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NOVONIX Ltd — Major Shareholding Notification 2026
Jan 13, 2026
33557_rns_2026-01-13_eb6a35ad-4e68-4866-afae-2143d0da58b5.pdf
Major Shareholding Notification
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Docusign Envelope ID: EC166902-4751-4B93-AEAD-11119B05CD35
603[page 1/2 15 July 2018 ]
Form 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To Company/registered scheme/notified foreign passport fund name Novonix Limited 157 690 830
ACN/ARSN/APFRN NFPFRN (if applicable)
1. Details of substantial holder (1)
Name YA II PN, Ltd ACN/ARSN/APFRN (if applicable) N/A NFPFRN (if applicable)
The holder became a substantial holder on
12/ 1/ 2026
2. Details of voting power
The total number of votes attached to all the voting shares or interests in the company, scheme or fund 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 | Person's votes(5) | Voting power(6) |
|---|---|---|---|
| YA II PN, Ltd | 55,233,013 | 55,233,013 | 6.43% |
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:
e a substantial holder are as follows: |
||
|---|---|---|
| Holder of relevant interest | Nature of relevant interest (7) | Class and number of securities |
| YA II PN, Ltd | Relevant interest under paragraph 608(1) (a)as registered holder of shares |
55,233,013 fully paid ordinary shares |
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 |
|---|---|---|---|
| YA II PN,Ltd | YA II PN, Ltd. | YA II PN, Ltd | 55,233,013 fully paid ordinary 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 |
|---|---|---|---|---|
| YA II PN, Ltd | 9 January 2026 | Cash $7,471,000 |
Non-cash | 18,700,876 fully paid ordinaryshares |
| Please also refer to Schedule A |
Docusign Envelope ID: EC166902-4751-4B93-AEAD-11119B05CD35
603[page 2/2 15 July 2018 ]
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
Name and ACN/ARSN/APFRN (if Nature of association applicable) and NFPFRN (if applicable)
7. Addresses
The addresses of persons named in this form are as follows:
Name Address YA II PN, Ltd 102 Springfield Ave, Mountainside, New Jersey 07092
Signature
print name David Gonzale z capacity Director 13 1 2026 sign here date / /
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 7of 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 total number of votes attached to all the voting shares or interests in the company, scheme or fund (if any) that the person or an associate has a relevant interest in.
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(6) The person's votes divided by the total votes in the body corporate, scheme or fund multiplied by 100.
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(7) Include details of:
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(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
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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).
See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.
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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) Details of the consideration must include any and all benefits, money and otherwise, 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.
Docusign Envelope ID: EC166902-4751-4B93-AEAD-11119B05CD35
Schedule A – Referred to in Form 603 Notice of Initial Substantial Holder
| Holder of Relevant Interest |
Date of Acquisition/Disposal |
Nature of transaction | Consideration | Class and Number of Securities (Fully Paid Ordinary Shares) |
|---|---|---|---|---|
| YA II PN, Ltd | 10/9/2025 | Exercise of convertible securities held by YA II PN, Ltd |
N/A | (19,299,170) |
| YA II PN, Ltd | 13/10/2025 | Exercise of convertible securities held by YA II PN, Ltd |
N/A | (68,059,769) |
| YA II PN, Ltd | 14/10/2025 | Disposal of fully paid ordinary shares |
$24,805,374 | (28,991,910) |
| YA II PN Ltd | 15/10/2025 | Conversion of debt to fully paid ordinary shares under the Funding Agreement between Novonix Limited and YA II PN, Ltd. |
N/A | (48,044,482) |
| YA II PN Ltd | 15/10/2025 | Disposal of fully paid ordinary shares |
$11,299,432 | (12,051,173) |
| YA II PN, Ltd | 16/10/2025 | Disposal of fully paid ordinary shares |
$9,569,038 | (11,685,819) |
| YA II PN, Ltd | 17/10/2025 | Disposal of fully paid ordinary shares |
$4,003,876 | (5,327,182) |
| YA II PN, Ltd | 21/10/2025 | Disposal of fully paid ordinary shares |
$9,569,038 | (8,652,485) |
| YA II PN, Ltd | 22/10/2025 | Disposal of fully paid ordinary shares |
$1,673,280 | (2,256,269) |
| YA II PN, Ltd | 31/10/2025 | Disposal of fully paid ordinary shares |
$5,645,790 | (9,288,631) |
| YA II PN, Ltd | 7/1/2026 | Disposal of fully paid ordinary shares |
$846,396.57 | (1,631,473) |
| YA II PN, Ltd | 8/1/2026 | Disposal of fully paid ordinary shares |
$684,246.99 | (1,375,624) |
| YA II PN, Ltd | 9/1/2026 | Disposal of fully paid ordinary shares |
$1,800,447.55 | (3,176,782) |
3477-1413-7608_8888, v.4