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TEMPLE & WEBSTER GROUP LTD Major Shareholding Notification 2026

Feb 16, 2026

65945_rns_2026-02-16_6ab7842a-5ba9-485d-a133-7cdd2fea91b2.pdf

Major Shareholding Notification

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Docusign Envelope ID: A09A0C42-7697-49B6-B4E7-7E28DC54437C

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

Temple & Webster Group Ltd

ACN/ARSN

608 595 660

1. Details of substantial holder (1)

Name ACN/ARSN (if applicable)

Timothy M. Riley and the parties listed in section 1 of Annexure A ( Riley Shareholders ) N/A

There was a change in the interests of the substantial holder on 13/02/2026 The previous notice was given to the company on 11/04/2023 The previous notice was dated 11/04/2023

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests 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 Previous notice Present notice Present notice
Person’s votes Voting power(5) Person’s votes Voting power(5)
Fully paid ordinary shares 9,250,000 7.52% 10,500,000 8.73% (based on
120,274,809 shares
on issue)

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:

Date of
change
Person whose
relevant interest
changed
Nature of
change (6)
Consideration
given in relation
to change (7)
Class and
number of
securities
affected
Person’s votes
affected
See section 2 of Annexure A

4. Present relevant interests

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

Holder of
relevant
interest
Registered
holder of
securities
Person entitled
to be registered
as holder (8)
Nature of
relevant
interest (6)
Class and
number of
securities
Person’s votes
See section 3 of Annexure A

Docusign Envelope ID: A09A0C42-7697-49B6-B4E7-7E28DC54437C

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/ARSN
(if
applicable)
Nature of association
N/A
f persons named in this form are as follows:
Name Address
RileyShareholders PO Box 2113, Darien CT 06820, USA

6. Addresses

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

Signature

print name Timothy M. Riley
capacity
sign here
date
17/02/2026
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 6 of the form.
f "associate" in section 9 of the Corporations Act 2001.
f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
of a company constitute one class unless divided into separate classes.
divided by the total votes in the body corporate or scheme multiplied by 100.
  • (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 6 of the form.

  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

  • (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

  • (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (6) 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.

  • (7) 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 on 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.

  • (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown’”.

  • (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Docusign Envelope ID: A09A0C42-7697-49B6-B4E7-7E28DC54437C

Temple & Webster Group Ltd ACN 608 595 660

Form 604 (Notice of change of interests of substantial holder)

Annexure A

This is Annexure A of 3 pages referred to in Form 604 (Notice of change of interests of substantial holder), signed by me and dated 17 February 2026.

_________ Signed: Timothy M. Riley

1. Details of substantial holder :

  • Riley Family Foundation

  • Angela A Riley as trustee for Riley 2021 Irrevocable Trust

  • Angela A Riley as trustee for Riley 2020 Irrevocable Trust

  • Timothy M Riley as trustee for Angela A. Riley Irrevocable Trust

  • Angela A Riley IRA

  • Timothy M Riley IRA

  • Angela A Riley

  • Timothy M Riley

2. Changes in relevant interests

Date of
change
Person whose
relevant interest
changed
Nature of
change (6)
Consideration
given in relation
to change (7)
Class and
number of
securities
affected
Person’s votes
affected
2/04/2024 Riley Shareholders On-market sale by
Tim Riley IRA
AUD124,968.00 10,000 fully paid
ordinary shares
10,000
2/04/2024 Riley Shareholders On-market sale by
Angela Riley as
trustee for Riley 2021
Irrevocable Tr

AUD131,216.40
10,500 fully paid
ordinary shares
10,500
2/04/2024 Riley Shareholders On-market sale by
Riley Family
Foundation
AUD349,910.40 28,000 fully paid
ordinary shares
28,000
2/04/2024 Riley Shareholders On-market sale by
Angela Riley IRA
AUD18,745.20 1,500 fully paid
ordinary shares
1,500
26/08/2025 Riley Shareholders On-market sale by
Tim Riley IRA
AUD122,400.50 5,000 fully paid
ordinary shares
5,000
26/08/2025 Riley Shareholders On-market sale by
Angela Riley as
trustee for Riley 2021
Irrevocable Tr

AUD$2,937,612.00
120,000 fully paid
ordinary shares
120,000
26/08/2025 Riley Shareholders On-market sale by
Riley Family
Foundation
AUD1,224,005.00 50,000 fully paid
ordinary shares
50,000
26/08/2025 Riley Shareholders On-market sale by
AngelaRileyIRA
AUD612,002.50 25,000 fully paid
ordinary shares
25,000
27/08/2025 Riley Shareholders On-market sale by
Angela Riley
AUD2,461,840.00 100,000 fully paid
ordinary shares
100,000
27/08/2025 Riley Shareholders On-market sale by
Tim Riley IRA
AUD1,230,920.00 50,000 fully paid
ordinary shares
50,000
27/08/2025 Riley Shareholders On-market sale by
Tim Riley
AUD1,230,920.00 50,000 fully paid
ordinary shares
50,000
28/08/2025 Riley Shareholders On-market sale by
Angela Riley
AUD2,415,980.00 100,000 fully paid
ordinary shares
100,000
28/08/2025 Riley Shareholders On-market sale by
Tim Riley IRA
AUD1,207,990.00 50,000 fully paid
ordinary shares
50,000

Docusign Envelope ID: A09A0C42-7697-49B6-B4E7-7E28DC54437C

28/08/2025 Riley Shareholders On-market sale by
Tim Riley
AUD1,207,990.00 50,000 fully paid
ordinary shares
50,000
29/08/2025 Riley Shareholders On-market sale by
Angela Riley
AUD1,195,815.00 50,000 fully paid
ordinary shares
50,000
29/08/2025 Riley Shareholders On-market sale by
Tim Riley IRA
AUD597,907.50 25,000 fully paid
ordinary shares
25,000
29/08/2025 Riley Shareholders On-market sale by
Tim Riley
AUD597,907.50 25,000 fully paid
ordinary shares
25,000
16/09/2025 Riley Shareholders On-market sale by
Tim Riley IRA
AUD2,423,480.00 100,000 fully paid
ordinary shares
100,000
17/09/2025 Riley Shareholders On-market sale by
Tim Riley
AUD1,200,930.00 50,000 fully paid
ordinary shares
50,000
18/09/2025 Riley Shareholders On-market sale by
Tim Riley
AUD2,423,310.00 100,000 fully paid
ordinary shares
100,000
19/09/2025 Riley Shareholders On-market sale by
Angela Riley
AUD3,057,787.50 125,000 fully paid
ordinary shares
125,000
22/09/2025 Riley Shareholders On-market sale by
Angela Riley
AUD2,930,787.50 125,000 fully paid
ordinary shares
125,000
13/02/2026 Riley Shareholders On-market
acquisition by Tim
Riley IRA
AUD3,102,280.00 400,000 fully paid
ordinary shares
400,000
13/02/2026 Riley Shareholders On-market
acquisition by
Timothy M Riley as
trustee for Angela
Riley Irrevocable
Trust
AUD5,428,990.00 700,000 fully paid
ordinary shares
700,000
13/02/2026 Riley Shareholders On-market
acquisition by Angela
Riley as trustee for
Riley 2020
Irrevocable Trust

AUD387,785.00
50,000 fully paid
ordinary shares
50,000
13/02/2026 Riley Shareholders On-market
acquisition by Tim
Riley
AUD8,143,485.00 1,050,000 fully paid
ordinary shares
1,050,000
13/02/2026 Riley Shareholders On-market
acquisition by Angela
Riley as trustee for
Riley 2021
Irrevocable Tr

AUD1,745,032.50
225,000 fully paid
ordinary shares
225,000
13/02/2026 Riley Shareholders On-market
acquisition by
Riley Family
Foundation
AUD387,785.00 50,000 fully paid
ordinary shares
50,000
13/02/2026 Riley Shareholders On-market
acquisition by
Angela Riley IRA
AUD193,892.50 25,000 fully paid
ordinary shares
25,000

3. Present relevant interests

Holder of
relevant
interest
Registered holder of
securities
Person entitled to be
registered as holder
Nature of relevant
interest
Class and number
of securities
Person’s votes
Riley
Shareholders
Riley Family
Foundation
Riley Family
Foundation
Registered holder 140,000 fully paid
ordinary shares
140,000
Angela A Riley as
trustee for Riley 2021
Irrevocable Trust
Angela A Riley as
trustee for Riley 2021
Irrevocable Trust
Registered holder 660,000 fully paid
ordinary shares
660,000
Angela A Riley as
trustee for Riley 2020
Irrevocable Trust
Angela A Riley as
trustee for Riley 2020
Irrevocable Trust
Registered holder 2,050,000
fully paid ordinary
shares
2,050,000
Timothy M Riley as
trustee for Angela A.
Riley Irrevocable Trust
Timothy M Riley as
trustee for Angela A.
Riley Irrevocable Trust
Registered holder 2,000,000 fully paid
ordinary shares
2,000,000

Docusign Envelope ID: A09A0C42-7697-49B6-B4E7-7E28DC54437C

Angela A Riley Angela A Riley Registered holder 3,200,000 fully paid
ordinary shares
3,200,000
Timothy M Riley IRA Timothy M Riley IRA Registered holder 900,000 fully paid
ordinary shares
900,000
Angela A Riley IRA Angela A Riley IRA Registered holder 50,000 fully paid
ordinary shares
50,000
Timothy M Riley Timothy M Riley Registered holder 1,500,000 fully paid
ordinary shares
1,500,000