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VINYL GROUP LTD Major Shareholding Notification 2024

May 8, 2024

66014_rns_2024-05-08_0d1dc8f9-1228-4e15-8175-0a2d654f668a.pdf

Major Shareholding Notification

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604 Page 1 of 5 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Vinyl Group Ltd ( Company )

ACN/ARSN 106 513 580

1. Details of substantial holder (1)

Songtradr, Inc. on behalf of itself and each of its associates Paul Lancaster Wiltshire, Wiltshire Media Pty Name Ltd, Wiltshire Media LLC and each of the entities identified in Annexure A of this notice (collectively, the Substantial Holders )

ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on 02 / 05 / 2024 The previous notice was given to the company on 19 / 09 / 2023 The previous notice was dated 19 / 09 / 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:

ompany 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 109,754,631 18.23% 187,342,793 19.95%

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:

s 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
30/11/23 Substantial
Holders
Dilution due to the
issue of fully paid
ordinary shares by the
Company to third
parties
- 109,754,631 109,754,631
28/12/23 Substantial
Holders
Dilution due to the
issue of fully paid
ordinary shares by the
Company on the
conversion of a
convertible note by a
thirdparty
- 109,754,631 109,754,631
31/01/24 Substantial
Holders
Dilution due to the
issue of fully paid
ordinary shares by the
Company to third
parties
- 109,754,631 109,754,631
05/03/24 Substantial
Holders
Dilution due to issue
of fully paid ordinary
shares by the
Company upon the
exercise of options by
thirdparties
- 109,754,631 109,754,631
26/04/24 Substantial
Holders
Dilution due to the
issue of fully paid
ordinary shares by the
Company on the
- 109,754,631 109,754,631

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604 Page 2 of 5 15 July 2001

conversion of a
convertible note by a
third party announced
on 26 April 2024 and
the issue of fully paid
ordinary shares by the
Company to third
parties in lieu of cash
for services
01/05/24 Substantial
Holders
Issue of 77,588,162
fully paid ordinary
shares to Songtradr,
Inc. due to the partial
conversion of a
convertible note
announced on 1 May
2024
$1,629,351 187,342,793 187,342,793

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
Songtradr,
Inc.
Songtradr, Inc. Songtradr, Inc. Relevant interest
pursuant to section
608(1)(a) of the
Corporations Act,
being the registered
holder of the
securities.
162,092,793 fully
paid ordinary
shares
17.26%
Paul
Lancaster
Wiltshire and
Wiltshire
Media Pty Ltd

Songtradr, Inc.
Songtradr, Inc. Relevant interest
pursuant to section
608(2)(b) of the
Corporations Act,
being the power to
control the exercise of
a right to vote or
dispose of securities
by means of a
practice.
162,092,793 fully
paid ordinary
shares
17.26%
Wiltshire
Media LLC
Songtradr, Inc. Songtradr, Inc. Relevant interest
pursuant to section
608(3) of the
Corporations Act, as it
is controlled by Paul
Lancaster Wiltshire
and is therefore an
associate of Wiltshire
Media Ply Ltd.
162,092,793 fully
paid ordinary
shares
17.26%
See
Annexure A
(List of
Songtradr,
Inc.
subsidiaries)
Songtradr, Inc. Songtradr, Inc. Relevant interest
pursuant to section
608(3) of the
Corporations Act, as it
is controlled by
Songtradr, Inc. and is
therefore an associate
of Songtradr, Inc.
162,092,793 fully
paid ordinary
shares
17.26%
Wiltshire
Media Pty Ltd
Wiltshire Media
Pty Ltd
Wiltshire Media Pty
Ltd
Relevant interest
pursuant to section
608(1)(a) of the
Corporations Act,
being the registered
holder of the
securities.
25,250,000 fully
paid ordinary
shares
2.69%
Paul
Lancaster
Wiltshire
Wiltshire Media
Pty Ltd
Wiltshire Media Pty
Ltd
Relevant interest
pursuant to section
608(3) of the
Corporations Act, as
he controls Wiltshire
Media Ply Ltd.
25,250,000 fully
paid ordinary
shares
2.69%
Wiltshire
Media LLC
Wiltshire Media
Pty Ltd
Wiltshire Media Pty
Ltd
Relevant interest
pursuant to section
608(3) of the
Corporations Act, as it
is controlled by Paul
Lancaster Wiltshire
and is therefore an
associate of Wiltshire
25,250,000 fully
paid ordinary
shares
2.69%

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604 Page 3 of 5 15 July 2001

Media Pty Ltd.
Songtradr,
Inc.
Wiltshire Media
Pty Ltd
Wiltshire Media Pty
Ltd
Relevant
interest pursuant to
section 608(2)b) of
the Corporations Act,
being the power to
control the exercise of
a right to vote or
dispose of securities
by means of a
practice.
25,250,000 fully
paid ordinary
shares
2.69%
See
Annexure A
(List of
Songtradr,
Inc.
subsidiaries)
Wiltshire Media
Pty Ltd
Wiltshire Media Pty
Ltd
Relevant interest
pursuant to section
608(3) of the
Corporations Act as it
is controlled by
Songtradr, Inc. and is
therefore an associate
of Songtradr, Inc. and
Wiltshire Media Pty
Ltd.
25,250,000 fully
paid ordinary
shares
2.69%

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 N/A

6. Addresses

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

Name Address
Songtradr, Inc. 8605 Santa Monica Blvd, PMB 40672, West Hollywood, California 90069-4109 USA
Wiltshire Media Pty Ltd Level 10, 52 Collins Street, Melbourne VIC 2000
Paul Lancaster Wiltshire 8605 Santa Monica Blvd, PMB 40672, West Hollywood, California 90069-4109 USA
Wiltshire Media LLC 8605 Santa Monica Blvd, PMB 40672, West Hollywood, California 90069-4109 USA
See annexure A (List of Songtradr,
Inc. subsidiaries)
8605 Santa Monica Blvd, PMB 40672, West Hollywood, California 90069-4109 USA

Signature

re
print name
sign here
Paul Lancaster Wiltshire
capacity
Director, Songtradr, Inc.
date
/ /
07
05
2024

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.

L\353352033.1

604 Page 4 of 5 15 July 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 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.

  • (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.

L\353352033.1

604 Page 5 of 5 15 July 2001

Annexure A (List of Songtradr, Inc. subsidiaries)

Songtradr Ltd Songtradr Pty Ltd Songtradr Rights Management LLC Songtradr Rights Management Ltd Songtradr Rights Management Pty Ltd 7digital Group Limited 1107 Studios Ltd Vinyl Music Products Ltd Pretzel Tech LLC PretzelAux Inc Tunefind LLC Musicube GmbH Massive Music Worldwide BV Massive Music Pty Ltd Cue Songs Holdings Ltd Big Sync Music Ltd

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