SPH Notice – Agria Shareholders

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 PGG Wrightson Limited (PGW) Relevant event being disclosed: A movement of 1% or more in the substantial holding and a change in nature of relevant interest. Date of relevant event: 14 December 2018 Date this disclosure made: 17 December 2018 Date last disclosure made: 28 June 2011 Substantial product holder(s) giving disclosure Full name(s): - Agria Group Limited - Agria Corporation (together Agria Group) - Agria Asia Investments Limited (Agria Asia Investments) - Agria (Singapore) Pte Ltd (Agria Singapore) - New Hope International (Hong Kong) Limited (New Hope) - New Hope Group Co., Ltd (together, Agria Shareholders) Summary of substantial holding Class of quoted voting products: Ordinary shares Summary for Agria Shareholders For this disclosure,-- (a) total number held in class: 351,633,994 (b) total in class: 754,848,774 (c) total percentage held in class: 46.583% For last disclosure,-- (a) total number held in class: 379,068,619 (b) total in class: 757,985,639 (c) total percentage held in class: 50.01% Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: Prior to the event discussed below, each of Agria Group Limited, New Hope and Ngai Tahu Capital Limited (Ngai Tahu) (together, the Shareholders) were parties to the shareholders agreement dated 17 April 2011 in relation to their shareholding in Agria Asia Investments (Shareholders Agreement). Agria Asia Investments holds all of the shares in Agria Singapore, which, prior to the event, held 379,068,619 ordinary shares in PGW (being 50.218% of the shares on issue in PGW). The Shareholders agreed that Ngai Tahu would exit its investment in Agria Asia (with Agria Asia acquiring the shares in Agria Asia held by Ngai Tahu) and cease to be a party to the Shareholders Agreement, and in exchange, Ngai Tahu would be transferred 3.634% of the ordinary shares in PGW currently held by Agria Singapore (an amount intended to represent the indirect holding Ngai Tahu held through its shareholding in Agria Asia Investments). The effect of this was a reduction of more than 1% in the substantial holding and a change in the nature of that holding. (a) Agria Singapore transferred 27,434,625 of the ordinary shares it held in PGW (constituting 3.634% of the ordinary shares on issue in PGW) to Agria Asia Investments (PGW-NT Shares); (b) Ngai Tahu ceased to be a party to and have any other rights and obligations under the Shareholder Agreement; (c) Ngai Tahu procured that the directors appointed by it to the boards of Agria Singapore and Agria Asia Investments signed and delivered letters of resignation from those boards; (d) Ngai Tahu transferred all of the shares it held in Agria Asia Investments to Agria Asia Investments (AAIL-NT Shares); (e) Agria Asia Investments transferred the PGW-NT Shares to Ngai Tahu; (f) Agria Asia Investments cancelled the AAIL-NT Shares. The transaction was effected as set out in the implementation letter dated 14 December 2018 (Implementation letter), which accompanies this notice. In general terms, the effect of the transaction is that: - Agria Singapore reduced its holding in PGW from 50.218% to 46.583%. - Ngai Tahu exited its indirect holding in PGW (through its holding in Agria Asia Investments, which holds all of the shares in Agria Singapore) and acquired a direct holding in 3.634% of the shares in PGW. No other consideration was exchanged in connection with the transaction. The purpose of the transaction is to permit Ngai Tahu to exit its interest in the joint venture and to instead hold its interest in PGW directly. The transaction was effected in reliance on the Takeovers Code (PGG Wrightson Limited) Exemption Notice 2018. Details after relevant event Details for Agria Group, New Hope, New Hope Group Co., Ltd, Agria Asia Investments, and Agria Singapore. Nature of relevant interest(s): Agria Singapore directly holds the below shares in PGW. Agria Asia Investments holds all of the shares in Agria Singapore. Agria Group Limited holds 87.120% of the shares in Agria Asia Investments, and New Hope holds 12.880% of the shares in Agria Asia Investments. For that relevant interest,-- (a) number held in class: 351,633,994; (b) percentage held in class: 46.583%; (c) current registered holder(s): Agria Singapore as to 379,0688,619 shares; (d) registered holder(s) once transfers are registered: - Agria Singapore as to 351,633,994 shares; and - Ngai Tahu as to 27,434,625 shares. Additional information Address(es) of substantial product holder(s): Address of Agria Singapore, Agria Asia Investments Limited, Agria Group Limited, Agria Corporation: c/- Latham & Watkins LLP Unit 2318, China World Trade Office 2 1 Jian Guo Men Wai Avenue Beijing 100004 Peoples Republic of China. Address of New Hope Group Co., Ltd: No. 9 Newhope Road, Chendu 610064, China. Address of New Hope International (Hong Kong) Limited: Suite 2508, West Tower, LG Twin Towers, Jianguomenwai Avenue, Chaoyang District, Beijing, China. Contact details: John Fulton, john.fulton@agriacorp.com Nature of connection between substantial product holders: Prior the transaction each of the parties hold indirect interest in PGW shares through Agria Singapore (as discussed in greater detail above). After the transaction, with the exception of Ngai Tahu, which has ceased to be an investor in Agria Asia Investments, the remaining parties continue to hold indirect interests in PGW shares through Agria Singapore 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: Ngai Tahu Capital Limited Certification I, John Graham Fulton, 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:00328478 For:PGW Type:SHINTR Time:2018-12-17 09:16:28