SPH Notice – Bounty Holdings New Zealand Limited

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest, or both Sections 277 and 278, Financial Markets Conduct Act 2013 To NZX Limited and To Tegel Group Holdings Limited ("Tegel") Relevant event being disclosed: Movement of 1% or more in substantial holding Date of relevant event: 23 August 2018 Date this disclosure made: 23 August 2018 Date last disclosure made: 22 August 2018 Substantial product holder giving disclosure Full name: Bounty Holdings New Zealand Limited ("Bounty Holdings") Summary of substantial holding Class of quoted voting products: Ordinary shares in Tegel Group Holdings Limited (NZX Code: TGH). Summary for: Bounty Holdings For this disclosure,-- (a) total number held in class: 336,246,424 ordinary shares (b) total in class: 355,906,183 ordinary shares (c) total percentage held in class: 94.476% (rounded to three decimal places) For last disclosure,-- (a) total number held in class: 310,304,712 ordinary shares (b) total in class: 355,906,183 ordinary shares (c) total percentage held in class: 87.187% (rounded to three decimal places) Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: (a) On 28 May 2018, Bounty Holdings made a full takeover offer for all of the ordinary shares and performance rights in Tegel ("Offer"). Since the last disclosure dated 22 August 2018, Bounty Holdings received acceptances under the Offer in relation to 25,941,712 ordinary shares. Details after relevant event Details for Bounty Holdings Nature of relevant interest(s): Conditional power to acquire quoted voting products: upon the Offer becoming unconditional in all respects, and settlement occurring in accordance with the Offer, Bounty Holdings will become the registered holder and beneficial owner of 265,068,787 ordinary shares in Tegel. For that relevant interest,-- (a) number held in class: 265,068,787 ordinary shares (b) percentage held in class: 74.477% (rounded to three decimal places) (c) current registered holder: Acceptors of the Offer (d) registered holder once transfers are registered: Bounty Holdings For a derivative relevant interest, also-- (a) type of derivative: N/A (b) details of derivative: N/A (c) parties to the derivative: N/A (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: N/A Nature of relevant interest(s): Registered holder and beneficial owner of financial products. A relevant agreement document need not be attached under regulation 139 of the Financial Markets Conduct Regulations 2014. For that relevant interest,-- (a) number held in class: 71,177,637 ordinary shares (b) percentage held in class: 19.999% (rounded to three decimal places) (c) current registered holder: Bounty Holdings (d) registered holder once transfers are registered: N/A For a derivative relevant interest, also-- (a) type of derivative: N/A (b) details of derivative: N/A (c) parties to the derivative: N/A (d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest in the derivative: N/A Additional information Address of substantial product holder: c/- Russell McVeagh, The Vero Centre, Level 25, 48 Shortland Street, Auckland 1010, New Zealand. Name of any other person believed to have given, or believed to be required to give, a disclosure under the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure relates: N/A Certification I, Kenneth Go Cheng, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. End CA:00322702 For:TGH Type:SHINTR Time:2018-08-24 08:45:11