SPACETALK LTD — Major Shareholding Notification 2022

Sep 5, 2022

Form 605

Corporations Act 2001 Section 671B

Notice of ceasing to be a substantial holder

To Company Name/Scheme	SPACETALK LIMITED (COMPANY)
ACN/ARSN	ACN 091 351 530

1. Details of substantial holder (1)

REQUISITIONING MEMBERS IDENTIFIED IN ANNEXURE A

ACN/ARSN (if applicable)

Name

The holder ceased to be a substantial holder on	01/09/2022
The previous notice was given to the company on	27/06/2022
The previous notice was dated	27/06/2022

2. Changes in relevant interests

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 of	Person whose	Nature of change (4)	Consideration given	Class (6) and	Person's votes
change	relevant interest		in relation to change	number of	affected
	changed		(5)	securities affected
01/09/2022	REQUISITIONING	SEE ANNEXURE	NIL	15,530,907	15,530,907
	MEMBERS	А		FPO

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 fo

Name and ACN/ARSN (if applicable)	Nature of association
SEE ANNEXURE A AND C

4. Addresses

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

Name	Address
SEE ANNEXURE B

Signature

print name	PETER COSSETTO	capacity	AUTHORISED REPRESENTATIVE
sign here	ettes	date	05/09/2022

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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.
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(2)$
• $(3)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• Include details of: $(4)$
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was $(5)$ 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.
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(7)$

ANNEXURE A - DETAILS OF CHANGES IN RELEVANT INTERESTS AND ASSOCIATION

This is Annexure A of 1 page referred to in Form 605 Notice of ceasing to be a substantial holder of SPACETALK LIMITED dated 5 September 2022

	Date ofChange	Person whose Relevant Interest Changed	Nature ofChange inRelevant Interest	Nature ofChange inAssociation	ConsiderationGiven in relationto Change	Class andNumber ofSecurities	Person'sVotesAffected
	01/09/2022	JP MORGAN NOMINEES AUSTRALIA LTD (JPMNA)	(1)	(1)	NIL	2,000,000 FPO	2,000,000
		MEREWETHER CAPITAL MANAGEMENT PTY LTD (MCM)
		LUKE WINCHESTER
2	01/09/2022	HARRY BASLE	(1)	(1)	NIL	1,007,279 FPO	1,007,279
3	01/09/2022	IAN CAMERON	(1)	(1)	NIL	1,974,406 FPO	1,974,406
4	01/09/2022	BNP PARIBAS SECURITIES SERVICES (BNPPSS)	(1)	(1)	NIL	900,000 FPO	900,000
		LINDSAY CARDNO
5	01/09/2022	BNP PARIBAS SECURITIES SERVICES (BNPPSS)	(1)	(1)	NIL	305,715 FPO	305,715
		MITCHELL CARDNO
6	01/09/2022	PETER COSSETTO & ANNAMARIA COSSETTO	(1)	(1)	NIL	2,800,000 FPO	2,800,000
	01/09/2022	COZ-E PTY LTD	(1)	(1)	NIL	1,544,895 FPO	1,544,895
		PETER COSSETTO
8	01/09/2022	MARK GATELY	(1)	(1)	NIL	972,950 FPO	972,950
9	01/09/2022	SAVVAS IOANNOU & MARIA IOANNOU	(1)	(1)	NIL	2,260,034 FPO	2,260,034
10	01/09/2022	NEIL PAGE	(1)	(1)	NIL	179,084 FPO	179,084
11	01/09/2022	DR MATTHEW PAYNE	(1)	(1)	NIL	1,231,604 FPO	1,231,604
12	01/09/2022	LASSE PETERSEN	(1)	(1)	NIL	274,028 FPO	274,028
13	01/09/2022	LASSE PETERSEN	(1)	(1)	NIL	80,912 FPO	80,912
		REQUISITIONING MEMBERS				15,530,907 FPO	15,530,907

NOTES

(1) The Requestioning Members were associated by virtue of each Requisitioning Member having entered into a Cooperation Agreement dated 27 June 2022 giving rise to the relevant agreement between Requisitioning Members (see section 12(2)(b)) to act in concert with other Requisitioning Members (see section 12(2)(c)) in relation to (a) giving notice to the Company of the intention of the Requisitioning Members to move resolutions under section 203D; (b) requesting that directors call and arrange to hold a general meeting under section 249D; (c) requesting that the Company give to all its members a statement provided by the Requisitioning Members under section 249P, about the resolutions or any other matter that may be properly considered at the general meeting; and (d) voting in favour of the resolutions. The association ceased at the conclusion of the general meeting. All section references relate to the Corporations Act 2001 (Cth).

ANNEXURE B - ADDRESSES

This is Annexure B of 1 page referred to in Form 605 Notice of ceasing to be a substantial holder of SPACETALK LIMITED dated 5 September 2022

Name and ACN / ARSN (if applicable)	Address
JP MORGAN NOMINEES AUSTRALIA PTY LTD ACN 002 899 961	GPO Box 3289, Sydney NSW 2001
MEREWETHER CAPITAL INCEPTION FUND	74 Charlton Road, Federal NSW 2480
MEREWETHER CAPITAL MANAGEMENT PTY LTD ACN 652 394 968	74 Charlton Road, Federal NSW 2480
LUKE WINCHESTER	74 Charlton Road, Federal NSW 2480
HARRY BASLE	84 MACQUARIE DR, CHERRYBROOK NSW 2126
IAN CAMERON	UNIT 113 120 UXBRIDGE STREET, GRANGE QLD 4051
BNP PARIBAS SECURITIES SERVICES ACN 149 440 291	LEVEL 6, 60 CASTLEREAGH STREET, SYDNEY NSW 2000
INTERACTIVE BROKERS AUSTRALIA NOMINEES PTY LTD ACN 600 903 259	LEVEL 40, 225 GEORGE STREET, SYDNEY NSW 2000
LINDSAY CARDNO	4 THREE BEARS LOOP, SECRET HARBOUR WA 6173
MITCHELL CARDNO	4 THREE BEARS LOOP, SECRET HARBOUR WA 6173
PETER COSSETTO & ANNAMARIA COSSETTO ATF COSSETTO FAMILY SUPERANNUATION FUND	2 BAILEY PLACE, YARRALUMLA ACT 2600
COZ-E PTY LTD ACN 083 992 152 ATF COSSETTO FAMILY TRUST	2 BAILEY PLACE, YARRALUMLA ACT 2600
PETER COSSETTO & ANNAMARIA COSSETTO	2 BAILEY PLACE, YARRALUMLA ACT 2600
MARK GATELY	PO BOX 112, RAAF BASE, EDINBURGH SA 5111
SAVVAS IOANNOU & MARIA IOANNOU	18 TARA STREET, SYLVANIA NSW 2224
MR NEIL PAGE	18 SHERIDAN COURT, MOUNT BARKER SA 5251
DR MATTHEW PAYNE	2 POWELL ST, SOUTH YARRA VIC 3141
LASSE PETERSEN ATF THE ICEBEAR TRUST	23 HILLCREST PL, KENMORE HILLS QLD 4069
LASSE PETERSEN & MARIE PETERSEN	23 HILLCREST PL, KENMORE HILLS QLD 4069

ANNEXURE C - ASSOCIATION

This is Annexure C of 2 pages (including this page) referred to in Form 605 Notice of ceasing to be a substantial holder of SPACETALK LIMITED dated 5 September 2022

The Requestioning Members were associated by virtue of each Requisitioning Member having entered into a Cooperation Agreement dated 27 June 2022 giving rise to the relevant agreement between Requisitioning Members (see section 12(2)(b)) to act in concert with other Requisitioning Members (see section 12(2)(c)) in relation to (a) giving notice to the Company of the intention of the Requisitioning Members to move resolutions under section 203D; (b) requesting that directors call and arrange to hold a general meeting under section 249D; (c) requesting that the Company give to all its members a statement provided by the Requisitioning Members under section 249P, about the resolutions or any other matter that may be properly considered at the general meeting; and (d) voting in favour of the resolutions. An identical, but unsigned, true copy of the Cooperation Agreement signed by each of the Requisitioning Members is provided on the following page.

All section references relate to the Corporations Act 2001 (Cth).

COOPERATION AGREEMENT

Agreement Date

27/06/2022

• 1. As at the Agreement Date, I/we (or my/our nominees) are the registered holder of ordinary shares issued by Spacetalk Limited ACN 091 351 530 (Spacetalk or the Company) (Shares).
• 1. I/We wish to act in concert with other holders of relevant interests in Shares (collectively, Requisitioning Members) on the terms in this document (Collective Action) in relation to calling a general meeting (EGM) at which Spacetalk members may vote on resolutions (Resolutions) to remove:
  • a. Mr Mark Fortunatow as a director; and
  • b. any director(s) appointed after the date of this document but before the end of the EGM.
• 1. I/We acknowledge and agree that I/we will:
  • a. act in concert with other Requisitioning Members in relation to:
    • i. giving notice to the Company of our intention to move the Resolutions (S203D Notice);
    • ii. requesting that directors call and arrange to hold the EGM;
  • iii. requesting that the Company give to all its members a statement provided by the Requisitioning Members about the Resolutions or any other matter that may be properly considered at the EGM; and
  • iv. voting in favour of the Resolutions;
  • b. be associated with other Requisitioning Members while we act in concert;
  • c. not make any changes to the Shares I/we hold between the date of the S203D Notice and the announcement of the 203D Notice by the Company to the ASX (Announcement), to avoid any suggestions of insider trading as the Resolutions may be price sensitive and otherwise non-public;
  • d. not publicly announce the Collective Action in any forum prior to the Announcement;
  • e. while we are associated, notify each other Requisitioning Member of any change in my/our holding of Shares and not make any acquisitions in Shares, where the acquisition would result in the aggregate voting power of the Shares held by the Requisitioning Members increasing to 20% or higher:
  • f. as a convenience to me/us and without intending to transfer liability or any of my/our obligations, I/we may authorise from time to time one or more of the Requisitioning Members to sign and give to the Company and/or the relevant market operator on my/our behalf any information and/or document required to be given by me/us in relation to the Collective Action;
  • g. provide all other relevant information needed for the Collective Action and to confirm my/our compliance with these terms;
  • h. accept responsibility for the accuracy of any information I/we provide relating to the Shares I/we (or my/our nominees) hold from time to time; and
  • not disclose any personal information of another Requisitioning Member without their written consent, i. and keep confidential all communication between Requisitioning Members.
• 1. Nothing in these terms will be construed as giving rise to a partnership, or fiduciary or agency relationship, between the Requisitioning Members unless otherwise agreed.
• 1. This document will terminate at the end of the EGM or as otherwise agreed in writing by the Requisitioning Members, except for the obligations in clauses 3(g) to (i) inclusive and 4 which survive termination.

RequisitioningMember
Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole director / company secretary	Director	Director / Company secretary

This 1 page is a true copy of the Cooperating Agreement signed by or on behalf of each of the Requisitioning Members

Peter Julian Cossetto, Authorised Representative, 27/06/2022