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TEMPLE & WEBSTER GROUP LTD Major Shareholding Notification 2026

May 26, 2026

65945_rns_2026-05-26_a83bbc23-7e44-4f1f-895b-37a3892baf98.pdf

Major Shareholding Notification

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Docusign Envelope ID: E6CA375C-0CEA-8102-838C-D6232244282F

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

There was a change in the interests of the
substantial holder on
26/05/2026
The previous notice was given to the company on
25/03/2026
The previous notice was dated
25/03/2026

  1. 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 Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Fully paid ordinary shares 12,050,000 10.14% (based on 118,789,993 shares on issue) 13,250,000 11.15% (based on 118,789,993 shares on issue)
  1. 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
  1. 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: E6CA375C-0CEA-8102-838C-D6232244282F

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

6. Addresses

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

Name Address
Riley Shareholders PO Box 2113, Darien CT 06820, USA

Signature

print name Timothy M. Riley

capacity

sign here img-0.jpeg

date 27/05/2026

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 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: E6CA375C-0CEA-8102-838C-D6232244282F

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 27 May 2026.

img-1.jpeg

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
  • Angela A Riley as trustee for Angela Riley Grantor Retained Annuity Trust #1
  • Timothy M Riley as trustee for Timothy Riley Grantor Retained Annuity Trust #1

Docusign Envelope ID: E6CA375C-0CEA-8102-838C-D6232244282F

  1. 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
4/05/2026 Riley Shareholders Transfer from Angela A Riley to Angela A Riley as trustee for Angela Riley Grantor Retained Annuity Trust #1 AUD0.00 400,000 fully paid shares 400,000
4/05/2026 Riley Shareholders Transfer from Timothy M Riley to Timothy M Riley as trustee for Timothy Riley Grantor Retained Annuity Trust #1 AUD0.00 400,000 fully paid shares 400,000
13/05/2026 Riley Shareholders On-market acquisition by Angela A Riley AUD1,049,500 200,000 fully paid shares 200,000
13/05/2026 Riley Shareholders On-market acquisition by Timothy M Riley as trustee for Angela A. Riley Irrevocable Trust AUD524,750 100,000 fully paid shares 100,000
13/05/2026 Riley Shareholders On-market acquisition by Timothy M Riley IRA AUD262,375 50,000 fully paid shares 50,000
13/05/2026 Riley Shareholders On-market acquisition by Angela A Riley as trustee for Riley 2021 Irrevocable Trust AUD472,275 90,000 fully paid shares 90,000
13/05/2026 Riley Shareholders On-market acquisition by Angela A Riley IRA AUD52,475 10,000 fully paid shares 10,000
21/05/2026 Riley Shareholders On-market acquisition by Angela A Riley AUD253,165 50,000 fully paid shares 50,000
21/05/2026 Riley Shareholders On-market acquisition by Timothy M Riley IRA AUD253,165 50,000 fully paid shares 50,000
22/05/2026 Riley Shareholders On-market acquisition by Angela A Riley AUD764,700 150,000 fully paid shares 150,000
26/05/2026 Riley Shareholders On-market acquisition by Angela A Riley as trustee for Riley 2020 Irrevocable Trust AUD2,565,000 500,000 fully paid shares 500,000

Docusign Envelope ID: E6CA375C-0CEA-8102-838C-D6232244282F

  1. 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 750,000 fully paid ordinary shares 750,000
Angela A Riley as trustee for Riley 2020 Irrevocable Trust Angela A Riley as trustee for Riley 2020 Irrevocable Trust Registered holder 3,000,000 fully paid ordinary shares 3,000,000
Timothy M Riley as trustee for Angela A. Riley Irrevocable Trust Timothy M Riley as trustee for Angela A. Riley Irrevocable Trust Registered holder 2,700,000 fully paid ordinary shares 2,700,000
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 1,000,000 fully paid ordinary shares 1,000,000
Angela A Riley IRA Angela A Riley IRA Registered holder 60,000 fully paid ordinary shares 60,000
Timothy M Riley Timothy M Riley Registered holder 1,600,000 fully paid ordinary shares 1,600,000
Angela A Riley as trustee for Angela Riley Grantor Retained Annuity Trust #1 Angela A Riley Registered holder 400,000 fully paid ordinary shares 400,000
Timothy M Riley Timothy as trustee for Riley Grantor Retained Annuity Trust #1 Timothy M Riley Registered holder 400,000 fully paid ordinary shares 400,000