CLEARVIEW WEALTH LIMITED — Major Shareholding Notification 2014

Oct 12, 2014

604 page 2/2 15 July 2001

Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder To Company Name/Scheme ClearView Wealth Limited ( CVW ) ACN/ARSN 106 248 248 1. Details of substantial holder (1) CCP BidCo Pty Limited (ACN 159 362 428) ( CCP BidCo ), Crescent Capital Partners Management Pty Limited (ACN 108 571 820) ( CCP Management ) and Crescent Capital Partners Holdings Pty Ltd (ACN 124 231 483) ( CCP Holdings ); CCP Trusco 1 Pty Limited as trustee for Crescent Capital Partners Specific Trust IVA, CCP Trusco 2 Pty Limited as Name trustee for Crescent Capital Partners Specific Trust IVB, CCP Trusco 3 Pty Limited as trustee for Crescent Capital Partners Specific Trust IVC, CCP Trusco 4 Pty Limited as trustee for Crescent Capital Partners Designated Trust IVA and CCP Trusco 5 Pty Limited as trustee for Crescent Capital Partners Designated Trust IVB (collectively, the CCP Funds ); ACN/ARSN (if applicable) See above There was a change in the interests of the 10 October 2014 substantial holder on The previous notice was given to the company on 27 March 2014 The previous notice was dated 27 March 2014

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:

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Previous notice Present notice
Class of
securities Voting power
Person’s votes Voting power (5) Person’s votes
(4) (5)
53.6%
56.0% (based on
Ordinary Shares 302,514,010 (based on 540,265,588 310,076,859 578,453,260
Ordinary Shares on issue) Ordinary Shares
on issue)
3. Changes in relevant interests
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Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder 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:

Person Class and whose Consideration Date of Nature of number of Person’s votes change relevant interest change (6) given in relation to change (7) securities affected affected changed

10 October 2014	CCP BidCo, CCP Management, CCP Holdings	Various shares issued since 27 March 2014 pursuant to ClearView’s Executive Share Plan, Dividend Reinvestment Plan and off-market takeover bid for all of the ordinary shares in Matrix Holdings Limited, diluting the voting power of the shares held by CCP BidCo.	Various shares issued since 27 March 2014 pursuant to ClearView’s Executive Share Plan, Dividend Reinvestment Plan and off-market takeover bid for all of the ordinary shares in Matrix Holdings Limited, diluting the voting power of the shares held by CCP BidCo.	N/A	310,076,859 Ordinary Shares	310,076,859
resent relevant interests ulars of each relevant interest of the substantial holder in votingsecurities 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
CCP BidCo	CCP BidCo	CCP BidCo	Holder of the securities (section 608(1)(a))		310,076,859 Ordinary Shares	310,076,859
CCP Management	CCP BidCo	CCP BidCo	Sole member and therefore controller of CCP BidCo (section 608(3)(b))		310,076,859 Ordinary Shares	310,076,859
CCP Holdings	CCP BidCo	CCP BidCo	Sole member and therefore controller of CCP Management (section 608(3)(b))		310,076,859 Ordinary Shares	310,076,859
CCP Trusco 1 Pty Ltd as trustee for Crescent Capital Partners Specific Trust IVA	CCP Trusco 1 Pty Ltd	N/A	Holder of the securities (section 608(1)(a))		26,544,734 Ordinary Shares	26,544,734

4. Present relevant interests

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

	CCP Trusco 2 Pty Ltd as trustee for Crescent Capital Partners Specific Trust IVB	CCP Trusco 2 Pty Ltd	N/A	N/A	Holder of the securities (section 608(1)(a))	12,640,349 Ordinary Shares	12,640,349
	CCP Trusco 3 Pty Ltd as trustee for Crescent Capital Partners Specific Trust IVC	CCP Trusco 3 Pty Ltd	N/A		Holder of the securities (section 608(1)(a))	15,168,418 Ordinary Shares	15,168,418
	CCP Trusco 4 Pty Ltd as trustee for Crescent Capital Partners Designated Trust IVA	CCP Trusco 4 Pty Ltd	N/A		Holder of the securities (section 608(1)(a))	40,651,363 Ordinary Shares	40,651,363
	CCP Trusco 5 Pty Ltd as trustee for Crescent Capital Partners Designated Trust IVB	CCP Trusco 5 Pty Ltd	N/A		Holder of the securities (section 608(1)(a))	28,815,699 Ordinary Shares	28,815,699
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/ARSN (if applicable) Nature of association 6. Addresses The addresses of persons named in this form are as follows: Name Address CCP BidCo, CCP Management, CCP Holdings and each CCP Fund Level 29, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000 Signature print name Peter Lyon-Mercado capacity Company secretary sign here Date: 13 October 2014
	Name			Address
	CCP BidCo, CCP each CCP Fund	Management, CCP Holdings and		Level 29, Governor Phillip Tower, 1 Farrer Place, Sydney NSW 2000
Signature print name sign here
		Date: 13 October 2014

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) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

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

• (5) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6) 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 on any benefit paid on behalf of the substantial holder or its associate 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 association since the last substantial holding notice.

604 GUIDE page 1/1 13 March 2000

This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.

GUIDE

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Signature This form must be signed by either a director or a secretary of the substantial holder.
Lodging period Nil
Lodging Fee Nil
Other forms to be
Nil
completed
Additional information (a) If additional space is required to complete a question, the information may be included on a separate piece
of paper annexed to the form.
(b) This notice must be given to a listed company, or the responsible entity for a listed managed investment
scheme. A copy of this notice must also be given to each relevant securities exchange.
(c) The person must give a copy of this notice:
(i) within 2 business days after they become aware of the information; or
(ii) by 9.30 am on the next trading day of the relevant securities exchange after they become aware of
the information if:
(A) a takeover bid is made for voting shares in the company or voting interests in the scheme;
and
(B) the person becomes aware of the information during the bid period.
Annexures To make any annexure conform to the regulations, you must
1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
2 show the corporation name and A.C.N or ARBN
3 number the pages consecutively
4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when
photocopied
5 identify the annexure with a mark such as A, B, C, etc
6 endorse the annexure with the words:
This is annexure (mark) of (number) pages referred to in form (form number and title)
7 sign and date the annexure.
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Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.