SKIN ELEMENTS LIMITED — Major Shareholding Notification 2017

Jan 8, 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 Sovereign Empire Pty Ltd ACN/ARSN (if applicable) 616 024 661

The holder became a substantial holder on 23 / 12 / 2016

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 10,130,781 13.8 % 13.8 %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 securitiesSovereign Empire Pty Ltd Sovereign Empire Pty Ltd has a relevant interest 10,130,781in the shares as the holder of the shares. Ordinary SharesMr Peter Francis Malone Mr Peter Francis Malone has a relevant interest in 10,130,781the shares as the Director and shareholder of Ordinary SharesSovereign Empire Pty Ltd----- 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 securitiesSovereign Empire Pty Sovereign Empire Pty Ltd Sovereign Empire Pty 10,130,781Ltd Ltd 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:

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----- Start of picture text ----- Holder of relevant interest Date of Consideration (9) Class and numberacquisition Cash Non-cash of securities----- End of picture text -----

10,130,781Ordinary Shares	23/12/2016	-	Issued pursuantto ShareAcquisitionAgreement asconsideration forshares held in SEOperation Pty Ltd	10,130,781Ordinary Shares

603 page 2/2 15 July 2001

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 AssociationMr Peter Francis Malone Director / Shareholder----- End of picture text -----

7. Addresses

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

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----- Start of picture text ----- Name AddressSovereign Empire Pty Ltd Office 7, 36 Ord St West Perth WA 6005Mr Peter Francis Malone 1 Sudbury Way, City Beach WA 6010----- End of picture text -----

Signature

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Print name Capacity : Sign here Date / /