SPH Notice – ESW Holdings, Inc. (ESW)

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 To NZX Limited and To SLI Systems Limited (SLI) Relevant event being disclosed: change in nature of relevant interest Date of relevant event: 7 January 2019 Date this disclosure made: 8 January 2019 Date last disclosure made: 4 January 2019 Substantial product holder(s) giving disclosure Full name(s): ESW Holdings, Inc. (ESW) Summary of substantial holding Class of quoted voting products: Ordinary shares in SLI Systems Limited (NZX Code: SLI). Summary for ESW For this disclosure,-- (a) total number held in class: 59,714,453 ordinary shares (b) total in class: 62,260,816 ordinary shares (c) total percentage held in class: 95.910% (rounded to three decimal places) For last disclosure,-- (a) total number held in class: 59,714,453 ordinary shares (b) total in class: 62,260,816 ordinary shares (c) total percentage held in class: 95.910% (rounded to three decimal places) Details of transactions and events giving rise to relevant event Details of the transactions or other events requiring disclosure: On 9 November 2018, ESW made a full cash takeover offer under the Takeovers Code to acquire all of the equity securities in SLI (the Offer). The Offer was declared unconditional in all respects on 19 December 2018. On 7 January 2019, ESW made payment of the relevant consideration in respect of valid acceptances for 39,216 ordinary shares under the terms of the Offer for an aggregate price of NZ$25,490.40, resulting in ESW becoming the registered holder and beneficial owner of these 39,216 ordinary shares and therefore in a change in the nature of ESW's relevant interest in these shares. Details after relevant event Details for ESW Nature of relevant interest: Registered holder and beneficial owner of 59,714,453 ordinary shares in SLI. For that relevant interest,-- (a) number held in class: 59,714,453 ordinary shares (b) total percentage held in class: 95.910% (rounded to three decimal places) (c) current registered holder(s): ESW (d) registered holder(s) once transfers are registered: N/A Additional information Address of substantial product holder: 401 Congress Avenue, Suite 2650, Austin Texas 78701. Contact details: Phil Trench, +1 315.726.1354, phil.trench@eswcapital.com 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: N/A Certification I, Phil Trench, 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:00329193 For:SLI Type:SHINTR Time:2019-01-08 08:35:26