TYRO PAYMENTS LIMITED — Major Shareholding Notification 2019

Dec 10, 2019

603 page 1/2 15 July 2001

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name ~~/Scheme~~ Tyro Payments Limited ( Tyro

AC ~~N/ARSN~~ 103 575 042

1. Details of substantial holder (1)

Name

Grokco Pty Ltd

ACN/ ~~ARSN~~ (if applicable) ACN 108 337 104

The holder became a substantial holder on

6 December 2019

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 arelevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities(4)	Number of securities	Person’s votes(5)	Voting power(6)
Fully paid ordinaryshares	68,119,528	68,119,528	13.72%

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:

older are as follows:
Holder of relevant interest	Nature of relevant interest (7)		Class and number of securities
Grokco Pty Ltd ACN 108 337 104	Direct Interest		68,119,528 fully paid ordinary shares
of present registered holders s 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 Michael Cannon-Brookes Michael Cannon-Brookes Michael Cannon-Brookes 1,197,685 Ord shares Grokco Pty Ltd Grokco Pty Ltd Grokco Pty Ltd 10,618,245 ord share Grokco Pty Ltd as trustee for Groktrust Grokco Pty Ltd as trustee for Groktrust Grokco Pty Ltd as trustee for Groktrust 52,678,598 ord share Abyla Pty Ltd Abyla Pty Ltd Abyla Pty Ltd 3,625,000 ord shares
	Registered holder of Securities	Person entitled to be registered as holder(8)	Class and number of securities
	Michael Cannon-Brookes Grokco Pty Ltd Grokco Pty Ltd as trustee for Groktrust Abyla Pty Ltd	Michael Cannon-Brookes Grokco Pty Ltd Grokco Pty Ltd as trustee for Groktrust Abyla Pty Ltd	1,197,685 Ord shares 10,618,245 ord share 52,678,598 ord share 3,625,000 ord shares

4. Details of present registered holders

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

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four 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)	Class and number of securities
N/A

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603 page 2/2 15 July 2001

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 Nature of association applicable) N/A

7. Addresses

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

Name Address Grokco Pty Ltd Level 2, 251 Riley St, Surry Hills, NSW 2010

Signature

print name capacity Director Michael Cannon-Brookes sign here date 11 December 2019

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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

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

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.

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

• (9) Details of the consideration must include any and all benefits, moneys 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.

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