IDENTITII LIMITED — Major Shareholding Notification 2018

Oct 17, 2018

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme Identitii ltd ACN/ARSN 603 107 044

1. Details of substantial holder (1)

Name Martin Rogers ACN/ARSN (if applicable)

The holder became a substantial holder on 17 / 10 / 2018

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	Person's votes (5)	Voting power (6)
Ordinary Shares	6,004,962	6,004,962	11.01%

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 securities
Structure Investments Pty Ltd	Pursuant to section 608(1)(a) of the Corporations Act, Structure Investments Pty Ltd is the registered holder of these shares	2,126,670 ordinary shares
Martin Rogers	Pursuant to section 608(3)(b) of the Corporations Act, Martin Rogers controls Structure Investments Pty Ltd	2,126,670 ordinary shares
KTM Ventures Innovation Fund L.P.	Pursuant to section 608(1)(a) of the Corporations Act, KTM Ventures Innovation Fund L.P. is the registered holder of these shares	2,567,306 ordinary shares
Martin Rogers	Pursuant to section 608(3)(b) of the Corporations Act, Martin Rogers controls KTM Ventures Innovation Fund L.P.	2,567,306 ordinary shares
KTM Ventures Co-Investment Services Pty Ltd A/C>	Pursuant to section 608(1)(a) of the Corporations Act, KTM Ventures Co- Investment Services Pty Ltd is the registered holder of these shares	1,283,653 ordinary shares
Martin Rogers	Pursuant to section 608(3)(b) of the Corporations Act, Martin Rogers controls KTM Ventures Co-Investment Services Pty Ltd	1,283,653 ordinary shares
Rogers SF Management Pty Ltd	Pursuant to section 608(1)(a) of the Corporations Act, Rogers SF Management Pty Ltd is the registered holder of these shares	7,333 ordinary shares

603 page 2/2 15 July 2001

Martin Rogers	Pursuant to section 608(3)(b) of the Corporations Act, Martin Rogers controls Rogers SF Management Pty Ltd	7,333 ordinary shares

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 of securities	Person entitled to be registered as holder (8)	Class and number of securities
Martin Rogers and Structure Investments Pty Ltd	Structure Investments Pty Ltd	Structure Investments Pty Ltd	2,126,670 ordinary shares
Martin Rogers and KTM Ventures Innovation Fund L.P.	KTM Ventures Innovation Fund L.P.	KTM Ventures Innovation Fund L.P.	2,567,306 ordinary shares
Martin Rogers and KTM Ventures Co-Investment Services Pty Ltd Investment No 1 A/C>	KTM Ventures Co- Investment Services Pty Ltd A/C>	KTM Ventures Co- Investment Services Pty Ltd A/C>	1,283,653 ordinary shares
Martin Rogers and Rogers SF Management Pty Ltd	Rogers SF Management Pty Ltd A/C>	Rogers SF Management Pty Ltd A/C>	7,333 ordinary shares

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
		Cash	Non-cash
Martin Rogers and Structure Investments Pty Ltd	More than 4 months prior to 17 October 2108			2,126,670 ordinary shares
Martin Rogers and KTM Ventures Innovation Fund L.P.	More than 4 months prior to 17 October 2108			2,567,306 ordinary shares
Martin Rogers and KTM Ventures Co- Investment Services Pty Ltd Investment No 1 A/C>	More than 4 months prior to 17 October 2108			1,283,653 ordinary shares
Martin Rogers and Rogers SF Management Pty Ltd A/C>	More than 4 months prior to 17 October 2108			7,333 ordinary shares

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
N/A

7. Addresses

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

The addresses of persons named in this form are as follows:
Name	Address
Martin Rogers, Structure Investments Pty Ltd, KTM Ventures Innovation Fund L.P. and KTM Ventures Co- Investment Services Pty Ltd A/C> & Rogers SF Management Pty Ltd Fund A/C>	Level 2, 16 O’Connell Street, Sydney NSW 2000

603 page 2/2 15 July 2001

Signature

print name Martin Rogers capacity Director

sign here date 17 / 10 / 2018

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 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.