SPH Notice

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 SLI Systems Limited (SLI) Relevant event being disclosed: Change in nature of relevant interest Date of relevant event: 12 May 2017 Date this disclosure made: 12 May 2017 Date last disclosure made: 4 June 2013 Substantial product holder(s) giving disclosure Full name(s): Pioneer Capital Management Limited / Pioneer Capital Partners I LP and NZVIF (INF) Limited / Matthew Gainsford Houtman Summary of substantial holding Class of quoted voting products: Ordinary Shares Summary for Pioneer Capital Management Limited / Pioneer Capital Partners I LP and NZVIF (INF) Limited / Matthew Gainsford Houtman For this disclosure,-- (a) total number held in class: 6,083,563 (b) total in class: 62,260,816 (c) total percentage held in class: 9.771% For last disclosure,-- (a) total number held in class: 6,083,563 (b) total in class: 58,068,532 (c) total percentage held in class: 10.477% Summary for Pioneer Capital Management Limited For this disclosure,-- (a) total number held in class: 6,070,230 (b) total in class: 62,260,816 (c) total percentage held in class: 9.750% For last disclosure,-- (a) total number held in class: 6,070,230 (b) total in class: 58,068,532 (c) total percentage held in class: 10.454% Summary for Pioneer Capital Partners I LP and NZVIF (INF) Limited For this disclosure,-- (a) total number held in class: 5,913,798 (b) total in class: 62,260,816 (c) total percentage held in class: 9.499% For last disclosure,-- (a) total number held in class: 5,913,798 (b) total in class: 58,068,532 (c) total percentage held in class: 10.184% Summary for Matthew Gainsford Houtman For this disclosure,-- (a) total number held in class: 169,765 (b) total in class: 62,260,816 (c) total percentage held in class: 0.273% For last disclosure,-- (a) total number held in class: 169,765 (b) total in class: 58,068,532 (c) total percentage held in class: 0.292% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: SLI shares beneficially owned by Pioneer Capital Management Limited Pioneer Capital Management Limited was the registered holder and beneficial owner of 156,432 ordinary shares in SLI ("PCML Shares"). On 12 May 2017, Pioneer Capital Management Limited transferred all of the PCML Shares (for nil consideration) to Custodial Services Limited to hold as custodian and bare trustee. Pioneer Capital Management Limited remains the beneficial owner of the PCML Shares. SLI shares beneficially owned by Pioneer Capital Partners I LP and NZVIF (INF) Limited Pioneer Capital I Nominees Limited was the registered holder of 5,913,798 ordinary shares in SLI on behalf of Pioneer Capital Partners I LP and NZVIF (INF) Limited ("PCP1/NZVIF Shares"). On 12 May 2017, Pioneer Capital I Nominees Limited transferred all of the PCP1/NZVIF Shares (for nil consideration) to Custodial Services Limited to hold as custodian and bare trustee for Pioneer Capital Partners I LP and NZVIF (INF) Limited. After the transfer: - Pioneer Capital Partners I LP and NZVIF (INF) Limited remain the beneficial owners of the PCP1/NZVIF Shares; and - Pioneer Capital Management Limited continues to have a relevant interest in the PCP1/NZVIF Shares, being the power to exercise voting rights attaching to, and the power to dispose of, the PCP1/NZVIF Shares on behalf of Pioneer Capital Partners I LP and NZVIF (INF) Limited. This relevant interest arises only from the powers of investment contained in investment management contracts (under which Pioneer Capital Management Limited is appointed, amongst other things, to manage the PCP1/NZVIF Shares on behalf of Pioneer Capital Partners I LP and NZVIF (INF) Limited) and, accordingly, no relevant agreement is attached. SLI shares beneficially owned by Matthew Gainsford Houtman Matthew Gainsford Houtman continues to be the registered holder and beneficial owner of 13,333 shares in SLI. The MGH & KMW Family Trust's deemed relevant interest in SLI shares The MGH & KMW Family Trust holds 45% of the shares in Pioneer Capital Management Limited. Matthew Gainsford Houtman is a trustee of that Trust and, accordingly, has a deemed relevant interest in the PCML Shares. Details after relevant event Details for Pioneer Capital Management Limited Nature of relevant interest(s): Beneficial owner For that relevant interest,-- (a) number held in class: 156,432 (b) percentage held in class: 0.251% (c) current registered holder(s): Pioneer Capital Management Limited (d) registered holder(s) once transfers are registered: Custodial Services Limited Nature of relevant interest(s): Power to exercise voting rights attached to, and dispose of, shares in SLI on behalf of Pioneer Capital Partners I LP and NZVIF (INF) Limited, as their investment manager For that relevant interest,-- (a) number held in class: 5,913,798 (b) percentage held in class: 9.499% (c) current registered holder(s): Pioneer Capital I Nominees Limited (d) registered holder(s) once transfers are registered: Custodial Services Limited Details for Pioneer Capital Partners I LP and NZVIF (INF) Limited Nature of relevant interest(s): Beneficial owners and co-investors For that relevant interest,-- (a) number held in class: 5,913,798 (b) percentage held in class: 9.499% (c) current registered holder(s): Pioneer Capital I Nominees Limited (d) registered holder(s) once transfers are registered: Custodial Services Limited Details for Matthew Gainsford Houtman Nature of relevant interest(s): Registered holder and beneficial owner For that relevant interest,-- (a) number held in class: 13,333 (b) percentage held in class: 0.021% (c) current registered holder(s): Matthew Gainsford Houtman (d) registered holder(s) once transfers are registered: N/A Nature of relevant interest(s): Deemed relevant interest in the SLI shares held by Pioneer Capital Management Limited arising from holding as co-trustee of the MGH & KMW Family Trust 45% of the voting securities in Pioneer Capital Management Limited For that relevant interest,-- (a) number held in class: 156,432 (b) percentage held in class: 0.251% (c) current registered holder(s): Pioneer Capital I Nominees Limited (d) registered holder(s) once transfers are registered: Custodial Services Limited Additional information Address(es) of substantial product holder(s): Pioneer Capital Management Limited: Grant Thornton New Zealand Limited, Level 4, 152 Fanshawe Street, Auckland 1140, New Zealand Pioneer Capital Partners I LP: First Building On The Right, Heather Street, Parnell, Auckland 1052, New Zealand NZVIF (INF) Limited: Unit 1b, Ascot Office Park, 93-95 Ascot Avenue, Greenland, Auckland, New Zealand Contact details: Randal Barrett, phone: (09) 304-0870, email: randal.barrett@pioneercapital.co.nz Nature of connection between substantial product holders: Pioneer Capital Management Limited is the investment manager for Pioneer Capital Partners I LP and NZVIF (INF) Limited. Matthew Houtman, through an associated trust, owns 45% of Pioneer Capital Management Limited and is deemed to have a relevant interest in the shares in SLI held by of Pioneer Capital Management Limited as well as having a relevant interest in the shares in SLI held in his own right. 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 Disclosure has effect for purposes of directors' and senior managers' disclosure Matthew Gainsford Houtman is also a non-executive director of SLI. This disclosure also constitutes disclosure for the purposes of the directors' and senior managers' disclosure obligations. (Note that there has been no change in Matthew Gainsford Houtman's relevant interest in shares in SLI.) Certification I, Randal Barrett, 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:00301093 For:SLI Type:SSH Time:2017-05-12 15:16:29