ARC FUNDS LIMITED — Major Shareholding Notification 2017

Nov 1, 2017

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001

Section 671B

Notice of change of interest of substantial holder

To: Company Name/ Scheme Namoi Cotton Limited (NAM)

ACN/ARSN

010 485 588

1. Details of substantial holder(1)

Australian Rural Capital Limited (ARC)

Name ACN/ARSN (if applicable) 001 746 710 There was a change in the interests of the substantial holder on 01/11/2017 The previous notice was given to the company on 12/10/2017 The previous notice was 12/10/2017 dated

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

ompanyor scheme, are as follows:
	Previous notice		Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Ordinary Shares	12,000,249	12.34%	12,000,249	10.62%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, relevant interests of the substantial shareholder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

r scheme are as follows:
Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
01/11/2017	Australian Rural Capital Limited	Further issuance of ordinary shares by Namoi Cotton Limited following the exercise of a conversion right by holders of Residual Capital Stock in accordance with the terms of the Residual Capital Stock, resulting in a reduction in ARC’s voting power	Not Applicable	Not Applicable	Not Applicable

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Australian Rural Capital Limited	Australian Rural Capital Limited	Australian Rural Capital Limited	Registered Holder	12,000,249 Ordinary Shares	12,000,249

111685401/WLOASIC/SMASLA

604 page 2/2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN (if applicable)	Nature of association
Not Applicable

6. Addresses

The addresses of the person named in this form are as follows:

Addresses he addresses of theperson named in this form are as follows:
Name	Address
Australian Rural Capital Limited	c/- Broadley Rees Hogan, Level 24, 111 Eagle Street, BRISBANE, QLD, AUSTRALIA, 4000

Signature

print name Chris Lobb capacity Company Secretary sign here date 2 November 2017

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

(2)

(3)

• (4)

(5)

(6)

• See the definition of “associate” in section 9 of the Corporations Act 2001.

• See the definition of “relevant interest” in section 608 and 671B(7) of the Corporations Act 2001.

• The voting shares of a company constitute one class unless divided into separate classes.

• The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100. Include details of:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

(7)

Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its association in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg, if the relevant interest arises because of an option) write “unknown”.

• (9)

• Give details, if appropriate, of the present association and any change in that associate since the last substantial holding notice.

111981135 \ ASICFORMS \ PREC