READCLOUD LIMITED — Major Shareholding Notification 2021

Sep 20, 2021

2021-09-20 15:02:27 UTC 4 pages Onchicir, co¥,r)

TO

Name: ASX Number: +61 2 8298 8260

SUBJECT

Kinderhook Partners Change in Holding

MESSAGE

Please find attached Kinderhook Partners' notice of change in substantial holding regarding ReadCloud (RCL)

Form604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	ReadCloud Limited
ACN/ARSN	136 815 891
1. Details of substantial holder(1)
NameACN/ARSN (if applicable)	Kinderhook 2, L.P.W٨
There was a change in the interests of thesubstantial holder on	20 / 9 / 21
Theprevious notice was given to the company onTheprevious notice was dated	/11/202626 /11 /20

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 substaintinolder or an associate (2) had a relevant interest (3) invision and the contract of the material of the contract of the contract of the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Voting power (5)Person's votes		Person's vote	Votingpower (5)
Ordinary Shares	9.889.488	8.46%	8,808,991	7.41%

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 intiring securities of the company or scheme, since thesubstantial holder was last required togive a

Date ofchange	Person whoserelevant interestchanged	Nature ofchange (6)	Considerationgiven in relationto change(7)	Class andnumber ofsecuritiesaffected	Person's votesaffected
	lSee Attachment A

4. Present relevant interests

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

HolderrelevantΩtinterest	Registeredholder ofsecurities	Person entitledto be registeredas holder (8)	Nature ofrelevantinterest (6)	Class and Inumber ofsecurities	Persons votes
Kinderhook 2 L.P.	Citicorp Nominee PTYLimited	Kinderhook 2, L.P.	Power to dispose ofsecurities	8.808.991	7.41%
Stephen Clearman	Citicorp Nominee PTYLimited	Kinderhook 2. L.P.	Relevant Interest under8.808.991section $608(3)(a)$		7.41%

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their associationwi (B) the substantial holder in relation to voting interests in the company or schemeare as follows:

Name and ACN/ARSN (if applicable)	Nature of association

6. Addresses

The addresses of persons named in this formare as follows:

Namel	Address
Kinderhook 2. L.P.	2 Executive Drive Fort Lee, NJ 07024 USA
Citicorp Nominees PTY Limited	GPO Box 764G Melbourne, VIC 3001 Australia

Signature

print name	Brent Reale	AnalystCapacity
sign here	Buent Reale	20/9/2021Date

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related porations, or the manager and trustee of an equity trust), the namescould be included in an annexure to the form. If the relevant interests of agroup of persons are exarstaly similar, they may be referred to form.
• $(2)$ See the definition of "associate" insection 9 of the Corporations Act 2001.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ Thevotingshares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or schememultiplied by 100. $(5)$
• $(6)$ Includedetailsof:
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection(5) applies, a copy of any (a) document setting out the terms of any relevant agreement, and astatement by the persongiving full and accurate details of acromad scheme or arrangement, must accompany this form, together with a written statement certifying this contract, schemeor arrangement; and
  • $(b)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the vorgy peasor 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 whoma relevant instreas acquired has, or may, become entitled toreceive in relation to that acquisition. Details must be included even if the benefit is conditional on the happing 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 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 (eq. if the relevant interest arises because obption) write "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial hgldbtice.

Holder of	Date	Class of		Number	Number of	Price per Share	Total Amount	Accumulated
Relevant Interest	DD/MM/YY	Security	Nature of Change	Securities	Votes Affected	($A) Cash	($A), Cash	Shareholding
Kinderhook 2. L.P.	22/06/21	Ord.	Sale	73.000	73.000	0.36	26.280	9,816,488
Kinderhook 2. L.P.	23/06/21	Ord.	Sale	263.131	263.131	0.36	94,727	9.553.357
Kinderhook 2. L.P.	24/06/21	Ord.	Sale	6.400	6.400	0.36	2.304	9,546,957
Kinderhook 2. L.P.	28/06/21	Ord.	Sale	138.366	138.366	0.36	49.812	9,408,591
Kinderhook 2, L.P.	06/07/21	Ord.	Sale	9.191	9.191	0.36	3.309	9.399.400
Kinderhook 2. L.P.	30/07/21	Ord.	Sale:	47.718	47.718	0.32	15.270	9,351,682
Kinderhook 2, L.P.	02/08/21	Ord.	Sale	127,960	127,960	0.30	38,388	9,223,722
Kinderhook 2. L.P.	04/08/21	Ord.	Sale	156.068	156.068	0.29	45.260	9.067.654
Kinderhook 2. L.P.	05/08/21	Ord.	Sale	23.204	23.204	0.29	6.729	9.044.450
Kinderhook 2, L.P.	17/09/21	Ord.	Sale	235,366	235,366	0.27	63,549	8,809,084
Kinderhook 2. L.P.	20/09/21	Ord.	Sale	93	93	0.27	25	8.808.991

Attachment A - 3. Changes in relevant interests