READYTECH HOLDINGS LIMITED — Major Shareholding Notification 2021

Aug 26, 2021

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	ReadyTech Holdings Limited (Company)
ACN/ARSN	632 137 216
1.Details of substantial holder (1)Name	Pemba Capital Partners Fund I Partnership LP, Pemba Capital Partners Pty Ltd ACN 121 906 045 as trustee of The Pemba Capital Co
ACN (if applicable)	As above
There was a change in the interests of thesubstantial holder on	24/08/2021
The previous notice was given to the company on	11/08/2021
The previous notice was dated	10/08/2021
	Investment Trust and Pemba Capital Partners Pty Ltd ACN 121 906 045 as trustee of The Lirac Trust (together, the Pemba Entities)

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interest 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)
Fully paid ordinary shares	34,539,611	34%	37,720,961	35.4%

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:

Dates ofchange	Person whoserelevant interestchanged	Nature of change (6)	Considerationgiven in relation tochange (7)	Class andnumber ofsecuritiesaffected	Person's votesaffected
24/08/2021	The Pemba Entities	As announced to ASX on 5August 2021, the firstearnout hurdles associatedwith the Open Officetransaction have beenachieved and the vendorselected to take the $9 millionTranche A earnoutconsideration in the form ofReadyTech shares whichwere issued at the agreedprice of $2.00 per share(being the closing priceimmediately beforeannouncement of theproposed acquisition on 6November 2020).For further details refer tothe Notice of ExtraordinaryGeneral Meeting andExplanatory Memorandumdated 15 February 2021.	N/A	Fully paidordinary Shares37,720,961	37,720,961

4. Present relevant interests

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

Holder ofrelevantinterest	Registered holderof securities	Person entitled tobe registered asholder (8)	Nature ofrelevantinterest (6)	Class andnumber ofsecurities	Person'svotes
The PembaEntities	Pemba CapitalPartners Fund IPartnership LP	Pemba CapitalPartners Fund IPartnership LP	As registered holder of thesecurities under section608(1) of the Act	Fully paidordinary Shares36,430,662	36,430,662
The PembaEntities	Pemba CapitalPartners Pty LtdACN 121 906 045 astrustee of ThePemba Capital CoInvestment Trust	Pemba CapitalPartners Pty Ltd ACN121 906 045 astrustee of The PembaCapital CoInvestment Trust	As registered holder of thesecurities under section608(1) of the Act	Fully paidordinary Shares448,568	448,568
The PembaEntities	Pemba CapitalPartners Pty LtdACN 121 906 045 astrustee of The LiracTrust	Pemba CapitalPartners Pty Ltd ACN121 906 045 astrustee of The LiracTrust	As registered holder of thesecurities under section608(1) of the Act	Fully paidordinary Shares841,731	841,731

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 (if applicable)	Nature of association
N/A	N/A

6. Addresses

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

Name	Address
The Pemba Entities	Level 32, Governor Phillip Tower, 1 Farrer Place Sydney NSW 2000

Signature

print name Karl Magnus Fredrik Hildingsson

sign here Date

print name Karl Magnus Fredrik Hildingsson

sign here Date

print name Karl Magnus Fredrik Hildingsson

sign here Date

Capacity: Director

Pemba Capital Partners Fund I GP Pty Ltd ACN 612 285 382 as general partner of Pemba Capital Partners Fund I Management Partnership, LP as general partner of Pemba Capital Partners Fund I Partnership, LP

27/08/2021

Capacity: Director

Pemba Capital Partners Pty Ltd ACN 121 906 045 as trustee of The Pemba Capital Co-Investment Trust 27/08/2021

Capacity: Director

Pemba Capital Partners Pty Ltd ACN 121 906 045 as trustee of The Lirac Trust

27/08/2021