ACUMENTIS GROUP LIMITED — Major Shareholding Notification 2017

Nov 29, 2017

604 Page 1 of 4 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme LandMark White Limited ACN/ARSN 102 320 329 1. Details of substantial holder (1) Name LandMark White Limited ACN/ARSN (if applicable) 102 320 329

There was a change in the interests of the substantial holder on 30 November 2017 The previous notice was given to the company on 2 June 2017 The previous notice was dated 2 June 2017

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Ordinary	12,166,670	16.13%	9,125,000	11.99%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to changes (7)	Class and number of securities affected	Person’s votes affected
30 November 2017	ARKMIST PTY LTD	Expiration of control over disposal of shares pursuant to a voluntary escrow agreement	Nil	608,303	608,303
30 November 2017	CONTINUUM PROPERTY CONSULTANCY PTY LTD	Expiration of control over disposal of shares pursuant to a voluntary escrow agreement	Nil	608,303	608,303
30 November 2017	IAN D BOLEWSKI PTY LTD	Expiration of control over disposal of shares pursuant to a voluntary escrow agreement	Nil	608,303	608,303
30 November 2017	JEFFREY GEORGE KEANE	Expiration of control over disposal of shares pursuant to a voluntary escrow agreement	Nil	608,334	608,334
30 November 2017	RAPTIS PROPERTY CONSULTANTS PTY LTD	Expiration of control over disposal of shares pursuant to a voluntary escrow agreement	Nil	608,303	608,303
30 November 2017	GEORGE BOULOUGOURIS	Expiration of control over disposal of shares pursuant to a voluntary escrow agreement	Nil	31	31

604 Page 2 of 4 15 July 2001

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to changes (7)	Class and number of securities affected	Person’s votes affected
30 November 2017	MR ANDREW ALEXANDER COWIE	Expiration of control over disposal of shares pursuant to a voluntary escrow agreement	Nil	31	31
30 November 2017	MR IAN DAVID BOLEWSKI	Expiration of control over disposal of shares pursuant to a voluntary escrow agreement	Nil	31	31
30 November 2017	MRS JASMINE RAPTIS & MR PETER RAPTIS	Expiration of control over disposal of shares pursuant to a voluntary escrow agreement	Nil	31	31

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
LANDMARK WHITE LIMITED	ARKMIST PTY LTD	ARKMIST PTY LTD	Control over disposal of shares pursuant to a voluntary escrow agreement	Ordinary Shares 1,824,909	1,824,909
LANDMARK WHITE LIMITED	CONTINUUM PROPERTY CONSULTANCY PTY LTD	CONTINUUM PROPERTY CONSULTANCY PTY LTD	Control over disposal of shares pursuant to a voluntary escrow agreement	Ordinary Shares 1,824,909	1,824,909
LANDMARK WHITE LIMITED	IAN D BOLEWSKI PTY LTD	IAN D BOLEWSKI PTY LTD	Control over disposal of shares pursuant to a voluntary escrow agreement	Ordinary Shares 1,824,909	1,824,909
LANDMARK WHITE LIMITED	JEFFREY GEORGE KEANE	JEFFREY GEORGE KEANE	Control over disposal of shares pursuant to a voluntary escrow agreement	Ordinary Shares 1,825,000	1,825,000
LANDMARK WHITE LIMITED	RAPTIS PROPERTY CONSULTANTS PTY LTD	RAPTIS PROPERTY CONSULTANTS PTY LTD	Control over disposal of shares pursuant to a voluntary escrow agreement	Ordinary Shares 1,824,909	1,824,909
LANDMARK WHITE LIMITED	GEORGE BOULOUGOURIS	GEORGE BOULOUGOURIS	Control over disposal of shares pursuant to a voluntary escrow agreement	Ordinary Shares 91	91
LANDMARK WHITE LIMITED	MR ANDREW ALEXANDER COWIE	MR ANDREW ALEXANDER COWIE	Control over disposal of shares pursuant to a voluntary escrow agreement	Ordinary Shares 91	91
LANDMARK WHITE LIMITED	MR IAN DAVID BOLEWSKI	MR IAN DAVID BOLEWSKI	Control over disposal of shares pursuant to a voluntary escrow agreement	Ordinary Shares 91	91
LANDMARK WHITE LIMITED	MRS JASMINE RAPTIS & MR PETER RAPTIS	MRS JASMINE RAPTIS & MR PETER RAPTIS	Control over disposal of shares pursuant to a voluntary escrow agreement	Ordinary Shares 91	91

604 Page 3 of 4 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)

6. Addresses

The addresses of persons named in this form are as follows:

Name Address LANDMARK WHITE LIMITED LEVEL 6, 55 CLARENCE STREET, SYDNEY, NSW 2000

Signature

print name JOHN WISE capacity COMPANY SECRETARY sign here date 30 November 2017

604 Page 4 of 4 15 July 2001

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of “associate” in section 9 or the Corporations Act 2001.

• (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (6) Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write “unknown”.

• (9) Give details, if appropriate, of the present association and any change in that association and any change in that association since the last substantial holding notice.

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Voluntary restriction agreement

LandMark White Limited ( Company ) Arkmist Pty. Limited ( Holder ) George Boulougouris ( Principal )



Level 40 Governor Macquarie Tower 1 Farrer Place Sydney NSW 2000 Australia DX 117 Sydney T +61 2 9921 8888 F +61 2 9921 8123 minterellison.com ME_138680989_1

Voluntar restriction reement y ag

Voluntaryrestrictionagreement	Voluntaryrestrictionagreement
Details		3
Background		3
Agreed terms		4
1.	Defined terms & interpretation	4
1.1	Defined terms	4
1.2	Interpretation	5
1.3	Headings	6
1.4	Compliance with Listing Rules	6
1.5	Conditionality	6
2.	Dealing Restrictions	6
2.1	Holder restrictions during each Restriction Period	6
2.2	Principal Covenant	6
2.3	Escrow restrictions	6
3.	Exceptions	7
3.1	Exceptions to Dealing restrictions	7
3.2	Notice of Dealing by Holder	8
4.	Warranties	8
4.1	Holder Warranties	8
4.2	Principal Warranties	8
4.3	Breach of Warranties	8
5.	Consequences of breaching this agreement	8
6.	Notices and other communications	9
6.1	Service of notices	9
6.2	Effective on receipt	9
7.	Trustees	9
7.1	Application	9
7.2	Limited capacity	9
7.3	Limited rights to sue	9
7.4	Exceptions	10
7.5	Limitation on authority	10
8.	Miscellaneous	10
8.1	PPSA	10
8.2	Alterations	10
8.3	Assignment	10
8.4	Costs	10
8.5	Counterparts	10
8.6	Cumulative rights	10
8.7	Entire agreement	10
8.8	Further action	10
8.9	Severability	10
8.10	Governing law and jurisdiction	11
Signing page		12

Voluntary restriction agreement MinterEllison | Ref: SCYB SNYK 1130431 ME_138680989_1

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2017

Details

Date

Parties

Name LandMark White Limited ABN 50 102 320 329 Short form name Company Notice details Level 15, 55 Clarence Street, Sydney, New South Wales, 2000 Email: john.wise@lmw.com.au Attention: Mr John Wise Name Arkmist Pty. Limited (in its capacity as trustee of the George Boulougouris Family Trust ABN 96 357 211 644) ACN 084 925 048 Short form name Holder Notice details 47 Prince Edward Avenue, Earlwood, New South Wales, 2206 Email: boulougouris@optusnet.com.au Attention: Mr George Boulougouris

Name George Boulougouris Short form name Principal Notice details 47 Prince Edward Avenue, Earlwood, New South Wales, 2206 Email: boulougouris@optusnet.com.au Attention: Mr George Boulougouris

Background

• A The Holder agrees to hold the Restricted Securities on and subject to the terms and conditions set out in this agreement.

• B The Principal controls (jointly or together with others) the Holder and is entering into this agreement solely for the purpose of giving the undertaking in clause 2.2 and giving the warranties in clause 4.2.

Voluntary restriction agreement MinterEllison | Ref: SCYB SNYK 1130431 ME_138680989_1

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Agreed terms

1. Defined terms & interpretation

1.1 Defined terms

In this agreement:

Approved CS Facility has the meaning given to that expression in the Settlement Rules.

ASX means, as the case requires, ASX Limited or the Australian Securities Exchange.

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in New South Wales, Australia.

Commencement Date means 31 May 2017.

Corporations Act means Corporations Act 2001 (Cth).

Deal means:

• (a) sell, assign, transfer or otherwise dispose of, or agree or offer to sell, assign, transfer or otherwise dispose of, a legal or beneficial interest in;

• (b) create, or agree or offer to create, any Security Interest in; or

• (c) enter into any option which, if exercised, enables or requires the Holder to sell, assign, transfer or otherwise dispose of; or

• (d) do, or omit to do, or agree to do, or agree to omit to do, any act if the act or omission would have the effect of transferring, whether directly or indirectly, effective ownership or control of, or any interest in or economic benefit of,

and Dealing has a corresponding meaning.

First Parcel Restricted Securities means 608,303 Shares.

First Restriction Period means the period commencing on the Commencement Date and ending on the date being 6 months after the Commencement Date.

Fourth Parcel Restricted Securities means 608,303 Shares.

Fourth Restriction Period means the period commencing on the Commencement Date and ending on the date being 24 months after the Commencement Date.

Holding Lock has the meaning given to that expression in the Settlement Rules.

Immediate Family Members means, at any given time, the spouse of the Principal at that time and any child of the Principal that is over 18 years of age at that time and Immediate Family Member means any one of them.

Listing Rules means the official listing rules of the ASX (as amended from time to time) and Listing Rule means any one of them. A reference to a numbered Listing Rule is a reference to the rule of that number in the Listing Rules.

Notice has the meaning given to that expression in clause 6.1.

PPSA means the Personal Property Securities Act 2009 (Cth).

PPSA Security Interest has the meaning given to the expression 'security interest' in the PPSA.

Restricted Securities means:

• (a) in relation to the First Restriction Period, the First Parcel Restricted Securities;

• (b) in relation to the Second Restriction Period, the Second Parcel Restricted Securities;

• (c) in relation to the Third Restriction Period, the Third Parcel Restricted Securities; and

• (d) in relation to the Fourth Restriction Period, the Fourth Parcel Restricted Securities.

Voluntary restriction agreement MinterEllison | Ref: SCYB SNYK 1130431 ME_138680989_1

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Restriction Period means:

• (a) the First Restriction Period;

• (b) the Second Restriction Period;

• (c) the Third Restriction Period; and

• (d) the Fourth Restriction Period.

Second Parcel Restricted Securities means 608,303 Shares.

Second Restriction Period means the period commencing on the Commencement Date and ending on the date being 12 months after the Commencement Date.

Security Interest means an interest or power:

• (a) reserved in or over an interest in any security including, but not limited to, any retention of title;

• (b) created or otherwise arising in or over any interest in any security under a bill of sale, mortgage, charge, lien, pledge, trust or power;

• (c) an interest of the kind referred to in section 12 of the PPSA; or

• (d) or any agreement to grant or create any interest or power contemplated under paragraphs (a) to (c) of this definition.

Settlement Rules means the settlement operating rules made by ASX Settlement Pty Limited (as amended, varied, modified or waived from time to time).

Shares means fully paid ordinary shares in the Company and Share means any one of them.

Third Parcel Restricted Securities means 608,303 Shares.

Third Restriction Period means the period commencing on the Commencement Date and ending on the date being 18 months after the Commencement Date.

1.2 Interpretation

In this agreement:

• (a) the singular includes the plural and vice versa, and a gender includes other genders;

• (b) another grammatical form of a defined word or expression has a corresponding meaning;

• (c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this agreement, and a reference to this agreement includes any schedule or annexure;

• (d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

• (e) a reference to A$, $A, dollar or $ is to Australian currency;

• (f) a reference to a party is to a party to this agreement, and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;

• (g) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

• (h) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re–enactments or replacements of any of them;

• (i) a word or expression defined in the Corporations Act and not otherwise defined in this agreement has the meaning given to it in the Corporations Act;

• (j) a word or expression defined in the Listing Rules and not otherwise defined in this agreement has the meanings given to it in the Listing Rules; and

• (k) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

Voluntary restriction agreement MinterEllison | Ref: SCYB SNYK 1130431 ME_138680989_1

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• (l) any agreement, representation, warranty or indemnity by two or more parties (including where two or more persons are included in the same defined term) binds them jointly and severally;

• (m) any agreement, representation, warranty or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

• (n) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this agreement or any part of it; and

• (o) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

1.3

Headings

Headings are for ease of reference only and do not affect interpretation.

1.4

Compliance with Listing Rules

For so long as the Company is listed on the official list of ASX:

• (a) notwithstanding anything contained in this agreement, if the Listing Rules prohibit an act being done, that act must not be done;

• (b) nothing contained in this agreement prevents an act being done that the Listing Rules require to be done;

• (c) if the Listing Rules require an act to be done or not done, authority is given for that act to be done or not done (as the case may be);

• (d) if the Listing Rules require this agreement to contain a provision and it does not contain such a provision, this agreement is deemed to contain that provision;

• (e) if the Listing Rules require this agreement not to contain a provision and it contains such a provision, this agreement is deemed not to contain that provision; and

• (f) if any provision of this agreement is or becomes inconsistent with the Listing Rules, this agreement is deemed not to contain that provision to the extent of the inconsistency.

1.5

Conditionality

Clause 2 has no force or effect unless and until the Holder is registered as the holder of all of the Restricted Securities.

2. Dealing Restrictions

2.1

Holder restrictions during each Restriction Period

Subject to clause 3.1, during each Restriction Period the Holder must not Deal with, or Deal with any interest or right in respect of, any or all of the Restricted Securities relating to that Restriction Period.

2.2

Principal Covenant

The Principal, for valuable consideration, guarantees to the Company the observance by the Holder of all of the obligations contained in this agreement that must be performed and observed by the Holder.

2.3 Escrow restrictions

The parties acknowledge and agree that in respect of the Restricted Securities relating to a Restriction Period:

• (a) as soon as practicable following the issue of the Restricted Securities to the Holder, those Restricted Securities will be registered and held for the Holder on an Approved CS Facility;

Voluntary restriction agreement MinterEllison | Ref: SCYB SNYK 1130431 ME_138680989_1

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• (b) the Company may apply a Holding Lock to the Restricted Securities provided that the duration of any such Holding Lock does not exceed the Restriction Period relating to those Restricted Securities; and

• (c) the Company will do all things necessary or desirable to ensure that any Holding Lock applied in relation to the Restricted Securities is released:

• (i) to the extent necessary to permit Dealings in any of those Restricted Securities in any manner provided for, permitted or contemplated by this agreement; and

• (ii) in full in respect the Restricted Securities at 4.00pm (Sydney time) on the last day of the Restriction Period relating to those Restricted Securities,

including notifying ASX that such Restricted Securities will be released from any Holding Lock relating to those Restricted Securities in accordance with the timing requirements set out in Listing Rule 3.10A.

3. Exceptions

3.1 Exceptions to Dealing restrictions

The Holder may, at any time during a Restriction Period, Deal in or with (in one or more transactions) any of the Restricted Securities relating to that Restriction Period to the extent that the Dealing in those Restricted Securities is:

• (a) necessary or required to permit the Holder to accept an offer made under a takeover bid for all of the shares in the capital of the Company, provided that:

• (i) all of the conditions specified in Listing Rule 9.18 applicable to a takeover have been satisfied; and

• (ii) if the relevant takeover bid does not become unconditional or does not otherwise proceed, those Restricted Securities continue to be held on the terms of this agreement for the remaining duration of the Restriction Period relating to the Restricted Securities;

• (b) necessary or required to permit the transfer or cancellation of all of the shares in the capital of the Company as part of a scheme of arrangement relating to the Company under section 411 of the Corporations Act, provided that:

• (i) all of the conditions in Listing Rule 9.18 applicable to a scheme of arrangement have been satisfied; and

• (ii) if the relevant scheme of arrangement does not take effect or is otherwise not implemented, those Restricted Securities continue to be held on the terms of this agreement for the remaining duration of the Restriction Period relating to the Restricted Securities;

• (c) a disposal or transfer of, but not the creation of a Security Interest in, any of the Restricted Securities to:

• (i) any Immediate Family Member;

• (ii) any company that is wholly-owned by the Holder, the Principal and/or any Immediate Family Member; or

• (iii) any trust in relation to which the Holder, the Principal and/or any Immediate Family Member is one of the beneficiaries,

provided that the relevant transferee also enters into an escrow arrangement with the Company in respect of any such Restricted Securities disposed of or transferred on substantially the same terms as this agreement in respect of such Restricted Securities for the remaining duration of the Restriction Period relating to such Restricted Securities;

• (d) a disposal or transfer of any of the Restricted Securities necessitated by the death, serious disability or incapacity of the Holder, provided that the relevant transferee in respect of such disposal or transfer also enters into an escrow arrangement with the Company in respect of any such Restricted Securities disposed of or transferred on substantially the same terms

Voluntary restriction agreement MinterEllison | Ref: SCYB SNYK 1130431 ME_138680989_1

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as this agreement in respect of such Restricted Securities for the remaining duration of the Restriction Period relating to such Restricted Securities;

• (e) required by applicable law (including an order of a court of competent jurisdiction or other regulatory authority);

• (f) a grant of, or entry into, an option over or in respect of any of the Restricted Securities which, if exercised, enables or requires the Holder to dispose of or transfer any such Restricted Securities the subject of the option, provided that the terms of such option require that the option can only be exercised after the expiry of the Restriction Period relating to such Restricted Securities;

• (g) necessary or required to permit the Holder to participate in any equal access offer by the Company to purchase its own securities which complies with the Corporations Act; or

• (h) undertaken with the prior written consent of the Company (such consent to be given or withheld by the Company in its absolute discretion).

3.2

Notice of Dealing by Holder

If, during a Restriction Period, the Holder or the Principal becomes aware:

• (a) that a Dealing in any Restricted Securities relating to that Restriction Period has occurred, or is likely to occur, during the Restriction Period; or

• (b) of any matter which is likely to give rise to a Dealing in any of the Restricted Securities relating to that Restriction Period, during the Restriction Period,

the Holder or the Principal must notify the Company as soon as practicable after becoming aware of the actual or likely Dealing or the matters giving rise to the actual or likely Dealing, providing reasonable details.

4. Warranties

4.1

Holder Warranties

The Holder warrants to the Company that:

• (a) prior to the Commencement Date, neither the Holder nor the Principal has done, or omitted to do, any act in relation to the Restricted Securities relating to a Restriction Period which if done or omitted to be done during the Restriction Period would constitute a breach by the Holder of clause 2 of this agreement in respect of those Restricted Securities; and

• (b) the Holder has the power to enter into and perform its obligations under this agreement.

4.2

Principal Warranties

The Principal warrants to the Company that:

• (a) prior to the Commencement Date, neither the Holder nor the Principal has done, or omitted to do, any act in relation to the Restricted Securities relating to a Restriction Period which if done or omitted to be done during the Restriction Period would constitute a breach by the Holder of clause 2 of this agreement in respect of those Restricted Securities; and

• (b) the Principal has the power to enter into and perform its obligations under this agreement.

4.3 Breach of Warranties

A breach of the warranties in clause 4 is a breach of this agreement.

5. Consequences of breaching this agreement

• (a) If the Holder breaches this agreement, each of the following applies:

• (i) the Company may take the steps necessary to enforce this agreement, or to rectify or prevent the breach, as soon as practicable after becoming aware of the breach; and

Voluntary restriction agreement MinterEllison | Ref: SCYB SNYK 1130431 ME_138680989_1

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• (ii) subject to the Listing Rules, the Company may, in addition to its other rights and remedies of the Company, refuse to acknowledge, deal with, accept or register any sale, assignment or transfer of any Restricted Securities relating to a Restriction Period registered in the name of the Holder; and the Holder will be taken to have authorised the Company to so refuse.

• (b) The parties agree that damages would be an insufficient remedy for breach of this agreement and the Holder agrees that the Company is entitled to seek and obtain an injunction or specific performance to enforce the Holder's obligations under this agreement without proof of actual damage and without prejudice to any of its other rights or remedies.

6. Notices and other communications

6.1

Service of notices

A notice, demand, consent, approval or communication under this agreement ( Notice ) must be:

• (a) in writing, in English and signed by a person duly authorised by the sender; and

• (b) hand delivered or sent by prepaid post or email to the recipient's address for Notices specified in the Details, as varied by any Notice given by the recipient to the sender.

6.2

Effective on receipt

A Notice given in accordance with clause 6.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

• (a) if hand delivered, on delivery;

• (b) if sent by prepaid post, the second Business Days after the date of posting (or the seventh Business Day after the date of posting if posted to or from a place outside Australia); and

• (c) if sent by email, when sent by the sender unless the sender receives a delivery failure notification indicating that the email has not been delivered to the addressee,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

7. Trustees

7.1

Application

The Holder and the Company acknowledge that the Holder is entering into this agreement as trustee of the George Boulougouris Family Trust ABN 96 357 211 644 and not in any other capacity.

7.2

Limited capacity

The Holder enters into this agreement only in its capacity as trustee of the George Boulougouris Family Trust and in no other capacity. A liability arising under or in connection with this agreement is limited, and can only be enforced against the Holder, to the extent to which it can be satisfied out of the assets of the George Boulougouris Family Trust out of which the Holder is actually indemnified for the liability. This limitation of the Holder's liability applies despite any other provision of this agreement and extends to all liabilities and obligations of the Holder in any way connected with any representation, warranty, conduct, omission, agreement or transaction related to this agreement.

7.3

Limited rights to sue

The Company may not sue the Holder in a capacity other than as trustee of the George Boulougouris Family Trust, including to seek the appointment of a receiver (except in relation to property of the George Boulougouris Family Trust), a liquidator, an administrator, or similar person to the Holder or prove in any liquidation, administration or arrangement of or affecting the Holder (except in relation to property of the George Boulougouris Family Trust).

Voluntary restriction agreement MinterEllison | Ref: SCYB SNYK 1130431 ME_138680989_1

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7.4 Exceptions

This clause 7 does not apply to any obligation or liability of the Holder to the extent that it is not satisfied because under the deed governing the George Boulougouris Family Trust or by operation of law there is a reduction in the extent of the Holder's indemnification out of the assets of the George Boulougouris Family Trust, as a result of the Holder's fraud, gross negligence or breach of trust in respect of the George Boulougouris Family Trust.

7.5

Limitation on authority

No attorney, agent, receiver or receiver and manager appointed in accordance with, or in respect of, this agreement has authority to act on behalf of the Holder in a way which exposes the Holder to personal liability, and no act or omission of any such person is considered fraud, gross negligence or breach of trust of the Holder in respect of the George Boulougouris Family Trust for the purpose of clause 7.4.

8. Miscellaneous

8.1

PPSA

If the Company determines that this agreement results in the creation of a PPSA Security Interest, the Holder agrees to do (at the Company's cost) anything (including obtaining consents, signing and producing documents, getting documents completed and signed and supplying information) which the Company reasonably asks and considers necessary for the purposes of:

• (a) ensuring that the PPSA Security Interest is enforceable, perfected and otherwise effective;

• (b) enabling the Company to apply for any registration, or give any notification, in connection with the PPSA Security Interest so that the PPSA Security Interest has the priority required by the Company; and

• (c) enabling the Company to exercise rights in connection with the PPSA Security Interest.

8.2 Alterations

This agreement may be altered only in writing signed by all of the parties.

8.3

Assignment

A party may only assign this agreement or a right under this agreement with the prior written consent of each other party.

8.4 Costs

Each party must pay its own costs of negotiating, preparing and executing this agreement.

8.5 Counterparts

This agreement may be executed in counterparts. All executed counterparts constitute one document.

8.6 Cumulative rights

Except as provided by this agreement and permitted by law, the rights and remedies of a party under this agreement do not exclude any other right or remedy provided by law.

8.7 Entire agreement

This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

8.8 Further action

Each party must do all things and execute all further documents required to give full effect to this agreement.

8.9 Severability

A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the term of this agreement continue in force.

Voluntary restriction agreement MinterEllison | Ref: SCYB SNYK 1130431 ME_138680989_1

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8.10 Governing law and jurisdiction

This agreement is governed by the law of New South Wales and each party irrevocably and unconditionally submits to the non–exclusive jurisdiction of the courts of New South Wales and the Commonwealth of Australia.

Voluntary restriction agreement MinterEllison | Ref: SCYB SNYK 1130431 ME_138680989_1

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Signing page

EXECUTED as an agreement.

Executed by LandMark White Limited ABN 50 102 320 329 in accordance with Section 127 of the Corporations Act 2001

Signature of director

CHRISTOPHER SHANE COONAN

Name of director

Signature of company secretary

JOHN RICHARD WISE

Name of company secretary

Executed by Arkmist Pty. Limited ACN 084 925 048 (in its capacity as trustee of the George Boulougouris Family Trust ABN 96 357 211 644) in accordance with Section 127 of the Corporations Act 2001

Signature of director

GEORGE BOULOUGOURIS

Name of director

Signature of director

DIMITRA GIMOURAS

Name of director

Signed by George Boulougouris in the presence of

Signature of witness

GEORGE BOULOUGOURIS

Name of witness (print)

Voluntary restriction agreement MinterEllison | Ref: SCYB SNYK 1130431 ME_138680989_1

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