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 277 and 278, Financial Markets Conduct Act 2013 Note: This form must be completed in accordance with the instructions at the end of the form. To: NZX Limited and To: Rubicon Limited Relevant event being disclosed: Movement of 1% Date of relevant event: 12 December 2017 Date this disclosure made: 13 December 2017 Date last disclosure made: 8 December 2017 Substantial product holder(s) giving disclosure Full name(s): Sandell Asset Management Corp. Summary of substantial holding Class of quoted voting products: Ordinary Shares Summary for: Sandell Asset Management Corp. For this disclosure,-- (a) total number held in class: 22,032,011 (b) total in class: 487,908,343 (c) total percentage held in class: 4.52% For last disclosure,-- (a) total number held in class: 29,271,989 (b) total in class: 487,908,343 (c) total percentage held in class: 6.00% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: The sale of a beneficial interest in 7,239,978 ordinary shares by Castlerigg Master Investments, Ltd. at $0.1952 per share on between 8 December 2017 and 12 December 2017. Details after relevant event Details for: Sandell Asset Management Corp. Nature of relevant interest(s): Sandell Asset Management Corp. ("SAMC") is the investment manager of Castlerigg Master Investments, Ltd. ("CMI"). Pursuant to investment management agreements with CMI, SAMC has the power to control the acquisition, disposition or voting of the 22,032,011 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: 22,032,011 (b) percentage held in class: 4.52% (c) current registered holder(s): HSBC Nominees (New Zealand) Limited (d) registered holder(s) once transfers are registered: no change 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(es) of substantial product holder(s): 540 Madison Avenue, 36th Floor New York, NY 10022, USA Contact details: Triet Leminh +1 212 603 5816 tleminh@sandellmgmt.com Nature of connection between substantial product holders: N/A 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: Castlerigg Master Investments, Ltd. Certification I, Triet Leminh, 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:00311892 For:RBC Type:SHINTR Time:2017-12-14 08:30:16