MADER GROUP LIMITED — Major Shareholding Notification 2019

Sep 29, 2019

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder

ToCompany Name/Scheme Mader GroupLimited ACN/ARSN 159 340 397 1. Details of substantial holder (1) Name LukeMader,AmyMaderandMaidmentBridgeFarm InvestmentsPtyLtd ACN/ARSN (if applicable) 159 340 397 The holder became a substantial holder on 24 / 9 / 19 2. Details of 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 on the date the substantial holder became a substantial holder are as follows: Class of securities (4) Number of securities Persons’ votes (5) Voting power (6) Ordinary fully paid shares(Shares) 112,000,000 150,000,000 56% Shares1 150,000,000 150,000,000 75% 3. Details of relevant interests The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows: Holder of relevant interest Nature of relevant interest (7) Class and number of securities Luke Mader, Amy Mader and Maidment Bridge Farm InvestmentsPtyLtd Registered holders 112,000,000 Shares Mader Group Limited Mader Group Limited has entered into voluntary escrow deeds (Escrow Arrangements) with its existing shareholders Luke Mader, Amy Mader, Maidment Bridge Farm Investments Pty Ltd and Skye Alba Pty Ltd (Escrowed Shareholders) with respect to all of the shares held by the Escrowed Shareholders (Escrowed Shares), as disclosed in the prospectus dated 16 August 2019 issued by Mader Group Limited and Mader SaleCo Pty Ltd. Under the Escrow Arrangements, Mader Group Limited has the power to restrict the disposal of the Escrowed Shares. Accordingly, Mader Group Limited has a relevant interest in the Escrowed Shares pursuant section 608(1)(c) of the Corporations Act. Mader Group Limited has no right to acquire the Escrowed Shares or to control or exercise the voting rights attaching to the Escrowed Shares. Luke Mader, Amy Mader and Maidment Bridge Farm Investments Pty Ltd have a relevant interest in the Escrowed Shares pursuant to section 608(3)(a) of the Corporations Act as their voting power in Mader GroupLimited is above 20%. 150,000,000 Shares 1 Luke Mader, Amy Mader and Maidment Bridge Farm Investments Pty Ltd have a relevant interest in these securities pursuant to sections 608(1)(c) and 608(3)(a) of the Corporations Act due to the Escrow Arrangements entered into between Mader Group Limited and the Escrowed Shareholders. Refer to sections 3 and 4 below for further details.

1 Luke Mader, Amy Mader and Maidment Bridge Farm Investments Pty Ltd have a relevant interest in these securities pursuant to sections 608(1)(c) and 608(3)(a) of the Corporations Act due to the Escrow Arrangements entered into between Mader Group Limited and the Escrowed Shareholders. Refer to sections 3 and 4 below for further details.

603 page 2/2 15 July 2001

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Luke Mader, Amy Mader and Maidment Bridge Farm Investments PtyLtd	Luke Mader	Luke Mader	42,500,000 Shares
Luke Mader, Amy Mader and Maidment Bridge Farm InvestmentsPtyLtd	Amy Mader	Amy Mader	5,750,000 Shares
Luke Mader, Amy Mader and Maidment Bridge Farm InvestmentsPtyLtd	Maidment Bridge Farm Investments Pty Ltd	Maidment Bridge Farm Investments Pty Ltd	63,750,000 Shares
Mader Group Limited	(1) Luke Mader (2) Amy Mader (3) Maidment Bridge Farm Investments Pty Ltd (4)Skye Alba PtyLtd	(1) Luke Mader (2) Amy Mader (3) Maidment Bridge Farm Investments Pty Ltd (4)Skye Alba PtyLtd	(1) 42,500,000 Shares (2) 5,750,000 Shares (3) 63,750,000 Shares (4) 38,000,000 Shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
Luke Mader, Amy Mader and Maidment Bridge Farm Investments PtyLtd	Not applicable	N/A	N/A	Not applicable
Mader Group Limited	24/09/2019	Nil	Nil	150,000,000 Shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Luke Mader	Spouse of Amy Mader
Amy Mader	Spouse of Luke Mader and sole director / shareholder of Maidment Bridge Farm Investments PtyLtd
Maidment Bridge Farm Investments Pty Ltd	Amy Mader is the sole director / shareholder of this entity

7. Addresses

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

Name	Address
Mader Group Limited	'Hkew Alpha Building' Suite A1, 2 George Wiencke Drive, Perth AirportWA6105
Luke Mader	25 Bridgewater Close, Quindalup WA 6281
Amy Mader	25 Bridgewater Close, Quindalup WA 6281
Maidment Bridge Farm Investments Pty Ltd	'AMD House' Unit 1, 28-30 Wellington Street, Bunbury WA 6230
Skye Alba Pty Ltd	102 Forrest Street, Cottesloe WA 6011

Signature

Luke Mader capacity Registered holder print name sign here date 26 / 09 / 2019

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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.

• (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) 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.