SPH Notice – Sandell Asset Management Corp.

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest or both Sections 23 and 24, Securities Markets Act 1988 Relevant event being disclosed: Disclosure of movement of 1% or more in substantial holding & change in nature of relevant interest Date of relevant event: 25 September 2017 To: New Zealand Stock Exchange And: Rubicon Limited Date this disclosure made: 26 September 2017 Date last disclosure made: 7 September 2017 Substantial security holder(s) giving disclosure Name(s): Sandell Asset Management Corp. Contact details: c/o Triet Leminh Sandell Asset Management Corp. 2200 Corporate Blvd NW, Suite 220 Boca Raton, FL 33431 +1 212 603 5816; tleminh@sandellmgmt.com Summary of substantial holding to which disclosure relates Class of listed voting securities: Ordinary Summary for: Sandell Asset Management Corp. For this disclosure,-- (a) total number held in class: 34,502,835 (b) total in class: 487,908,343 (c) total percentage held in class: 7.07% For last disclosure,-- (a) total number held in class: 35,991,385 (b) total in class: 487,908,343 (c) total percentage held in class: 7.38% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure under the instructions to this form: The sale of a beneficial interest in 950,000 shares by Castlerigg Master Investments, Ltd. at $0.19 per share on 22 September 2017 and the sale of a beneficial interest in 490,000 shares by Castlerigg Master Investments, Ltd. at $0.19 per share on 25 September 2017. Details of relevant interests in substantial holding after relevant event Details for: Sandell Asset Management Corp. Nature of relevant interest(s): SAMC is the investment manager of CMI. Pursuant to investment management agreements with CMI, SAMC has the power to control the acquisition, disposition or voting of the 34,502,835 ordinary shares in Rubicon Limited beneficially owned by CMI. The investment management agreement with CMI grants SAMC the power to (i) invest the assets of CMI directly, (ii) provide research and analysis and direct the formulation of investment policies of CMI, (iii) do any and all acts it deems necessary or advisable in connection with the maintenance and administration of CMI, and (iv) exercise all rights of CMI (including the voting of securities and other similar matters). The relevant interest arising under the investment management agreement arises only from the powers of investment contained in the investment management agreement. For that relevant interest, (a) number held in class: 34,502,835 (b) percentage held in class: 7.07% (c) current registered holder(s) of securities: HSBC Nominees (New Zealand) Limited (d) registered holder(s) of securities once transfers registered: No change Additional information Nature of connection between substantial security holders: N/A Address(es) of substantial security holder(s): c/o Triet Leminh Sandell Asset Management Corp. 2200 Corporate Blvd NW, Suite 220 Boca Raton, FL 33431 +1 212 603 5816; tleminh@sandellmgmt.com Name of any other person believed to have given, or believed to be required to give, a disclosure under the Act in relation to the securities to which this disclosure relates: Castlerigg Master Investments, Ltd. Declaration I, Triet Leminh, declare 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:00307848 For:RBC Type:SHINTR Time:2017-09-27 08:42:59