TOUCH VENTURES LIMITED — Major Shareholding Notification 2021

Sep 28, 2021

Form 603

Corporations Act 2001 Section 671B Notice of initial substantial holder

To Company Name / Touch Ventures Limited Scheme ACN/ARSN ACN 612 559 958

1. Details of substantial holder (1)

Name Touchcorp Limited ACN (if applicable) ARBN 603 731 184

The holder became a substantial holder on

First became a substantial holder on 18 August 2016 but was first required to lodge a Notice of initial substantial holder as a result of the issue of ordinary shares in Touch Ventures Limited ACN 612 559 958 ( Touch Ventures ) that completed on 23 September 2021 as described in the prospectus lodged by Touch Ventures with ASIC on 6 September 2021 ( Prospectus ).

This notice describes the voting power and relevant interests of the substantial holder as at 23 September 2021.

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities(4)	Number of securities	Persons' votes(5)	Voting power(6)
FullyPaid OrdinaryShares	173,395,431	173,395,431	24.31%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Afterpay Limited	Relevant interest under section 608(3)(b) of the Corporaions Act 2001(Cth) (Act), being a relevant interest as aresult of having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in TouchcorpLimited	173,395,431 fully paid ordinary shares
Touchcorp Limited	Relevant interest under section 608(1) of the Act, being a relevant interest arising as a result of having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of thepower to dispose of securities	173,395,431 fully paid ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(8)	Class and number of securities
Afterpay Limited	Touchcorp Limited	Touchcorp Limited	173,395,431 fully paid ordinaryshares
Touchcorp Limited	Touchcorp Limited	Touchcorp Limited	173,395,431 fully paid ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the 4 months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
Touchcorp Limited	18 August 2016	-	Development fee	Fully Paid Ordinary Shares - 10,000,000* (2,500,000 post consolidation)
	21 January 2020	-	Collaboration Agreement Consideration Shares	Fully Paid Ordinary Shares – 151,828,182* (37,957,046 post consolidation)
	18 March 2020	$6.6m		Fully Paid Ordinary Shares – 131,753,541* (32,938,385 post consolidation)
	16 September 2020	$15.0m		Fully Paid Ordinary Shares – 300,000,000* (75,000,000 post consolidation)
	27 September 2021	$10m		Fully Paid Ordinary Shares - 25,000,000

*pre-consolidation

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN(if applicable)	Nature of association
Afterpay Limited	Ultimate holding company of the substantial holder.

7. Addresses

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

esses ses of persons named in	this form are as follows:
Name	Address
AfterpayLimited	Level 5,406 Collins Street,Melbourne VIC 3000
TouchcorpLimited	34 Bermudiana Road,Hamilton HM 11,Bermuda

Signature

print name Amanda Street capacity Company Secretary, Afterpay Limited sign here date 29 / 09 / 2021