SPH Notice – Shaun Ryan

Disclosure of ceasing to have substantial holding Sections 279, Financial Markets Conduct Act 2013 To NZX Limited And To SLI Systems Limited Date this disclosure made: 4 January 2019 Date last disclosure made: 26 October 2018 Date on which substantial holding ceased: 27 December 2018 Substantial product holder(s) giving disclosure Full name(s): Shaun Ryan Summary of previous substantial holding Class of quoted voting products: Ordinary Shares in SLI Systems Limited Total summary for Shaun Ryan For last disclosure,-- (a) total number held in class: 6,744,376 (b) total in class: 62,260,816 (c) total percentage held in class: 10.829% For current holding after ceasing to have a substantial holding,-- (a) total number held in class: - (b) total in class: 62,260,816 (c) total percentage held in class: 0.000% Summaries of the individual holdings of Shaun Ryan are as follows: Summary for Shaun Ryan as the registered holder and beneficial owner. For last disclosure,-- (a) total number held in class: 810,000 (b) total in class: 62,260,816 (c) total percentage held in class: 1.300% For current holding after ceasing to have a substantial holding,-- (a) total number held in class: - (b) total in class: 62,260,816 (c) total percentage held in class: 0.000% Summary for Shaun Ryan as the registered holder and co-trustee of the Shaun W Ryan Family Trust with joint power to acquire/dispose/vote securities held. For last disclosure,-- (a) total number held in class: 2,430,000 (b) total in class: 62,260,816 (c) total percentage held in class: 3.902% For current holding after ceasing to have a substantial holding,-- (a) total number held in class: - (b) total in class: 62,260,816 (c) total percentage held in class: 0.000% Summary for Shaun Ryan as the registered holder and co-trustee of the Grant James Ryan Family Trust with joint power to acquire/dispose/vote securities held. For last disclosure,-- (a) total number held in class: 2,953,116 (b) total in class: 62,260,816 (c) total percentage held in class: 4.742% For current holding after ceasing to have a substantial holding,-- (a) total number held in class: - (b) total in class: 62,260,816 (c) total percentage held in class: 0.000% Summary for Shaun Ryan as the registered holder and co-trustee of the J&I Ryan Family Trust with joint power to acquire/dispose/vote securities held. For last disclosure,-- (a) total number held in class: 551,260 (b) total in class: 62,260,816 (c) total percentage held in class: 0.880% For current holding after ceasing to have a substantial holding,-- (a) total number held in class: - (b) total in class: 62,260,816 (c) total percentage held in class: 0.000% Details of transactions and events giving rise to ceasing of substantial holding Details of the transactions or other events requiring disclosure: On 22 October 2018 Shaun Ryan and Grant Ryan as trustees of the Grant James Ryan Family Trust entered into a sale agreement with ESW Holdings, Inc (ESW) in relation to a proposed full takeover offer for all of the ordinary shares in SLI Systems Limited (SLI). Under that agreement, Shaun Ryan and Grant Ryan as trustees of the Grant James Ryan Family Trust agreed to accept the conditional full takeover offer for all of the ordinary shares in SLI proposed by ESW in respect of their holding of 2,953,116 shares in SLI. On 22 October 2018 Shaun Ryan and Katherine Ryan as trustees of the Shaun W Ryan Family Trust entered into a sale agreement with ESW in relation to a proposed full takeover offer for all of the ordinary shares in SLI. Under that agreement, Shaun Ryan and Katherine Ryan as trustees of the Shaun W Ryan Family Trust agreed to accept the conditional full takeover offer for all of the ordinary shares in SLI proposed by ESW in respect of their holding of 2,430,000 shares in SLI. On 22 October 2018 Shaun Ryan entered into a sale agreement with ESW in relation to a proposed full takeover offer for all of the ordinary shares in SLI. Under that agreement, Shaun Ryan agreed to accept the conditional full takeover offer for all of the ordinary shares in SLI proposed by ESW in respect of his holding of 810,000 shares in SLI. On 22 October 2018 Shaun Ryan, James Ryan and Irene Ryan as trustees of the J&I Ryan Family Trust entered into a sale agreement with ESW in relation to a proposed full takeover offer for all of the ordinary shares in SLI. Under that agreement, Shaun Ryan, James Ryan and Irene Ryan as trustees of the J&I Ryan Family Trust agreed to accept the conditional full takeover offer for all of the ordinary shares in SLI proposed by ESW in respect of their holding of 551,260 shares in SLI. On 9 November 2018, ESW made a full cash takeover offer under the Takeovers Code to acquire all of the equity securities in SLI at a price of $0.65 per share (the Offer). The Offer was declared unconditional in all respects on 19 December 2018. On 27 December 2018, ESW made payment of the consideration set out in the table below, resulting in ESW becoming the registered holder and beneficial owner of 6,744,376 ordinary shares: Attached Additional information Address of substantial product holder(s): 331 Ashgrove Terrace, Somerfield, Christchurch. Nature of connection between substantial product holders: Shaun Ryan holds shares in his own right and as a co-trustee of his associated family trust, his brother's family trust, and his parent's family trust 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: ESW Holdings, Inc and Grant James Ryan. Disclosure has effect for purposes of directors' and senior managers' disclosure Shaun Ryan was also a director of SLI Systems Limited until 27 December 2018. This disclosure also constitutes disclosure for the purposes of directors' and senior managers' disclosure obligations. Certification I, Shaun Ryan, 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:00329129 For:SLI Type:SHINTR Time:2019-01-04 14:40:31