WAM ACTIVE LIMITED — Major Shareholding Notification 2021

Dec 15, 2021

TO: ASX Company Announcements Office FROM: Wilson Asset Management Group DATE: 16 December 2021 NO OF PAGES: 7 (including this page)

The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over, Yowie Group Limited (ASX: YOW) shares in which members of the Wilson Asset Management Group are determined to hold an indirect deemed relevant interest in, in accordance with Section 671B of the Corporations Act 2001. As detailed in the enclosed notice, members of the Wilson Asset Management Group are determined to hold an indirect deemed relevant interest in YOW shares held by Keybridge Capital Limited ( KBC ) and HHY Fund ( HHY ). The Corporations Act determine these indirect deemed relevant interests to exist primarily as a result of the members of the Wilson Asset Management Group holding (in aggregate) voting power in excess of 20% in each of KBC and HHY. Members of the Wilson Asset Management Group have no direct interest in YOW and they do not exert control or influence over KBC or HHY.

As a result of this indirect deemed relevant interest, and in accordance with Section 671B of the Corporations Act 2001, please find enclosed a Form 604 - Notice of change of interest of substantial holder in relation to Yowie Group Limited (ASX: YOW). The primary purpose of this notice is to disclose certain indirect deemed relevant interests that members of the Wilson Asset Management Group are indirectly deemed to hold in YOW pursuant to the Corporations Act.

The Wilson Asset Management Group’s holding in both KBC and HHY, whilst in excess of 20% in each case, lacks the requisite ability to affect the direction or control of either entity, as evidenced by historical events, meetings and voting with respect of the two entities. Members of the Wilson Asset Management Group are not able to affect the direction or control of KBC or HHY and have no influence or control over KBC’s or HHY’s underlying investments, including YOW. The attached notice provides further details in this regard.

Level 26, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 | GPO Box 4658 Sydney NSW 2001 | Phone 02 9247 6755 | Fax 02 9247 6855 | info@wilsonassetmanagement.com.au | www.wilsonassetmanagement.com.au

604 Page 1 of 2 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Yowie Group Ltd (ASX:YOW)

ACN/ARSN

ACN 084 370 669

1. Details of substantial holder (1)

Name

Wilson Asset Management Group (refer entities listed in Annexure A)

ACN/ARSN (if applicable)

There was a change in the interests of the substantial holder on

1 6 / 12 / 2021

The previous notice was given to the company on 07 / 10 / 2021

The previous notice was dated 07 / 10 / 2021

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:

he total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or n associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the ompany or scheme, are as follows:	he total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or n associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the ompany or scheme, are as follows:	he total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or n associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the ompany or scheme, are as follows:	he total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or n associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the ompany or scheme, are as follows:	he total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or n associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the 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)
See Annexure B

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	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	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	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	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	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 Annexure C

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 Annexure D

604 Page 2 of 2 15 July 2001

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:

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Name Address
Refer to Annexure E
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Signature

re
print name sign here	Martyn McCathie capacity Head of Operations
	date 16/12/2021

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 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.

Annexure A

1. Details of Wilson Asset Management Group

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Name ACN / ARSN
Wilson Asset Management (International) Pty Limited (ACN 081 047 118)
MAM Pty Limited (ACN 100 276 542)
WAM Capital Limited (ACN 086 587 395)
WAM Research Limited (ACN 100 504 541)
WAM Active Limited (ACN 126 420 719)
Botanical Nominees Pty Limited as trustee of the Wilson Asset Management Equity Fund (ACN 081 032 000)
WAM Leaders Limited (ACN 611 053 751)
WAM Microcap Limited (ACN 617 838 418)
WAM Global Limited (ACN 624 572 925)
WAM Strategic Value Limited (ACN 649 096 220)
WAM Alternative Assets Limited (ACN 168 941 704)
Mr Geoffrey Wilson n/a
EDWVIC Pty Limited (ACN 142 759 126)
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Annexure B

2. Previous and present voting power

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Previous notice Present notice
Class of securities (4)
Voting power Voting power
Person’s votes (5) Person’s votes (5)
Direct interest: Nil Nil Direct interest: Nil Nil
Fully Paid Ordinary
Deemed Interest: 59,421,920 [1] 27.19% [1] Deemed Interest: 62,741,055 28.71% [1]
Shares
Total: 59,421,920 27.19% Total: 62,741,055 28.71%
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Note:

1. The deemed interest in YOW represents the combined shareholding of Keybridge Capital Limited (KBC) and HHY Fund (HHY) (see Annexure D for details).

The Wilson Asset Management Group does not beneficially own the YOW shares in which its members are deemed to hold a relevant interests in. Members of the Wilson Asset Management Group have no direct interest in YOW and they do not exert control of influence over KBC or HHY.

Signed ………………………………………… Date: 16 / December / 2021

Annexure C

3. Changes in relevant interest

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Date of change Person whose relevant Nature of change (6) Consideration Class and Person’s votes
interest changed given in relation number of affected
to change (7) securities
affected
Changes to relevant interest directly held/controlled
Nil Nil Nil Nil Nil Nil
Date of change Person whose Nature of change Consideration Class and number of Person’s votes
relevant interest (6) given in relation securities affected affected
changed to change (7)
Changes to indirect deemed relevant interest
10 Dec 21 Keybridge Capital On market $67,166.87 1,360,000 1,360,000
Limited (KBC) acquisition
14 Dec 21 Keybridge Capital On market $82,904.50 1,660,000 1,660,000
Limited (KBC) acquisition
13 Dec 21 Credit Suisse Equities Relevant interest $4,920.80 98,416 98,416
Australia Ltd acquired pursuant
to section 608(1)(c)
14 Dec 21 Credit Suisse Equities Relevant interest $10,235.95 200,719 200,719
Australia Ltd acquired pursuant
to section 608(1)(c)
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Signed ………………………………………… Date: 16 / December / 2021

Annexure D

4. Present relevant interest

4. Present relevant interest	4. Present relevant interest
Holder of relevant interest Person entitled to be registered as holder(8)		Registered holder of securities	Nature of relevant interest (6)	Class and number of securities
Deemed(indirect) relevant interest1,2
WAM Capital Limited, WAM Active Limited, Botanical Nominees Pty Limited as trustee of the Wilson Asset Management Equity Fund (together, WAM Holders)	AFML as RE of HHY Fund	BNP Paribas Nominnes PTY LTD	Deemed to hold a relevant interest in YOW securities held by HHY Fund by reason of having a combined voting power greater than 20% in HHY (see section 608(1)(b), (c), 608(2)(a) and 608(3)(a) of the Corporations Act).	26,526,643 Ordinary Shares
WAM Capital Limited, WAM Active Limited, Botanical Nominees Pty Limited as trustee of the Wilson Asset Management Equity Fund (together, WAM Holders)	Keybridge Capital Limited	Keybridge Capital Limited	Deemed to hold a relevant interest in YOW securities held by Keybridge Capital Limited by reason of having a combined voting power greater than 20% in KBC (see section 608(1)(b), (c), 608(2)(a) and 608(3)(a) of the Corporations Act).	33,266,577 Ordinary Shares
WAM Capital Limited, WAM Active Limited, Botanical Nominees Pty Limited as trustee of the Wilson Asset Management Equity Fund (together, WAM Holders)	Credit Suisse Equities Australia Ltd	Credit Suisse Equities Australia Ltd	Deemed to hold a relevant interest in YOW securities held by Keybridge Capital Limited by reason of having a combined voting power greater than 20% in KBC (see section 608(1)(b), (c), 608(2)(a) and 608(3)(a) of the Corporations Act).	2,947,835*

Note:

1. The deemed interest in YOW represents the combined shareholding of Keybridge Capital Limited (KBC) and HHY Fund (HHY).

The Wilson Asset Management Group does not beneficially own, and exerts no control or influence over, the YOW shares in which members of the Wilson Asset Management Group are determined to hold indirect deemed relevant interests in. Members of the Wilson Asset Management Group have no direct interest in YOW and they do not exert control or influence over KBC or HHY.

1. See the Form 604 (Notice of change in interests of substantial holder) issued by Keybridge Capital Limited on 16 December 2021.

2. Interest arise under s608(1)(c) of the Corporations Act via cash settled swaps. This is a non‐voting interest.

Signed ………………………………………… Date: 16 / December / 2021

Annexure E

7. Addresses

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Name Address
Details of the Wilson Asset Management Group
Wilson Asset Management (International) Pty Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
MAM Pty Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Capital Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Research Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Active Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
Botanical Nominees Pty Limited as trustee of the Wilson Asset Level 26, 1 Farrer Place, Sydney, NSW 2000
Management Equity Fund
WAM Leaders Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Microcap Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Global Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Strategic Value Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
WAM Alternative Assets Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
Mr Geoffrey Wilson Level 26, 1 Farrer Place, Sydney, NSW 2000
EDWVIC Pty Limited Level 26, 1 Farrer Place, Sydney, NSW 2000
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Name Address
Details of the indirect deemed relevant interests
Aurora Funds Management Limited ABN 69 092 626 885 ( AFML ) Suite 613, Level 6, 370 St Kilda Road, Melbourne, Victoria 3004
HHY Fund ARSN 112 579 129 ( ASX:HHY ) Suite 613, Level 6, 370 St Kilda Road, Melbourne, Victoria 3004
BNP Paribas Nominees Pty Ltd ABN 54 084 150 023 Level 7, 60 Castlereagh Street, Sydney, New South Wales 2000
Keybridge Capital Limited ABN 16 088 267 190 ( ASX: KBC ) Suite 614, Level 6, 370 St Kilda Road, Melbourne, Victoria 3004
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Signed ………………………………………… Date: 16 / December / 2021