Form 603 Corporations Act 2001Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Althea Group Holdings Limited
ACN/ARSN	ACN 626 966 943
1. Details of substantial holder (1)Name	Althea Group Holdings Limited ACN 626 966 943; Althea Company Pty Ltd ACN 618 177 192
ACN/ARSN (if applicable)	As above
The holder became a substantial holder on	19/09/2018

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- 14	r of securitiesNumber	(5). votesPerson's	$\tilde{\phantom{a}}$/oting power (6)
Ordinar	.590.361	:590.36	35.21%

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
Althea Group Holdings Limited	Althea Group Holdings Limited haspower over the disposal of the ordinaryshares that are subject to the RestrictionAgreements entered into between AltheaGroup Holdings Limited and each of thelpersons listed in Annexure A inlaccordance with Rule 9.1 of the ASXListing Rules which gives rise to arelevant interest under section 608(1)(c)of the Corporations Act 2001 (Cth).Copies of the Restriction Agreements arelattached at Annexure B.	71,590,361 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 relevantinterest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and numberof securities
Althea Group Holdings Limited	ISee Annexure A	ISee Annexure A	ISee Annexure A

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)		Class and numberof securities
		Cash	Non-cash
Althea Group Holdings Limited	19 September 2018	NIL		71,590,361 ordinaryIshares

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
Althea Company Pty Ltd	Wholly-owned subsidiary of Althea Group Holdings Limited

7. Addresses

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

Name	Address
Althea Group Holdings Limited	c/o Curtain & Co Services Pty Ltd Level 3 369 Royal Parade Parkville, Victoria 3052
Althea Company Pty Ltd	c/o Curtain & Co Services Pty Ltd Level 3 369 Royal Parade Parkville, Victoria 3052

Signature

	print name Peter Gillis	capacity	Company Secretary
sign here		date	20 / 09 / 2018

DIRECTIONS

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 $(1)$ 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.

See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
The voting shares of a company constitute one class unless divided into separate classes. $(4)$
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 $(5)$ 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:
- any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ 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
- 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 $(b)$ 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.

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." $(8)$
Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or $(9)$ 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.

See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$

Annexure A

This is the annexure of one page marked Annexure A mentioned in the Form 603 Notice of initial substantial holder signed by me as company secretary of AltheaGroup Holdings Limited ACN 626 966 943 (AGH) and dated 20 Sept

Holder of Relevant Interestand the property of the company of the	Name of Escrowed Partyand the first property of the control of the	Number of fully paidordinary shares
Althea Group Holdings Limited	Joshua Michael Fegan	56,250,000
Althea Group Holdings Limited	Aphria Inc.	12.250.000
Althea Group Holdings Limited	PAC Partners Pty. Ltd.	3,060,000
Althea Group Holdings Limited	PAC Partners Pty. Ltd.	30,361

Cemell

Signed

Peter Gillis

Company Secretary

Annexure B

Signed

This is the annexure of 29 pages marked Annexure B mentioned in the Form 603 Notice of initial substantial holder signed by me as company secretary of AltheaGroup Holdings Limited ACN 626 966 943 (AGH) and dated 20 Septem

'lull

Peter Gillis

Company Secretary

Appendix 9A

Restriction agreement

Introduced 01/07/96. Origin: Appendix 11. Amended 01/07/98, 11/3/02, 24/10/05, 20/07/07.

We, the persons in:

Item 1 of the schedule ("entity");
Item 2 of the schedule ("holder");
Item 3 of the schedule ("controller"),

agree as follows.

Introduction

A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list of ASX.
$B.$ We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
$\mathsf{C}$ . We enter this agreement for the purpose of complying with chapter 9 of the listing rules.

Agreement

Escrow restrictions

During the escrow period, the holder will not do any of the following. $\mathbf{1}$
- $(a)$ *Dispose of, or agree or offer to *dispose of, the restricted securities.

+ See chapter 19 for defined terms.

$(b)$ Create, or agree or offer to create, any security interest in the restricted securities.
$(c)$ Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
$(d)$ Participate in a return of capital made by the entity.

Amended 24/10/05.

During the escrow period, a controller will not do any of the following. $2.$
- $(a)$ *Dispose of, or agree or offer to *dispose of, the controller interests.
- (b) Create, or agree or offer to create, any security interest in the controller interests.
- $(c)$ Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
We will comply with chapter 9 of the listing rules. If any of us is not a listed $\overline{3}$ entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
$(a)$ If the restricted securities are kept on the +certificated subregister, $4.$ the holder will deposit the certificates for the restricted securities with a bank or recognised trustee for the escrow period.
- $(b)$ If the restricted securities are kept on the tissuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.

Warranties

If only the holder and the entity are parties to this agreement, one of the 5. following applies.
- The holder is an individual. $(a)$
- $(b)$ The holder has no +controller.
- $(c)$ The holder has the +controllers set out in item 3 with the interests identified in item 6, and each *controller comes within an exception set out in rule 9.1.4.

+ See chapter 19 for defined terms.

The holder gives this warranty.

1. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each *controller give this warranty.
If item 7 of the schedule is completed, the full particulars of security interests 7. which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
1. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
A breach of any of these warranties is a breach of this agreement. 9.

Consequences of breaching this agreement

If it appears to the entity that the holder or a +controller may breach this 10. agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
If the holder or a +controller breach this agreement, each of the following 11. applies.
- $(a)$ The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
- $(b)$ The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or 'conversion of any of the 'restricted securities. This is in addition to other rights and remedies of the entity.
- $(c)$ The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.

Amendment

This agreement will not be changed or waived without ASX's written $12.$ consent.

+ See chapter 19 for defined terms.

Jurisdiction

The laws of the State of the home branch of the entity apply to this 13. agreement. We submit to the jurisdiction of the courts of that State.

Definitions and interpretation

In this agreement:

ASX means ASX Limited.

controller interests means the *securities, substantial economic interest or other interests in the restricted securities and each intermediate entity through which that interest occurs, full particulars of which are set out in item 6 of the schedule.

escrow period means the period set out in item 4 of the schedule.

restricted securities means the *securities set out in item 5 of the schedule and any *securities attaching to or arising out of those *securities that are restricted securities because of the definition of restricted securities in the listing rules.

The singular includes the plural and vice versa.

A reference to a party includes its successors, personal representatives and transferees.

Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.

Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.

+ See chapter 19 for defined terms.

Schedule

Entity's name and address: 1.

Althea Group Holdings Limited ACN 626 966 943 Curtain & Co Services Pty Ltd Level 3, 369 Royal Parade Parkville VIC 3052

Holder's name and address: $\overline{2}$ .

Joshua Fegan Unit 807, 140 Swan Street, Cremorne VIC 3121

Each +controllers' name and address: $3.$

$N/A$

Escrow period (the date from which the initial restricted securities are $\overline{4}$ escrowed):

24 months

Particulars of restricted securities: 5.

56,250,000 ordinary shares

Particulars of controller interests:

$N/A$

Particulars of security interests over restricted securities: $7.$

$N/A$

Particulars of security interests over controller interests:

$N/A$

+ See chapter 19 for defined terms.

Dated: 21 August 2018

Executed as a deed and delivered on the date shown above.

Executed by Althea Group Holdings Limited ACN 626 966 943 in accordance with sectigh 127 of the Corporations Act $2001:$

Director/company secretary

$Y$ $E$ TER $\downarrow$ )

Name of director/company secretary (BLOCK LETTERS)

Director FELAN

Name of director (BLOCK LETTERS)

Signed sealed and delivered by Joshua Fegan in the presence of: Signature of witness CHANEL MERCURIO

Name of witness (BLOCK LETTERS)

485 BOURKE ST MELBOURNE VIC 3000 Address of witness

See chapter 19 for defined terms.

Appendix 9A

Restriction agreement

Introduced 01/07/96. Origin: Appendix 11. Amended 01/07/98, 11/3/02, 24/10/05, 20/07/07.

We, the persons in:

Item 1 of the schedule ("entity");
Item 2 of the schedule ("holder");
Item 3 of the schedule ("controller"),

agree as follows.

Introduction

A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the +official list of ASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.

Agreement

Escrow restrictions

During the escrow period, the holder will not do any of the following. $\mathbf{1}$ .
- $(a)$ *Dispose of, or agree or offer to *dispose of, the restricted securities.

+ See chapter 19 for defined terms.

(b) Create, or agree or offer to create, any security interest in the restricted securities.
$(c)$ Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
$(d)$ Participate in a return of capital made by the entity.

Amended 24/10/05.

$\overline{2}$ . During the escrow period, a controller will not do any of the following.
- $(a)$ *Dispose of, or agree or offer to *dispose of, the controller interests.
- $(b)$ Create, or agree or offer to create, any security interest in the controller interests.
- $(c)$ Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
We will comply with chapter 9 of the listing rules. If any of us is not a listed $3.$ entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
If the restricted securities are kept on the +certificated subregister, $(a)$ $\overline{4}$ the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.
- $(b)$ If the restricted securities are kept on the fissuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.

Warranties

If only the holder and the entity are parties to this agreement, one of the $5.$ following applies.
- The holder is an individual. $(a)$
- The holder has no +controller. $(b)$
- $(c)$ The holder has the $+$ controllers set out in item $3$ with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.

+ See chapter 19 for defined terms.

The holder gives this warranty.

1. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each *controller give this warranty.
$7.$ If item 7 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
1. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
1. A breach of any of these warranties is a breach of this agreement.

Consequences of breaching this agreement

If it appears to the entity that the holder or a +controller may breach this 10. agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
If the holder or a +controller breach this agreement, each of the following $11.$ applies.
- $(a)$ The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
- The entity must refuse to acknowledge, deal with, accept or register (b) any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
- $(c)$ The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.

Amendment

This agreement will not be changed or waived without ASX's written 12. consent.

+ See chapter 19 for defined terms.

Jurisdiction

The laws of the State of the home branch of the entity apply to this 13. agreement. We submit to the jurisdiction of the courts of that State.

Definitions and interpretation

In this agreement:

ASX means ASX Limited.

escrow period means the period set out in item $\alpha$ of the schedule.

The singular includes the plural and vice versa.

A reference to a party includes its successors, personal representatives and transferees.

Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.

Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.

+ See chapter 19 for defined terms.

Schedule

Entity's name and address: $\mathbf{1}$ .

Althea Group Holdings Limited ACN 626 966 943 Curtain & Co Services Pty Ltd Level 3, 369 Royal Parade Parkville VIC 3052

Holder's name and address: $2.$

Aphria Inc of the City of Leamington in the Province of Ontario

Each +controllers' name and address: $3.$

$N/A$

Escrow period (the date from which the initial restricted securities are $\overline{4}$ escrowed):

24 months

Particulars of restricted securities: $5.$

12,250,000 ordinary shares

Particulars of controller interests: 6.

$N/A$

Particulars of security interests over restricted securities: 7.

$N/A$

Particulars of security interests over controller interests: 8.

$N/A$

+ See chapter 19 for defined terms.

20 August 2018 Dated:

Executed as a deed and delivered on the date shown above.

Executed by Althea Group HoldingsLimited ACN 626 966 943 in accordance with section 127 of the Corporations Act 2001:

Director/company secretary

PETER ے اسات ا Name of director/company secretary (BLOCK LETTERS)

Director

Joshua Fegan Name of director (BLOCK LETTERS)

Signed sealed and delivered by Aphria Inc. in the presence of:

Seal

Signature of witness

Name of witness (BLOCK LETTERS)

Address of witness

Signature of authorised signatory

CARL MERTON Name of authorised signatory (BLOCK LETTERS)

+ See chapter 19 for defined terms.

Appendix 9A

Restriction agreement

Introduced 01/07/96. Origin: Appendix u. Amended 01/07/98, 11/3/02, 24/10/05, 20/07/07.

We, the persons in:

أنهم

Item 1 of the schedule ("entity");
Item 2 of the schedule ("holder");
Item 3 of the schedule ("controller"),

agree as follows.

Introduction

The entity wants to be listed and has issued restricted securities. The holder A. will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the *official list of ASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.

Agreement

Escrow restrictions

During the escrow period, the holder will not do any of the following. 1.
- $(a)$ *Dispose of, or agree or offer to *dispose of, the restricted securities.

+ See chapter 19 for defined terms.

$(b)$ Create, or agree or offer to create, any security interest in the restricted securities.

$\ddotsc$

$(c)$ Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
Participate in a return of capital made by the entity. $(d)$

Amended 24/10/05.

$\overline{2}$ During the escrow period, a controller will not do any of the following.
- $(a)$ *Dispose of, or agree or offer to *dispose of, the controller interests.
- $(b)$ Create, or agree or offer to create, any security interest in the controller interests.
- $(c)$ Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the controller interests.
We will comply with chapter 9 of the listing rules. If any of us is not a listed $\overline{3}$ entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
$(a)$ If the restricted securities are kept on the *certificated subregister, 4. the holder will deposit the certificates for the restricted securities with a bank or *recognised trustee for the escrow period.
- $(b)$ If the restricted securities are kept on the +issuer sponsored subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.

Warranties

1. If only the holder and the entity are parties to this agreement, one of the following applies.
- $(a)$ The holder is an individual.
- $(b)$ The holder has no *controller.
- The holder has the +controllers set out in item 3 with the interests $(c)$ identified in item 6, and each *controller comes within an exception set out in rule 9.1.4.

+ See chapter 19 for defined terms.

The holder gives this warranty.

If the holder, the entity and any *controller are parties to this agreement, the 6. holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any *controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each *controller give this warranty.
If item 7 of the schedule is completed, the full particulars of security interests 7. which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
If item 8 of the schedule is completed, the full particulars of security 8. interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the *controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each +controller gives this warranty.
A breach of any of these warranties is a breach of this agreement. 9.

Consequences of breaching this agreement

If it appears to the entity that the holder or a *controller may breach this 10. agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
If the holder or a +controller breach this agreement, each of the following n. applies.
- $(a)$ The entity must take the steps necessary to enforce the agreement, or to rectify the breach.
- The entity must refuse to acknowledge, deal with, accept or register $(b)$ any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
- The holder of the +restricted securities ceases to be entitled to any $(c)$ dividends, distributions or voting rights while the breach continues.

Amendment

This agreement will not be changed or waived without ASX's written 12. consent.

+ See chapter 19 for defined terms.

Jurisdiction

The laws of the State of the home branch of the entity apply to this agreement. We submit to the jurisdiction of the courts of that State.

Definitions and interpretation

In this agreement:

ASX means ASX Limited.

escrow period means the period set out in item $4$ of the schedule.

restricted securities means the 'securities set out in item 5 of the schedule and any *securities attaching to or arising out of those *securities that are restricted securities because of the definition of restricted securities in the listing rules.

The singular includes the plural and vice versa.

A reference to a party includes its successors, personal representatives and transferees.

Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.

Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.

Schedule

Entity's name and address: $\mathbf{1}$

$\mathcal{L}_{\mathcal{A}}$

Althea Group Holdings Limited ACN 626 966 943 Curtain & Co Services Pty Ltd Level 3, 369 Royal Parade Parkville VIC 3052

Holder's name and address: $\mathbf{2}$

PAC Partners Pty. Ltd. ACN 165 738 438 Level 10, 330 Collins Street Melbourne VIC 3000

Each *controllers' name and address: $3.$

Craig Stranger 12 The Avenue Balaclava VIC 3183

Paul David Jensz 73 St Vincents Place Albert Park Vic 3206

Escrow period (the date from which the initial restricted securities are $4.$ escrowed):

24 months

Particulars of restricted securities: 5.

3,060,000 ordinary shares

Particulars of controller interests:

Each a director and 33.33% shareholder

Particulars of security interests over restricted securities: 7.

Nil

Particulars of security interests over controller interests:

Nil

+ See chapter 19 for defined terms.

$\frac{\Omega_{\text{max}}}{\sigma_{\text{max}}^2}$

Dated: 21 August 2018

Executed as a deed and delivered on the date shown above.

Executed by Althea Group Holdings Limited ACN $26 966 943 in accordance with section $\cancel{127}$ of the Corporations Act 2001:

Lej

Director/company secretary

PETER GRUS. Name of director/company secretary (BLOCK LETTERS)

Pirecto FEG Ar SHUP Name of director (BLOCK LETTERS)

Executed by Pac Partners Pty. Ltd. ACN 165 738 438 in accordance with section 127 of the Corporations Act 2001:

Director/company secretary STRANGER

CRAC Name of director/company secretary (BLOCK LETTERS)

Director PA

Name of director (BLOCK LETTERS)

Signed by Craig Stranger in the presence of:

Signature of witness

Arthury StringName of withess (BLOCK LETTERS)

2 Avan Sury Crt Baylon U.C

+ See chapter 19 for defined terms.

Signed by Paul Jensz in the presence of:

$\tilde{\mathbf{x}}$ Signature of witness

$\frac{1}{\sqrt{2}}\frac{\sqrt{2}}{2}$

Arthurs Star.

$\bar{z}$

2 Assidery Crt Brighton U.C

+ See chapter 19 for defined terms.

Appendix 9A

Restriction agreement

Introduced 01/07/96. Origin: Appendix u. Amended 01/07/98, 11/3/02, 24/10/05, 20/07/07.

We, the persons in:

Item 1 of the schedule ("entity");
Item 2 of the schedule ("holder");
Item 3 of the schedule ("controller"),

agree as follows.

I certify that this is a true and complete copy of the original document dated this $\sqrt{3}$ day of September 2018

bullfo-

CHANEL ANN-MARIE MERCURIO RACV Tower, 485 Bourke Street Melbourne Victoria 3000 An Australian Legal Practitioner within the meaning of the Legal Profession Uniform Law (Victoria)

Introduction

A. The entity wants to be listed and has issued restricted securities. The holder will hold the restricted securities as set out in this agreement on the basis that the entity will take the steps necessary to be admitted to the *official list of ASX.
B. We have provided ASX with all the information necessary to properly form an opinion about who is a +controller of the holder and who is required to execute this agreement.
C. We enter this agreement for the purpose of complying with chapter 9 of the listing rules.

Agreement

Escrow restrictions

$1.$ During the escrow period, the holder will not do any of the following.
- $(a)$ *Dispose of, or agree or offer to *dispose of, the restricted securities.

+ See chapter 19 for defined terms.

Create, or agree or offer to create, any security interest in the restricted $(b)$ securities.
$(c)$ Do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the restricted securities.
Participate in a return of capital made by the entity. $(d)$

Amended 24/10/05.

$\mathbf{2}$

During the escrow period, a controller will not do any of the following.
- *Dispose of, or agree or offer to *dispose of, the controller interests. $(a)$
- $(b)$ Create, or agree or offer to create, any security interest in the controller interests.
- Do, or omit to do, any act if the act or omission would have the effect $(c)$ of transferring effective ownership or control of the controller interests.
We will comply with chapter 9 of the listing rules. If any of us is not a listed $3.$ entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.
- $(a)$ If the restricted securities are kept on the 'certificated subregister, the holder will deposit the certificates for the restricted securities with a bank or 'recognised trustee for the escrow period.
  - If the restricted securities are kept on the +issuer sponsored $(b)$ subregister, the holder hereby agrees in writing to the application of a +holding lock to the restricted securities.

Warranties

If only the holder and the entity are parties to this agreement, one of the 5. following applies.
- The holder is an individual. $(a)$
- $(b)$ The holder has no +controller.
- The holder has the +controllers set out in item 3 with the interests $(c)$ identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.

04/03/2013

+ See chapter 19 for defined terms.

Create, or agree or offer to create, any security interest in the restricted $(b)$ securities.
Do, or omit to do, any act if the act or omission would have the effect $(c)$ of transferring effective ownership or control of the restricted securities.
$(d)$ Participate in a return of capital made by the entity.

Amended 24/10/05.

During the escrow period, a controller will not do any of the following. $\overline{2}$ .
- *Dispose of, or agree or offer to *dispose of, the controller interests. $(a)$
- $(b)$ Create, or agree or offer to create, any security interest in the controller interests.
- Do, or omit to do, any act if the act or omission would have the effect $(c)$ of transferring effective ownership or control of the controller interests.
We will comply with chapter 9 of the listing rules. If any of us is not a listed 3. entity, we will comply as if we were a listed entity. Each of us will take any steps we are able to take that are necessary to enable any of the others to comply.

If the restricted securities are kept on the *certificated subregister, $(a)$ the holder will deposit the certificates for the restricted securities with a bank or +recognised trustee for the escrow period.

$(b)$ If the restricted securities are kept on the *issuer sponsored subregister, the holder hereby agrees in writing to the application of a *holding lock to the restricted securities.

Warranties

$4.$

If only the holder and the entity are parties to this agreement, one of the 5. following applies.
- $(a)$ The holder is an individual.
- The holder has no +controller. $(b)$
- $(c)$ The holder has the +controllers set out in item 3 with the interests identified in item 6, and each +controller comes within an exception set out in rule 9.1.4.

+ See chapter 19 for defined terms.

The holder gives this warranty.

1. If the holder, the entity and any +controller are parties to this agreement, the holder has the +controllers set out in item 3 with the controller interests identified in item 6, and any +controller who is not a party to this agreement comes within an exception set out in rule 9.1.4. The holder and each *controller give this warranty.
If item 7 of the schedule is completed, the full particulars of security interests 7. which have been created, or are agreed or offered to be created, in the restricted securities are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the holder has not done, or omitted to do, any act which would breach clause 1 if done or omitted during the escrow period. The holder gives this warranty.
1. If item 8 of the schedule is completed, the full particulars of security interests which have been created, or are agreed or offered to be created, in the controller interests are set out. A release of the security interests is attached. Apart from this, before the escrow period begins, the +controller has not done, or omitted to do, any act which would breach clause 2 if done or omitted during the escrow period. Each *controller gives this warranty.
A breach of any of these warranties is a breach of this agreement. 9.

Consequences of breaching this agreement

If it appears to the entity that the holder or a $\pm$ controller may breach this 10. agreement, the entity must take the steps necessary to prevent the breach, or to enforce the agreement.
If the holder or a +controller breach this agreement, each of the following 11. applies.
- The entity must take the steps necessary to enforce the agreement, or $(a)$ to rectify the breach.
- $(b)$ The entity must refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or +conversion of any of the +restricted securities. This is in addition to other rights and remedies of the entity.
- $(c)$ The holder of the +restricted securities ceases to be entitled to any dividends, distributions or voting rights while the breach continues.

Amendment

This agreement will not be changed or waived without ASX's written $12.$ consent.

04/03/2013

+ See chapter 19 for defined terms.

Jurisdiction

The laws of the State of the home branch of the entity apply to this 13. agreement. We submit to the jurisdiction of the courts of that State.

Definitions and interpretation

In this agreement:

ASX means ASX Limited.

escrow period means the period set out in item 4 of the schedule.

The singular includes the plural and vice versa.

A reference to a party includes its successors, personal representatives and transferees.

Words and expressions defined in the listing rules of ASX, and not in this agreement, have the meanings given to them in the listing rules.

Every warranty or agreement (expressed or implied) in which more than one person joins, binds them individually and any combination of them as a group.

+ See chapter 19 for defined terms.

Nil

$\frac{1}{\sqrt{2}}$

+ See chapter 19 for defined terms.

$\mathcal{F}$

Schedule

Entity's name and address: 1.

Althea Group Holdings Limited ACN 626 966 943 Curtain & Co Services Pty Ltd Level 3, 369 Royal Parade Parkville VIC 3052

Holder's name and address: 2.

PAC Partners Pty. Ltd. ACN 165 738 438 Level 10, 330 Collins Street Melbourne VIC 3000

Each +controllers' name and address: $\overline{3}$ .

Craig Stranger 12 The Avenue Balaclava VIC 3183

Paul David Jensz 73 St Vincents Place Albert Park Vic 3206

Escrow period (the date from which the initial restricted securities are $4.$ escrowed):

24 months

Particulars of restricted securities: 5.

30,361 ordinary shares

Particulars of controller interests:

Each a director and 33.33% shareholder

Particulars of security interests over restricted securities: 7.

Nil

Particulars of security interests over controller interests: 8.

04/03/2013

+ See chapter 19 for defined terms.

13 September 2018 Dated:

Executed as a deed and delivered on the date shown above.

Executed by Althea Group Holdings Limited ACN 626 966 943 in accordance with section 127 of the Corporations Act $2001:$

Director

Director/company secretary

VOSHUA FEGAN Name of director/company secretary (BLOCK LETTERS)

Ntuboin PHILIP Ansulton Name of director (BLOCK LETTERS)

Executed by Pac Partners Pty. Ltd. ACN 165 738 438 in accordance with section 127 of the Corporations Act 2001:

Director/company secretary

Director

Name of director/company secretary (BLOCK LETTERS)

Name of director (BLOCK LETTERS)

Signed by Craig Stranger in the presence of:

Signature of witness

Name of witness (BLOCK LETTERS)

Address of witness

See chapter 19 for defined terms.

04/03/2013

Dated:

$\begin{array}{c} \begin{array}{c} \bullet \ \bullet \end{array} \end{array}$

Executed as a deed and delivered on the date shown above.

Executed by Althea Group Holdings Limited ACN 626 966 943 in accordance with section 127 of the Corporations Act 2001:

Director/company secretary

Director

Name of director/company secretary (BLOCK LETTERS)

Name of director (BLOCK LETTERS)

Executed by Pac Partners Pty. Ltd. ACN 165 738 438 in accordance with section 127 of the Corporations Act 2001:

$\mathcal{J}$ Lnc Director/company secretary APARATE $\sqrt{2}$

Name of director/company secretary (BLOCK LETTERS)

Directo $DAV10$ 'AV L

Name of director (BLOCK LETTERS)

Signed by Craig Stranger in the presence of:

$\overline{\phantom{a}}$

Signature of witness

Anthony Stand

Assolary Cit Bagblon 3196 Address of witness

See chapter 19 for defined terms.

04/03/2013

$\epsilon$

Signed by Paul Jensz in the presence of:

Signature of witness

$\mathcal{U}$

Anthony Start

2 Avanburg Crt Baylton VIC 3196

$\alpha$

+ See chapter 19 for defined terms.

AI assistant

PEAK PROCESSING LIMITED — Major Shareholding Notification 2018

65568_rns_2018-09-20_744edf3c-17ce-46d9-874a-e2fc7cb4010d.pdf

Form 603 Corporations Act 2001Section 671B

Notice of initial substantial holder

2. Details of voting power

3. Details of relevant interests

4. Details of present registered holders

5. Consideration

6. Associates

7. Addresses

Signature

DIRECTIONS

Annexure A

Annexure B

Appendix 9A

Restriction agreement

Introduction

Agreement

Escrow restrictions

Warranties

Consequences of breaching this agreement

Amendment

Jurisdiction

Definitions and interpretation

Schedule

Appendix 9A

Restriction agreement

Introduction

Agreement

Escrow restrictions

Warranties

Consequences of breaching this agreement

Amendment

Jurisdiction

Definitions and interpretation

Schedule

Appendix 9A

Restriction agreement

Introduction

Agreement

Escrow restrictions

Warranties

Consequences of breaching this agreement

Amendment

Jurisdiction

Definitions and interpretation

Schedule

Appendix 9A

Restriction agreement

Introduction

Agreement

Escrow restrictions

Warranties

Warranties

Consequences of breaching this agreement

Amendment

Jurisdiction

Definitions and interpretation

Schedule

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PEAK PROCESSING LIMITED Major Shareholding Notification 2018