QUALITAS LIMITED — Major Shareholding Notification 2021

Dec 21, 2021

603 page 1/2

15 July 2001

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Qualitas Limited ( Company )

ACN/ARSN 655 057 588

1. Details of substantial holder (1)

QPP Holdings Pty Ltd ACN 134 928 528 in its capacity as trustee of the Qualitas Holdings (AJS) Trust

Name

Andrew Schwartz

ACN/ARSN (if applicable)

The holder became a substantial holder on 22/12/2021

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 of securities (4) Number of securities Person’s votes (5) Voting power (6) Fully paid ordinary shares 22.73% (based on 294,000,000 66,830,066 66,830,066 ( Shares ) Shares on issue)

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
QPP Holdings Pty Ltd		Relevant interest under section 608(1) of the Corporations Act as registered holder of the shares		66,830,066 Shares
Andrew Schwartz		Relevant interest under section 608(3) of the Corporations Act as a person who controls QPP Holdings Pty Ltd
esent registered holders stered as holders of the securities referred to inparagraph 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
QPP Holdings Pty Ltd	QPP Holdings Pty Ltd		QPP Holdings Pty Ltd		66,830,066 Shares

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:

ntial holder is as follows:
Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
QPP Holdings Pty Ltd	22 December 2021		Shares received as consideration for the transfer of 100% of the shares and units in the Company's subsidiaries as part of the pre- IPO restructure of the Qualitas group, as disclosed in the Company's Prospectus dated 29 November 2021	66,830,066 Shares

ME_193946279_2

603 GUIDE page 1/1 13 March 2000

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
Andrew Schwartz	Associate under section 12(2) of the Corporations Act

7. Addresses

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

Name	Address
QPP Holdings Pty Ltd	Level 38, 120 Collins Street, Melbourne , VIC, 3000
Andrew Schwartz	19 Huntingfield Road, Toorak, VIC, 3142

Signature

print name Andrew Schwartz capacity	Director/Authorised representative
sign here date	/ /
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 7 of the form.
f "associate" in section 9 of the Corporations Act 2001.
f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
of a company constitute one class unless divided into separate classes.

• (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, moneys 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.

ME_193946279_2