SPH Notice – James Ramsay, Nerida Joy Ramsay & RMY Trustees

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 TIL Logistics Group Limited (NZX: TLL) Relevant event being disclosed: Movement of 1% or more in substantial holding and change in nature of relevant interest Date of relevant event: 30 November 2018 Date this disclosure made: 30 November 2018 Date last disclosure made: 10 October 2018 Substantial product holder(s) giving disclosure Full name(s): James Ramsay, Nerida Joy Ramsay and RMY Trustees (2010) Limited ("Ramsay Trustees") Summary of substantial holding Class of quoted voting products: Ordinary shares Summary for Ramsay Trustees For this disclosure,-- (a) total number held in class: 58,770,836 (b) total in class: 85,174,215 (c) total percentage held in class: 69.001% For last disclosure,-- (a) total number held in class: 66,016,907 (b) total in class: 82,507,548 (c) total percentage held in class: 80.013% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: On 30 November 2018 Bowker Holdings 99 Limited ("Bowker Holdings") undertook an in specie distribution to its shareholders (which include the Ramsay Trustees, Hooker Bros. Investments Limited and Hooker Bros. (1989) Limited ("Hooker Bros. Entities")) of all of the ordinary shares held by Bowker Holdings in TIL Logistics Group Limited ("TIL Logistics"). As a result: a) a total of 2,157,256 ordinary shares in TIL Logistics were transferred from Bowker Holdings to the Ramsay Trustees; b) the Hooker Bros. Entities are now the registered holders of a total of 55,262,522 ordinary shares in TIL Logistics (prior to the in specie distribution Hooker Bros. Investments and Hooker Bros. (1989) each had a relevant interest in the financial products of TIL Logistics held by Bowker Holdings as they each have the power to exercise the right to vote attached to 20% or more of the voting rights of Bowker Holdings); c) each of the Hooker Bros. Entities' substantial holding in TIL Logistics has decreased by more than 1% as they no longer have a relevant interest in all the financial products of TIL Logistics previously held by Bowker Holdings; and d) Bowker Holdings no longer holds any ordinary shares in TIL Logistics. Details after relevant event Details for Ramsay Trustees Nature of relevant interest(s): Registered holders and beneficial owners (jointly), in their capacity as trustees of the James Ramsay Family Trust, of ordinary shares in TIL Logistics For that relevant interest,-- (a) number held in class: 1,754,157 (b) percentage held in class: 2.059% (c) current registered holder(s): (a) Ramsay Trustees (675,529 ordinary shares); (b) Bowker Holdings (1,078,628 ordinary shares) (d) registered holder(s) once transfers are registered: Ramsay Trustees Details for Ramsay Trustees Nature of relevant interest(s): Registered holders and beneficial owners (jointly), in their capacity as trustees of the Nerida Joy Ramsay Family Trust, of ordinary shares in TIL Logistics For that relevant interest,-- (a) number held in class: 1,754,157 (b) percentage held in class: 2.059% (c) current registered holder(s): (a) Ramsay Trustees (675,529 ordinary shares); (b) Bowker Holdings (1,078,628 ordinary shares) (d) registered holder(s) once transfers are registered: Ramsay Trustees Details for Ramsay Trustees Nature of relevant interest(s): The Ramsay Trustees have the power to exercise the right to vote attached to (i) 10% of the voting rights of each of the Hooker Bros. Entities in their capacity as trustees of the James Ramsay Family Trust, and (ii) a further 10% of the voting rights in their capacity as trustees of the Nerida Joy Ramsay Family Trust. Accordingly, the Ramsay Trustees have, in aggregate, the power to exercise the right to vote attached to 20% or more of the voting rights of each of the Hooker Bros. Entities, resulting in the Ramsay Trustees having a relevant interest in the financial products of TIL Logistics held by each of the Hooker Bros. Entities. For that relevant interest,-- (a) number held in class: 55,262,522 (b) percentage held in class: 64.882% (c) current registered holder(s): Bowker Holdings (d) registered holder(s) once transfers are registered: (a) Hooker Bros. Investments: 29,529,277 ordinary shares; (b) Hooker Bros. (1989): 25,733,245 ordinary shares Additional information Address(es) of substantial product holder(s): 2/1 Sackville Street, New Plymouth, 4312 Contact details: Jim Ramsay, (06) 755 9990, jim.ramsay@til.kiwi 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: TIL Logistics Group Limited; Bowker Holdings 99 Limited; Hooker Bros. Investments Limited; Hooker Bros. (1989) Limited; Alan Paul Terris; Kevin Garnet Smith; Kaylene Stewart, Larry Stewart and SR Taranaki Trustees Limited; Gregory Peter Whitham Disclosure has effect for purposes of directors' and senior managers' disclosure James Ramsay is also a director of TIL Logistics Group Limited. This disclosure also constitutes disclosure for the purposes of the directors' and senior managers' disclosure obligations. Certification I, James Ramsay, 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:00327696 For:TLL Type:SHINTR Time:2018-12-03 08:30:34