SKIN ELEMENTS LIMITED — Major Shareholding Notification 2017

May 18, 2017

Form 603

Corporations Act 2001 Section 671B

Notice of Initial Substantial Holder

To Company Name / Scheme SKIN ELEMENTS LIMITED ACN/ARSN 608 047 794

SKIN ELEMENTS LIMITED

1. Details of substantial holder (1)

Name Top Oceania International Limited ACN/ARSN (if applicable)

The holder became a substantial holder on 17 / 05 / 2017

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:

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----- Start of picture text ----- Class of securities (4) Number of Securities Person’s votes (5) Voting power (6)Fully Paid Ordinary 4,375,000 5.7 % 5.7 %Shares----- End of picture text -----

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:

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----- Start of picture text ----- Holder of relevant interest Nature of relevant interest (7) Class and numberof securitiesTop Oceania International Top Oceania International Limited has a relevant 4,375,000Limited interest in the shares as the holder of the shares. Ordinary Shares----- End of picture text -----

4. Details of present registered holders

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

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----- Start of picture text ----- Holder of relevant Registered holder of Person entitled to be Class and numberinterest securities registered as holder (8) of securitiesTop Oceania Top Oceania International Top Ocean International 4,375,000International Limited Limited Limited Ordinary Shares----- End of picture text -----

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 ofacquisition	Consideration (9)	Consideration (9)	Class and numberof securities
		Cash	Non-cash
Top Oceania InternationalLimited	10/05/2017	$175,000		875,000Ordinary Shares