RG 222 Substantial holding disclosure and tracing requirements

REGULATORY GUIDE 222
Substantial holding disclosure and tracing requirements July 2026 About this guide This regulatory guide is for persons subject to the substantial holding disclosure requirements and beneficial ownership tracing requirements in Ch 6C of the Corporations Act. It explains:
 how we administer the substantial holding disclosure requirements in Pt 6C.1 of the Corporations Act;  how the concept of relevant interests in s608 and 609 and the substantial holding disclosure requirements apply to securities lending, prime broking and agent lending;  how we administer the beneficial ownership tracing notice and register of relevant interest requirements in Pt 6C.2 of the Corporations Act; and  our enforcement powers in relation to the requirements in Pt 6C.1 and Pt 6C.2 of the Corporations Act.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 2 About ASIC regulatory documents In administering legislation ASIC issues the following types of regulatory documents. Consultation papers: seek feedback from stakeholders on matters ASIC is considering, such as proposed relief or proposed regulatory guidance. Regulatory guides: give guidance to regulated entities by:
 explaining when and how ASIC will exercise specific powers under legislation (primarily the Corporations Act)  explaining how ASIC interprets the law  describing the principles underlying ASIC’s approach  giving practical guidance (e.g. describing the steps of a process such as applying for a licence or giving practical examples of how regulated entities may decide to meet their obligations). Information sheets: provide concise guidance on a specific process or compliance issue or an overview of detailed guidance. Reports: describe ASIC compliance or relief activity or the results of a research project. Document history This guide was issued on July 2026 and is based on legislation and regulations as at the date of issue. Previous versions:
 Superseded Regulatory Guide 222, issued on 15 April 2011.
Disclaimer
This guide does not constitute legal advice. We encourage you to seek your own professional advice to find out how the Corporations Act and other applicable laws apply to you, as it is your responsibility to determine your obligations. Examples in this guide are purely for illustration; they are not exhaustive and are not intended to impose or imply particular rules or requirements.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 3 Contents
A Overview........................................................................................... 5
Purpose of the requirements ............................................................. 5
Overview of this guide ....................................................................... 6
B Substantial holding disclosure ...................................................... 7
What is a substantial holding in a listed entity?................................. 7
When is substantial holding disclosure required? ............................. 8
When must a substantial holding notice be provided? ...................... 9
What exemptions and modifications apply? .................................... 10
What are the consequences of failing to comply?........................... 11
Foreign equivalency exclusion......................................................... 11
C Substantial holding notices.......................................................... 13
What must a substantial holding notice include?............................. 13
What must accompany a substantial holding notice? ..................... 16
Providing sufficient disclosure ......................................................... 19
Submitting joint substantial holding notices..................................... 19
Market making and client services exclusion .................................. 19
D Securities lending: When a substantial holding arises ............. 22
What is securities lending?.............................................................. 22
The relevant interest provisions and securities lending................... 23
ASIC relief: Lender’s relevant interest ............................................. 25
Substantial holding disclosure and securities lending ..................... 26
ASIC relief: Disclosure of consideration .......................................... 27
Disclosure by others ........................................................................ 28
ASIC relief: Summarising securities lending master agreements ... 29
E Prime broking: When a substantial holding arises.................... 31
What is prime broking? .................................................................... 31
Prime brokers’ rights to borrow securities ....................................... 31
The relevant interests provisions and prime broking....................... 32
Substantial holding disclosure and prime broking ........................... 32
ASIC relief: Timing of disclosure...................................................... 33
ASIC relief: Attaching prime broking agreement ............................. 34
F Agent lenders: When a substantial holding arises .................... 35
What is agent lending? .................................................................... 35
The relevant interest provisions and agent lenders......................... 36
Substantial holding disclosure and agent lending ........................... 37
ASIC relief for agent lenders............................................................ 37
ASIC relief: Attaching authorisation agreement............................... 38
G Tracing notices .............................................................................. 39
Who can issue a tracing notice?...................................................... 39
Who can be issued with a tracing notice? ....................................... 40
What information can be sought via a tracing notice?..................... 41
What is the deadline for responding to a tracing notice? ................ 43
H Registers of relevant interests ..................................................... 46
Information required in a register of relevant interests .................... 46
Required form of a register of relevant interests ............................. 47
Storing a register of relevant interests............................................. 48
Who can inspect the register of relevant interests? ........................ 48
Requesting copies of the register of relevant interests ................... 48

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 4
I Freezing orders.............................................................................. 50
Interim orders................................................................................... 51
Appendix 1: Transitional arrangements ............................................. 52
Appendix 2: Examples of securities lending transactions ............... 53
Key terms ............................................................................................... 54
Related information............................................................................... 57

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 5 A Overview Key points Disclosure of substantial holdings and the beneficial ownership tracing requirements are important for an efficient, competitive and informed market in quoted securities. Without appropriate disclosure, there is a risk that the market will be misled about the ownership and control of listed entities. This guide sets out guidance on the substantial holding disclosure and beneficial ownership tracing requirements in the Corporations Act 2001 (Corporations Act). Purpose of the requirements RG 222.1 The purpose of the substantial holding disclosure and beneficial ownership tracing requirements in Ch 6C of the Corporations Act is to ensure that investors, directors and the market have timely access to sufficient information about:
(a) the names of controllers of substantial blocs of voting shares (substantial holders); (b) the names of the associates of substantial holders; (c) details of any consideration or special benefits that a substantial holder received for disposing of their relevant interest; and (d) details of any agreements, special conditions or restrictions that may affect the disposal of shares or the way in which they are voted. Note: In this guide, references to chapters (Chs), parts (Pts) or sections (s) are to the Corporations Act (as notionally modified by ASIC relief, where relevant), unless otherwise specified. References to regulations (reg) and schedules (Sch) are to the Corporations Regulations 2001 (Corporations Regulations), unless otherwise specified. RG 222.2 The requirements promote the principle underlying the takeover provisions in Ch 6—that the acquisition of control should take place in an efficient, competitive and informed market: see s602(a). In addition, the requirements ensure that market participants have better and more timely access to information on the accumulation of substantial interests in listed entities. This allows investors to know when a person is accumulating significant interests ahead of, or as part of, a transaction that may affect control of an entity. RG 222.3 Heightened and accelerated requirements to disclose substantial holdings when a takeover bid has been made reflect the particular importance of the market being kept fully and promptly informed about the progress of a bid, and the actions of other substantial holders, throughout the bid period.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 6 Overview of this guide RG 222.4 This guide explains:
(a) when notices under s671B of the Corporations Act (substantial holding notices) must be given (Section B); (b) what information should be disclosed in substantial holding notices and the form they should take (Section C); (c) when a substantial holding arises in relation to:
(i) securities lending (Section D);
(ii) prime broking (Section E); and
(iii) agent lending (Section F);
(d) requirements for the directions that may be given under s672A and s672B of the Corporations Act (tracing notices) (Section G); and (e) the register that must be maintained under s672DA of the Corporations Act (register of relevant interests) (Section H). RG 222.5 The substantial holding disclosure and beneficial ownership tracing requirements apply in relation to relevant interests, deemed economic interests and offsetting short positions in securities in a ‘Ch 6C body’. A Ch 6C body is a:
(a) listed company;
(b) listed registered scheme;
(c) listed notified foreign passport fund; or (d) a listed body (other than a company, registered scheme or notified foreign passport fund) that is incorporated or formed in Australia or overseas: see the definition of ‘Ch 6C body’ in s671A. RG 222.6 In this guide, we refer to Ch 6C bodies as a ‘listed entity’. Transitional arrangements RG 222.7 As a transitional measure from 4 December 2026 when the amendments in Sch 1 to the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025 commence, substantial holders can disclose substantial holding information using transitional forms or the Substantial Holding Notice. See Appendix 1 for more information about the transitional forms. RG 222.8 From 4 June 2027, substantial holding information may only be disclosed using the Substantial Holding Notice.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 7 B Substantial holding disclosure Key points Substantial holders—and persons on ceasing to be a substantial holder— must give information about their holding in a substantial holding notice to:

• the key person of the listed entity in which they have their holding; and
• the relevant market operator.
  The timing for giving a substantial holding notice varies depending on whether the listed entity is the subject of a takeover bid. Failure to comply with the substantial holding notice requirements is an offence and those who do so may be liable to compensate others for loss suffered because of the contravention. We have provided relief from the substantial holding disclosure requirements in certain circumstances. What is a substantial holding in a listed entity? RG 222.9 A person has a substantial holding in a listed entity if:
  (a) the total votes attached to voting securities in which they or their associates have relevant interests, or would have relevant interests but for exemptions in the takeover provisions, is 5% or more of total votes attached to all voting securities in the listed entity; (b) the person or their associates have a deemed economic interest in a number of voting securities in the listed entity and would have a substantial holding if they or their associates had a relevant interest in those securities (in addition to any voting securities in which the person or their associates actually have a relevant interest); or (c) the person has made a takeover bid for voting securities in the listed entity, and the bid period has started and not ended: see the definition of ‘substantial holding’ in s9 and s671D. RG 222.10 The relevant interests exemptions in the takeover provisions that are disregarded in determining whether a person has a substantial holding are the interests exempted by:
  (a) s609(6) (market traded options and derivatives); (b) s609(7) (conditional agreements); (c) s609(9B) (securities escrowed under listing rules); and

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 8 (d) section 609B (securities subject to escrow agreement in connection with initial public offer etc.): see s671E and paragraph (a)(ii) of the definition of ‘substantial holding’ in s9. Note: Table 1 in Regulatory Guide 5 Relevant interests and deemed economic interests (RG 5) sets out the exceptions that apply only for the purposes of the takeover provisions, those that apply only for the purposes of the substantial holding disclosure and beneficial ownership tracing requirements, and those that apply for the purposes of both. When is substantial holding disclosure required? RG 222.11 A person must provide a substantial holding notice if the person:
(a) begins to have, or ceases to have, a substantial holding in a listed entity; (b) has a substantial holding in an entity at the time that the entity lists on a declared financial market; (c) has a substantial holding in a listed entity and there is a disclosable movement in their holding; or (d) makes a takeover bid for securities of the listed entity (other than a listed notified foreign passport fund): see s671B(1)–(2). Net movements in substantial holdings RG 222.12 When the substantial holding disclosure requirements are triggered by the movement of a holding in one direction that is followed by a movement in the opposite direction, the substantial holder must disclose the movement in each direction: see s671B(1)(c) and the definition of ‘disclosable movement’ in s671BK. RG 222.13 The holder must not merely disclose the net movement between one notice and the next. The holder must give the information required by s671BB in each notice, even if the situation changes by the time that the information is required to be given: see the note to s671B(3). RG 222.14 For example, where offers under a bid close subject to defeating conditions (except for a prescribed circumstances condition: see s650F(1)(a)), the bidder must disclose both its increased substantial holding because of acceptances and its reduced holding immediately on close. Note: The bidder must disclose this information by 9.30 am on the next business day because they will be aware of the level of acceptances during the bid period: see s671BA(1)(b)(ii). The bidder should carefully monitor acceptances at the close.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 9 Substantial holding disclosure by a bidder RG 222.15 Regardless of the level of the bidder and its associates’ relevant interests, or whether there is a change in relevant interests, a bidder must provide a substantial holding notice in relation to voting securities in the target when the bid period starts: see s671B(1)(d). Note: The bid period for an off-market bid starts when the bidder’s statement is given to the target. In a market bid, the bid period starts when the bid is announced: see the definition of ‘bid period’ in s9. Paragraph (b) of the ‘substantial holding’ definition RG 222.16 A person also has a substantial holding if they have made a takeover bid for voting securities and the bid period has started and not ended: see paragraph (b) of the ‘substantial holding’ definition in s9. RG 222.17 This means that, even if the bidder and its associates have relevant interests and deemed economic interests in voting securities in less than 5% of the total votes attached to all shares (including nil voting shares), a bidder must provide substantial holding notices disclosing any disclosable movement throughout the bid period. Other disclosures RG 222.18 Information about substantial holdings may need to be included in the annual report: see, for example, ASX Listing Rule 4.10.4. RG 222.19 A person may also need to disclose information about a ‘substantial interest’ that they have in an entity to avoid unacceptable circumstances in the context of a possible control transaction: see Takeovers Panel Guidance Note 20 Equity derivatives (GN 20). The interests that must be disclosed need not necessarily give rise to a relevant interest or deemed economic interest. When must a substantial holding notice be provided? RG 222.20 Where a listed entity is not the subject of a takeover bid, the substantial holding notice must be given within two business days of when the substantial holder becomes aware or ought reasonably to be aware that:
(a) they begin to have, or ceased to have, a substantial holding in the listed entity or the entity has become listed; or (b) there has been a disclosable movement in their substantial holding in the listed entity: see s671BA(1)(a) and (2).

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 10 RG 222.21 If a listed entity is the subject of a takeover bid, the substantial holding notice must be given by 9.30 am on the next trading day of the relevant financial market after the substantial holder ought reasonably to be aware of a situation that requires a substantial holding notice to be given. This applies to all substantial holders, not just bidders: see s654B and s671BA(1)(b) and (2). Note: This timeframe for providing a substantial holding notice does not apply where the listed entity is a listed notified passport fund: see s671BA(3). What exemptions and modifications apply? RG 222.22 ASIC has modified the operation of the substantial holding disclosure requirements under ASIC Corporations (Securities Lending Arrangements) Instrument 2021/821. This relief is designed to achieve better disclosure of substantial holdings that arise wholly or partly from securities lending, prime broking or agent lending activities. RG 222.23 The relief relates only to compliance with the substantial holding disclosure requirements and not more broadly—that is, there is no relief from any other obligations under Ch 6 of the Corporations Act.
Table 1: Types of relief from the substantial holding disclosure requirements
Relief Description Reference
Securities lending:
Lender’s relevant interest
Relief so that a lender’s relevant interest in the lent securities under a securities lending arrangement is not affected by the subsequent actions of the borrower in relation to those lent securities. Notional s608(8A) and RG 222.67–RG 222.70 Prime broking: Timing of disclosure under s671B Relief so that a prime broker with a borrowing (or rehypothecation) right must defer the time at which it takes into account its relevant interest arising from that borrowing right for substantial holding disclosure requirement purposes to the time at which it exercises that borrowing right. Notional s609(10A) and RG 222.103–RG 222.108 Agent lenders: Timing of disclosure and retention of relevant interest Relief so that an agent lender may defer the time at which it takes into account its relevant interests in the lender’s securities for substantial holding disclosure requirement purposes to the time when securities are loaned. We have also given relief so that an agent lender’s relevant interest in lent securities is not affected by the subsequent actions of the borrower. Notional s609(10C) and RG 222.121–RG 222.123 Notional s608(8B) and RG 222.124

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 11 Relief Description Reference Content of substantial holding notices: Attaching AMSLA, GMSLA, GMRA, prime broking agreement or authorisation agreement Note: The full titles of AMSLA, GMSLA and GMRA are set out at RG 222.52. Relief allowing a substantial holder to comply with the requirement to attach a copy of the AMSLA, GMSLA, GMRA or prime broking agreement (all defined as a master securities lending agreement in notional s671B(4C)) or authorisation agreement to the substantial holding notice by providing prescribed information, which is listed in Table 2. A condition of the relief is that the substantial holder must provide the full documentation on request to us or the listed entity (but not to other parties). Notional s671B(4A) and (4B), RG 222.86– RG 222.89, RG 222.109 and RG 222.125. Content of substantial holding notices: Disclosure of consideration We have given relief so that a substantial holder does not need to include any consideration in a substantial holding notice, provided the relevant interest arises from a securities lending transaction. Notional s671B(3A) and RG 222.78–RG 222.83. What are the consequences of failing to comply? RG 222.24 A person who fails to comply with the substantial holding disclosure requirements commits an offence and may be liable to compensate persons for loss suffered because of the contravention: see s671B(4)–(5) and s671C. There may be a defence for failing to comply with the substantial holding disclosure requirements: see s671C(3). Foreign equivalency exclusion RG 222.25 A foreign body that is listed on a declared financial market operated in Australia is a listed entity. Accordingly, unless the foreign equivalency exclusion applies, the substantial holding disclosure requirements in Pt 6C.1 apply in relation to substantial holdings in voting securities in that body, even if the relevant securities are not themselves quoted on an Australian market. RG 222.26 The foreign equivalency exclusion provides that where a listed entity satisfies the two requirements under s671F, the substantial holding disclosure requirements will not apply to that entity if they must give information to another party.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 12 RG 222.27 The first requirement is that the listed entity must be subject to the following requirements as they were at the date that the ASIC Corporations (Listed Entities Enhanced Beneficial Ownership) Instrument 2026/482 was registered that we have declared to be equivalent to the substantial holding disclosure requirements:
(a) the requirements of Subpt 5 of Pt 5 of the Financial Markets Conduct Act 2013 (NZ); (b) the requirements of DTR 5 Vote Holder and Issuer Notification Rules of the Disclosure Guidance and Transparency Rules sourcebook in the Listing, Prospectus and Disclosure module of the Financial Conduct Authority (FCA) Handbook (UK); and (c) the requirements of subs(d) and (g) of s13 of the Securities Exchange Act 1934 (USA): see s30. RG 222.28 The second requirement is that the listed entity must, as soon as practicable after the relevant information is given to another person, give a copy of that information to the operator of each declared financial market whose official list includes the entity.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 13 C Substantial holding notices Key points Substantial holding notices must contain information specified in s671BB of the Corporations Act, subject to certain exceptions, and be in the Substantial Holding Notice format (except during the transitional period until 4 June 2027). Substantial holding notices must be accompanied by certain documents, and the person that gives the notice must give full, rather than minimal or technical, disclosure. When two or more persons have similar or related relevant interests, or are associates, a single joint substantial holding notice can be given in certain circumstances. Substantial holders that rely on the market makers and client services exclusion in s671AO need to disclose this fact in any substantial holding notice they give. AFS licensees or foreign equivalent licensees may also need to provide a statement to a market operator if they would have a significant holding in a listed entity, calculated as though the market makers and client services exclusion did not apply. What must a substantial holding notice include? RG 222.29 A substantial holding notice must include the information in Table 2, subject to the exceptions in Table 3, and meet the format in the Substantial Holding Notice. For more information about how to complete the notice, see the instructions with the notice. Note: From 4 December 2026 to 3 June 2027, substantial holders can elect to use transitional forms in place of the Substantial Holding Notice to disclose the substantial holding information in Table 2. See Appendix 1 for more information.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 14
Table 2: Substantial holding notice information
Requirement What must be disclosed Reference Details of the substantial holder and their associates The substantial holder must disclose:
 its name and address;
 the name of any associate that has a relevant interest or deemed economic interest in voting securities of the listed entity; and  the nature of the associate’s association with the substantial holder. Note: If the substantial holding notice is being given because a person has ceased to be an associate, the substantial holder must also disclose the name of that person. s671BB(1)(a), (d)(i) and (f) Details of relevant interests and deemed economic interests The substantial holder must disclose details of their relevant interests and deemed economic interests in voting securities in the listed entity, including:
 their holding percentage;
 their derivative-based holding percentage;  if their derivative-based holding percentage is greater than zero:
− their relatable derivative-based holding percentage; − deemed physically settleable derivative-based holding percentage; − deemed non-physically settleable derivative-based holding percentage; and − details of any offsetting short positions of the holder in voting securities of the listed entity, including their offsetting short position percentage. The substantial holder must disclose details of the relevant interest or deemed economic interest of any associates. s671BB(1)(b) and (d)(ii) Disclosable movement information If the substantial holding notice is being given because there has been a disclosable movement in the substantial holding, the substantial holder must also disclose:
 the size and date of the disclosable movement; and  details of each transaction that resulted in the disclosable movement. Note: The holder may aggregate details of two or more on-market transactions that occurred on the same day on the same declared financial market that are all acquisitions or all disposals of securities of the same class. If the holder aggregates transactions, the details disclosed must include:
(a) the highest and lowest value on a per security basis of consideration under those transactions; and (b) the total value of the consideration under those transactions. s671BB(1)(e) and (2) Agreements information The substantial holder must disclose details of any relevant agreement through which they or their associate would have a relevant interest or deemed economic interest in voting securities in the listed entity. s671BB(1)(c) and (d)(iii)

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 15 Requirement What must be disclosed Reference Details of the situation that has triggered the notice The substantial holder must provide details of the situation that has arisen in relation to the listed entity including where the substantial holder:
 begins to have a substantial holding;
 ceases to have a substantial holding; or  has a substantial holding and there is a disclosable movement in the substantial holding. s671BB(1)(g) and s28(a) of ASIC Instrument 2026/482 Total votes attaching to all securities in the listed entity The substantial holder must provide the total number of votes attaching to all voting securities in the listed entity. s671BB(1)(g) and s28(b) of ASIC Instrument 2026/482 Voting power The substantial holder must disclose:
 their voting power in the listed entity; and  any percentage point increase or decrease in voting power since their last substantial holding notice. s671BB(1)(g) and s28(c)–(d) of ASIC Instrument 2026/482 Transaction details The substantial holder must disclose details of each transaction that gave rise to, or gave rise to a change in the nature of, a relevant interest, deemed economic interest or offsetting short position in the four months:
 before the person was required to give an initial substantial holding notice or give a notice in a situation referred to in s671B(1)(b) or (f); or  since the substantial holder’s last notice. s671BB(1)(g) and s28(e) of ASIC Instrument 2026/482. Whether any deemed economic interest or offsetting short position has been excluded because of the market maker exemption This requirement only applies where the substantial holder is an AFS licensee authorised to deal in derivatives, or make a market in derivatives or securities, a CS facility licensee or a foreign equivalent licensee, relying on the exemption in s671AO in relation to any class of securities in the listed entity. A licensee required to disclose interests in a substantial holding notice that are not covered by the exemption must also indicate it is relying on the exemption when completing the notice. Note: For additional information about the market makers and client￾services exception, see RG 222.44–RG 222.50. s671BB(1)(g), s28(f) of ASIC Instrument 2026/482 and Substantial Holding Notice Any other particulars The substantial holder must disclose any other particulars required by the Substantial Holding Notice that are not otherwise required under s671BB(1)(a)–(f) or s28 of ASIC Instrument 2026/482 s671BB(1)(g), s29(f) of ASIC Instrument 2026/482 and Substantial Holding Notice

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 16 Exceptions to the information provided in a substantial holding notice RG 222.30 Table 3 summarises the exceptions to the information that must be included in a substantial holding notice.
Table 3: Exceptions to the substantial holding notice information
Exception Summary of exception Reference
Takes reasonable steps to know information A substantial holding notice does not need to include, or be accompanied by, information that would otherwise be required to the extent that a substantial holder does not know, and is not reasonably able to know, that information. This exception only applies if the substantial holder has taken reasonable steps to ensure they know or would reasonably be able to know the information within the time required. The substantial holder bears an evidential burden if they wish to rely on this exception. s671BC Information relating to takeover bids A substantial holding notice does not need to include the name and address of a person (other than the discloser) that has accepted an offer under a takeover bid if the person is shown in the listed entity’s register of members as the holder of the securities to which the notice relates at the time the notice is given. If a substantial holding notice does not include the name and address of persons that have accepted an offer under a takeover bid, the target of that takeover bid may require the bidder to provide on or before the first business day after receiving a written request from the target:
 the name and address of each person that has accepted the offer under the bid and remains registered as holder of the securities to which the acceptance relates; and  for each of those persons—the number of securities that they hold in respect of which the bidder has a relevant interest due to their acceptance of the bid. Note: This power does not affect the requirement for the bidder to lodge the bidder’s statement and offer document with ASIC and send these documents to the relevant market operator under s633(1). ss671BD and 671BH What must accompany a substantial holding notice? RG 222.31 A substantial holding notice must be accompanied by:
(a) a copy of any document or documents that set out the terms of any agreement that contributed to the substantial holding, which is in writing and readily available to the holder; and

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 17 (b) a statement giving full and accurate details of any contract, scheme or arrangement that contributed to the substantial holding that is not in writing and readily available to the holder: see s671BF(1). Note: The copy of the document described in paragraph (a) must be endorsed as a true copy of the document: see s671BF(2). RG 222.32 For the avoidance of doubt, where an offsetting short position movement triggers a substantial holding notice disclosure, the disclosure must be accompanied by a copy of any relevant written agreement, and a statement about any unwritten agreement, giving rise to the offsetting short position:
see the Explanatory Memorandum to the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Bill 2025 (Explanatory Memorandum) at paragraph 1.138. Multiple agreements and substantial holdings RG 222.33 If multiple agreements contribute to the situation giving rise to a substantial holding notice, a copy of all documents setting out the terms of each agreement must accompany the notice. RG 222.34 Substantial holders cannot avoid their obligation to disclose full or substantive details of all contributing agreements and arrangements by, for example:
(a) entering into a preliminary agreement or understanding incorporating limited terms (which triggers the substantial holding requirement); and (b) omitting substantive details of the overall transaction that have been negotiated on the basis that a formal or collateral written agreement or arrangement containing these details was (or will be) finalised later, after the immediate substantial holding disclosure requirement arising in relation to the transaction has been discharged. RG 222.35 When a preliminary step or agreement gives rise to a change in voting power before other agreements contributing to the overall situation have been finalised, the substantial holding notice must still be accompanied by a statement setting out full and accurate details of other contracts, schemes or arrangements that have been negotiated: see s671BF(1)(b). RG 222.36 A failure to provide details of surrounding agreements or arrangements may give rise to unacceptable circumstances, having regard to the efficient, competitive and informed market principles set out in s602(a). Exceptions for certain documents RG 222.37 Table 4 summarises exceptions to the requirement for certain documents to accompany a substantial holding notice.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 18
Table 4: Exceptions for certain documents and statements
Exception Overview of exception Reference Declared financial market If a substantial holder is giving the substantial holding notice because of a transaction taking place on a declared financial market, the notice does not need to provide the information described in RG 222.31. s671BG(2) Information relating to takeover bids If a substantial holder is the bidder or associate of a bidder under a takeover bid, and the information required to be given includes the acceptance of offers under the bid, the holder does not need to attach the following documents to the substantial holding notice:
 the bidder’s statement;
 the takeover offer document; and
 any acceptance form. s671BG(3)
Standard form documents prescribed by ASIC A substantial holding notice does not need to be accompanied by the following standard form documents prescribed by ASIC:
 International Swaps and Derivatives Association (ISDA) Master Agreement;  Futures Industry Association (FIA)–ISDA Cleared Derivatives Execution Agreements;  FBF Master Agreement relating to Transactions on Forward Financial Instruments; and  DRV German Master Agreement for Financial Derivatives Transactions. This exception only applies if the notice includes a statement that provides:
 all differences from the exempted standard form of document;  any information included in the document that is provided for, but not set out, in the standard form of document (e.g. any information included in blank space of the document that is required to be filled); and  the date the document was executed. s671BG(4)–(5) and s29 of ASIC Instrument 2026/482 Publicly available information that accompanied a prior notice A copy of any document or statement does not need to accompany a substantial holding notice if:
 it accompanied a substantial holding notice given previously;  it is publicly available; and  the substantial holding notice includes a statement that identifies the document or statement and the prior substantial holding notice. s671BG(6)

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 19 Providing sufficient disclosure RG 222.38 A person who gives a substantial holding notice must give full rather than minimal or technical disclosure. For example, a substantial holding notice should fully and accurately disclose the identity of the substantial holder, the details of the substantial holding or the disclosable movement, and any relevant agreement and the nature of any relevant association in accordance with the requirements of s671BB(1). RG 222.39 It is not sufficient for a notice to describe the nature of the substantial holding or association generically or describe its bare legal nature by reference to the provisions of the Corporations Act. For example, the holder must not merely say: ‘X and Y are associated because X is acting in concert with Y in relation to the affairs of Company Z’. The notice must describe the relevant transaction in clear commercial and legal terms. Submitting joint substantial holding notices RG 222.40 A single transaction or event may result in the substantial holding of different persons changing. As a result, a number of persons may be obliged to give a substantial holding notice in respect of their changed substantial holding. RG 222.41 When two or more persons have similar or related relevant interests or deemed economic interests, or are associates, so that they acquire or change their substantial holding because of the same transaction, they may give a single joint notice (rather than lodging separate notices). RG 222.42 The notice must meet the requirements in s671BB(1) for each discloser. The person giving the notice must have the authority to bind other persons on whose behalf the notice is given. RG 222.43 A substantial holder should take care in presenting complex information in a joint notice—for example, about associations—so that it does not contravene s671BB(1) or 1041H (misleading or deceptive conduct). Market making and client services exclusion RG 222.44 The following financial services licensees (exempt licensees) will not acquire a deemed economic interest in securities in the ordinary course of their business if conditions are met:
(a) AFS licensees authorised to deal in derivatives or make a market in securities or derivatives; (b) CS facility licensees authorised to operate a CS facility in relation to derivatives; and

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 20 (c) foreign equivalent licensees that are licensed or authorised, and whose activities are regulated by, an overseas regulatory authority to provide services including those described in (a) and (b) above: see s15–18 of ASIC Instrument 2026/482. Substantial holding notice disclosure RG 222.45 To ensure the market remains aware that certain interests have been excluded from a substantial holding notice, exempt licensees are required to acknowledge their reliance on the exclusion when disclosing a substantial holding in securities that are not covered by the exclusion: see item 12 of the Substantial Holding Notice. RG 222.46 This substantial holding may include any exposure to securities through derivatives that are not entered into for the purposes of facilitating a client’s request or in the ordinary course of their business. Statement to relevant market operator RG 222.47 ASIC Instrument 2026/482 also prescribes that certain exempt licensees must provide a statement to the relevant market operator when their holding percentage in a listed entity (calculated as if the exceptions in s16 and 17 of the instrument did not apply):
(a) increases above 20% or decreases to 20% or below; or (b) is above 20% and there is an increase or decrease by 1% or more in the following details about the licensee’s non-derivative holdings in the listed entity:
(i) their deemed physically settleable derivative-based holding percentage; (ii) their deemed non-physically settleable derivative-based holding percentage; and (iii) their offsetting short position percentage: see s19 of ASIC Instrument 2026/482. RG 222.48 The information required in the statement to the market operator is:
(a) the licensee’s name and, if applicable, licence number; (b) a statement that the licensee does not have a deemed economic interest and/or offsetting short position in securities in the relevant listed entity because of the exceptions in s16 and 17 of ASIC Instrument 2026/482 and notional s671AY(4), as inserted by s21 of the instrument; (c) information about which situation referred to in RG 222.47 applies;

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 21 (d) the increase in the following details about the licensee’s non-derivative holdings in the listed entity that would result if the exceptions in s16 and 17 of the instrument and notional s671AY(4) did not apply:
(i) their deemed physically-settleable derivative-based holding percentage; (ii) their deemed non-physically settleable derivative-based holding percentage; and (iii) their offsetting short position percentage; and Note: For example, if a licensee’s deemed physically settleable derivative-based holding percentage in the listed entity was 8%, but would be 10% if s16 and 17 of ASIC Instrument 2026/482 and notional s671AY(4) did not apply, the licensee would disclose that its deemed physically settleable derivative-based holding percentage would increase by 2%. (e) the number of securities in the listed entity that each increase in percentage in (d) above relates to: see s19(3) of ASIC Instrument 2026/482. RG 222.49 The statement to the market operator must be given:
(a) within two business days after the situation referred to in RG 222.47 occurs; or (b) by 9:30 am of the next trading day of the relevant financial market after the situation referred to in RG 222.47 occurs if the situation occurs during the bid period for a takeover bid for securities of the listed entity (other than a listed notified foreign passport fund): see s19(4)–(5) of ASIC Instrument 2026/482. RG 222.50 The statement to the market operator does not form part of a substantial holding notice and does not have the same requirements as the notice, such as a requirement to attach all relevant agreements. Note: For further information on the market making and client services exception, see
Section D of RG 5.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 22 D Securities lending: When a substantial holding arises Key points Securities lending involves a transfer of securities from the lender to the borrower and a subsequent transfer of equivalent securities to the lender. Securities lending will generally result in both the lender and the borrower having a relevant interest in the securities. We have given relief so that a lender’s relevant interest in the loaned securities under a securities lending arrangement is not affected by the subsequent actions of the borrower in relation to those loaned securities. The substantial holding requirements under s671B may be triggered if the person has an interest in 5% or more of a listed entity. What is securities lending? RG 222.51 ‘Securities lending’ is the term used to describe a market transaction where securities are transferred from the owner (the lender) to another party (the borrower). The borrower is obliged to return the securities or equivalent securities to the lender either on demand or at the end of the loan term. Note: While securities lending is a sale with an undertaking to return the sold property, we use the common market terminology to describe the transaction and parties in this guide. For detailed analysis on the legal characterisation of securities lending agreements, see Beconwood Securities Pty Ltd v ANZ Group Ltd [2008] FCA 594. RG 222.52 Securities lending usually occurs between institutional or professional investors in the market and usually involves securities held by custodians. It can, but does not always, occur ahead of, or as part of, short selling activity. Securities lending can also be undertaken to cover potential failed trades, dividend-driven transactions or other transactions relating to corporate actions, including voting. RG 222.53 In Australia, securities lending transactions are usually entered into under the Australian Master Securities Lending Agreement (AMSLA), the Global Master Securities Lending Agreement (GMSLA) or the Global Master Repurchase Agreement (GMRA). These master agreements provide a framework of standard terms for securities lending transactions, but a number of key terms need to be negotiated and agreed on before commencement of the loan. This includes the number and type of securities and the consideration. This is usually done by completing a standard form schedule.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 23 RG 222.54 Before the securities are transferred, the borrower usually gives the lender collateral in the form of cash or other securities as warranty for the borrower’s performance of its obligations. If the borrower delivers cash collateral, the lender usually pays the borrower interest on the cash. Any collateral securities are transferred to the lender as a loan, although generally the borrower cannot recall them unless it provides substitute collateral. RG 222.55 After the securities are transferred, the borrower has unencumbered title and unrestricted rights to dispose of the securities. The standard agreement requires the borrower to use its best endeavours to ensure the securities are voted in accordance with the lender’s instructions, provided the borrower holds the securities at the time. However, we understand this clause is often deleted. RG 222.56 Under a standard securities loan, the borrower may return the securities at any time, and the lender has a corresponding right to recall them at any time during the loan. If recalled, the borrower is required to return the securities or equivalent securities within one normal market settlement cycle. The borrower also returns the equivalent economic value of any dividends or distributions received during the term of the loan (manufactured payments). The relevant interest provisions and securities lending RG 222.57 The following guidance explains how the relevant interest provisions in s608 and 609 generally apply to securities lending transactions conducted on usual terms. Participants should obtain their own advice on how the law applies to their individual agreements. Note: For information about how the relevant interest provisions apply more generally, see RG 5. Relevant interests and securities lending RG 222.58 The ‘relevant interest’ concept is central to the substantial holding disclosure requirements and takeover provisions. RG 222.59 The borrower and lender’s substantial holdings reflect the relevant interests they have through their securities lending business, their other relevant interests and those of any associates (e.g. holdings of any entity in the group). RG 222.60 A securities lending transaction on standard terms will usually result in both parties having a relevant interest in the securities under s608 for the following reasons:
(a) the borrower will have a relevant interest in the securities under s608(1) when it has a legally binding commitment to borrow particular securities; and

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 24 (b) the lender will continue to have a relevant interest in the securities through its right to recall the securities from the borrower, which, when accelerated by s608(8), amounts to a right to control disposal of the securities. Note: Mere entry into the AMSLA, for instance, will generally not result in the borrower acquiring a relevant interest in securities, but a relevant interest will arise when the borrower secures a firm (i.e. legally binding) commitment to borrow the securities. The situation is generally different for prime broking agreements: see RG 222.96. RG 222.61 The lender is also likely to acquire a relevant interest in any securities delivered by the borrower as collateral for the loan of securities. The borrower will continue to have a relevant interest in the collateral securities if it has a right to recall them, even if the right of recall is conditional on the provision of substitute collateral. RG 222.62 When a borrower on-lends the securities to a third party, provided the borrower retains a relevant interest in the securities, the lender will continue to have a relevant interest in the securities under s608(8). In this way, a number of securities lending transactions will result in a chain of people having a relevant interest in the same securities, meaning that each party in the chain must calculate their own holdings to determine if they have a substantial holding. RG 222.63 This chain requires that a subsequent borrower retain a relevant interest. The borrower will lose its relevant interest in the lent securities if it disposes of them in circumstances where it does not retain any rights (e.g. when the borrower sells on market). The lender will also lose its relevant interest in the securities in these circumstances, even though the lender has the right to require the borrower to deliver equivalent securities under its securities lending agreement. This is because the lender’s relevant interest arises under s608(8), and that provision depends on the counterparty having a relevant interest in the securities. Note: Section 608A provides that any subsequent borrower will have a relevant interest in the securities in which the original borrower has a relevant interest and should be taken to use these securities to satisfy their obligations on performance, enforcement or exercise (as applicable). RG 222.64 However, the original borrower and lender may not be aware of a subsequent disposal, and the trigger to substantial holding disclosure only occurs on becoming aware of the change in relevant interest. As such, we consider it to be prudent and good policy for the original borrower and lender to assume they retain their respective relevant interests.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 25 Relevant interest exemptions for mortgages and derivatives do not apply RG 222.65 Section 609 provides exemptions for derivatives and mortgages from the relevant interest provisions in s608. However, we consider that securities lending agreements are not derivatives under s609(6), or mortgages, charges or other securities under s609(1). Accordingly, there are no relevant interest exemptions under s609 that will ordinarily prevent a relevant interest from arising under securities lending or prime broking transactions. Takeovers threshold RG 222.66 For completeness, we note that there is no exemption from the takeover provisions for relevant interests arising from securities lending, prime broking and agent lending arrangements. Section 606 basically prohibits a person from acquiring a relevant interest in the voting shares of a listed company if the voting power of that person, or someone else, would increase from 20% or below to more than 20% (or from above 20% to more than 20% but less than 90%). ASIC relief: Lender’s relevant interest RG 222.67 We have given relief so that a lender’s relevant interest in the loaned securities under a securities lending arrangement is not affected by the subsequent actions of the borrower in relation to those loaned securities: see notional s608(8A), as inserted by ASIC Instrument 2021/821. We have done this to remove any doubt and to ensure that the lender’s right of recall is recognised consistently, irrespective of the subsequent actions of the borrower. RG 222.68 We recognise that the effect of our relief is that the lender will continue to recognise a relevant interest even though the lender may have actual knowledge of the borrower’s disposal of the securities. However, in a usual market transaction, the lender is unlikely to know with certainty what the borrower does with the ‘loaned’ securities after the lender effects the transfer. As such, we consider it appropriate that the assumption operate in all circumstances, even if the lender has actual knowledge of the borrower’s disposal. RG 222.69 This assumption does not affect the required disclosures of the borrower in circumstances where the borrower sells the securities rather than on-lends them. On the other hand, when the borrower on-lends the securities, that borrower would then be in the position of a lender. The modification would operate so that the original borrower (now a lender) would recognise its relevant interest arising from its right of recall, irrespective of the actions of the second borrower. It also operates in respect of any securities that are provided by a borrower to a lender as collateral under a securities lending arrangement.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 26 RG 222.70 This assumption only applies for the purposes of assessing whether further substantial holding notification is required. It does not affect any other obligations to properly inform the market. For example, while a securities lending arrangement is in place, the market for a particular security may change, and the existence of the particular securities lending arrangements in place may mean that the relevant listed entity has continuous disclosure obligations to notify the market about the enforceability of a right of recall in particular circumstances. ASIC Instrument 2021/821 does not alter this position. Substantial holding disclosure and securities lending When is disclosure required? RG 222.71 Persons engaged in securities lending may be required to give substantial holding notices, at various stages in a securities lending transaction. The notice must be accompanied by a copy of:
(a) each securities lending agreement that contributed to the holding; (b) any related borrowing requests and confirmations; and (c) a statement reflecting any unwritten arrangements that contributed to the holding. RG 222.72 The borrower may be obliged to give a substantial holding notice after it has a firm (legally binding) commitment to borrow the borrowed securities. A borrower that obtains a substantial holding through securities lending must comply with s671B, even if the holding is only temporary (i.e. the obligation to give a substantial holding notice remains, even if the borrower on-sells the securities immediately and no longer has a substantial holding by the time it gives initial notice). Note: See the note to s671B(3). RG 222.73 The lender may gain a substantial holding through the delivery of collateral securities under the transaction. RG 222.74 The borrower will also need to consider its disclosure obligations if it loses a relevant interest in the lent securities (e.g. because the borrower returns the securities to the lender or sells them on market). Depending on the size of the disposal and the other holdings of the borrower and its associates, this may trigger the need to give notice of a disclosable movement in the holding or a notice of ceasing to be a substantial holder. RG 222.75 We consider it reasonable for the lender to assume that the borrower retains a relevant interest in the securities for the purposes of the lender’s disclosure of substantial holdings. Based on this assumption, the lender does not have to disclose a change in relevant interest resulting from actions after the loan merely for these purposes: see also RG 222.67–RG 222.70.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 27 RG 222.76 We have provided relief so that a lender’s relevant interest under a securities lending arrangement in the loaned securities is not affected by the subsequent actions of the borrower in relation to those loaned securities: see notional s608(8A), as inserted by ASIC Instrument 2021/821. We have done this to remove any doubt and to ensure that the lender’s right of recall is consistently recognised irrespective of the subsequent actions of the borrower. RG 222.77 We have provided examples of various scenarios where persons engaged in securities lending may be required to give a substantial holding notice in
Table 7 in Appendix 2.
ASIC relief: Disclosure of consideration
RG 222.78 Substantial holders must disclose the consideration for the acquisition or disposal of relevant interests comprising the substantial holding: see the Substantial Holding Notice. RG 222.79 The disclosure required for the consideration is:
… any and all benefits, money or otherwise, that the person provided in relation to the transaction. Details must be included even if the benefit is conditional on a contingent event. Details must be included of any benefit paid or received on behalf of the substantial holder or its associate in relation to the transaction, even if they are not directly paid to or received by the person: see instruction 10 of the Substantial Holding Notice. RG 222.80 We consider that ‘any and all benefits’ would include any borrowing fees payable by the borrower to the lender, any reduction in fees that would otherwise be payable by the lender to the borrower and any reduction in interest payable by the lender to the borrower on cash collateral. It may also include the fee an agent lender charges for organising securities lending transactions. RG 222.81 ‘Consideration’ in the context of securities lending or prime broking is generally understood to be the margin or fee charged on the relevant transaction. It is generally accepted that the level of this fee may be driven by non-control factors and, in the over-the-counter market, may reflect counterparty risk, deal-specific factors and other commercial transactions. RG 222.82 These factors, together with the fact that the fee may be difficult and costly to separate out as it is part of a bundle and not on a transaction-by￾transaction basis, mean that the fee does not provide clear information about the control of a listed company. RG 222.83 Given that the disclosure does not provide useful information towards the purposes of the substantial holding disclosure requirements, we have given relief so that a substantial holder does not need to include any consideration in a substantial holding notice, as long as the relevant interest arises from a securities lending transaction: see notional s671B(3A), as inserted by ASIC Instrument 2021/821.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 28 Disclosure by others RG 222.84 A substantial holding notice lodged by a counterparty to a securities lending transaction will only meet the substantial holding disclosure requirements if the counterparty has authority to bind other persons on whose behalf the notice is given, and they have similar relevant interests. RG 222.85 Often the parties to a securities lending transaction will not have similar relevant interests and it will not be possible to give joint notices. One counterparty’s notice will not reflect all relevant interests of the other counterparty and of the other’s associates. Example 1: Borrower on-lending shares A borrower of ordinary shares in AX Limited under an AMSLA, which amount to a substantial holding, on-lends the shares on the same day. For disclosure, the borrower:

• gives a substantial holding notice, stating the nature of its relevant
  interest as ‘Right, as lender, to recall shares under a securities lending agreement’;
• does not need to attach a copy of the AMSLA under which it has its right
  of recall to the substantial holding notice, but does need to provide the prescribed summary information listed in Table 5; and
• must describe their interest with more detail than ‘Acquisition and sale’
  or similar, which is not sufficient.
  Example 2: Prime broker on-lending shares A prime broker borrows ordinary shares in XY Limited under an AMSLA, which amounts to a substantial holding. One week later, the prime broker on-lends those shares to Party B. For disclosure:
• the prime broker gives a substantial holding notice, stating the nature of
  its relevant interest as ‘Holder of securities subject to an obligation to return under a securities lending agreement’;
• when the prime broker on-lends those shares to Party B, it does not
  change its substantial holding notification;
• Party B gives a substantial holding notice, stating the nature of its
  relevant interest as ‘Holder of securities subject to an obligation to return under a securities lending agreement’;
• Party B does not need to attach a copy of the AMSLA under which it has
  an obligation to return securities to the substantial holding notice, but does need to provide the prescribed summary information listed in Table 5; and
• Party B must describe the nature of its relevant interest with more detail
  than as a ‘Direct interest’ or similar, which is not sufficient.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 29 Example 3: Beneficial owner lends shares that are then on-lent A beneficial owner lends shares in ZY Limited to a custodian operating a securities lending program, who immediately on-lends those shares to a hedge fund. Each loan occurs under an AMSLA. The beneficial owner has previously lodged a substantial holding notice as a beneficial owner. One week later, when the hedge fund short sells those shares into the market:

• the beneficial owner does not change its substantial holding notification;
• the custodian lodges a substantial holding notice, stating the nature of
  its relevant interest as ‘Right, as lender, to recall shares under a securities lending agreement’;
• the custodian does not need to attach a copy of the AMSLA under which
  it has its right of recall to the substantial holding notice, but does need to provide the prescribed summary information listed in Table 5;
• it is not sufficient for the custodian to describe its interest as ‘Acquisition
  and sale’ or similar;
• the hedge fund needs to give a substantial holding notice, stating the
  nature of its relevant interest as ‘Holder of securities subject to an obligation to return under a securities lending agreement’;
• the hedge fund does not need to attach a copy of the securities lending
  agreement under which it has an obligation to return securities to the substantial holding notice, but does need to provide the prescribed summary information listed in Table 5; and
• when the hedge fund sells the shares on-market, it needs to lodge a
  substantial holding notice.
  ASIC relief: Summarising securities lending master agreements RG 222.86 Securities lending master agreements are lengthy, complex documents. Often borrowers are party to a number of securities lending arrangements with different lenders. They may also enter into a large number of securities lending transactions within a short period of time. RG 222.87 Attaching a large number of standard agreements would result in very long substantial holding notices. It may result in ‘information overload’ for the market. RG 222.88 Accordingly, we have given relief under ASIC Instrument 2021/821 that allows a substantial holder to meet the requirement to attach a copy of a master securities lending agreement to the substantial holding notice by providing a summary of certain prescribed information that is listed in Table 5. Note: This relief extends to a written agreement that is on substantially the same terms as an AMSLA, GMSLA or GMRA: see the ‘master securities lending agreement’ definition in notional s671B(3C), as inserted by ASIC Instrument 2021/821.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 30 RG 222.89 A condition of the relief is that the substantial holder must provide the full documentation on request to us or the listed entity (but not to other parties) within two business days after receiving the request: see notional s671B(4A), as inserted by ASIC Instrument 2021/821.
Table 5: Prescribed summary information
Schedule Response
Type of agreement Blank cell
Parties to agreement Blank cell
Transfer date Blank cell
Holder of voting rights Blank cell
Are there any restrictions on voting rights?
Yes/no
If yes, detail Blank cell
Scheduled return date (if any) Blank cell Does the borrower have the right to return early? Yes/no If yes, detail Blank cell Does the lender have the right to recall early? Yes/no If yes, detail Blank cell

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 31 E Prime broking: When a substantial holding arises Key points Prime brokers, and sometimes other market participants, can have extensive rights to borrow (or rehypothecate) any securities credited to their client’s account. This will generally result in both the prime broker and the client having a relevant interest in the securities. The substantial holding requirements under s671B may be triggered if the prime broker’s relevant interests (and the interests of any associates), including those arising from its borrowing right, is 5% or more of a listed entity. We have given relief so that a prime broker with a borrowing (or rehypothecation) right can defer the time at which it takes into account its relevant interest arising from that borrowing right for the purposes of substantial holding disclosure compliance. What is prime broking? RG 222.90 Securities lending commonly occurs as part of prime broking arrangements. Prime broking is a commercial term for a package of services offered by an investment bank to its clients, mainly institutional clients. Services typically comprise trade execution, settlement and custody, trade financing and securities lending. Prime brokers’ rights to borrow securities RG 222.91 Prime brokers often have extensive rights to borrow any securities credited to the client’s account. A prime broker with such a right is generally authorised to borrow the client’s securities without seeking any further consent from the client. This can be referred to as a ‘rehypothecation’ right. RG 222.92 However, it is usually not an exclusive right. A client of a prime broker can usually continue to deal in securities subject to the prime broking arrangement and may also appoint more than one prime broker for the same parcel of securities. RG 222.93 Other market participants, such as custodians operating a ‘principal’ securities lending program, may also have a broad right or mandate to borrow their client’s securities without seeking any further consent from the client. We consider that such a right is analogous to the prime broker’s borrowing (or rehypothecation) right, and it should be recognised in the same manner as a prime broker’s right to borrow.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 32 The relevant interests provisions and prime broking RG 222.94 The following guidance:
(a) explains how the relevant interest provisions in s608 and 609 generally apply to prime broking conducted on usual terms; and (b) applies to a custodian operating a securities lending program with the rights described in RG 222.93. Note: For information about how the relevant interest provisions apply more generally, see RG 5. RG 222.95 Participants should obtain their own advice on how the law applies to their individual agreements. RG 222.96 A prime broker that has the type of rights to borrow (or rehypothecate) its client’s securities will have a relevant interest in those securities under s608(8) from the commencement of the prime broking arrangement. RG 222.97 The prime broker’s right to borrow its client’s securities generates a relevant interest in its client’s securities, either when it enters into a prime broking agreement with a new client or when an existing prime broking client acquires new securities. This is the case even if the prime broker has not exercised its right to borrow the client’s securities. RG 222.98 The client retains a relevant interest in the securities at all times. This is because they either continue to be the beneficial owner (before the borrowing right is exercised) or, after the securities are borrowed, they have the right to recall the securities: see RG 222.60. RG 222.99 The prime broker’s substantial holding comprises the relevant interests of all its prime broking clients together with its other relevant interests and those of any associates (e.g. holdings of any entity in the group). RG 222.100 A prime broker’s relevant interests will change as the relevant interest of the client changes. Accordingly, a prime broker will need to recalculate its holdings to assess whether notification is required. Substantial holding disclosure and prime broking RG 222.101 Entry into a prime broking agreement triggers the need for a prime broker to give a substantial holding notice if the client’s relevant interest in the securities, when combined with the prime broker’s other relevant interests (and the interests of any associates), is 5% or more of a listed entity. This is also the case when an existing prime broking client acquires new securities over which the prime broker has borrowing rights.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 33 RG 222.102 A prime broker’s relevant interest in a client’s securities does not change when the prime broker exercises its right to borrow the securities. This means the prime broker does not need to lodge a fresh substantial holding notice at this stage, as no new relevant interest has been acquired. ASIC relief: Timing of disclosure Deferral until borrowing right exercised RG 222.103 We have given relief under ASIC Instrument 2021/821 so that a prime broker or custodian with a borrowing (or rehypothecation) right must defer the time at which it takes into account its relevant interest arising from that right for substantial holding disclosure purposes. The deferral is until the time at which it exercises that borrowing right: see notional s609(10A). The prime broker or custodian would then take into account the relevant interest arising from that borrowing in assessing whether it needs to file a substantial holding notice at that time. RG 222.104 We have given this relief on the basis that aligning the timing of any substantial holding notification with the time the borrowing right is actually exercised more closely aligns notification with the timing of changes in control of the securities. We believe this relief will enhance market transparency and improve the quality of information being provided in substantial holding notices. RG 222.105 The relief is subject to two conditions. First, the relief only relates to the relevant interest arising from the borrowing right alone and, as part of that, the client is not restricted in how it can deal with the securities in respect of which the borrowing right is given. A prime broker or custodian may, in certain cases, have a relevant interest because of other arrangements (e.g. an agreement under which the client agrees not to dispose of securities). Our relief does not apply to the relevant interest arising from that other agreement. RG 222.106 Second, we have limited the relief to circumstances where the borrowing right is obtained in the ordinary course of the prime broker’s or custodian’s business. Whether a specific arrangement would be in the ordinary course of the prime broker’s or custodian’s business will depend on the circumstances. However, if the prime broker or custodian had a borrowing right over particular securities and was accumulating or ‘warehousing’ that security for a corporate purpose (whether its own or a client’s), we would not consider that right to be obtained in the ordinary course of that prime broker’s or custodian’s business. The very nature of the borrowing right usually obtained by a prime broker or custodian is over the securities that may be in the client’s account from time to time rather than particular securities.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 34 Control transactions RG 222.107 Under our relief, a prime broker or custodian may defer taking into account the relevant interest arising from the borrowing right in meeting the substantial holding disclosure requirements at all times, including when a control transaction is underway for the relevant listed securities. RG 222.108 Despite this, a prime broker or custodian may determine that voluntary disclosure to the market and the listed entity is appropriate in such circumstances to avoid the non-disclosure of the nature or extent of their borrowing right giving rise to unacceptable circumstances. ASIC relief: Attaching prime broking agreement RG 222.109 A prime broking agreement is a lengthy, complex document. Our relief means that this agreement does not need to be attached to a substantial holding notice. However, the summary of the securities lending transaction will need to be attached: see notional s671B(4A) and the definition of ‘master securities lending agreement’ in notional s671B(4C), as inserted by ASIC Instrument 2021/821.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 35 F Agent lenders: When a substantial holding arises Key points Agent lenders arrange securities lending transactions for their clients with third-party borrowers under authorisation agreements. The rights and discretions that agent lenders usually have under an authorisation agreement are likely to result in the agent having a relevant interest in securities. We have given legislative relief so that:

• an agent lender can defer the time at which it takes into account its
  relevant interest for the purposes of substantial holding disclosure compliance; and
• an agent lender retains their relevant interest despite actions by the
  third-party borrower.
  What is agent lending?
  RG 222.110 Some custodians and other intermediaries act as agents for clients who want to make their securities available for securities lending. In this guide, we refer to these intermediaries as ‘agent lenders’. RG 222.111 Agent lenders negotiate and settle securities lending transactions on behalf of their client with third-party borrowers. Agent lenders typically do not have a right to borrow their client’s securities (although they may do so) and, unlike prime brokers, they do not enter securities lending transactions as principal. RG 222.112 Agent lenders perform their role under an authorisation agreement with their client lender. There is no standard form of authorisation agreement, but it will generally set out the client’s parameters on:
  (a) the securities that can be lent (lending pool securities); (b) the entities that can borrow the securities (i.e. exposure and credit limits); (c) acceptable collateral; and (d) how and when securities lending transactions can be terminated. Note: See the definition of ‘authorisation agreement’ in notional s608(8C), as inserted by ASIC Instrument 2021/821.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 36 RG 222.113 Authorisation agreements contain detailed provisions for the agent lender to act on client instructions and some of the agent lender’s functions may be exercised automatically (e.g. to match lending pool securities with borrow requests from acceptable counterparties). However, agent lenders usually have discretion over various matters relating to securities lending, including an unfettered discretion to terminate a transaction without prior notice to the client. The relevant interest provisions and agent lenders RG 222.114 Section 608 applies to agent lenders in a similar way to prime brokers (despite prime brokers having a right to borrow the client’s securities and doing so as principal). This is because:
(a) s608(1) is drafted in broad terms and expressly states that it does not matter how remote a relevant interest is or how it arises and that, if two or more people can jointly exercise one of the powers, each of them is taken to have that power; (b) s608(2) extends the application of s608(1) by saying that ‘power or control’ over voting or disposal includes power or control that is indirect and power or control that is subject to restraint or restriction; and (c) s608(8) accelerates the acquisition of a relevant interest when a person has been given future rights over securities. RG 222.115 Section 609 does not contain any exception that would apply to agent lenders. In particular, we do not consider the bare trustee exception in s609(2), which can be relied on by custodians in their trustee capacity, applies to intermediaries that have discretion like agent lenders. RG 222.116 An authorisation agreement will therefore result in the agent lender acquiring a relevant interest in the lending pool securities (i.e. the securities within the parameters suitable for loan) at the time of entry into an authorisation agreement with the client (and when the client acquires further securities that are added to the lending pool). This is because the agent lender has power to exercise control over the disposal of the lending pool securities. The client will also have a relevant interest in the lending pool securities. RG 222.117 If the agent lender has discretion to terminate loans under the authorisation agreement, it will also have a relevant interest in:
(a) the securities that have been loaned to a borrower under the authorisation agreement (loaned securities); (b) any securities delivered by the borrower as collateral (collateral securities); and (c) any securities purchased with cash collateral provided by the borrower (purchased securities).

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 37 RG 222.118 This is because termination of the securities loan will result in recall of the loaned securities for the client and return of the collateral securities to the borrower. The agent lender would also ordinarily be authorised to sell any purchased securities in order to return cash collateral to the borrower. Note: Intermediaries who act as agent lenders should obtain their own legal advice on how the relevant interest provisions apply to their agreements with clients. The above analysis is intended as general guidance only. Substantial holding disclosure and agent lending RG 222.119 Section 671B requires an agent lender to aggregate its own direct relevant interest in securities (i.e. relevant interests arising because it holds the securities) and any deemed economic interest in securities with the relevant interest and deemed economic interests it has in its clients’ securities through agency and other intermediary agreements. The agent lender also needs to take into account the relevant interests and deemed economic interests of the agent’s associates. RG 222.120 Without our relief, an agent lender would acquire a relevant interest in its client’s lending pool securities at the time the agent enters into an authorisation agreement with the client. The agent lender’s relevant interests would not change when securities in the lending pool are lent to a third-party borrower. This can result in the agent lender needing to give a substantial holding notice over all the lending pool securities when it enters into an authorisation agreement (and when new securities are added to the lending pool) but not when the agent exercises rights over specific securities under that agreement to loan securities to a third-party borrower. ASIC relief for agent lenders Deferral relief until lending right exercised RG 222.121 We consider that an agent lender has more substantive control over a client’s securities once they have been lent out to a third-party borrower. It is at this point the agent lender usually has the discretion to terminate securities lending transactions and recall the lent securities. RG 222.122 ASIC Instrument 2021/821 therefore provides that, for the purposes of the substantial holding disclosure requirements, the agent lender does not acquire a relevant interest until the securities are lent out: see notional s609(10C). As with the deferral relief provided for prime brokers, this relief aims to ensure any disclosure obligation as part of the substantial holding disclosure requirements is aligned with the agent lender’s more substantive control over the securities.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 38 RG 222.123 The deferral relief is conditional on:
(a) the lender not being subject to any restriction with the agent (other than a ‘permissible restriction’) in how the lender can deal with the securities; and (b) the agent acquiring the lending authority in the ordinary course of carrying on an agency lending business: see notional s609(10C), as inserted by ASIC Instrument 2021/821. Retention of interest in lent securities RG 222.124 As with principal lenders, agent lenders generally have a relevant interest in securities that have been transferred to a borrower through a securities lending arrangement. This is due to the agent lender’s right to terminate securities lending arrangements (which results in a recall of the lent securities). However, without our relief, an agent lender may lose their relevant interest in lent securities if the borrower loses its relevant interest (see RG 222.63). This can complicate substantial holding disclosure. Therefore, we have provided relief so that an agent lender retains a relevant interest in lent securities for the purposes of Pt 6C.1 regardless of the borrower’s dealings with the lent securities: see notional s608(8B), as inserted by ASIC Instrument 2021/821. ASIC relief: Attaching authorisation agreement RG 222.125 Similar to relief for securities lending agreements, we have provided relief so that agent lenders do not need to attach authorisation agreements to their substantial holding notices: see notional s671B(4B)–(4C), as inserted by ASIC Instrument 2021/821. The effect of our deferral relief is that disclosure of any substantial holding (or change in a substantial holding) arising from the authorisation agreement would occur once securities have been lent. The disclosure relief is conditional on the substantial holding notice disclosing specified key information about the authorisation agreement.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 39 G Tracing notices Key points ASIC and key persons for listed entities can issue tracing notices to certain individuals requiring them to disclose information about relevant interests, deemed economic interests and offsetting short positions that they or their associate hold—or have given instructions about—in the voting securities in a listed entity. The class of individuals that can receive an ASIC-issued tracing notice is wider than the class of individuals that can be issued a tracing notice from the key person of a listed entity or a notice ASIC issues at a member’s request. The information that must be disclosed in response to an ASIC-issued tracing notice on its own initiative is greater than the disclosures that must be made in response to tracing notices from key persons or ASIC in response to a member request. Who can issue a tracing notice? RG 222.126 ASIC and key persons for listed entities can direct certain individuals to disclose information about the voting securities in a listed entity that they or an associate holds or that they have given instructions about: see s672A and 672B(2). These directions are known in this guide as ‘tracing notices’. Note: ‘Instructions’ in this context include instructions about the acquisition or disposal of voting securities or derivatives that result in a person having a deemed economic interest in a number of voting securities, or the exercise of rights attached to such voting securities and derivatives: see ‘instructions’ as defined in s9. RG 222.127 ASIC may issue a tracing notice:
(a) on our own initiative (ASIC-issued tracing notice) (see s672A); and (b) in response to a request from a member of a listed entity (member￾initiated tracing notice) (see s672B(2)). How to request a tracing notice from ASIC RG 222.128 Applications from members of listed entities for ASIC to issue a member￾initiated tracing notice should be submitted though the ASIC Regulatory Portal using the ‘Apply for an ASIC approval, consent, statement, nomination or other’ transaction and selecting ‘ASIC Direction’. A fee will apply for lodging the transaction: see item 23 of Sch 1 to the Corporations (Fees) Regulations 2001. Note: A separate request must be made for the dispatch of multiple notices. If a member wants us to dispatch more than one tracing notice, a separate fee is required for each notice.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 40 RG 222.129 If a member requests ASIC to issue a member-initiated tracing notice, we must do so unless we consider that it would be unreasonable to do so in the circumstances: see s672B(2)(b). For example, it will be unreasonable to require a person to disclose information if the request is unnecessary or vexatious. RG 222.130 Members of a listed entity have standing to enforce a member-initiated tracing notice given by ASIC: see s1325A(3)(c). Who can be issued with a tracing notice? ASIC-issued tracing notice RG 222.131 ASIC may issue an ASIC-issued tracing notice to:
(a) a member of the relevant listed entity; (b) a person named in a previous disclosure following a tracing notice as having a relevant interest or deemed economic interest in, or having given instructions about, voting securities in or derivatives relating to the relevant listed entity; (c) a person who ASIC suspects, on reasonable grounds, has a relevant interest or deemed economic interest in, or who has given instructions about, voting securities in or derivatives relating to the relevant listed entity; or (d) a person who ASIC suspects, on reasonable grounds, is an associate of a person described in (c) above: see s672A. Other tracing notices RG 222.132 Key persons and ASIC—when issuing a member-initiated tracing notice— may issue a tracing notice to:
(a) a member of the relevant listed entity; (b) a person named in a previous disclosure following a tracing notice as having a relevant interest in, or having given instructions about, voting securities in the relevant listed entity; or (c) a person who the key person (for a tracing notice they issue) or member (for a member-initiated tracing notice) suspects, on reasonable grounds, has a relevant interest in, or has given instructions about, voting securities in the relevant listed entity. Standard of suspicion RG 222.133 The suspicion of a key person or member requesting ASIC to issue a member-initiated tracing notice on the basis that they hold a suspicion, on reasonable grounds, must be at least partly based on information disclosed in accordance with Ch 6C—for example, information disclosed in substantial holding disclosures or in response to tracing notices: see s672B(4).

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 41 RG 222.134 This requirement for the suspicion to be based at least partly on information corresponds to the standard upon reasonable grounds for suspicion in s41(5) of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006. It is a higher standard of suspicion compared to the standard for ASIC. This is intended to strike a balance between streamlining the tracing notice process and preventing its use for improper purposes. Note: See the Explanatory Memorandum at paragraph 1.218. What information can be sought via a tracing notice? RG 222.135 The information that must be disclosed in response to a tracing notice is summarised in Table 6 and aligns with the information that must be disclosed in a substantial holding notice.
Table 6: Information that must be disclosed
Recipient ASIC-issued tracing notice Other tracing notices Any recipient  Details of the discloser’s relevant interests and deemed economic interests in the listed entity, including circumstances that give rise to those interests and details of the discloser’s offsetting short positions (if relevant).  Details of any agreement through which the discloser would have a relevant interest, deemed economic interest or offsetting short position.  Name of each associate and details of the nature of the association.  Name and address of anyone else with a deemed economic interest in voting securities in the relevant listed entity, including the nature and extent of the deemed economic interest and the circumstances that gave rise to it.  Name and address of anyone who instructed the discloser about derivatives.  Details of any instructions received.  Any other particulars prescribed by regulations.  Details of the discloser’s relevant interests in the listed entity, including circumstances that give rise to the interest.  Any other particulars prescribed in regulations.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 42 Recipient ASIC-issued tracing notice Other tracing notices Member of a listed entity Persons named in previous disclosure as having an interest or giving instructions Persons suspected of having an interest or giving instructions If an ASIC-issued tracing notice specifies securities, the discloser must include:
 the name and address of anyone else with a relevant interest in any of the specified securities;  details of the nature and extent of the person’s relevant interests;  details of the circumstances that gave rise to the relevant interest;  the name and address of anyone who instructed the discloser about any of the specified securities; and  details of the instructions (including dates). If another tracing notice specifies particular securities, the discloser must include:
 the name and address of anyone else with a relevant interest in any of the specified securities;  details of the nature and extent of the person’s relevant interests;  details of the circumstances that gave rise to the relevant interest;  the name and address of anyone who instructed the discloser about any of the specified securities; and  details of the instructions (including dates). RG 222.136 Unless specified otherwise in the notice, if information disclosed in response to an ASIC-issued tracing notice includes details of a person’s own, or any other person’s, relevant interests or deemed economic interests, the information must be accompanied by:
(a) a copy of any document or documents that set out the terms of any agreement that contributed to those interests, which is in writing and readily available to the discloser; and (b) a statement giving full and accurate details of any contract, scheme or arrangement that contributed to the interests which is not in writing and readily available to the holder: see s672AF(1) and (3). Note: The copy of the document described in paragraph (a) must be endorsed as a true copy of the document: see s671AF(2). RG 222.137 When giving the statement referred to in RG 222.136(b), if the contract, scheme or arrangement that is not in writing only contributed to another person’s relevant interests and deemed economic interests, the discloser only needs to disclose details about the contract, scheme or arrangement if it relates to the other person’s:
(a) relevant interests, that are known to them; or (b) deemed economic interests, that are known to them from information that is not publicly available, irrespective of whether the details are also knowable based on public information: see s672AF(5). RG 222.138 More information must be disclosed in response to an ASIC-issued tracing notice than in response to other tracing notices (including member-initiated tracing notices issued by ASIC). This is because Parliament intended for ASIC to be able to use this power to uncover undisclosed information, particularly information relating to a foreign listed entity: see the Explanatory Memorandum at paragraph 1.227.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 43 RG 222.139 However, there are limitations on the information that must be provided in response to tracing notices, irrespective of whether they are ASIC-initiated or other tracing notices. For example, information about other persons with relevant interests must only be disclosed by an individual to the extent that such information is known to them—that is, they are not obliged to check publicly available information concerning arrangements to which they have no connection: see Explanatory Memorandum at paragraph 1.228. How ASIC processes tracing notices RG 222.140 We must pass information disclosed in response to a member-initiated tracing notice to that member, unless we consider it would be unreasonable in all the circumstances to do so: see s672C(b). RG 222.141 We will generally also pass on information disclosed in response to any member-initiated tracing notice to the relevant listed entity, since the entity must then include information in its register of relevant interests that is required under s672DA. We will not disclose the identity of a member who requested us to issue a member-initiated tracing notice to the listed entity:
see s672C.
RG 222.142 We will only pass on information we receive from tracing notices to a person referred to in s672C (i.e. the key person for a listed entity or the member who requested we issue a member-initiated tracing notice). However, other persons may obtain beneficial ownership information for a listed entity by inspecting or obtaining a copy of its register of relevant interests. RG 222.143 If ASIC receives a response to an ASIC-issued tracing notice, we may pass on information to a person referred to in s672C, but may not do so in all cases. We will not generally pass on information that is only required by an ASIC-issued tracing notice or information disclosed in response to a tracing notice issued by the key person for a listed entity. What is the deadline for responding to a tracing notice? RG 222.144 Tracing notices must be responded to within two business days after:
(a) the notice is received, or
(b) ASIC notifies the person that it refuses to grant an exemption (see RG 222.146–RG 222.151) from the obligation to respond: see s672AB and 672AC. RG 222.145 Section 672AA describes the circumstances in which a person will be deemed to have received a tracing notice depending on the method of service used.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 44 Relief from responding to a tracing notice RG 222.146 We can exempt a person from Pt 6C.2 or declare that it applies as if specified provisions were omitted, modified or varied: see s673. However, we do not envisage that we will often grant an exemption from the requirement to provide information in response to a tracing notice. RG 222.147 Because of the importance of the Ch 6 purposes of promoting a fully informed market, we think there must be special reasons before we will grant relief from the obligation to provide information in response to a tracing notice. To qualify as a special reason, the information or the cost or difficulty of providing it must be extraordinary, unusual or atypical. We will generally refuse requests that appear to be made simply to delay compliance. RG 222.148 Difficulty in complying with a tracing notice within the time required is generally not a special reason. RG 222.149 For some recipients (e.g. nominee companies), a tracing notice may involve providing a wide range of information in a short time, which may be difficult. This difficulty can be mitigated if the tracing notice specifies the information to be disclosed, which may occur if the person issuing the tracing notice and recipient have agreed on the nature and the extent of the information to be provided. This is because, in such circumstances, only the specified information needs to be disclosed: see s672BD(a). RG 222.150 If a tracing notice has been received, the purpose of s672B will often be satisfied if the recipient provides:
(a) the identity and address of the person or persons on whose behalf the recipient holds the securities; (b) the name and address of any other person who has a relevant interest in the securities, including the power to give instructions (this will include any person who is given the power by the recipient’s principal and who is notified to the recipient); and (c) any current instructions that the principal or another authorised person has given about voting and dividend or distribution rights attached to the securities and to the holding and disposal of the securities, the full name and address of the person who gave the instructions and the date of the instructions. RG 222.151 To be clear, a recipient does not discharge its obligations under the Corporations Act by making limited disclosure of this kind. While we would not take enforcement action over incomplete compliance in circumstances such as these, a tracing notice issuer who agrees with a recipient to accept limited or preliminary information can subsequently seek full disclosure under Pt 6C.2.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 45 Timeframe to apply for relief RG 222.152 If a person requests that ASIC provide an exemption from the requirement to disclose information in response to a tracing notice, they must make this request no later than two business days after they receive the tracing notice. If a person does not request an exemption within two business days after receiving a tracing notice, their request cannot be considered.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 46 H Registers of relevant interests Key points Certain information that the key person of a listed entity receives in response to a tracing notice must be recorded in a register of relevant interests. The register of relevant interests must meet location and form requirements and be open for inspection at no cost to members of the listed entity, academics and journalists. Other persons may inspect the register at a cost that does not exceed the maximum cost specified in the regulations. Any person may request a copy of the register or a part of the register, which the key person must provide within specified timeframes and at no greater cost than is specified in the regulations. Information required in a register of relevant interests RG 222.153 A key person for a listed entity must record in the register of relevant interests that they are required to maintain information they receive in response to a tracing notice they have issued or that they have received from ASIC under s672C: see s672DA(2)–(3). RG 222.154 The information from the notice must be recorded in the register of relevant interests within two business days of receipt: see s672DB(4). Note: For listed entities that were not incorporated or formed in Australia, this obligation only applies in relation to securities quoted on a declared financial market: see s672DE. RG 222.155 The register of relevant interests must contain:
(a) the name and address of a person that has a relevant interest in securities of the relevant listed entity; (b) details of the nature and extent of a person’s relevant interest in securities of the relevant listed entity; (c) details of the circumstances giving rise to a person’s relevant interest in securities of the relevant listed entity; (d) details of instructions that a person has given about:
(i) the acquisition or disposal of securities in the relevant listed entity; (ii) exercise of any voting or other rights attached to securities in the relevant listed entity; and (iii) any other matter relating to securities in the relevant listed entity; and (e) the name and address of a person that has given instructions described in (d) above: see s672DB.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 47 Required form of a register of relevant interests RG 222.156 The register of relevant interests must meet the requirements specified for its form in Pt 5 of ASIC Instrument 2026/482. They include a requirement that the register be kept in an electronic form: see s24(2) of ASIC Instrument 2026/482. Note: The register may also be kept in other additional formats: see the note to s24(2) of ASIC Instrument 2026/482. RG 222.157 The register of relevant interests must include (to the extent applicable):
(a) the tracing notice response—if the response is provided in electronic form; or (b) an electronic copy of the response—if the response was not provided in electronic form: see s24(3)(a)–(b) of ASIC Instrument 2026/482. Note: For the definition of ‘tracing notice response’, see s23 of ASIC Instrument 2026/482. RG 222.158 The register of relevant interests must also include the following information in an index:
(a) the disclosure notice identifier;
(b) the date of the disclosure;
(c) the member identifier;
(d) the class of disclosable securities;
(e) the number of disclosable securities that are the subject of the disclosure; and (f) a reference that enables the tracing response to be readily located within the register: see s24(c) of ASIC Instrument 2026/482. The information must be in separate data fields that are in a delimited file format: see s24(3)(c) of ASIC Instrument 2026/482. Note: For the definitions of ‘disclosure notice identifier’ and ‘member identifier’, see s23 of ASIC Instrument 2026/482. RG 222.159 A key person will not satisfy the form requirements for the register of relevant interests, unless a person searching the register can distinguish and locate separate entries and those entries are logically organised. RG 222.160 A register of relevant interests must not record any ‘sensitive information’ about a person, as defined in s6 of the Privacy Act 1988 (Privacy Act), without express consent: see s15 of the Privacy Act and Australian Privacy Principle (APP) 3.3. A key person is also not required to include any analysis of information from a tracing notice in the register.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 48 RG 222.161 Sensitive information may include information or an opinion about a person’s racial or ethnic origin, trade union membership or associations, political association membership, sexual orientation or practices and criminal record. For more information, see ‘What is sensitive information?’ on the What is personal information? page on the Office of the Australian Information Commissioner website. Storing a register of relevant interests RG 222.162 The register of relevant interests must be kept at:
(a) the key person’s registered office;
(b) the key person’s Australian principal place of business; (c) a place in Australia where work maintaining the register is done; or (d) a place ASIC has approved: see s672DC(1). RG 222.163 A key person must notify ASIC within seven business days after the register of relevant interests:
(a) is established at a place that is not the key person’s registered office or Australian principal place of business; or (b) is moved from one place to another, unless the move is between the key person’s registered office and Australian principal place of business: see s672DC(3)–(4) and Form 6074 Notice regarding location of register of relevant interests—s672DA(4). Who can inspect the register of relevant interests? RG 222.164 The register of relevant interests must be available for inspection by members of the listed entity, academics and journalists: see s672DD(2)(a)–(b). Note: For definitions of ‘academic’ and ‘journalist’, see s9. RG 222.165 Any other person can inspect the register for a fee. The fee must not exceed the amount prescribed in item 1 of the table in Sch 4 to the Corporations Regulations: see s672DD(2)(c) and (3). Requesting copies of the register of relevant interests RG 222.166 A person may request the key person for a listed entity give them a copy of the register or copy of part of the register: see s672DD(4). Such a request may only extend to information required to be disclosed in the register under s672DB(1). The key person may impose a fee to provide a copy of the register or part of the register. The fee must not exceed the amount prescribed in item 3 of the table in Sch 4 to the Corporations Regulations.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 49 RG 222.167 The key person must provide a copy of the register or part of the register before the end of 21 days from the date of the request if no fee applies. If a fee applies, the copy of the register or part of the register must be provided before the end of 21 days from the date of payment of that fee: see s672DD(5). RG 222.168 It is important that copies of registers or parts of registers are provided in a timely manner. ASIC will only allow a key person more than 21 days to provide a person with a copy of the register or part of the register in exceptional circumstances: see s672DD(5). Format of copies of registers RG 222.169 When a copy of the register or part of the register is requested, the copy must be in the same electronic format as the original, and must be given electronically, unless otherwise agreed: see notional 672DD(5A), as inserted by s25 of ASIC Instrument 2026/482. The requirement that a copy be provided in the same electronic format as the original preserves the accessibility and usability of the information. It is not sufficient to provide the electronic copy in a manner that alters its functionality or impedes analysis. RG 222.170 We consider that, if the key person has previously provided a copy of the register or part of the register to a person and the content has not changed, they do not need to provide another copy of that register or part of the register to that person. In these circumstances, the key person may send a statement that there has been no change in its contents.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 50 I Freezing orders Key points ASIC may make a freezing order in response to a contravention of the substantial holding disclosure and beneficial ownership tracing requirements. ASIC’s powers to make a freezing order extend to persons that were incorporated or formed outside Australia, but hold securities listed on a declared financial market. For guidance on ASIC’s approach to enforcement generally, which would inform our approach to making freezing orders, see Information Sheet 151 ASIC’s approach to enforcement (INFO 151). RG 222.171 ASIC may make freezing orders in relation to securities in a listed entity if we consider that a person has contravened the substantial holding disclosure and beneficial ownership tracing requirements that apply in relation to that entity: see s673A(1) and s673B. RG 222.172 We may only make a freezing order if we are of the opinion that doing so assists in achieving any of the following purposes:
(a) protecting the rights or interests of persons or groups who have been, are being, will be or are likely to be affected by the contravention in question; (b) ensuring that persons who have failed to comply with a requirement under Ch 6C do not benefit from that non-compliance; (c) encouraging persons who are or were involved in failures to comply with a requirement under Ch 6C to rectify the contravention; and (d) protecting ASIC’s ability to inquire about contraventions and obtain remedies from a court or the Takeovers Panel in relation to the contravention—for example, ASIC may seek a civil order of divestiture (a form of remedial order) under s1325A of the Corporations Act: see s672A(2). RG 222.173 If we believe that a freezing order would be likely to prejudice the rights or interests of a person not involved in the relevant contravention, we must have regard to that prejudice, and any agreement or relationship that the affected person has with a person involved in the contravention: see s673A(4).

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 51 RG 222.174 However, the fact we must have regard to these factors, does not:
(a) limit the matters we may consider in making a freezing order; or (b) require us to come to an opinion about whether making the order would have the prejudicial effect identified: see s673A(5). RG 222.175 Where a freezing order relates to derivative-based interests, we would expect to have regard to the impact of a freezing order on a counterparty to the derivative. For example, where possible, we would expect to provide an opportunity for a counterparty to provide submissions to ASIC in respect of a freezing order. Where appropriate, we may prefer a freezing order targeting the derivative interest rather than freezing the disposal of underlying securities held as a hedge by an arm’s length counterparty if that counterparty has not contravened Ch 6C. Interim orders RG 222.176 We may make an interim order if, in our opinion, a person has failed to comply with the substantial holding disclosure and beneficial ownership tracing requirements and we are considering making a freezing order in relation to the contravention. We are not required to hold a submission or hearing process when making an interim order: see s678(1). RG 222.177 The interim order will last 21 days, unless revoked earlier: see s673B(2). RG 222.178 Interim orders allow us to take immediate, temporary action in circumstances where, for example, we consider that the delay while the submission or hearing process is completed will prejudice the purposes the order seeks to achieve.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 52
Appendix 1: Transitional arrangements
RG 222.179 Substantial holders have until 4 June 2027 before they must give substantial holding information in the Substantial Holding Notice. RG 222.180 From the commencement of the amendments in Sch 1 to the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025 on 4 December 2026 to 3 June 2027, substantial holders can use the following transitional forms to disclose substantial holding information in place of the Substantial Holding Notice:
(a) Transitional Form 603 Notice of initial substantial holding; (b) Transitional Form 604 Notice of change of interests of substantial holder; and (c) Transitional Form 605 Notice of ceasing to be a substantial holder. You can access the transitional forms on the substantial holding notice webpage on the ASIC website. RG 222.181 If a substantial holder needs to disclose details of a deemed economic interest or offsetting short position in a transitional form, they must provide the following information in an annexure to the form:
(a) the derivative-based holding percentage; (b) the relatable derivative-based holding percentage; (c) the deemed physically settleable derivative-based holding percentage; (d) the deemed non-physically settleable derivative-based holding percentage; (e) the offsetting short position; and (f) the offsetting short position percentage. RG 222.182 More information about how to complete a transitional form is set out in their accompanying directions.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 53
Appendix 2: Examples of securities lending transactions
Table 7: Examples of securities lending transactions where a substantial holdings notice may be required under s671B
Start of transaction
Initial transaction (T) Relevant interest in X Co at T Notification requirement by T+2 days Relevant interest in X Co at T+3 days Notification requirement by T+5 days Scenario 1:
Share purchase
Party A buys shares representing a 5% relevant interest in X Co from Party B on market In this scenario, Party A acquires a relevant interest of 5% in X Co from Party B, and Party B retains a relevant interest of 5% in X Co Party A must lodge a substantial holding notice Party A becomes the holder of the shares acquired. There is no change in Party A’s reported relevant interest. Party B no longer holds the shares and ceases to have a relevant interest Following the acquisition, Party B must give notice of ceasing to have a substantial holding in X Co Scenario 2:
Share lending
Party A enters into an agreement to lend the shares bought in Scenario 1 to Party C. Party A agrees to deliver the borrowed shares to Party C at T+3 days In this scenario, Party A retains a relevant interest of 5% in X Co, and Party C has a relevant interest of 5% in X Co Party C must lodge a substantial holding notice Party A retains a relevant interest in the shares lent. Party C now holds the X Co shares. There is no change in Party C’s reported relevant interest Following the acquisition, Party A and Party C do not need to lodge a substantial holding notice Scenario 3:
Share disposal by borrower
Party C executes a covered short sale of the X Co shares delivered by Party A in Scenario 2 to Party D In this scenario, Party A retains a relevant interest of 5% in X Co, Party C retains a relevant interest of 5% and Party D acquires a relevant interest of 5% Party D must lodge a substantial holding notice Party A retains a relevant interest of 5% in the shares delivered to Party D. Party C ceases to have a relevant interest of 5%. There is no change in Party D’s reported relevant interest Following the acquisition, Party C must give notice of ceasing to have a substantial holding in X Co

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 54 Key terms Term Meaning in this document AFS licence An Australian financial services licence under s913B of the Corporations Act that authorises a person who carries on a financial services business to provide financial services Note: This is a definition in s9. AFS licensee A person who holds an AFS licence under s913B of the Corporations Act agent lender Has the meaning given in notional s608(8C) as inserted by ASIC Instrument 2021/821 AMSLA Australian Master Securities Lending Agreement ASIC Australian Securities and Investments Commission ASX The exchange market operated by ASX Limited authorisation agreement Has the meaning given in notional s608(8C) as inserted by ASIC Instrument 2021/821 beneficial ownership tracing requirements Means the requirements in Pt 6C.2 borrower A party to which securities are temporarily transferred in a securities lending transaction Corporations Act Corporations Act 2001, including any regulations made for the purposes of the Act Corporations Regulations Corporations Regulations 2001 CP 107 (for example) An ASIC consultation paper (in this example numbered 107) CS facility A clearing and settlement facility as defined in s768A CS facility licence An Australian CS facility licence under s824B that authorises a person to operate a CS facility in Australia CS facility licensee A person who holds a CS facility licence Note: This is a definition in s768A of the Corporations Act. custodial business Has the meaning given in ASIC Instrument 2021/821 custodian The holder of an Australian financial services licence carrying on a custodial business declared financial market Has the meaning given in s9D of the Corporations Act Note: References to ‘prescribed financial market’ or ‘prescribed financial markets’ in any ASIC instrument be read as ‘declared financial market’ or ‘declared financial markets’:
see s1705G.

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 55 Term Meaning in this document deemed economic interest Has the meaning given in Div 2 of Pt 6C.1A of the Corporations Act deemed non￾physically settleable derivative-based holding percentage Has the meaning given in s671BL(1) of the Corporations Act deemed physically settleable derivative￾based holding percentage Has the meaning given in s671BL(1) of the Corporations Act disclosable movement Has the meaning given in s671BK of the Corporations Act Explanatory Memorandum Explanatory Memorandum to the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025 foreign equivalent licensee Has the meaning given in s15 of ASIC Instrument 2026/482 GMRA Global Master Repurchase Agreement GMSLA Global Master Securities Lending Agreement holding percentage Has the meaning given in s671BL(1) of the Corporations Act INFO 151 (for example) An ASIC information sheet (in this example numbered 151) instructions Has the meaning given in s9 of the Corporations Act lender The owner of securities that are temporarily transferred to another party in a securities lending transaction listed entity A Ch 6C body under s671A(a) of the Corporations Act notional s608(8A) (for example) A section of the Corporations Act, notionally inserted by legislative instrument (in this example numbered 608(8A)) offsetting short position Has the meaning given in Div 3 of Pt 6C.1A of the Corporations Act offsetting short position percentage Has the meaning given in s671BM of the Corporations Act register of relevant interests A register kept under s672DA of the Corporations Act relevant interest Has the meaning given in s9 of the Corporations Act relevant market operator Has the meaning given in s9 of the Corporations Act RG 5 (for example) An ASIC regulatory guide (in this example numbered 5)

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 56 Term Meaning in this document s671B (for example) A section of the Corporations Act (in this example numbered 671B) securities lending The term used to describe a common market transaction where securities are temporarily transferred from the owner (the lender) to another party (the borrower) substantial holding Has the meaning given in s9 of the Corporations Act substantial holding notice A notice given under s671B of the Corporations Act takeover provisions The provisions of Ch 6 of the Corporations Act that regulate the acquisition of corporate control tracing notice A direction given under s672A and 672B of the Corporations Act

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 57 Related information Headnotes agent lending, deemed economic interests, prime broking, register of relevant interests, relevant interests, securities lending, substantial holding disclosure, substantial holding notice, tracing notice Regulatory guides RG 5 Relevant interests and deemed economic interests Information sheets INFO 151 ASIC’s approach to enforcement Legislative instruments ASIC Corporations (Securities Lending Arrangements) Instrument 2021/821 ASIC Corporations (Listed Entities Enhanced Beneficial Ownership) Instrument 2026/482 Legislation Anti-Money Laundering and Counter-Terrorism Financing Act 2006, s41(5) Corporations Act 2001, Ch 6, 6C; Pt 6C.1, Pt 6C.2; s9, 12, 602, 606, 608, notional 608(8A)–(8C), 608A, 609, notional 609(10C) and (19A), 609B, 633(1), 650F, 654B, 671A, 671AO, notional 671AY, 671B, notional 671B(3A) and (3D), notional 671B(4A)–(4C) and (4G), 671BA–671BD, 671BF–671BH, 671BK, 671C–671E, 672A, 672AA, 672AB, 672AC, 672AF, 672B, 672BD, 672C, 672DA–672DD, notional 672DD(5A), 672DE, 673, 673A, 673B, 678, 1041H, 1306 and 1325A Corporations (Fees) Regulations 2001, Sch 1 Corporations Regulations 2001, Sch 4 Explanatory Memorandum to the Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Bill 2025 Financial Conduct Authority Handbook, Listing, Prospectus and Disclosure module, Disclosure Guidance and Transparency Rules sourcebook, DTR 5 Vote Holder and Issuer Notification Rules

REGULATORY GUIDE 222: Substantial holding disclosure and tracing requirements © Australian Securities and Investments Commission July 2026 Page 58 Financial Markets Conduct Act 2013 (NZ) Privacy Act 1988, s6, 15 Securities Exchange Act 1934 (USA) Treasury Laws Amendment (Strengthening Financial Systems and Other Measures) Act 2025 Cases Beconwood Securities Pty Ltd v ANZ Group Ltd [2008] FCA 594 ASIC forms Substantial Holding Notice Form 6074 Notice regarding location of register of relevant interests— s672DA(4) Transitional Form 603 Notice of initial substantial holding Transitional Form 604 Notice of change of interests of substantial holder Transitional Form 605 Notice of ceasing to be a substantial holder Other publications ASX Listing Rules Takeovers Panel Guidance Note 20 Equity derivatives (GN 20) What is personal information? Office of the Australian Information Commissioner’s website