READYTECH HOLDINGS LIMITED — Director's Dealing 2022

Aug 22, 2022

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	23 December 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 Trusco 1 Pty Ltd ATF The PembaCapital Co-Investment Trust
Date of change	17 August 2022
No. of securities held prior to change	Direct – 51,315
	Indirect
	Pemba Capital Partners Fund I PartnershipLP – 33,294,212 fully paid ordinary shares
	Pemba Trusco 1 Pty Ltd ATF The PembaCapital Co-Investment Trust – 403,668 fullypaid ordinary shares
	Pemba Trusco 1 Pty Ltd ATF The Lirac Trust– 841,731 fully paid ordinary shares

+ See chapter 19 for defined terms.

Class	Fully paid ordinary shares
Number acquired	2,054,007
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, providedetails and estimated valuation	As announced to ASX on 5 August 2022, thesecond and final earnout hurdles associatedwith the Open Office transaction have beenachieved and the vendors elected to take the$9 million Tranche B earnout consideration inthe form of ReadyTech shares which wereissued at $3.0977 per share (being theVWAP for the six month period ending at theend of the relevant 12 month period (asdefined in the definition of "Trigger Event" inthe Notice of Extraordinary General Meeting(EGM) and accompanying documents dated15 February 2021)).For further details refer to the Notice of EGMandaccompanyingdocumentsdated15February 2021.
No. of securities held after change	Direct – 51,315
	Indirect
	Pemba Capital Partners Fund I PartnershipLP – 35,319,230 fully paid ordinary shares
	Pemba Trusco 1 Pty Ltd ATF The PembaCapital Co-Investment Trust – 432,657 fullypaid ordinary shares
	Pemba Trusco 1 Pty Ltd ATF The Lirac Trust– 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	100% Blooming of the Class B PerformanceSharesissuedon23March2021asapproved by shareholders at the EGM heldon 19 March 2021.

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	N/A
Nature of interest	N/A
Name of registered holder(if issued securities)	N/A

+ See chapter 19 for defined terms.

Date of change	N/A
No. and class of securities to	N/A
which interest related prior to
change
Note: Details are only required for a
contract in relation to which the
interest has changed
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration	N/A
Note: If consideration is non-cash,
provide details and an estimated
valuation
Interest after change	N/A

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.