Change in SLI directors, CEO and CFO

27 December 2018 Change in SLI directors, CEO and CFO SLI Systems Limited (NZX: SLI) (SLI) is the subject of a full takeover offer by ESW Holdings Inc (ESW) under the Takeovers Code to acquire all of ordinary shares and unlisted options in SLI (the Offer). On 19 December 2018 ESW declared its Offer unconditional. As a consequence of the Offer going unconditional and in anticipation of ESW acquiring legal title to more than 90% of the ordinary shares in SLI on 27 December 2018 (the Acquisition Date), SLI advises that: o Andy Tryba, Andrew Price, and Bharati Kommineni have been appointed as directors of SLI by SLI's board with effect from the Acquisition Date. For the purposes of Listing Rule 3.3.3(b), the Board has determined that Andy Tryba, Andrew Price, and Bharati Kommineni are not "Independent Directors"; o Andy Lark, Shaun Ryan, Steven Marder and Chris Brennan have resigned as directors of the Company with effect from the Acquisition Date; o Chief Executive Officer, Chris Brennan's and Chief Financial Officer, Rod Garrett's employment will be terminated on a date to be agreed; and o Andy Tryba has been appointed as Chief Executive Officer of SLI with effect on and from the Acquisition Date. It is expected that ESW will exercise its compulsory acquisition rights under Part 7 of the Takeovers Code to acquire all of the equity securities in SLI. SLI intends to, on or about that date, make a request to NZX to suspend SLI's shares from trading and to delist from the NZX. For further information please contact: Greg Cross Chairman SLI Systems Limited About SLI Systems SLI Systems (SLI.NZ) accelerates e-commerce for the world's top retailers by converting shoppers into buyers, maximising order values and generating more traffic. The SLI Product Discovery Suite(TM) uses sophisticated machine learning to predict what each shopper is most likely to buy right now, and includes solutions for improving site search, navigation, mobile, merchandising, recommendations and SEO. The SLI Commerce Console(TM) organises key sales insight and tuning capabilities into one easy-to-use control centre. For 17 years, established brands have trusted SLI Systems to deliver innovative features, knowledgeable service, and reliable SaaS-based infrastructure, that delights customers and increases revenue. SLI Systems operates on five continents, supports 20 languages, and is a leader among cloud-based site search providers to U.S. Internet Retailer Top 1000 retailers. SLI listed on NZX in May 2013. For more information, visit www.sli-systems.com. End CA:00328925 For:SLI Type:ADMIN Time:2018-12-27 08:59:41