Announcement PDF ASX TO CROSS RELEASE: ST1 6 September 2024 BY ASX ONLINE - 5 pages Market Announcements Platform ASX Limited Level 10 20 Bond Street SYDNEY NSW 2000 Dear Sir/Madam, Notice of change of interests of substantial holder Spirit Technology Solutions Ltd [ASX:ST1] Following is a Form 603 Notice of initial substantial holder dated 6 September 2024 in accordance with section 671B of the Corporations Act. Yours sincerely, CRAIG SMITH ACIS, CPA Secretary THORNEY OPPORTUNITIES LTD ABN 41 080 167 264 Level 45, 55 Collins St. Melbourne VIC 3000 Australia Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder To: SPIRIT TECHNOLOGY SOLUTIONS LIMITED 73 089 224 402 company name/scheme ABN 1. Details of substantial holder THORNEY OPPORTUNITIES LTD and each of the associated Name entities listed in the attached Annexure ‘A’ to this notice. 080 167 264 CAN 04-Sep-24 The holder became a substantial holder on 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 had a relevant interest in on the date the substantial holder became of substantial holder are as follows: Class of Securities Number of securities Person’s votes Voting power Fully paid ordinary shares 84,362,373 84,362,373 5.24% 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 Tiga Trading Pty Ltd [and each of the Thorney Investment Group entities listed in Annexure ‘A’ (together ‘Thorney Investment Group’)] Thorney Opportunities Ltd Thorney Technologies Ltd Jasforce Pty Ltd as trustee for the Alex Waislitz Retirement Plan (Jasforce Pty Ltd) Coastal Estates Proprietary Limited Urban Land Nominees Pty Ltd Alex Waislitz Nature of relevant interest Thorney Investment Group is taken to have a relevant interest as it has the capacity to determine the outcome of decisions about the financial and operating policies of Thorney Opportunities Ltd. Thorney Investment Group is taken to have a relevant interest as it has the capacity to determine the outcome of decisions about the financial and operating policies of Thorney Technologies Ltd. Thorney Investment Group is taken under section 608(3)(b) of the Act to have a relevant interest as it holds all the issued capital in Tiga Trading Pty Ltd. Thorney Opportunities Ltd has a relevant interest under section 608(1)(b) of the Corporations Act 2001 (Cth) (the Act) as it is the beneficial holder of those shares. Thorney Technologies Ltd has a relevant interest under section 608(1)(b) of the Corporations Act 2001 (Cth) (the Act) as it is the beneficial holder of those shares. Jasforce Pty Ltd has a relevant interest under section 608(1)(b) of the Corporations Act 2001 (Cth) (the Act) as it is the beneficial holder of those shares. Coastal Estates Proprietary Limited has a relevant interest under section 608(1)(b) of the Corporations Act 2001 (Cth) (the Act) as it is the beneficial holder of those shares. Urban Land Nominees Pty Ltd has a relevant interest under section 608(1)(b) of the Corporations Act 2001 (Cth) (the Act) as it is the beneficial holder of those shares. Each of the entities listed in the adjacent column (and in Annexure ‘A’) are ‘associates’ pursuant to section 12(2)(a)(iii) of the Act by virtue of them being commonly controlled by Mr Alex Waislitz who, pursuant to section 50AA of the Act, has the capacity to determine the outcome of decisions about the financial and operating policies of each of those entities. Number and class of securities 12,548,033 ordinary shares 16,513,670 ordinary shares 47,916,424 ordinary shares 12,548,033 ordinary shares 16,513,670 ordinary shares 4,877,761 ordinary shares 1,498,909 ordinary shares 1,007,576 ordinary shares 84,362,373 ordinary shares Page 2|5 4. Details of present registers 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 Thorney Investment Group UBS Nominees Pty Ltd Thorney Opportunities Ltd Thorney Technologies Ltd Jasforce Pty Ltd Coastal Estates Proprietary Limited Urban Land Nominees Pty Ltd UBS Nominees Pty Ltd UBS Nominees Pty Ltd Jasforce Pty Ltd Coastal Estates Proprietary Limited Urban Land Nominees Pty Ltd UBS Nominees Pty Ltd Mr Alex Waislitz Jasforce Pty Ltd Coastal Estates Proprietary Limited Urban Land Nominees Pty Ltd Person entitled to be registered as holder TIGA Trading Pty Ltd Thorney Opportunities Ltd Thorney Technologies Ltd Thorney Opportunities Ltd Thorney Technologies Ltd Jasforce Pty Ltd Coastal Estates Proprietary Limited Urban Land Nominees Pty Ltd TIGA Trading Pty Ltd Thorney Opportunities Ltd Thorney Technologies Ltd Jasforce Pty Ltd Coastal Estates Proprietary Limited Urban Land Nominees Pty Ltd Number and class of securities 47,916,424 ordinary shares 12,548,033 ordinary shares 16,513,670 ordinary shares 12,548,033 ordinary shares 16,513,670 ordinary shares 4,877,761 ordinary shares 1,498,909 ordinary shares 1,007,576 ordinary shares 47,916,424 ordinary shares 12,548,033 ordinary shares 16,513,670 ordinary shares 4,877,761 ordinary shares 1,498,909 ordinary shares 1,007,576 ordinary shares 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 acquisitions Cash consideration Number and class of securities affected TIGA Trading Pty Ltd 10-May-24 $Nil 150,000 ordinary shares TIGA Trading Pty Ltd 13-May-24 $Nil 350,000 ordinary shares Thorney Technologies Ltd 15-May-24 $Nil 611,973 ordinary shares Thorney Technologies Ltd 16-May-24 $Nil 88,027 ordinary shares $Nil 71,991 ordinary shares $Nil 23,998 ordinary shares $Nil 92,888 ordinary shares $Nil 30,963 ordinary shares $Nil 188,922 ordinary shares $Nil 62,974 ordinary shares $Nil 22,500 ordinary shares $Nil 7,500 ordinary shares $Nil 17,789 ordinary shares $Nil 7,624 ordinary shares $Nil 15,479 ordinary shares $Nil 48,916 ordinary shares $Nil 16,306 ordinary shares $Nil 112,209 ordinary shares $Nil 112,209 ordinary shares TIGA Trading Pty Ltd Thorney Technologies Ltd TIGA Trading Pty Ltd Thorney Technologies Ltd TIGA Trading Pty Ltd Thorney Technologies Ltd TIGA Trading Pty Ltd Thorney Technologies Ltd TIGA Trading Pty Ltd Thorney Technologies Ltd Thorney Technologies Ltd TIGA Trading Pty Ltd Thorney Technologies Ltd TIGA Trading Pty Ltd Thorney Technologies Ltd 18-Jun-24 19-Jun-24 20-Jun-24 24-Jun-24 25-Jun-24 26-Jun-24 27-Jun-24 28-Jun-24 TIGA Trading Pty Ltd 16-Jul-24 $Nil 242,051 ordinary shares TIGA Trading Pty Ltd 17-Jul-24 $Nil 257,949 ordinary shares TIGA Trading Pty Ltd $Nil 9,537,629 ordinary shares Thorney Technologies Ltd $Nil 2,236,617 ordinary shares $188,045.75 3,548,033 ordinary shares Jasforce Pty Ltd $Nil 970,905 ordinary shares Coastal Estates Proprietary Limited $Nil 498,909 ordinary shares Thorney Opportunities Ltd 04-Sep-24 Page 3|5 6. Associates The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows: Name Thorney Opportunities Ltd, Thorney Technologies Ltd, TIGA Trading Pty Ltd, Jasforce Pty Ltd, Coastal Estates Proprietary Limited, Urban Land Nominees Pty Ltd and each of the entities listed in Annexure ‘A’. Nature of association Each of the entities listed in Paragraph 3 and Annexure “A” to this notice are ‘associates’ in respect of the Company pursuant to section 12(2)(a)(iii) of the Act by virtue of them being commonly controlled by Mr Alex Waislitz who, pursuant to section 50AA of the Act, has the capacity to determine the outcome of decisions about the financial and operating policies of each of those entities. In addition, Mr Alex Waislitz holds, directly or indirectly, a relevant interest of 50% or more in each of Jasforce, Waislitz Charitable Corporation, Early Force and Jamahjo. 7. Addresses The addresses of persons named in this form are as follows: Name Address Thorney Opportunities Ltd Level 45, 55 Collins Street, Melbourne 3000 Thorney Investment Group and each of the entities listed in Annexure ‘A’ to this notice Thorney Technologies Ltd ACN 096 782 188 TIGA Trading Pty Ltd ACN 118 961 210 Jasforce Pty Ltd, ACN 017 167 713 Coastal Estates Proprietary Limited, ACN 004 481 154 Urban Land Nominees Pty Ltd, ACN 004 753 066 Alex Waislitz See Annexure ‘A’ to this notice Level 45, 55 Collins Street, Melbourne 3000 Level 45, 55 Collins Street, Melbourne 3000 c/- Wilson Pateras, Ground Floor, 40 River Boulevard, Richmond 3121 c/- Wilson Pateras, Ground Floor, 40 River Boulevard, Richmond 3121 c/- Wilson Pateras, Ground Floor, 40 River Boulevard, Richmond 3121 Level 45, 55 Collins Street, Melbourne 3000 Signature Print name Sign here CRAIG SMITH ACIS, CPA Capacity SECRETARY Date: 6 September 2024 Page 4|5 ANNEXURE ‘A’ This is Annexure A referred to in the Form 603 Notice of initial substantial holder signed by me and dated 6 September 2024. ......................................... CRAIG SMITH Secretary SUBSTANTIAL HOLDERS - ENTITY DETAILS Associated Entities Thorney Investment Group Jamahjo Pty Ltd, ACN 117 488 696 as trustee for the Halex Family Trust Thistle Custodians Pty Ltd, ACN 078 027 193 Address c/- Wilson Pateras, Ground Floor, 40 River Boulevard, Richmond 3121 Level 45, 55 Collins Street, Melbourne 3000 Thistle Holdings Pty Ltd, ACN 075 051 464 Level 45, 55 Collins Street, Melbourne 3000 Thorney Alpha Pty Ltd, ACN 162 820 537 Level 45, 55 Collins Street, Melbourne 3000 Thorney Beta Pty Ltd, ACN 162 828 677 Level 45, 55 Collins Street, Melbourne 3000 Thorney Holdings Pty Ltd, ACN 006 262 835 Level 45, 55 Collins Street, Melbourne 3000 Thorney International Pty Ltd, ACN 132 886 698 Thorney Investment Group Australia Pty Ltd, ACN 117 488 892 Thorney Management Services Pty Ltd, ACN 164 880 148 Level 45, 55 Collins Street, Melbourne 3000 Thorney Omega Pty Ltd, ACN 163 964 636 Level 45, 55 Collins Street, Melbourne 3000 Tiga Property Pty Ltd, ACN 117 811 453 Level 45, 55 Collins Street, Melbourne 3000 Tiga (Ballarat) Pty Ltd, ACN 117 812 030 Level 45, 55 Collins Street, Melbourne 3000 Tiga Finance Pty Ltd, ACN 118 521 412 Level 45, 55 Collins Street, Melbourne 3000 Tiga (Hawthorn) Pty Ltd, ACN 126 952 663 Level 45, 55 Collins Street, Melbourne 3000 Tiga Tails Pty Ltd, ACN 080 534 416 Level 45, 55 Collins Street, Melbourne 3000 Tiga Trading Pty Ltd, ACN 118 961 210 Level 45, 55 Collins Street, Melbourne 3000 Other associates Early Force Pty Ltd, ACN 103 134 363 as trustee for the Alex Waislitz Property Investment Trust Jamah Investments Pty Ltd, ACN 093 388 928 as trustee for the Jamah Investment Trust Jasforce Pty Ltd, ACN 017 167 713 as trustee for the Alex Waislitz Retirement Plan Thorney Technologies Ltd , ACN 096 782 188 58 Jarque Pty Ltd, ACN 617 756 377 Two Towers Pty Ltd, ACN 134 730 546 Urban Land Nominees Pty Ltd, ACN 004 753 066 Coastal Estates Proprietary Limited, ACN 004 481 154 Waislitz Charitable Corporation Pty Ltd, ACN 163 623 612 as trustee for the Waislitz Family Foundation Level 45, 55 Collins Street, Melbourne 3000 Level 45, 55 Collins Street, Melbourne 3000 Level 45, 55 Collins Street, Melbourne 3000 c/- Wilson Pateras, Ground Floor, 40 River Boulevard, Richmond 3121 c/- Wilson Pateras, Ground Floor, 40 River Boulevard, Richmond 3121 Level 45, 55 Collins Street, Melbourne 3000 Level 45, 55 Collins Street, Melbourne 3000 c/- Wilson Pateras, Ground Floor, 40 River Boulevard, Richmond 3121 c/- Wilson Pateras, Ground Floor, 40 River Boulevard, Richmond 3121 c/- Wilson Pateras, Ground Floor, 40 River Boulevard, Richmond 3121 Level 45, 55 Collins Street, Melbourne 3000 Page 5|5