SPH Notice – TIL Logistics Group Limited

Disclosure of beginning to have substantial holding Section 276, Financial Markets Conduct Act 2013 To NZX Limited and To TIL Logistics Group Limited (NZX:TLL) Date this disclosure made: 8 October 2018 Date on which substantial holding began: 8 October 2018 Substantial product holder(s) giving disclosure Full name(s): TIL Logistics Group Limited ("TIL Logistics") Summary of substantial holding Class of quoted voting products: Ordinary shares Summary for TIL Logistics Group Limited For this disclosure,-- (a) total number held in class: 60,708,772 (b) total in class: 82,507,548 (c) total percentage held in class: 73.580% Details of relevant interests Details for TIL Logistics Group Limited Nature of relevant interest(s): Power to control the disposal of ordinary shares in TIL Logistics pursuant to: (a) an escrow deed between TIL Logistics and Bowker Holdings 99 Limited dated 8 October 2018 (copy attached, 3 pages); and (b) an escrow deed between TIL Logistics and Kern Group (Logistics) Group Limited, Kern Group Pty Limited and Kern Consulting Group Superfund dated 8 October 2018 (copy attached, 3 pages). For that relevant interest,-- (a) number held in class: 60,708,772 (b) percentage held in class: 73.580% (c) current registered holder(s): (a) Bowker Holdings 99 Limited (67,134,749 shares); (b) Kern Group (Logistics) Group Limited (5,236,643 shares); (c) Kern Group Pty Limited (186,937 shares); and (d) Kern Consulting Group Superfund (150,443 shares) (d) registered holder(s) once transfers are registered: Not applicable Details of transactions and events giving rise to substantial holding Details of the transactions or other events requiring disclosure: Bowker Holdings 99 Limited and Kern Group (Logistics) Pty Limited have advised TIL Logistics that they intend to undertake a sale of up to 12,000,000 ordinary shares in TIL Logistics ("Sale Shares"), representing approximately 14.54% of all TIL Logistics ordinary shares by way of a bookbuild process managed by Woodward Partners. In connection with this proposed sale, each of Bowker Holdings 99 Limited and Kern Group (Logistics) Pty Limited (and entities associated with Gregory James Kern, being Kern Group Pty Limited and Kern Consulting Group Superfund) have entered into escrow deeds with TIL Logistics under which they undertake not to sell, transfer or otherwise dispose of any legal or beneficial interest in any ordinary shares held by them in TIL Logistics (other than the Sale Shares) until the trading day immediately after the date on which TIL Logistics' results for the half year ending 31 December 2018 are released to NZX except as permitted by the escrow deeds, including where consented to by the independent directors of TIL Logistics Group Limited. End CA:00324992 For:TLL Type:SHINTR Time:2018-10-08 09:28:53