NOVONIX Ltd — Major Shareholding Notification 2021

Feb 4, 2021

605 page 1/3 15 July 2001

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme Novonix Limited ( NVX )

ACN/ARSN ACN 157 690 830

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)

Philip St Baker and Peta St Baker as trustees for the P&P St Baker Family Trust (ABN 52 215 564 877) ( P&P Trust ) AND Monte Vista Holdings Pty Ltd (ACN 120 059 092) as trustee for Ouray Super Fund (ABN 63 473 919 719) AND Philip St Baker AND Peta St Baker

As above

The holder ceased to be a Various dates (see dates substantial holder on of change below) The previous notice was given to the company on 12 August 2019 The previous notice was dated 12 August 2019

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person's votes affected
17 January 2020	P&P Trust	Participation in share purchase plan	$0.51 per fully paid ordinary share, totalling $29,999.73	58,823 fully paid ordinary shares	58,823
17 January 2020	P&P Trust	New share issue by NVX (2,583,755 shares)	N/A	N/A	N/A
5 June 2020	P&P Trust	New share issue by NVX (82,984,877 shares)	N/A	N/A	N/A
15 June 2020	P&P Trust	New share issue by NVX (183,333 shares)	N/A	N/A	N/A
25 June 2020	P&P Trust	Participation in entitlement offer	$0.29 per fully paid ordinary share, totalling $1,799,682	6,205,800 fully paid ordinary shares	6,205,800
25 June 2020	P&P Trust	New share issue by NVX (67,232,027 shares)	N/A	N/A	N/A
30 June 2020	P&P Trust	New share issue by NVX (67,085,100 shares)	N/A	N/A	N/A
10 July 2020	P&P Trust	New share issue by NVX (250,000 shares)	N/A	N/A	N/A
24 September 2020	P&P Trust	New share issue by NVX (3,000,000 shares)	N/A	N/A	N/A
28 September 2020	Monte Vista Holdings Pty Ltd (ACN 120 059 092), Philip St Baker, and Peta St Baker	Issue of shares on vesting / exercise of performance rights	Nil - issue of shares on vesting / exercise of performance rights	158,865 fully paid ordinary shares	158,865

				605 page 2/3 15 July 2001	605 page 2/3 15 July 2001
Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person's votes affected
28 September 2020	P&P Trust	New share issue by NVX (158,865 shares)	N/A	N/A	N/A
17 November 2020 to 3 February 2021	P&P Trust	On-market trades	Average price between $1.075 and $2.989 per fully paid ordinary share, totalling gross proceeds of $4,863,360.75	(3,827,664) fully paid ordinary shares	(3,827,664)

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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
Monte Vista Holdings Pty Ltd (ACN 120 059 092) as trustee for Ouray Super Fund (ABN 63 473 919 719)	Acts in concert with P&P Trust in relation to NVX's affairs - Section 12(2)(c) of the Corporations Act 2001(Cth)
P&P Trust	Acts in concert with Monte Vista Holdings Pty Ltd (ACN 120 059 092) as trustee for Ouray Super Fund (ABN 63 473 919 719) in relation to NVX's affairs - Section 12(2)(c) of the Corporations Act 2001(Cth)

4 Addresses

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

Name	Address
Philip St Baker	C/- Accounting Solutions & Strategies, Unit 10214, 8 Harbour Road, Hamilton, Queensland, 4007
Peta St Baker	C/- Accounting Solutions & Strategies, Unit 10214, 8 Harbour Road, Hamilton, Queensland, 4007
Monte Vista Holdings Pty Ltd (ACN 120 059 092)	C/- Accounting Solutions & Strategies, Unit 10214, 8 Harbour Road, Hamilton, Queensland, 4007

Signature

print name sign here	Philip St Baker capacity As trustee for the P&P St Baker Family Trust (ABN 52 215 564 877) and as director of Monte Vista Holdings Pty Ltd (ACN 120 059 092)
	date 5 February 2021

605 page 3/3 15 July 2001

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 4 of the form.

• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (3) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (4) 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.

• (5) 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.

• (6) The voting shares of a company constitute one class unless divided into separate classes.

• (7) Give details, if appropriate, of the present association and any chansge in that association since the last substantial holding notice.

605 GUIDE page 1/1 13 March 2000

GUIDE

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 605.

Signature This form must be signed by either a director or a secretary of the substantial holder. Lodging period Nil Lodging Fee Nil Other forms to be Nil completed

Additional information (a) If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form. (b) This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.

• (c) The person must give a copy of this notice:

• (i) within 2 business days after they become aware of the information; or

• (ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the information if:

• (A) a takeover bid is made for voting shares in the company or voting interests in the scheme; and

• (B) the person becomes aware of the information during the bid period.

Annexures

To make any annexure conform to the regulations, you must:

• 1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides

• 2 show the corporation name and ACN or ARBN

• 3 number the pages consecutively

• 4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied

• 5 identify the annexure with a mark such as A, B, C, etc

• 6 endorse the annexure with the words:

• This is annexure (mark) of (number) pages referred to in form (form number and title)

• 7 sign and date the annexure

• The annexure must be signed by the same person(s) who signed the form

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.