CV Check : Minimum Holding Share Buy-Back

For personal use only

	CV Check Ltd
ASX RELEASE	Level 4, 999 Hay Street
Perth WA 6000
ASX: CV1	PO Box 7394
	Cloisters Square PO
	WA 6850
21 March 2022	T: [phone]
	E: info@cvcheck
	W: cvcheck.com
	ABN 25 111 728 842

Minimum Holding Share Buy-Back

CV Check Limited (ASX:CV1) (CV Check) is pleased to announce that it intends to undertake a minimum holding share buy-back of ordinary shares for CV Check shareholders that hold less than a marketable parcel of shares in CV Check (Buy-Back).

Under ASX Listing Rules, any shareholding valued less than $500 is considered to be an 'unmarketable parcel' of shares (Unmarketable Parcel). Based on the closing market price of CV Check shares of $0.115 on the Record Date, an Unmarketable Parcel of shares is 4,347 shares or less.

The Buy-Back will allow shareholders who hold Unmarketable Parcels of shares in CV Check at 5:00pm (Perth-time) on Friday, 18 March 2022 (Record Date) (Eligible Shareholders) to sell their shares back to CV Check at the Buy-Back price of $0.115 per share, based on the volume weighted average price of CV Check shares for the 5 trading days preceding 18 March 2022. These shares will be cancelled once transferred to CV Check in accordance with the Corporations Act 2001 (Cth).

The Board of CV Check has decided to undertake the Buy-Back in order to reduce the administrative costs associated with maintain a large number of very small holdings. Eligible Shareholders will also be able to dispose of their shares without incurring brokerage and other expenses. CV Check will pay for all costs related to the Buy-Back (excluding tax consequences from the sale which remain the responsibility of Eligible Shareholders).

Based on the closing market price of CV Check shares and the register of members as at the Record Date:

• An Unmarketable Parcel of shares is any shareholding of 4,347 shares or less;
• Approximately 0.1% of CV Check's shares are held by shareholders holding Unmarketable
  Parcels;
• 189 individual shareholders hold an Unmarketable Parcel, comprising 13.07% of CV Check's total 1,446 shareholders; and
• The aggregate value of CV Check's shares held by Eligible Shareholders is $49,951.

Shareholders who own 4,348 shares or more on the Record Date will not be eligible to participate in the Buy-Back.

In accordance with CV Check's Constitution and ASX Listing Rules, CV Check is sending the attached letter to Eligible Shareholders (Shareholder Letter). The Shareholder Letter encloses relevant documents and provides more information about the Buy-Back, including the procedure for opting-out of the Buy-Back.

For personal use only

Eligible Shareholders who wish to retain their shares must lodge their share sale facility Form according to the instructions on page 2 of the Form, which details steps to make an election online, or return the Form to CV Check's share registry, Automic Pty Ltd (Automic), via post or hand delivery so that it is received by 5:00pm (Perth-time) on Monday, 9 May 2022. Election Forms cannot be returned by fax or email.

The key dates are:

Record Date for Unmarketable Parcel Buy-Back offers	5:00pm (Perth-time) on Friday,
	18 March 2022
Announcement of Record Date for Unmarketable Parcel Buy-Back	Monday, 21 March 2022
offers
Dispatch of Shareholder Letters and Share Retention Forms to Eligible	Thursday, 24 March 2022
Shareholders
Closing Time for Receipt of Share Retention Forms / period to opt-out	5:00pm	(Perth-time)	on
of Buy-Back	Monday, 9 May 2022
Announcement of outcome of the Buy-Back to the ASX	Tuesday, 10 May 2022
Eligible Shareholders whose shares are bought back under the Buy-Back	As soon as practicable post
will have proceeds remitted to them and will be sent documentation	Tuesday, 10 May 2022
advising them of the number of shares sold and the amount of proceeds
remitted. Proceeds will be remitted to the bank account that the
Eligible Shareholder has registered with Automic. If no bank account is
registered, proceeds will be remitted by cheque mailed to the address
that the shareholder has registered with Automic.

CV Check may modify these dates or suspend or terminate the Buy-Back. Any modification, suspension or termination will be notified by written notice to the ASX.

-ENDS-

This announcement was authorised by the General Counsel & Company Secretary of CV Check Ltd.

For further information, please contact:

Craig Sharp

General Counsel & Company Secretary [e-mail]

About CV Check Limited:

CV Check Limited (ASX: CV1) is a leading provider of end-to-end RegTech and pre-employment screening solutions internationally.

CV Check provides real-time workforce compliance management via its core software-as-a-service RegTech solution Cited. By combining certifications and compliance data with business policy and legislative requirements, Cited enables scalable compliance monitoring spanning pre-employment to

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daily requirements related to geo-location, roles and tasks applicable across a wide range of industries.

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The company also provides a wide range of pre-employment checks via its CVCheck solution. This is delivered via its proprietary technology platform, which has over time evolved into a best-of-breed employment screening and verification offering with a track record of customer service excellence.

CV Check continues to grow its position as the pre-eminent background screening brand in Australasia and is planning its global expansion of its growing suite of RegTech solutions.

To learn more please visit: www.cvcheck.com

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For personal use only

CV Check Ltd

Level 4, 999 Hay Street

Perth WA 6000

PO Box 7394

Cloisters Square PO

WA 6850

T: [phone]

E: info@cvcheck

24 March 2022W: cvcheck.com ABN 25 111 728 842

Dear Shareholder

OFFER FROM CV CHECK LIMITED TO BUY-BACK UNMARKETABLE PARCELS OF SHARES (OFFER)

This letter contains important information about your shareholding in CV Check Limited.

I am writing to you as a shareholder with an unmarketable parcel of shares in CV Check Limited (ASX: CV1) (CV Check) as at 5:00pm (Perth-time) on Friday, 18 March 2022 (Record Date).

In order to reduce the administrative and registry costs for CV Check that are associated with unmarketable parcels, as well as to allow eligible shareholders to dispose of their shares without incurring brokerage fees and other expenses, the Board of CV Check has instituted an off-market share buy-back facility (Buy-BackFacility) to buy back all the shares held by shareholders who held unmarketable parcels of shares in CV Check (Eligible Shareholders) as at the Record Date.

The Buy-Back will be undertaken under the terms set out in this Offer and in accordance with the CV Check Constitution, the Listing Rules of the Australian Securities Exchange (ASX Listing Rules) and the procedure in Division 2 of Part 2J.1 of the Corporations Act 2001 (Cth) (the Act).

The Buy-Back is not considered to be material and the number of shares that may be potentially acquired is less than 1% of CV Check's share capital as at the date of this Offer.

Under the ASX Listing Rules, any shareholding in CV Check valued at less than $500 is considered to be an "unmarketable parcel" of shares (Unmarketable Parcel). Based on the share register as at the Record Date and a share price of $0.115 (at close of market on the Record Date):

• An Unmarketable Parcel of shares is any shareholding of 4,347 shares or less;
• Approximately 0.1 % of CV Check's shares are held by shareholders holding Unmarketable
  Parcels;
• 189 individual shareholders hold an Unmarketable Parcel, comprising 13.07 % of CV Check's total 1,446 shareholders; and
• The aggregate value of CV Check's shares held by Eligible Shareholders is $49,951.

For personal use only

CV Check will pay for all costs related with the Buy-Back Facility (excluding tax consequences from the buy-back which remains the shareholder's responsibility).

The Buy-Back Facility will allow Eligible Shareholders to sell their shares back to CV Check at $0.115 per share (Buy-BackPrice), being the volume weighted average price for the five-day trading period preceding the Record Date. Shares that are purchased by CV Check under the Buy-Back Facility will be cancelled in accordance with the Act. This letter provides more information about the Buy-Back Facility and the choices that are available to you. The Directors wish to remind you that as a valued shareholder, CV Check will not buy back your shares if you wish to retain your shareholding.

Your choices

1. Sell your Unmarketable Parcel - If you want CV Check to buy-back your Unmarketable Parcel at the Buy-Back Price of $0.115 per share, you do not need to do anything. By refraining from taking any action, you will be deemed to have irrevocably appointed CV Check as your agent to sell all of your shares at the Buy-Back Price and to deal with the proceeds of sale as set out in this letter.
2. Retain your Unmarketable Parcel - If you do not want CV Check to buy-back your Unmarketable Parcel, then you must:
3. 1. lodge your share sale facility Form according to the instructions on page 2 of the Form, which details steps to make an election online, or return the Form to CV Check's share registry,
      Automic Pty Ltd (Automic), via post or hand delivery so that it is received by 5:00pm (Perth- time) on Monday, 9 May 2022. Election Forms cannot be returned by fax or email. If you have not made an online election or your completed Share Retention Form is not received by Automic by the Closing Time, your shares will be bought back by CV Check in accordance with the Offer;
      OR
   2. acquire additional shares in CV Check on-market so that your shareholding is noted on CV Check's share register as being greater than 4,348 shares (that is, a marketable parcel) as at the Closing Time; OR
   3. if you hold shares in multiple shareholdings that together constitute a parcel of more than 4,348 shares, arrange to have those holdings merged into one shareholding that is noted on CV Check's share register as being greater than 4,348 shares (that is, a marketable parcel) as at the Closing Time.

If you choose to complete and return a Share Retention Form as outlined in step 2(a) above, you are advised to allow reasonable time for it to be received by Automic by the Closing Time. If you choose to acquire additional shares or merge multiple shareholdings as outlined in step 2(b) or step 2(c) above, you are advised to allow reasonable time for these actions to be effected on CV Check's share register by the Closing Time.

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