Ann: TOV: KBC Panel Declines to Make Declaration, page-2

MEDIA RELEASE1/1No: TP25/043Monday, 16 June 2025Keybridge Capital Limited 17 – Panel Declines to Make DeclarationThe Panel has declined to make a declaration of unacceptable circumstances inresponse to an application dated 23 May 2025 from Yowie Group Ltd in relation tothe affairs of Keybridge Capital Limited.The application concerned, among other things, the issue of a notice under section249F of the Corporations Act 2001 by Keybridge seeking to convene a meeting tochange the composition of the Yowie board, which Yowie alleged constituted afrustrating action by triggering a condition of Yowie’s announced off-markettakeover bid for Keybridge (see TP25/37).The Panel considered that:• Yowie was aware of the likelihood that Keybridge may seek to change thecomposition of the Yowie board when Yowie announced its proposed bid, andaccordingly the condition was likely to be triggered by Keybridge and• Keybridge’s actions did not give rise to unacceptable circumstances.The Panel considered that it is not against the public interest to decline to make adeclaration of unacceptable circumstances.On the basis of the above, the Panel decided not to make a declaration ofunacceptable circumstances.The sitting Panel was Teresa Dyson (sitting President), Chris Stavrianou, and JamesStewart. The Panel will publish its reasons for the decision in due course on itswebsite www.takeovers.gov.au.Allan BulmanChief Executive, Takeovers Pane