VERIS LIMITED — Major Shareholding Notification 2020

Apr 30, 2020

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme VERIS LIMITED ACN/ARSN 122 958 178 1. Details of substantial holder (1) Name Mr Brian Elton (and associated entities) ACN / ARSN (if applicable) The holder became a substantial 29 April 2020 holder on

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	Persons’ votes(5)	Voting power(6)
Ordinary	33,308,150	33,308,150	8.22%

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:

Holderof relevantinterest	Nature of relevantinterest (7)	Class andnumberofsecurities
Mr Brian Elton	Direct	27,558,035 ordinary shares
Elton Property Pty Ltd Elton ConsultingSuper Fund>	Indirect	5,750,115 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 asholder(8)	Class and number of securities
Mr Brian Elton	Mr Brian Elton	Mr Brian Elton	27,558,035 ordinary shares
Elton Property Pty Ltd Super Fund>	Elton Property Pty Ltd Consulting Super\ Fund>	Elton Property Pty Ltd Elton Consulting Super Fund>	5,750,115 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
Mr Brian Elton	29/04/2020	Nil consideration (Shares issued as deferred consideration pursuant to the Acquisition Agreement of Elton Consulting Group Pty Ltd between Veris Limited and Brian Elton dated 12 March 2018 (the issue of the shares was approved by shareholders at the AGM of Veris held 25 November 2019)	17,000,000 ordinary shares
Elton Property Pty Ltd Super Fund>	10/3/2020-27/3/2020	$41,157.33	1,416,392 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
Elton Property Pty Ltd Super Fund>	Related entity

7. Addresses

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

Name	Address
Mr Brian Elton	163 Macpherson Street,Bronte NSW 2024
Elton Property Pty Ltd Super Fund>	163 Macpherson Street, Bronte NSW 2024

Signature

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BRIAN ELTON Capacity Director

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date 01/ 05 /2020

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 A.

• (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.