KOGAN.COM LTD — Major Shareholding Notification 2018

Feb 27, 2018

604 GUIDE page1/4 13 March 2000

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To: Company Name/Scheme

Kogan.com Limited (ASX:KGN)

ACN/ARSN ACN 612 447 293

1. Details of substantial holder (1)

Name Kogan Management Pty Ltd as Trustee for the Ruslan Tech Trust (ACN 145 965 475) (Kogan Management ) and

Ruslan Kogan ( Rusla n) ACN/ARSN (if applicable) ACN 145 965 475

There was a change in the interests of the substantial holder on 27/02/2018 The previous notice was given to the company on 26/10/2017 The previous notice was dated 26/10/2017

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)
Ordinary shares	48,456,558	51.8%	42,774,739	45.8%

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 relevantinterest changed	Nature of change (6)	Consideration given inrelation to change (7)	Class andnumber ofsecuritiesaffected	Person’s votes affected
27/02/2018	Kogan Managementand Ruslan	Off-market sale ofShares	$8.80 per share.	OrdinaryShares5,681,819	5,681,819

604 GUIDE page2/4 13 March 2000

4. Present relevant interests

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

Holder ofrelevantinterest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Nature of relevant interest (6)	Class andnumber ofsecurities	Person’s votes
Ruslan	HSBC CustodyNominees (Australia)Limited (HSBC) andKogan Management	Ruslan and KoganManagement	Ruslan controls an interest in sharesheld by HSBC as nominee for Walsh StManagement Pty Ltd ATF Walsh St Trust(Walsh St Trust). Ruslan also controlsKogan Management. which gives him arelevant interest in any Shares in whichKogan Management has a relevantinterest (refer below) under section608(3)(b)of the Corporations Act.	OrdinaryShares42,774,739	42,774,739
KoganManagement	Kogan Management PtyLtd	Kogan Management PtyLtd	Kogan Management, by virtue of Section608(1)(a), has a relevant interest in33,538,386 Shares as it is the registeredholder.	OrdinaryShares33,538,386	33,538,386
KoganManagement	Kogan Management PtyLtd	Kogan Management PtyLtd	By virtue of Section 608(3)(a), of theCorporations Act, Kogan Managementand Ruslan due to their relevant interestin Kogan.com Limited which has thepower to control the disposal of all of theShares subject to voluntary escrowarrangements.	OrdinaryShares23,547,603	23,547,603
KoganManagement	Shafer Corporation PtyLtd	Shafer Corporation PtyLtd	By virtue of Section 608(3)(a), of theCorporations Act, Kogan Managementand Ruslan due to their relevant interestin Kogan.com Limited which has thepower to control the disposal of all of theShares subject to voluntary escrowarrangements.	OrdinaryShares8,901,353	8,901,353

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

6. Addresses

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

ses of the persons named in this form are as follows:	ses of the persons named in this form are as follows:
Name	Address
Koan Manaement PtLtd	Level 10530 Collins StreetMel	ourne Vic 3000
g g y	, ,
Ruslan Kogan	Level 10, 530 Collins Street,Melb	ourneVic 3000

Signature

print name	Ruslan Kogan	capacity On behalf of Kogan Management and Ruslan
sign here		date 28 February 2018

604 GUIDE page3/4 13 March 2000

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.