value Limited	Level 26,1 Farrer Place, Sydney,NSW 2000
CitigroupPtyLimited	Level 21,2 ParkStreet, Sydney,NSW 2000

Signed: _____ Date: 25 / 08 / 2021

ANNEXURE B

Holder of relevant interest	Registered Holder of Securities	Person entitled to be the registered as holder (8)	Nature of relevent interest (6)	Class and Number of Securities	Person's votes
WAM Capital Limited	WAM Capital Limited	WAM Capital Limited	Management of portfolio of WAM Capital Limited	31,645,808 ordinaryshares	31,645,808 ordinaryshares
WAM Capital Limited	CitigroupPtyLimited	WAM Capital Limited	Management of portfolio of WAM Capital Limited	791,033 ordinaryshares	791,033 ordinaryshares
WAM Active Limited	WAM Active Limited	WAM Active Limited	Management of portfolio of WAM Active Limited	60,782,645 ordinaryshares	60,782,645 ordinaryshares
WAM Active Limited	CitigroupPtyLimited	WAM Active Limited	Management of portfolio of WAM Active Limited	48,126 ordinaryshares	48,126 ordinaryshares
Botanical Nominees Pty Limited ATF Wilson Asset Management EquityFund	Botanical Nominees Pty Limited ATF Wilson Asset Management EquityFund	Botanical Nominees Pty Limited ATF Wilson Asset Management EquityFund	Management of portfolio of Botanical Nominees Pty Limited ATF Wilson Asset Management EquityFund	1,343,781 ordinaryshares	1,343,781 ordinaryshares
Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	Citigroup Pty Limited	Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	Management of portfolio of Botanical Nominees Pty Limited ATF Wilson Asset Management Equity Fund	1,064 ordinary shares	1,064 ordinary shares

Signed: _____

Date: 25 / 08 / 2021