Carly : Change of Directors' Interest Notices

For personal use only

Appendix 3Y

Change of Director's Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Carly Holdings Limited
ABN	60 066 153 982

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director

for the purposes of section 205G of the Corporations Act.

Name of Director	Stephen Hagop Abolakian
Date of last notice	18 May 2021

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this

part.

Direct or indirect interest	Indirect.
Nature of indirect interest	Willoughby Capital Pty Ltd as trustee for the
(including registered holder)	Willoughby Capital Trust, of which Mr Abolakian is a
Note: Provide details of the circumstances giving rise	potential beneficiary of the trust.
to the relevant interest.
Date of change	3 December 2021
No. of securities held prior to change	Direct
	Nil.
	Indirect1
	24,504,628 fully paid ordinary shares (Shares).
	871,388 options exercisable at $0.3750 each on or
	before 31 October 2022 (Tranche 2 Unquoted
	Options).
	3,500,661 options exercisable at $0.16 each on or
	before 31 May 2023 (Quoted CL8OB Options)

1 MNA Family Holdings Pty Ltd (MNA Holdings) held 612,500 Shares, 17,500 Tranche 2 Unquoted Options and 87,500 Quoted CL8OB Options in Carly Holdings Limited. Mr Abolakian's parents are directors and shareholders of MNA Family Holdings Pty Ltd and are beneficiaries of the Hishenk Pty Ltd Superannuation Fund.

• See chapter 19 for defined terms.

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Appendix 3Y Page 1

Appendix 3Y

Change of Director's Interest Notice

		Class		(a) Shares.
only				(b) Quoted CL8OB Options.
	Number acquired		(a) 4,617,200 Shares.
			(b) 1,539,066 Quoted CL8OB Options.
	Number disposed		Nil.
	Value/Consideration		(a) $0.08 per Share.
	Note: If consideration is non-cash, provide details
	(b) Nil. Free-attaching options on a 1-for-3 basis under
	and estimated valuation
			the Tranche 2 Placement.
use
	No. of securities held after change	Direct
			Nil
			Indirect2
			29,121,828 Shares.
			871,388 Tranche 2 Unquoted Options
			5,039,727 Quoted CL8OB Options.
personal
	Nature of change		Issue of Shares and Options pursuant to Tranche 2
		exercise of options, issue of securities	under	Placement following receipt of shareholder approval
		Example: on-market trade, off-market	trade,
		dividend reinvestment plan, participation	in buy-	at the Annual General Meeting held on 18 November
		back		2021 (2021 AGM).

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

	Detail of contract	Subscription agreement with the Company (Subscription
		Agreement). Summary of key terms contained in the ASX
		announcement released to the market on 11 May 2021 in
		relation to the Rights Issue and Follow-on Placement.
	Nature of interest	Subject to the Company obtaining all necessary regulatory
		and prior shareholder approvals, issue of Shares and
For		Quoted CL8OB Options under the Subscription Agreement.
	Name of registered holder	Willoughby Capital Pty Ltd as trustee for the Willoughby
	(if issued securities)	Capital Trust (Willoughby), of which Mr Abolakian is a
		potential beneficiary of the trust.
	Date of change	3 December 2021

2 MNA Family Holdings Pty Ltd holds 612,500 Shares, 17,500 Tranche 2 Unquoted Options and 87,500 Quoted CL8OB Options in Carly Holdings Limited. Mr Abolakian's parents are directors and shareholders of MNA Family Holdings Pty Ltd and are beneficiaries of the Hishenk Pty Ltd Superannuation Fund.

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

For personal use only

Appendix 3Y

Change of Director's Interest Notice

No. and class of securities to	Nil
which interest related prior to
change
Note: Details are only required for a contract
in relation to which the interest has changed
Interest acquired	Not applicable
Interest disposed	Shareholder approval received to issue 4,617,200 Shares
	and 1,539,066 Quoted CL8OB Options under the
	Subscription Agreement.
Value/Consideration	$0.08 per Share and free-attaching options on a 1-for-3
Note: If consideration is non-cash, provide	basis under the Subscription Agreement.
details and an estimated valuation
Interest after change	Direct
	Nil
	Indirect3
	29,121,828 Shares.
	871,388 Tranche 2 Unquoted Options
	5,039,727 Quoted CL8OB Options.

Part 3 - +Closed period

Were the interests in the securities No or contracts detailed above traded during a +closed period where prior written clearance was required?

If so, was prior written clearance Not applicable provided to allow the trade to

proceed during this period?

If prior written clearance was Not applicable provided, on what date was this

provided?

3 MNA Family Holdings Pty Ltd holds 612,500 Shares, 17,500 Tranche 2 Unquoted Options and 87,500 Quoted CL8OB Options in Carly Holdings Limited. Mr Abolakian's parents are directors and shareholders of MNA Family Holdings Pty Ltd and are beneficiaries of the Hishenk Pty Ltd Superannuation Fund.

• See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 3

For personal use only

Appendix 3Y

Change of Director's Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/09/01 Amended 01/01/11

Name of entity	Carly Holdings Limited
ABN	60 066 153 982

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the

director for the purposes of section 205G of the Corporations Act.

Name of Director	Robert Pinkas Blau
Date of last notice	18 May 2021

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be

disclosed in this part.

Direct or indirect interest	Not applicable
Nature of indirect interest	Not applicable1
(including registered holder)
Note: Provide details of the circumstances giving
rise to the relevant interest.
Date of change	3 December 2021
No. of securities held prior to change	Nil2
Class	3
	Not applicable
Number acquired	4
	Not applicable

1 SG Fleet Management Pty Limited, a subsidiary of SG Fleet Group Limited (ASX:SGF). Mr Blau is a director, shareholder and Chief Executive Officer of SG Fleet Group Limited, of which SG Fleet Management Pty Limited (SG Fleet) is a wholly- owned subsidiary.

2 SG Fleet held 19,410,007 fully paid ordinary shares (Shares), 888,888 options exercisable at $0.3750 each on or before 31 October 2022 (Tranche 2 Unquoted Options) and 2,772,858 options exercisable at $0.16 each on or before 31 May 2023 (Quoted CL8OB Options) in Carly Holdings Limited.

1. Shares and Quoted CL8OB Options.
2. SG Fleet acquired 3,567,925 Shares and 1,189,308 Quoted CL8OB Options.

+ See chapter 19 for defined terms.

01/01/2011

Appendix 3Y Page 1

For personal use only

Appendix 3Y

Change of Director's Interest Notice

Number disposed	Not applicable
Value/Consideration	5
Note: If consideration is non-cash, provide details	Not applicable
and estimated valuation
No. of securities held after change	Nil6

Nature of change	Not applicable7
Example: on-market trade,	off-market trade,
exercise of options, issue of securities under
dividend reinvestment plan, participation in buy-
back

Part 2 - Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be

disclosed in this part.

Detail of contract	Not applicable8
Nature of interest	Not applicable9
Name of registered holder	Not applicable10
(if issued securities)
Date of change	Not applicable11
No. and class of securities to	Not applicable
which interest related prior to
change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired	Not applicable12

1. $0.08 per Share and free-attaching options on a 1-for-3 basis under the Tranche 2 Placement.
2. SG Fleet holds 22,977,932 Shares, 888,888 Tranche 2 Unquoted Options and 3,962,166 Quoted CL8OB Options after the change.
3. Issue of Shares and Options pursuant to Tranche 2 Placement following receipt of shareholder approval at the Annual General Meeting held on 18 November 2021 (2021 AGM).
4. SG Fleet Management Pty Limited entered into a subscription agreement with the Company (Subscription Agreement). Summary of key terms contained in the ASX announcement released to the market on 12 May 2021 in relation to the Rights Issue and Follow-on Placement.
5. Subject to the Company obtaining all necessary regulatory and prior shareholder approvals by 30 November 2021, issue of Shares and Quoted CL8OB Options to SG Fleet under the Subscription Agreement.
6. SG Fleet Management Pty Limited. Mr Blau is a director, shareholder and Chief Executive Officer of SG Fleet Group Limited, of which SG Fleet Management Pty Limited is a wholly-owned subsidiary.
7. 3 December 2021.
8. Not applicable

+ See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011