READYTECH HOLDINGS LIMITED — Major Shareholding Notification 2021

Feb 23, 2021

ReadyTech Holdings Limited ABN 25 632 137 216

24 February 2021

Form 605 – Notice of ceasing to be a substantial holder

ReadyTech Holdings Limited (ReadyTech or the Company) advises that as per the attached Form 605 Notice of ceasing to be a substantial holder, ReadyTech no longer has a relevant interest in the ReadyTech fully paid ordinary shares that were subject to voluntary escrow (under section 608(1)(c) of the Corporations Act 2001 (Cth)).

By way of background, as a result of the disposal restrictions included in the voluntary escrow agreements (as detailed in section 7.8 of ReadyTech's Prospectus dated 29 March 2019), ReadyTech had a technical deemed relevant interest in the shares subject to voluntary escrow. However, ReadyTech did not have the right to acquire the shares, or to control the voting rights attached to the escrowed shares.

As per the ASX announcement dated 5 February 2021, 17,269,806 fully paid ordinary shares subject to voluntary escrow arrangements at the time that ReadyTech was admitted to the official list of ASX have been released from voluntary escrow following the satisfaction of the requirements in the Voluntary Escrow Deeds dated 29 March 2019.

This announcement has been authorised for release to the ASX by the Chief Financial Officer and Company Secretary of ReadyTech.

For more information please contact:

Nimesh Shah Chief Financial Officer E: nimesh.shah@readytech.io P: + 61 437 980 296

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme	ReadyTech Holdings Limited
ACN/ARSN	632 137 216
1. Details of substantial holder (1)
Name	ReadyTech Holdings Limited

The holder ceased to be a substantial holder on	17 February 2021
The previous notice was given to the company on	16 November 2020
The previous notice was dated	16 November 2020

2. Changes in relevant interests

ACN/ARSN (if applicable) 632 137 216

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) 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 of change(4)	Consideration givenin relation tochange (5)	Class (6) andnumber ofsecurities affected	Person'svotesaffected
17 February2021	ReadyTechHoldings Limited	Release of fullypaid ordinaryshares fromvoluntary escrow	Nil	17,269,806 fullypaid ordinaryshares	17,269,806fully paidordinaryshares

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) 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
N/A	N/A

4. Addresses

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

Name	Address
ReadyTech Holdings Limited	Level 1, 35 Saunders Street, Pyrmont NSW 2009

Signature

print name Nimesh Shah capacity Company Secretary

sign here date 24 February 2021

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 4 of the form.
• (2) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• (3) See the definition of "associate" in section 9 of the Corporations Act 2001.
• (4) 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.

• (5) 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, become 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.
• (6) The voting shares of a company constitute one class unless divided into separate classes.
• (7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.