SPH Notice – G3 Group 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 as market operator for the NXT Market and To G3 Group Limited (GGL) Relevant event being disclosed: Movement of 1% or more in substantial holding and or change in nature of relevant interest Date of relevant event: 7 September 2017 Date this disclosure made: 7 September 2017 Date last disclosure made: 18 June 2015 Substantial product holder(s) giving disclosure Full name(s): Jason Dwight Butler, JBT Trustee Limited and JDB Trustee Services Limited Summary of substantial holding Class of quoted voting products: Ordinary Share Summary for Jason Dwight Butler, JBT Trustee Limited and JDB Trustee Services Limited For this disclosure,-- (a) total number held in class: 20,665,250 (b) total in class: 53,099,396 (c) total percentage held in class: 38.918% For last disclosure,-- (a) total number held in class: 20,665,250 (b) total in class: 53,883,327 (c) total percentage held in class: 38.352% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: On 23 June 2017 G3 announced an intention to de-list from the NXT market, following receipt of a proposal from Christian Family Trust Limited to finalise a plan for the privatisation of G3 for consideration of shareholders at G3's Annual Shareholders' Meeting. Jason Butler, and an associated family trust, have reached conditional agreement to combine their shareholdings in G3 with interests associated with Mr Evan Christian, through the sale of their shareholding to Wilshire Investments LP (Wilshire), in return for an equivalent interest in Wilshire. Wilshire is currently wholly-owned by Christian Family Trust Limited, and is under the effective control of Mr Christian. The sale is subject to shareholder approval under rule 7(c) of the Takeovers Code. G3 intends to seek this approval at the Annual Shareholders' Meeting to be held on 29 September 2017. Details after relevant event Nature of relevant interest(s): (i) Power to control shares held or controlled by associated family trust (ii) beneficial owner of 100,000 shares lent to First NZ Capital Securities Limited, the market maker G3 under the NXT market rules. In both cases the relevant interests are qualified by the conditional sale agreement with Wilshire Investments LP attached (2 pages). For that relevant interest,-- (a) number held in class: 20,665,250 (b) percentage held in class: 38.918% (c) current registered holder(s): (i) JBT Trustee Limited and JDB Trustee Services Limited (20,565,250 shares) (ii) FNZ Custodians Limited (100,000 shares) (d) registered holder(s) once transfers are registered: Wilshire Investments LP Details for JBT Trustee Limited and JDB Trustee Services Nature of relevant interest(s): Registered holder of shares. The relevant interests is qualified by the conditional sale agreement with Wilshire Investments LP attached (2 pages) For that relevant interest,-- (a) number held in class: 20,565,250 (b) percentage held in class: 38.729% (c) current registered holder(s): JBT Trustee Limited and JDB Trustee Services Limited (d) registered holder(s) once transfers are registered: Not applicable Additional information Address(es) of substantial product holder(s): Level 2, 116 Harris Road, East Tamaki, Auckland 2013, New Zealand Contact details: Jason Dwight Butler, 09 307 5858, jason.butler@g3group.co.nz Nature of connection between substantial product holders: see description of relevant interests above 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: Evan Christian, Christian Family Trust Limited, Wilshire Investments LP Disclosure has effect for purposes of directors' and senior managers' disclosure Jason Dwight Butler is also a director of G3. This disclosure also constitutes disclosure for the purposes of the directors' and senior managers' disclosure obligations. Certification I, Roger Wallis, Solicitor, 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:00306866 For:GGL Type:SHINTR Time:2017-09-07 10:24:20