SPH Notice – Ngai Tahu Capital Limited

Disclosure of ceasing to have substantial holding Section 279, Financial Markets Conduct Act 2013 To NZX Limited and To PGG Wrightson Limited (NZX: PGW) Date this disclosure made: 17 December 2018 Date last disclosure made: 28 June 2011 Date on which substantial holding ceased: 14 December 2018 Substantial product holder(s) giving disclosure Full name(s): Ngai Tahu Capital Limited ("Ngai Tahu") Summary of previous substantial holding Class of quoted voting products: Ordinary shares in PGG Wrightson Limited ("PGW") (ISIN: NZREIE0001S4) Summary for Ngai Tahu For last disclosure,-- (a) total number held in class: 379,068,619 (b) total in class: 757,985,639 (c) total percentage held in class: 50.01% For current holding after ceasing to have substantial holding,-- (a) total number held in class: 27,434,625 (b) total in class: 754,848,774 (c) total percentage held in class: 3.634% Details of transactions and events giving rise to ceasing of substantial holding Details of the transactions or other events requiring disclosure: Prior to the event discussed below, each of Agria Group Limited, New Hope International (Hong Kong) Limited and Ngai Tahu (together, the "Shareholders"), among others, were parties to the shareholders' agreement dated 17 April 2011 in relation to their shareholding in Agria Asia Investments Limited ("Agria Asia Investments") ("Shareholders' Agreement"). Agria Asia Investments holds all of the shares in Agria (Singapore) Pte Limited ("Agria Singapore"), which, prior to the event, held 379,068,619 ordinary shares in PGW (being 50.218% of the ordinary shares on issue in PGW). The Shareholders agreed that Ngai Tahu would exit its investment in Agria Asia Investments (with Agria Asia Investments acquiring the shares in Agria Asia Investments held by Ngai Tahu) and cease to be a party to the Shareholders' Agreement, and in exchange, Agria Asia Investments would transfer to Ngai Tahu 3.634% of the ordinary shares in PGW currently held by Agria Singapore (an amount intended to represent the indirect holding Ngai Tahu held through its shareholding in Agria Asia Investments). This off-market transaction has resulted in Ngai Tahu giving this notice ceasing to have a substantial holding in PGW ordinary shares. The key steps of the transaction are set out below: (a) Agria Singapore transferred 27,434,625 of the ordinary shares it held in PGW (constituting 3.634% of the ordinary shares on issue in PGW) to Agria Asia Investments (PGW-NT Shares); (b) Ngai Tahu ceased to be a party to and have any other rights and obligations under the Shareholders' Agreement; (c) Ngai Tahu procured that the directors appointed by it to the boards of Agria Singapore and Agria Asia Investments signed and delivered letters of resignation from those boards; (d) Ngai Tahu transferred all of the shares it held in Agria Asia Investments to Agria Asia Investments (AAIL-NT Shares); (e) Agria Asia Investments transferred the PGW-NT Shares to Ngai Tahu; and (f) Agria Asia Investments cancelled the AAIL-NT Shares. The transaction was effected as set out in the implementation letter dated 14 December 2018 ("Implementation letter"), which accompanies this notice. In general terms, the effect of the transaction is that: o Agria Singapore reduced its holding of ordinary shares in PGW from 50.218% to 46.583%. o Ngai Tahu exited its indirect holding in PGW (through its holding in Agria Asia Investments, which holds all of the shares in Agria Singapore) and acquired a direct holding in 3.634% of the ordinary shares in PGW. No other consideration was exchanged in connection with the transaction. The purpose of the transaction is to permit Ngai Tahu to exit its interest in the joint venture and to instead hold its interest in PGW directly. The transaction was effected in reliance on an exemption granted from the Takeovers Code granted by the Takeovers Panel. Additional information Address(es) of substantial product holder: 15 Show Place, Addington, Christchurch, 8024 Contact details: Michael Sang, phone: 03 366 4344, email: Mike.Sang@ngaitahu.iwi.nz 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: Agria Group Limited, Agria Corporation, Agria Asia Investments Limited, Agria Singapore (Pte) Limited, New Hope International (Hong Kong) Limited and New Hope Group Co., Limited. Certification I, Michael Sang, 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:00328477 For:PGW Type:SHINTR Time:2018-12-17 09:12:54