ADAIRS LIMITED — Major Shareholding Notification 2015

Sep 21, 2015

ASX Form 603

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial shareholder

To Company Name/Scheme

ADAIRS LIMITED

ACN 147 375 451

1. Details of substantial holder

Name The Goldman Sachs Group, Inc. (“GSGI”) on behalf of itself and its subsidiaries (“Goldman Sachs Group”) including its significant subsidiaries listed in Annexure A (“Significant Subsidiaries”) and Goldman Sachs Holdings ANZ Pty Limited and its subsidiaries (“Goldman Sachs Australia Group”).

ACN/ARSN (if applicable)

Not applicable

The holder became a substantial holder on

17 Sep 2015

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

holder are as follows:
Class of securities	Number of securities	Persons’ votes	Voting power
Ordinary Fully Paid Shares	8,698,193	8,698,193	5.24%

3. Details of relevant interests

The nature of the relevant interest the substantial holder had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest	Class and number of securities	Class and number of securities
The Goldman Sachs Group Inc (“GSGI”)	GSGI has a relevant interest in ordinary fully paid shares by virtue of section 608(3) of the CorporationsAct2001.	8,698,193	Ordinary Fully Paid Shares
Goldman Sachs Asset Management Australia Pty Ltd ("GSAMA")	GSAMA has a relevant interest in 7,267,027 ordinary fully paid shares in its capacity as investment manager for a range of client portfolios.	7,267,027	Ordinary Fully Paid Shares
Goldman Sachs Australia Managed Funds Limited ("GSAMF")	GSAMF has a relevant interest in 1,101,478 ordinary fully paid shares in its capacity as responsible entity for the range of Goldman SachsAustraliaManagedFunds.	1,101,478	Ordinary Fully Paid Shares
	GSAMA has a relevant interest in 1,101,478 ordinary fully paid shares in its capacity as
GSAMA	investment manager for a range of Goldman Sachs Australia registered managed investment schemes	1,101,478	Ordinary Fully Paid Shares
	.
Goldman Sachs Australia Pty Ltd ("GSA")	GSA beneficially owns ordinary fully paid shares.	148,688	Ordinary Fully Paid Shares
Goldman Sachs International (“GSI”)	Holder of ordinary fully paid shares subject to an obligation to return under the securities lending agreements (see Annexure B).	181,000	Ordinary Fully Paid Shares

ASX Form 603

Holder of relevant interest	Nature of relevant interest	Class and number of securities	Class and number of securities
GSI	Holder of shares subject to an obligation to return under a securities lending agreement with GSA (see Annexure B).	148,688	Ordinary Fully Paid Shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Class and	number of securities
GSAMA	JP Morgan Chase Bank, Sydney	Various clients	7,267,027	Ordinary Fully Paid Shares
GSAMF GSAMA	RBC Dexia Investor Services Australia Pty Limited	GSAMF as the responsible entity for the range of Goldman Sachs Australia registered managed investment schemes	1,101,478	Ordinary Fully Paid Shares
GSI	HSBC Custody Nominees Australia Limited	GSI	329,688	Ordinary Fully Paid Shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of Relevant Interest	Date of Acquisition	Number of Securities	Total Consideration
Please refer to Annexure C.

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN (if applicable)	Nature of association
N/A	N/A

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
GSGI	Corporation Trust Center, 1209 Orange Street, Wilmington DE 19801, USA
GSAMA	Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia
GSAMF	Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia
GSI	Peterborough Court, 133 Fleet Street, London EC4A 2BB, United Kingdom
GSA	Level 17, 101 Collins Street, Melbourne, Victoria 3000, Australia
Goldman Sachs & Co. ("GSCO")	200 West Street, New York, NY 10282, USA
JP Morgan Chase Bank, Sydney	Level 16, 85 Castlereagh Street, Sydney NSW 2000 Australia
RBC Dexia Investor Services Australia Pty Limited	2 Park Street, Level 17, Sydney, NSW 2000, Australia
HSBC Custody Nominees Australia Limited	GPO Box 5302, Sydney NSW 2001, Australia

ASX Form 603

Signature

Print name Raymond Chow Capacity Authorised Person (signing under power of attorney in accordance with section 52 of the Corporations Act) Sign here Date 21 Sep 2015

ASX Form 603

Annexure A

Significant Subsidiaries of The Goldman Sachs Group, Inc.

The following are significant subsidiaries of The Goldman Sachs Group, Inc. as of December 31, 2014 and the states or jurisdictions in which they are organized. Indentation indicates the principal parent of each subsidiary. The Goldman Sachs Group, Inc. owns, directly or indirectly, at least 99% of the voting securities of substantially all of the subsidiaries included below. The names of particular subsidiaries have been omitted because, considered in the aggregate as a single subsidiary, they would not constitute, as of the end of the year covered by this report, a “significant subsidiary” as that term is defined in Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934.

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ASX Form 603

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THE GOLDMAN SACHS GROUP, INC AND ITS SUBSIDIARIES

Signature

print name Raymond Chow capacity Authorised Person (signing under power of attorney in accordance with section 52 of the Corporations Act) sign here date 21 Sep 2015

ASX Form 603

Annexure B

This is Annexure B referred to in the Form 603: Notice of initial substantial shareholder issued by The Goldman Sachs Group, Inc. and its subsidiaries.

The following is description of the securities lending agreements referenced in the accompanying Form 603:

Type of agreement	Overseas Securities Lender’s Agreement
Parties to agreement	Goldman Sachs International (the “Borrower”); JPMorgan Chase Bank, N.A. (the“Lender”)
Transfer date	10 September 2015
Holder of voting rights	Securities Borrower, Goldman Sachs International
Are there any restrictions on voting rights?Yes/no If yes, detail	Yes. The Borrower holding the securities will use its best endeavours to arrange for the voting rights attached to such securities to be exercised in accordance with the instruction of the Lender upon receiving thewritten notification fromtheLender.
Scheduled return date(if any)	N/A
Does the borrower have the right to return early?Yes/no Ifyes, detail	Yes, the borrower may return borrowed securities upon giving notice
Does the lender have the right to recall early?Yes/no Ifyes, detail	Yes, the lender may recall lent securities upon giving notice.
Will the securities be returned on settlement?Yes/no Ifyes, detail anyexceptions	Yes
Type of agreement	Australian Master Securities Lending Agreement
Parties to agreement	Goldman Sachs International (the “Borrower”); Goldman Sachs Australia Pty Ltd (the “Lender”)
Transfer date	24 Jun 2015 – 11 Sep 2015
Holder of voting rights	Securities Borrower, Goldman Sachs International
Are there any restrictions on voting rights?Yes/no Ifyes, detail	No
Scheduled return date (if any)	N/A
Does the borrower have the right to return early?Yes/no Ifyes, detail	Yes, the borrower may return borrowed securities upon giving notice
Does the lender have the right to recall early?Yes/no Ifyes, detail	Yes, the lender may recall lent securities upon giving notice
Will the securities be returned on settlement?Yes/no Ifyes, detail anyexceptions	Yes

ASX Form 603

A copy of the agreements will be provided to Adairs Limited or the Australian Securities and Investments Commission upon request.

Signature

print name sign here	Raymond Chow (signing under power of attorney in accordance with section 52 of the Corporations Act) capacity Authorised Person
	date 21 Sep 2015

ASX Form 603

Annexure C

Holder of Relevant Interest	Date of Acquisition	Number of Securities	Total Consideration
GSAMA	06/17/15	1,410,319	3,384,766
GSAMA	06/17/15	1,082,414	2,882,468
GSAMA	06/17/15	791,346	1,899,230
GSAMA	06/17/15	607,251	1,617,109
GSAMA	06/17/15	470,615	1,248,542
GSAMA	06/17/15	426,061	1,022,546
GSAMF	06/17/15	372,274	893,458
GSAMA	06/17/15	327,262	871,499
GSAMF	06/17/15	283,073	753,823
GSAMA	06/17/15	264,022	700,450
GSAMA	06/17/15	142,288	377,490
GSAMF	06/17/15	123,075	326,518
GSI	06/24/15	23,524	N/A
GSI	06/25/15	200,000	N/A
GSCO	06/25/15	200,000	N/A
GSA	06/25/15	23,524	N/A
GSCO	06/26/15	218,433	N/A
GSI	06/26/15	155,933	N/A
GSI	06/26/15	62,500	N/A
GSI	06/29/15	100,310	N/A
GSCO	06/29/15	100,310	N/A
GSI	06/30/15	63,979	N/A
GSCO	06/30/15	63,979	N/A
GSI	07/02/15	134,597	N/A
GSA	07/03/15	33	N/A
GSA	07/08/15	3,041	N/A
GSA	07/09/15	33,670	N/A
GSA	07/10/15	27,464	N/A
GSA	07/13/15	5,943	N/A
GSA	07/14/15	17,779	N/A
GSA	07/15/15	1,810	N/A
GSA	07/17/15	44,857	N/A
GSI	08/13/15	23,278	N/A
GSA	08/14/15	7,215	20,860
GSA	08/14/15	336	974
GSA	08/14/15	12,480	N/A
GSA	08/17/15	7,616	22,008
GSA	08/17/15	4,157	N/A
GSA	08/18/15	19,782	57,283
GSA	08/18/15	7	20
GSI	08/18/15	910	N/A
GSA	08/19/15	33,927	98,441
GSI	08/19/15	7,616	N/A
GSA	08/20/15	56,458	164,753
GSA	08/20/15	6	17
GSI	08/20/15	19,789	N/A
GSA	08/21/15	32,472	93,679
GSI	08/21/15	33,927	N/A
GSA	08/24/15	26,771	74,210
GSI	08/24/15	56,464	N/A

ASX Form 603

Holder of Relevant Interest	Date of Acquisition	Number of Securities	Total Consideration
GSA	08/25/15	54,098	149,260
GSI	08/25/15	32,472	N/A
GSI	08/26/15	26,771	N/A
GSI	08/27/15	54,098	N/A
GSAMA	09/09/15	117,798	308,631
GSAMA	09/09/15	66,217	173,489
GSAMA	09/09/15	35,710	93,560
GSAMF	09/09/15	30,275	79,321
GSA	09/09/15	3,449	N/A
GSAMA	09/10/15	179	454
GSAMA	09/10/15	101	256
GSAMA	09/10/15	54	137
GSAMF	09/10/15	46	117
GSAMF	09/10/15	22	56
GSI	09/10/15	181,000	N/A
GSA	09/10/15	4,532	N/A
GSAMA	09/11/15	1,524	3,818
GSAMA	09/11/15	856	2,144
GSAMA	09/11/15	462	1,157
GSAMF	09/11/15	392	982
GSAMF	09/11/15	192	481
GSA	09/11/15	33,927	N/A
GSA	09/11/15	26,771	N/A
GSA	09/11/15	20,411	N/A
GSA	09/11/15	910	N/A
GSAMA	09/14/15	190,004	476,910
GSAMA	09/14/15	106,807	268,086
GSAMA	09/14/15	57,598	144,571
GSAMF	09/14/15	48,833	122,571
GSAMF	09/14/15	23,899	59,986
GSAMA	09/17/15	626,256	1,590,690
GSAMA	09/17/15	352,037	894,174
GSAMA	09/17/15	189,846	482,209
GSAMF	09/17/15	160,953	408,821
GSAMF	09/17/15	78,773	200,083
Signature

print name Raymond Chow capacity Authorised Person (signing under power of attorney in accordance with section 52 of the Corporations Act) sign here date 21 Sep 2015