ASIC RG 222 — ASIC Regulatory Guide – RG 222 Substantial holding disclosure and tracing requirements

Page 1 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. Page 2 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 Previous versions:  Superseded Regulatory Guide 222, issued on 15 April 2011.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. Page 3 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 Page 4 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 Page 5 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. Page 6 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. Page 7 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 Page 8 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. Page 9 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). Page 10 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 Page 11 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. Page 12 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. Page 13 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. Page 14 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) Page 15 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 Page 16 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 Page 17 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. Page 18 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) Page 19 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 Page 20 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; Page 21 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. Page 22 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. Page 23 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 Page 24 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. Page 25 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. Page 26 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. Page 27 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