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READCLOUD LIMITED Major Shareholding Notification 2023

Sep 5, 2023

65670_rns_2023-09-05_6457bed5-ef0d-44d0-802f-7becea460f22.pdf

Major Shareholding Notification

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September 6, 2023

ASX Company Announcement

Attn: Company Announcements Officer

Dear Sir/Madam,

Please find attached for lodgment Form 604 Notice of change of interests of substantial holder from Microequities Asset Management Pty Limited in respect of its interest in ReadCloud Limited (RCL).

Kind Regards, C. Gil (CEO & Chief Investment Officer) Microequities Asset Management Pty Ltd

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme
ACN/ARSN

1. Details of substantial holder(1)

Name
ACN/ARSN (if applicable)
There was a change in the interests of the
substantial holder on //
The previous notice was given to the company on //
The previous notice was dated //

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 Present notice
Person's votes Voting power (5) Person's votes Voting power (5)

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

4. Present relevant interests

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

Holder ofrelevantinterest Registeredholder ofsecurities Person entitledto be registeredas holder (8) Nature ofrelevantinterest (6) Class andnumber ofsecurities Person's votes

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

6. Addresses

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

Name Address

Signature

print name capacity
sign here date//

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 6 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, becom`e 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.

"ANNEXURE A"

THIS IS "ANNEXURE A" OF 1 PAGES REFERRED TO IN FORM 604 NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

ReadCloud Limited (RCL) ABN 44 136 815 891

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 ofChange Person whose relevantinterest changed Nature ofChange Consideration givenin relation to change Class andnumber ofsecuritiesaffected Persons votesaffected
30/07/2022-01/09/2023 MICROEQUITIES ASSETMANAGEMENT PTY LTD On Marketpurchases/salesand pursuantto entitlementoffer $350,806.54 Ordinary4,634,444 4,634,444

4. Present relevant interests

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

Holder of relevantinterest Registered holder ofsecurities Person entitled tobe registered asholder Nature ofrelevantinterest Class andnumber ofsecurities Person'svotes
MICROEQUITIES ASSET JP MORGAN CHASE JP MORGAN CHASE AS TRUSTEE & Ordinary 13,361,115
MANAGEMENT PTY LTD BANK BANK INVESTMENT 13,361,115
MANAGER

6. Addresses

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

Name Address
READCLOUD LIMITED 284 BAY STREET BRIGHTON VIC 3186
MICROEQUITIES ASSET MANAGEMENT PTY LIMITED SUITE 3105, LEVEL 31, GOVERNOR MACQUARIE TOWER,
1 FARRER PLACE SYDNEY NSW 2000
JP MORGAN CHASE BANK 85 CASTLEREAGH STREET SYDNEY NSW 2000

Signature: _____________ Name: Mr. C. Gil Capacity: Director Date: 06/09/2023