READYTECH HOLDINGS LIMITED — Director's Dealing 2021

Oct 24, 2021

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	ReadyTech Holdings Limited
ABN	25 632 137 216

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Tom Matthews
Date of last notice	27 August 2021

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstancesgiving rise to the relevant interest.	Pemba Capital Partners Fund I PartnershipLPPemba Capital Partners Pty Ltd atf ThePemba Capital Co-Investment Trust
Date of change	19 October 2021
No. of securities held prior to change	Direct – 51,315
	Indirect
	Pemba Capital Partners Fund I PartnershipLP – 36,430,662 fully paid ordinary shares
	Pemba Capital Partners Pty Ltd atf ThePembaCapitalCo-InvestmentTrust–448,568 fully paid ordinary shares
	Pemba Capital Partners Pty Ltd atf The LiracTrust – 841,731 fully paid ordinary shares

+ See chapter 19 for defined terms.

Class	Fully paid ordinary shares
Number acquired	Nil
Number disposed	3,181,350
Value/ConsiderationNote: If consideration is non-cash, providedetails and estimated valuation	$3.60 per share (total of $11,452,860)
No. of securities held after change	Direct – 51,315
	Indirect
	Pemba Capital Partners Fund I PartnershipLP – 33,294,212 fully paid ordinary shares
	Pemba Capital Partners Pty Ltd atf ThePembaCapitalCo-InvestmentTrust–403,668 fully paid ordinary shares
	Pemba Capital Partners Pty Ltd atf The LiracTrust – 841,731 fully paid ordinary shares.
Nature of changeExample: on-market trade, off-market trade,exercise of options, issue of securities underdividend reinvestment plan, participation inbuy-back	As announced to ASX on 5 August 2021,the first earnout hurdles associated withthe Open Office transaction were achievedand the vendors elected to take the $9million Tranche A earnout consideration intheformofReadyTechshares.The3,181,350 shares issued to Pemba havebeen sold via a Block Trade Agreementdated 19 October 2021 to improve liquidity.

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract	Nil
Nature of interest	Nil
Name of registered holder(if issued securities)	Nil
Date of change	Nil

+ See chapter 19 for defined terms.

No. and class of securities towhich interest related prior tochangeNote: Details are only required for acontract in relation to which theinterest has changed	Nil
Interest acquired	Nil
Interest disposed	Nil
Value/ConsiderationNote: If consideration is non-cash,provide details and an estimatedvaluation	Nil
Interest after change	Nil

Part 3 – +Closed period

Were the interests in the securities or contractsdetailed above traded during a +closed period whereprior written clearance was required?	No
If so, was prior written clearance provided to allow thetrade to proceed during this period?	N/A
If prior written clearance was provided, on what datewas this provided?	N/A

+ See chapter 19 for defined terms.