FOS CAPITAL LTD — Major Shareholding Notification 2021

Jun 6, 2021

603 page 1 of 2 6 June, 2021

Form 603

Corporations Law Section 671B

Notice of initial substantial holder

To Company Name/Scheme

FOS CAPITAL LTD

ACN/ARSN 637 156 275

1. Details of substantial holder (1)

Name SKM Investment Group Pty Ltd ACN/ ARSN (if applicable) 637 156 033

The holder became a substantial holder on 07 / 06 / 2021

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 ofsecurities (4)	Numberofsecurities	Person’svotes	Voting power(5)
Ordinary fully paid shares	30,000,000	30,000,000	66.66%

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	Nature of relevant interest (7)	Class and number of securitiesaffected
SKM Investment Group Pty Ltd	Exchange of FOS Lighting GroupShares on acquisition of FOSLighting Group by FOS Capital Ltd	30,000,000

4. Details of present registered holders

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

Holder of relevant interest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and numberof securities
SKM Investment GroupPty Ltd	SKM Investment GroupPty Ltd	SKM Investment GroupPty Ltd	Ordinary Shares30,000,000

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 relevantInterest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-cash
SKM Investment GroupPty Ltd	30 Dec 2019	Nil	Exchange of Shares inFOS Lighting Group	Ordinary Shares30,000,000

6. Associates

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

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----- Start of picture text ----- Name and ACN/ARSN (if applicable) Nature of association7. AddressesThe addresses of persons named in this form are as follows:Name AddressSKM Investment Group Pty Ltd 13 Verity Street Richmond VIC 3121Signatureprint name Con Scrinis capacity - Director______________sign here date 07 / 06 / 2021DIRECTIONS(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or themanager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group ofpersons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of eachgroup, with the names and addresses of members is clearly set out in paragraph 7 of the form.----- End of picture text -----

• (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.