SPH Notice – Grant 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: 7 January 2019 Date last disclosure made: 29 October 2018 Date on which substantial holding ceased: 27 December 2018 Substantial product holder(s) giving disclosure Full name(s): Grant Ryan Summary of previous substantial holding Class of quoted voting products: Ordinary Shares in SLI Systems Limited Total summary for Grant Ryan For last disclosure,-- (a) total number held in class: 3,367,451 (b) total in class: 62,260,816 (c) total percentage held in class: 5.412% 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 Grant Ryan are as follows: Summary for Grant Ryan as the registered holder and beneficial owner. For last disclosure,-- (a) total number held in class: 414,335 (b) total in class: 62,260,816 (c) total percentage held in class: 0.673% 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 Grant 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% 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 Grant Ryan and Shaun 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, Grant Ryan and Shaun 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 the trust's holding of 2,953,116 shares in SLI. On 22 October 2018 Grant 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, Grant 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 414,335 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 $269,317.75 as the consideration for the 414,335 shares held by Grant Ryan and $1,919,525.40 as the consideration for the 2,953,116 shares held by the trustees of the Grant James Ryan Family Trust under the terms of the Offer, resulting in ESW becoming the registered holder and beneficial owner of 3,367,451 ordinary shares. Additional information Address of substantial product holder(s): 45 Watson Street, Akaroa, New Zealand. Nature of connection between substantial product holders: Grant Ryan holds shares in his own right and as a co-trustee of his associated 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 Shaun William Ryan Certification I, Grant 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:00329135 For:SLI Type:SHINTR Time:2019-01-07 08:30:08