ECS BOTANICS HOLDINGS LTD — Major Shareholding Notification 2021

Mar 16, 2021

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme ECS Botanics Holdings Ltd ACN/ARSN 009 805 298 1. Details of substantial holder (1) Name Flowerday Holdings Pty Ltd ( Flowerday ) ACN/ARSN (if applicable) 630 450 663 The holder became a substantial holder on 15 March 2021

as a result of the Company’s shares issued under a binding term sheet between the Company, Murray Meds Pty Ltd and Flowerday Farms Pty Ltd, in consideration for the Company’s acquisition of Murray Meds Pty Ltd and Flowerday Farms Pty Ltd ( Term Sheet ).

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Persons’ votes (5)	Voting power (6)
Fully Paid Ordinary Shares (FPO)	100,000,000 FPO	100,000,000	12.91%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Holder of relevant interest	Nature of relevant interest (7)	Nature of relevant interest (7)	Class and number of securities	Class and number of securities
Flowerday Holdings Pty Ltd		Registered Holder		100,000,000 FPO
Nan Maree Schoerie		Nan Maree Schoerie is the director of the company and the sole shareholder and so under s.608 is taken to have a relevant interest in the securities in which Flowerdayhas arelevantinterest.		100,000,000 FPO
s of present registered holders ns registered as holders of the securities referred to in paragraph 3 above are as follows:
Holder of relevant interest	Registered holder of securities		Person entitled to be registered as holder (8)		Class and number of securities
Flowerday Holdings Pty Ltd Nan Maree Schoerie	Flowerday Holdings Pty Ltd		Flowerday Holdings Pty Ltd		100,000,000 FPO

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)	Class and number of securities
Flowerday Holdings Pty Ltd Nan Maree Schoerie	15 March 2021	Company shares issued under the Term Sheet as part consideration for the Company’s acquisition of Murray Meds PtyLtd andFlowerdayFarmsPtyLtd	100,000,000 FPO

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable) Nature of association

7. Addresses

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

Name	Address
Flowerday Holdings Pty Ltd	Level 2, Suite 1, 2-6 Glenferrie Rd, Malvern VIC 3144
Nan Maree Schoerie	899 River Road, Murrabit West, Vic 3579

Signature

print name Nan Maree Schoerie capacity Director
sign here date 17 March 2021
DIRECTIONS
number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the
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
similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the
dresses of members is clearly set out in paragraph 7 of the form.
tion of “associate” in section 9 of the Corporations Act 2001.
tion of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
ares of a company constitute one class unless divided into separate classes.
ber of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an
a relevant interest in.
votes divided by the total votes in the body corporate or scheme multiplied by 100.
s of:
vant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any
nt setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,
or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
lification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of
urities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
ition of “relevant agreement” in section 9 of the Corporations Act 2001.
ial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write “unknown”.
consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has,
me entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or
gency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the
ven if theyare notpaid directlyto theperson from whom the relevant interest was acquired.

• (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 7 of the form.

• (2) See the definition of “associate” in section 9 of 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

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

• (7) Include details of:

• (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.

• (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) 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.