ADAIRS LIMITED — Major Shareholding Notification 2015

Jun 22, 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

18 Jun 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	8,308,334	8,308,334	5.01%

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.	8,308,334	Ordinary Fully Paid Shares
Goldman Sachs Asset Management Australia Pty Ltd ("GSAMA")	GSAMA has a relevant interest in 5,521,578 ordinary fully paid shares in its capacity as investment manager for a range of client portfolios.	5,521,578	Ordinary Fully Paid Shares
Goldman Sachs Australia Managed Funds Limited ("GSAMF")	GSAMF has a relevant interest in 778,422 ordinary fully paid shares in its capacity as responsible entity for the range of Goldman SachsAustraliaManagedFunds.	778,422	Ordinary Fully Paid Shares
	GSAMA has a relevant interest in 778,422 ordinary fully paid shares in its capacity as
GSAMA	investment manager for a range of Goldman Sachs Australia registered managed investment schemes	778,422	Ordinary Fully Paid Shares
	.
Goldman Sachs Australia Pty Ltd ("GSA")	GSA beneficially owns ordinary fully paid shares.	8,334	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).	2,000,000	Ordinary Fully Paid Shares

ASX Form 603

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	5,521,578	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	778,422	Ordinary Fully Paid Shares
GSI	HSBC Custody Nominees Australia Limited	GSI	2,000,000	Ordinary Fully Paid Shares
GSA	HSBC Custody Nominees Australia Limited	GSA	8,334	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	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
JP Morgan Chase Bank, Sydney	Level 35, AAP Centre, 259 George Street, 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 Sign here	Raymond Chow (signing under power of attorney in accordance with section 52 of the CorporationsAct) Capacity Authorised Person
	Date 22 Jun 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 22 Jun 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	18 Jun 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

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 22 Jun 2015

ASX Form 603

Annexure C

Holder of Relevant Interest	Date of Acquisition	Number of Securities	Total Consideration
GSAMA	6/17/2015	1,082,414	2,882,468
GSAMA	6/17/2015	264,022	700,450
GSAMF	6/17/2015	283,073	753,823
GSAMA	6/17/2015	142,288	377,490
GSAMA	6/17/2015	327,262	871,499
GSAMF	6/17/2015	123,075	326,518
GSAMA	6/17/2015	470,615	1,248,542
GSAMA	6/17/2015	607,251	1,617,109
GSAMA	6/17/2015	1,410,319	3,384,766
GSAMA	6/17/2015	791,346	1,899,230
GSAMA	6/17/2015	426,061	1,022,546
GSAMF	6/17/2015	372,274	893,458
GSA	6/17/2015	9,819,991	25,908,112
GSA	6/17/2015	10,000	N/A
GSA	6/17/2015	1,425	3,805
GSI	6/18/2015	2,000,000	N/A
GSA	6/18/2015	200,000	533,000
GSA	6/18/2015	8,334	22,085

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 22 Jun 2015