FLEETPARTNERS GROUP LIMITED — Major Shareholding Notification 2015

Nov 12, 2015

Form 603

Corporations Law Section 671B

Notice of initial substantial holder

To: Company Name/Scheme	ECLIPX GROUP LIMITED
ACN/ARSN	131 557 901
1. Details of substantial holder (1)
Name:	UBS Group AG and its related bodies corporate
ACN/ARSN (if applicable)

The holder became a substantial holder on: 11 November 2015

Details of voting power $2.$

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:

Class of securities (4)	Number of securities	Persons' votes (5)	Voting power (6)
Ordinarv	36,006,924	36,006,924	14.99%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate 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 (7)	Class and number of securities
UBS Asset Management (Australia) Ltd	Fund Manager with power to exercise control over voting shares	349,585	Ordinary
UBS Securities Australia Ltd	Power to control disposal over shares pursuant to stock borrowing and lending activities (see Appendix A)	179,987	Ordinary
UBS Securities Australia Ltd	Beneficial Owner	2.598.360	Ordinary
UBS AG, Australia Branch	Prime Broker that has exercised its borrowing right in respect of shares pursuant to a Prime Broking Agreement (see Appendix A)	1.055.932	Ordinary
UBS AG, Australia Branch	Relevant interest in Eclipx Group Limited shares to the extent arising under the terms of the Block Trade Agreement ("BTA") between UBS AG, Australia Branch and each vendor listed in Schedule 1 of the BTA to the extent arising under section 608(8) of the Corporations Act 2011 (Cth). (See Appendix B)	31,823,060	Ordinary

Details of present registered holders 4.

$\mathcal{L}$

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 (8)	Class and number of securities
UBS Asset Management (Australia) Ltd	Various Custodians	UBS Asset Management (Australia) Ltd	349,585	Ordinary
UBS Securities Australia Ltd	Warbont Nominees Pty Ltd	UBS Securities Australia Ltd	179,987	Ordinary
	Brispot Nominees Pty Ltd	UBS Securities Australia Ltd	2.598.360	Ordinary
UBS AG, Australia Branch	UBS Nominees Pty Ltd	UBS AG, Australia Branch	1.055.932	Ordinary
UBS AG, Australia Branch	Each vendor listed in Schedule 1 of the BTA	Each vendor listed in Schedule 1 of the BTA	31,823,060	Ordinary

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	Consideration (9)				Class and number of securities
		Cash	Non-cash
Please see Appendix C.

6. Associates

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

Name and ACN/ ARSN (if applicable)	Nature of association
UBS Asset Management (Australia) Ltd	Related body corporate
UBS Securities Australia Ltd	Related body corporate
Warbont Nominees Pty Ltd	Related body corporate
Brispot Nominees Pty Ltd	Related body corporate
UBS AG, Australia Branch	Related body corporate
UBS Nominees Pty Ltd	Related body corporate
UBS AG, Australia Branch	Related body corporate

7. Addresses

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

Name	Addresses
Details of all UBS offices can be found through the following link: http://apps2.ubs.com/locationfinder/

SIGNATURE

	Print Name: Andrew Creighton	Capacity:	Authorised signatory
Sign Here:		Date:	13 November 2015
Print Name:	Wuen-Yi Toh	Capacity:	Authorised signatory
Sign Here:		Date:	13 November 2015

Contact details for this notice:

_______________________________________

.....

______________________________________

Wuen-Yi Toh Compliance Operations

(T) +65 6495 4535 --------

Appendix A

Holder of relevant interest	UBS Securities Australia Ltd	UBS AG, Australia Branch
Type of agreement	Securities Lending Agreement	Prime Brokerage Agreement
Parties to agreement	(i) UBS AG, Australia Branch ("UBS AG")/ UBS Securities Australia Limited (ii) Client (Please refer to Appendix $A-1.$	(i) UBS AG, Australia Branch ("UBS AG") (ii) Client (Please refer to Appendix $A-1$ )
Transfer date	Please refer to Appendix A-1.	Please refer to Appendix A-1.
Holder of voting rights	UBS AG/ UBS Securities Australia Limited	UBS AG
Are there any restrictions on voting rights?	Please refer to the details below.	Please refer to the details below.
If yes, detail	Since all right and title in the securities passes to the transferee (i.e. UBS AG/ UBS Securities Australia Limited), the transferee has the right to vote. However, in certain circumstances, the transferee may seek to arrange for instructions to be exercised in accordance with the instructions of the transferor (i.e. Client).	Since all right and title in the securities passes to the transferee (i.e. UBS AG), the transferee has the right to vote. However, in certain circumstances, the transferee may seek to arrange for instructions to be exercised in accordance with the instructions of the transferor (i.e. Client).
Scheduled return date (if any)	None, subject to the terms of the relevant loan.	None, subject to the terms of the relevant loan.
Does the borrower have the right to return early?	Yes.	Yes.
If yes, detail	The borrower (i.e. UBS AG/ UBS Securities Australia Limited) has the right to return at its discretion.	The borrower (i.e. UBS AG) has the right to return at its discretion.
Does the lender have the right to recall early?	Yes.	Yes.
If yes, detail	The lender (i.e. Client) can recall at its request subject to compliance with margin requirements and the terms of the relevant loan.	The lender (i.e. Client) can recall at its request subject to compliance with margin requirements and the terms of the relevant loan.
Will the securities be returned on settlement?	Yes.	Yes.
If yes, detail any exceptions	None.	None.

The information in this appendix is based on the relevant standard UBS agreement.
A copy of the agreement is available to the company, or responsible entity to whom the prescribed form must be given, or to ASIC, upon reque

Appendix A-1

Securities Lending Agreement - UBS AG, Australia Branch / UBS Securities Australia Limited

Parties to agreement Transfer date
JPMorgan Chase Bank, N.A. as an agent acting on behalf of its clients	10 November 2015

Prime Brokerage Agreement - UBS AG, Australia Branch

공품 중국 ( ) ( 국 소유 중국 2012년 22 A 원 2 A 군 1 A 군 1 A 군 1 A 스위스 주유 중국 공사 사회 중국 회수 기대 소개에서 연기 전 전 전 전 전 전 STATISTICS IN THE REPORT OF THE REAL Parties to agreement [10] Congoration 2013 2019 19 9 9 10 10 11 11 12 13 14 15 16 17 18 18 19 10 11 11 11 11 11 11 11 11 11 11 11 1 n para ng ngayagit ng Kasayagan ng Kabupatèn San Kabupatèn Pangangan San Barat San San San San San San San Sa CONTRACTOR FERRAL FRAME IS STORES STRATEGIC		Transfer date
Regal Funds Management Pty Ltd as trustee and manager of Atlantic Absolute Return Fund	(i)	25 June 2015
Regal Funds Management Pty Limited as trustee for Regal Australian Long Short Geared Equity Fund	$\sf (i)$	28 September 2015
Regal Funds Management Pty Limited as trustee and manager of Tasman Market Neutral Fund	$\left( i\right)$	12 October 2015
Blue Lake Partners Pty Ltd	(i)	12 October 2015

COMMERCIAL-IN-CONFIDENCE

11 November 2015

The Ironbridge Shareholders as listed in Schedule 1 (each a Vendor)

Dear Sirs

Sale of Shares in Eclipx Group Limited (ACN 131 557 901)

1. INTRODUCTION

This agreement sets out the terms and conditions upon which the Vendors as listed in Schedule 1 engage UBS AG, Australia Branch (ABN 47 088 129 613) (Lead Manager) to dispose of 37,974,684 existing fully paid ordinary shares in Eclipx Group Limited (ACN 131 557 901) (Company) held by the Vendors (Sale Shares) (Sale) and the Lead Manager agrees to procure the disposal of the Sale Shares and to provide underwriting thereof, subject to clause 2, in accordance with the terms of this agreement.

SALE OF SHARES $\overline{2}$ .

$2.1$ Sale

The Vendors agree to sell the Sale Shares and the Lead Manager agrees to:

• $(a)$ manage the sale of the Sale Shares by procuring purchasers for the Sale Shares at the price of A\$3.16 per Sale Share or a greater price agreed by the parties in writing (Sale Price); and
• $(b)$ subject to clause 2.7, to underwrite the sale of the Sale Shares by purchasing at the Sale Price per Sale Share the Sale Shares which have not been purchased by third party purchasers (or the Lead Manager's related bodies corporate or Affiliates) In accordance with clause 2.1(a) as at 9.45am on the Trade Date (as defined in Schedule 2) (or such time as the parties agree in writing) (Balance Shares).

in accordance with the terms of this agreement. The Lead Manager acknowledges and agrees that the Identity of purchasers, and the offers to them, must comply with the requirements of this clause 2 and, subject to the foregoing, may include the Lead Manager's respective related bodies corporate and Affiliates (as defined in clause 12.5).

$2.2$ Payment

The Lead Manager shall procure that the sale of the Sale Shares under clause 2.1 shall be effected:

• $(a)$ subject to clause 2.2(b), by 9.45am on the Trade Date (as defined in the Timetable in Schedule 2), by way of one or more special crossings (in accordance with the Operating Rules of ASX) at the Sale Price, with settlement to follow on a T+3 basis in accordance with the ASX Settlement Operating Rules (Settlement Date); and
• $(b)$ in respect of any Restricted Shares (as defined in clause 2.7), in accordance with clause 2.8.

$2.3$ Sale Shares

Subject to clause 11, by 10.30am on the Settlement Date, the Lead Manager shall arrange for the payment to each Vendor, or as each Vendor directs, of an amount equal to:

• $(a)$ the Sale Price multiplied by the number of Sale Shares being sold by that Vendor (such amount to include the Advance Amount (if any) payable under clause 2.8); less
• $(b)$ the Vendor's Respective Proportion (as defined below) of any fees payable under clause 4 (together with any GST payable on those fees).

by transfer to each Vendor's account for value (in cleared funds) against delivery of the Sale Shares being sold by the relevant Vendor. For the purposes of this Agreement, the Respective Proportion for each Vendor equals the Sale Shares being sold by the Vendor divided by the total number of Sale Shares.

$2.4$ Timetable

The Lead Manager must conduct the Sale in accordance with the timetable set out in Schedule 2 (Timetable) (unless the Vendors consent in writing to a variation).

$2.5$ Account Opening

On or before the Trade Date, the Lead Manager or its nominated Affiliate will (where relevant) open an account in the names of the Vendors in accordance with its usual practice, and do all such things necessary to enable it to act as Lead Manager to sell the Sale Shares in accordance with this agreement.

$2.6$ Manner of Sale

• $(a)$ Exempt investors and permitted jurisdictions. The Lead Manager will conduct the Sale by way of an offer only to persons:
• if in Australia, who do not need disclosure under Part 6D.2 of the $(i)$ Corporations Act 2001 (Cth) (Corporations Act);
• if outside Australia, to institutional and professional investors in the $(11)$ Permitted Jurisdictions (as defined below) but not elsewhere (other than the United States in accordance with this agreement) to whom offers for sale of securities may lawfully be made without requiring the preparation, delivery, lodgement or filing of any prospectus or other disclosure document or any other lodgement, registration or filing with, or approval by, a government agency (other than any such requirement with which the Vendors, in their sole and absolute discretion, are willing to comply), as determined by agreement in writing between the Vendors and the Lead Manager; and

in accordance with the foreign offer restrictions provided to the Lead $(III)$ Manager before the execution of this agreement.

Permitted Jurisdictions means Belgium, Denmark, France, Germany, Hong Kong, Ireland, Italy, Luxembourg, Netherlands, New Zealand, Norway, Singapore, Sweden, Switzerland, United Arab Emirates (excluding Dubai International Financial Centre) and United Kingdom.

• Investor agreements. The Lead Manager will ensure that investors that purchase $(b)$ Sale Shares (other than any Restricted Shares sold in regular brokered transactions on the ASX in accordance with clause 2.8(d)) confirm, including through deemed representations and warranties:
• their status as an investor meeting the requirements of this clause 2.6 and $(1)$ clause 2.9;
• that they are able to make the relevant purchase in compliance with all $(ii)$ relevant laws and regulations (including the takeover and insider trading provisions of the Corporations Act and the Foreign Acquisitions and Takeovers Act 1975 (Cth) and related policy); and
• that their bids constitute irrevocable acceptances of the Vendor's offers to $(ii)$ sell Sale Shares, conditional only upon the Lead Manager sending a confirmation of the relevant allocation to the Vendor referred to in clause 3.2(b)(i) (with the applicable agreement being formed when and in the place where that Vendor receives such communication).
• Allocations, Conduct and methodology. Allocations of the Sale Shares to $(c)$ purchasers will be made by the Lead Manager in its sole and absolute discretion, provided that:
• the Vendors and their advisers are to be given all reasonable access to $(1)$ feedback from prospective and targeted participants; and
• the Lead Manager must give regular information to the Vendors and their $(II)$ advisers about the progress of the Sale, including information as to the Lead Manager's current views on demand and allocation, through meetings or teleconferences, and in any event must provide such information upon reasonable request by the Vendors or their advisers.
• Confirmation letter. The Lead Manager agrees it will only sell the Sale Shares $(d)$ (other than any Restricted Shares sold in regular brokered transactions on the ASX in accordance with clause 2.8(d)) to persons specified in clause 2.9(b) that execute a letter on or prior to the Settlement Date in the form agreed in writing by the Vendors (acting reasonably) and the Lead Manager (and as may be amended by mutual agreement in writing, such agreement not to be unreasonably withheld or delayed) (Confirmation Letter).

$2.7$ Principal Shares

Notwithstanding anything else in this Agreement the number of Sale Shares which must be purchased by the Lead Manager under the terms of this Agreement (Principal Shares) will be the lesser of:

the Balance Shares; and $(a)$

• $(b)$ the maximum number of the Sale Shares that can be sold to the Lead Manager without:
• the Lead Manager or any of its Affiliates being obliged to notify the Treasurer $(i)$ of Australia under section 26 of the Foreign Acquisitions and Takeovers Act 1975 (Cth) (FATA); or
• breach by the Lead Manager or any of its associates of section 606 of the $(ii)$ Corporations Act 2001 (Cth) (Corporations Act).

The Lead Manager warrants that the Information it provides to the Vendors to enable them to calculate the number of Principal Shares in accordance with this clause 2.7 will, at the time it is given, be accurate. If the number of Principal Shares is less than the number of Balance Shares (such difference to be referred to in this Agreement as the Restricted Shares), the Vendors agree to retain any Restricted Shares on a pro rata basis, subject to the terms of this Agreement.

2.8 Restricted Shares

• Advance Amount. Subject to clause 11, by 3:00pm on the Settlement Date, the $(a)$ Lead Manager must advance to the Vendors in their Respective Proportions an amount equal to the number of Restricted Shares (if any) multiplied by the Sale Price (Advance Amount). No interest will be payable on the Advance Amount. Each Vendor must only repay their Respective Proportion of the Advance Amount from and to the extent that each Vendor receives the proceeds of sale of the Restricted Shares. The outstanding Advance Amount will not be repayable in any circumstances in respect of Restricted Shares not sold by the End Date (as defined In clause 2.8(c) below) and the agency provided for in clause 2.8(c) will terminate at that time or at such earlier time when all Restricted Shares have been sold.
• Repayment. The Lead Manager will automatically apply any proceeds of sale of the $(b)$ Restricted Shares as agent against repayment of the Advance Amount by the Vendors (on a pro rata basis), immediately upon recelpt of those proceeds.
• $(c)$ Restricted Shares. If there are Restricted Shares, then the Lead Manager will sell, as agent for the Vendors, in the ordinary course of the Lead Manager's business, the Restricted Shares by the date that is 30 Business Days after the Trade Date (End Date). The Vendors must comply with directions of the Lead Manager to transfer Restricted Shares (in their Respective Proportions) in order to settle any such sale, provided that all sales must be effected by 7.00 pm on the End Date;
• Execution of sale of Restricted Shares. The Lead Manager agrees that the sale $(d)$ of the Restricted Shares will be effected by way of one or more special crossings in accordance with the Operating Rules of the ASX and the ASX Settlement Operating Rules, and/or by way of one or more regular brokered transactions on the ASX on the condition that neither it, nor any person acting on its behalf, knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a person in the United States. Settlement of Restricted Shares sold in this manner will occur on $aT + 3$ basis (where T represents the date on which the relevant share was sold).
• Indemnity for Restricted Shares. The Lead Manager must indemnify the $(e)$ Vendors for any shortfall between the actual price received for each Restricted Share sold (if any) as agent and the Sale Price in accordance with clause 2.8(c). Any such indemnified amount is to be paid to the Vendors on settlement in accordance with clause 2.8(d).
• Interest in Restricted Shares. The parties acknowledge that the Lead Manager $(f)$ does not acquire any interest in the Restricted Shares (if any) or any rights in them

(by way of security or otherwise) in respect of them except as agent for the sale of those shares.

2.9 U.S. Securities Act

The Sale Shares shall only be offered and sold:

• to persons that are not in the United States and are not acting for the account or $(a)$ benefit of persons in the United States in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act of 1933 (U.S. Securities Act)) in reliance on Regulation S under the U.S. Securities Act (Regulation S); and
• $(b)$ to persons in the United States or who are acting for the account or benefit of persons in the United States (i) whom the Lead Manager reasonably believes to be qualified institutional buyers (QIBs), as defined in Rule 144A under the U.S. Securities Act, in transactions exempt from the registration requirements of the U.S. Securities Act pursuant to Rule 144A or another available exemption from registration thereunder; or (ii) that are dealers or other professional fiduciaries organised, incorporated or (if an individual) resident in the United States that are acting for an account (other than an estate or trust) held for the benefit or account of persons that are not "U.S. persons" (as defined in Regulation S) for which they have, and are exercising, investment discretion within the meaning of Rule 902(k)(2)(i) of Requiation S (Eligible U.S Fund Managers) in reliance on Regulation S.

$\overline{3}$ . OFFER AND ACCEPTANCE

Offer $3.1$

By the Vendors executing this Agreement and providing a copy of the Agreement, for execution, to the Lead Manager, the Vendors offer to enter into this Agreement, including offering to sell to the Lead Manager the Balance Shares (If any) the subject of clause $2.1(b)$ (but subject to clause 2.7) in accordance with the terms and conditions set out in this Agreement.

$3.2$ Acceptance of Offer

• By the Lead Manager executing this Agreement or a counterpart of this Agreement $(a)$ and complying with clause 3.2(b) the Lead Manager accepts the offer set out in clause 3.1.
• This offer can only be accepted by the Lead Manager: $(b)$
• sending to Clantern Holdings B.V. (Clantern) to the email address for that $(i)$ entity described in Schedule 1, a scanned image of the Lead Manager's completed signature block as an attachment to an email which states that provision of that attachment constitutes acceptance of the terms of this Agreement; and
• Immediately forwarding a copy of that email (including its attachment) to the $(11)$ Vendor's solicitors as described in Schedule 1.

$3.3$ Formation

The parties agree that this Agreement is formed when and in the place where $(a)$ Clantern receives communication of the Lead Manager's acceptance of the offer in accordance with clause 3.2(b)(i).

$(b)$ This Agreement binds the Lead Manager and the Vendors Immediately upon Clantern receiving the Lead Manager's acceptance of the Vendor's offer in accordance with clause 3.2(b).

FEES AND COSTS 4.

• In consideration of performing its obligations under this agreement the Lead $(a)$ Manager shall be entitled to such fees as the parties agree.
• $(b)$ The parties will each bear their own legal costs (if any) and all their other out-ofpocket expenses (if any) in connection with this agreement and the transactions contemplated by it. For the avoidance of doubt, fees in connection with the opinion being contemplated pursuant to clause 7.2 shall be borne by the Vendors.

5. GST

$5.1$ Input Tax Credit

Any fees which the partles agree to be payable to the Lead Manager and any other amounts payable to the Lead Manager under this Agreement are to be agreed and calculated to be exclusive of GST. However, if any amounts payable to the Lead Manager under this Agreement are calculated by reference to a cost or expense incurred by the Lead Manager, the amount payable to the Lead Manager under any other provision of this Agreement must be reduced by the amount of any input tax credit to which the Lead Manager reasonably determines it (or the representative member of the same GST group of which the Lead Manager is a member) is entitled for an acquisition in connection with that cost or expense.

$5.2$ Tax invoice

If any supply made under this Agreement is a taxable supply, the entity making the taxable supply (Supplier) must issue a valid tax invoice to the party providing the consideration for that taxable supply (Recipient). The tax invoice issued by the Supplier must comply with GST law and it should set out in detail (but not be limited to) the nature of the taxable supply, the consideration attributable to the taxable supply, the amount of GST payable by the Supplier in connection with the taxable supply and any other details reasonably requested by the Recipient. The GST amount means, in relation to a taxable supply, the amount of GST for which the Supplier is liable in respect of the taxable supply (GST Amount).

$5.3$ Gross up for GST

If GST is payable on any supply made under this Agreement for which the consideration is not expressly stated to include GST, the Recipient must pay an additional amount on account of the GST.

$5.4$ Timing of Payment

Subject to receipt of a valid tax invoice, the Recipient must pay the GST Amount in connection with a taxable supply made by the Supplier to the Recipient at the same time that the Recipient must provide the consideration for that taxable supply (under the other provisions of this Agreement), or if later, within 5 business days of the Recipient receiving a tax invoice for that taxable supply.

5.5 Payment Differences

If the GST payable by the Supplier in connection with the taxable supply differs from the GST Amount paid by the Recipient under this clause, the Supplier must repay any excess to the Recipient or the Recipient must pay any deficiency to the Supplier, as appropriate within 5 business days of the Supplier providing the Recipient with a written notification regarding the difference in the GST payable. Where the difference in the GST payable results from an adjustment event, the written document provided by the Supplier under this clause must include an adjustment note or tax invoice as required by the GST law.

5.6 Defined Terms

The references to "GST" and other terms used in this Agreement (except "Supplier", "Recipient" and "GST Amount") have the meaning given to those terms by the A New Tax System (Goods and Services Tax) Act 1999 (as amended from time to time). However, any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 5.

References 5.7

A reference to something done (including a supply made) by a party includes a reference to something done by any entity through which that party acts.

6. REPRESENTATIONS AND WARRANTIES

$6.1$ Representations and warranties by Vendors

As at the date of this agreement and on each day until and including the Settlement Date (or in the case where clause 2.7 applies in respect of the Lead Manager, 3 Business Days after the End Date), each Vendor represents and warrants to the Lead Manager that each of the following statements is true, accurate and not misleading.

• $(a)$ (body corporate) it is a body corporate validly existing and duly established under the laws of its place of incorporation;
• (capacity) it has full legal capacity and power to enter into this agreement and to $(b)$ carry out the transactions that this agreement contemplates;
• (authority) it has taken, or will have taken by the time required, all corporate $(c)$ action that is necessary or desirable to authorise its entry into this agreement and its carrying out of the transactions that this agreement contemplates;
• (agreement effective) this agreement constitutes its legal, valid and binding $(d)$ obligation, enforceable against it in accordance with its terms;
• (ownership, encumbrances) it is the registered holder and sole legal owner of $(e)$ the Sale Shares noted against its name in Schedule 1 and will transfer the full legal and beneficial ownership of those Sale Shares free and clear of all liens, charges, security interests, ciaims, equities and pre-emptive rights, subject to registration of the transferee(s) in the register of shareholders of the Company;
• (Sale Shares) following sale by it, the Sale Shares will rank equally in all respects $(f)$ with all other outstanding ordinary shares of the Company, including their entitlement to dividends;
• (power to sell) it has the corporate authority and power to sell its Sale Shares $(g)$ under this agreement and no person has a conflicting right, whether contingent or otherwise, to purchase or to be offered for purchase its Sale Shares;

• (no insider trading offence) at the time of execution of this Agreement by the $(h)$ Vendor, the sale of the Sale Shares will not constitute a violation by it of Division 3 of Part 7.10 of the Corporations Act;

• (control) it does not control the Company (for the purposes of this clause "control" $(1)$ having the meaning given in s50AA of the Corporations Act);

• (trustee) where it is a trustee of a trust, it has been validly appointed as trustee of $\langle$ that trust, there is no current proposal to replace it as trustee of that trust and it has the right to be indemnified out of the assets of that trust;
• $(k)$ (breach of law) it will perform its obligations under this Agreement so as to comply with all applicable laws in Australia, including in particular the Corporations Act and the FATA, the United States of America and the Permitted Jurisdictions (as defined in clause 2.6(a));
• (no short selling) it has a presently exercisable and unconditional right to vest $(1)$ the Sale Shares In a buyer as contemplated by section 1020B(2) of the Corporations Act;
• (investor status) it is a 'wholesale client' under section 761G(7) of the $(m)$ Corporations Act:
• none of it, any of its Affiliates or any person acting on behalf of any of them (other $(n)$ than the Lead Manager or its Affiliates or any person acting on behalf of any of
  them, as to whom it makes no representation) has offered or sold, or will offer or sell, any of the Sale Shares in the United States, using any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the U.S. Securities Act;
• with respect to those Sale Shares sold in reliance on Regulation S, none of it, any of $(0)$ Its Affiliates, or any person acting on behalf of any of them (other than the Lead Manager or its Affiliates or any person acting on behalf of any of them, as to whom It makes no representation) has engaged or will engage in any "directed selling efforts" (as that term is defined in Rule 902(c) under the U.S. Securities Act);
• to the best of its knowledge, the Company is a "foreign private issuer" as defined in $(p)$ Rule 405 under the U.S. Securities Act and there is no "substantial U.S. market Interest" (as defined in Rule 902(1) under the U.S. Securities Act) in the Sale Shares or any security of the same class or series as the Sale Shares;
• neither it nor any of its Affiliates has taken or will take, directly or indirectly, any $(q)$ action designed to, or that might reasonably be expected to, cause or result in the stabilisation or manipulation of the price of the Sale Shares in violation of any applicable law;
• none of it, any of its Affiliates or any person acting on behalf of any of them (other $(r)$ than the Lead Manager or its Affiliates or any person acting on behalf of any of them, as to whom it makes no representation or warranty), has solicited any offer to buy, offered to sell or sold, and none of them will solicit any offer to buy, offer to sell or sell in the United States or to, or for the account or benefit of, any person in the United States any security which could be Integrated with the sale of the Sale Shares in a manner that would require the offer and sale of the Sale Shares to be registered under the U.S. Securities Act;

• subject to compliance by the Lead Manager with its obligations under clauses 6.2(9) $(s)$ to 6.2(I) of this Agreement, it is not necessary to register the offer and sale of the Sale Shares, and the initial resale by the Lead Manager of the Sale Shares purchased by the Lead Manager under clause 2.1(b) (if any), in the manner contemplated by this Agreement under the U.S. Securities Act, it being understood that it makes no representation or warranty about any subsequent resale of the Sale Shares;

• $(t)$ to the best of its knowledge, the Company is not and, solely after giving effect to the offering and sale of the Sale Shares, will not be, required to register as an "Investment company" under U.S. Investment Company Act of 1940;

• $(u)$ to the best of its knowledge, the Sale Shares are eligible for resale pursuant to Rule 144A and are not of the same class as securities listed on a national securities exchange registered under Section 6 of the U.S. Securities Exchange Act of 1934 (Exchange Act) or quoted in a U.S. automated interdealer quotation system; and
• $(v)$ to the best of its knowledge, the Company is exempt from reporting under Section 13 or 15(d) of the Exchange Act pursuant to Rule 12g3-2(b) thereunder.

$6.2$ Representations and warranties of Lead Manager

As at the date of this Agreement and on each day until and including the Settlement Date (or in the case where clause 2.7 applies in respect of the Lead Manager, 3 Business Days after the End Date), the Lead Manager represents to the Vendors that each of the following statements is correct.

• $(a)$ (body corporate) It is a body corporate validly existing and duly established and duly incorporated under the laws of its place of incorporation;
• $(b)$ (capacity) it has full legal capacity and power to enter into this Agreement and to carry out the transactions that this Agreement contemplates;
• $(c)$ (authority) it has taken, or will have taken by the time required, all corporate action that is necessary or desirable to authorise its entry into this Agreement and its carrying out of the transactions that this Agreement contemplates;
• $(d)$ (licences) it holds all licences, permits and authorities necessary for it to fulfil its obligations under this agreement and has complied with the terms and conditions of the same in all material respects;
• $(e)$ (agreement effective) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms;
• (breach of law) the Lead Manager will perform its obligations under this $(f)$ agreement (and ensure, in relation to the Sale, that its related bodies corporate and Affiliates act in a manner) such that the Sale shall comply with applicable restrictions in the Permitted Jurisdictions (including in particular the Corporations Act and the FATA and related policy); provided that the Lead Manager will not be in breach of this warranty to the extent that any breach is caused or contributed to by an act or omission of a Vendor which constitutes a breach by a Vendor of its representations, warranties and undertakings in clause 6.1;
• $(g)$ It is a QIB or is not in the United States;
• it acknowledges that the offer and sale of the Sale Shares have not been and will $(h)$ not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act:

• none of it, its Affiliates nor any person acting on behalf of any of them has solicited $(i)$ offers for or offered to sell, and none of them will solicit offers for, or offer or sell, the Sale Shares in the United States, using any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the U.S. Securities Act;

• $(i)$ all offers and sales of the Sale Shares in the United States by it and any of its Affiliates will be effected through its U.S. broker-dealer Affiliates;

• $(k)$ it, its Affiliates and any person acting on behalf of any of them has offered and sold the Sale Shares, and will offer and sell the Sale Shares:
• In the United States or to, or for the account or benefit of, persons in the $(1)$ United States, only (A) to a limited number of persons that it reasonably believes to be QIBs in transactions exempt from the registration requirements of the U.S. Securities Act under Rule 144A or another available exemption from registration thereunder, or (B) to Eligible U.S Fund Managers, In reliance on Regulation S; and
• $(ii)$ to persons that are not in the United States and are not acting for the account or benefit of, persons in the United States in "offshore transactions" (as defined in Rule 902(h) under the U.S. Securities Act) in accordance with Regulation S.

and, in each case, has only sold and will only sell the Sale Shares to persons that have executed a Confirmation Letter (as defined in clause 2.6(d));

• with respect to those Sale Shares sold in reliance on Regulation S, none of it, its $(1)$ Affiliates nor any person acting on behalf of any of them has engaged or will engage in any "directed selling efforts" (as that term is defined in Rule 902(c) under the U.S. Securities Act);
• neither it nor any of its Affiliates has taken or will take, directly or indirectly, any $(m)$ action designed to, or that might reasonably be expected to, cause or result in the stabilisation or manipulation of the price of the Sale Shares in violation of any applicable law; and
• $(n)$ it will only invite investors to buy the Sale Shares if those investors have received an invitation to participate in the Sale in a form approved in advance by the Vendors.

6.3 Moratorium

• Each Vendor represents and warrants that it will not, for a period of 60 calendar $(a)$ days from the date of this agreement (the "Escrow Period"), Deal in all or any of the fully paid ordinary shares held by it in the Company ("Remaining Shares") Immediately after the time of settlement of the Sale of the Sale Shares pursuant to this Agreement, excluding:
• transactions in order to satisfy demand from eligible shareholders under a $(1)$ Company initiated dividend reinvestment plan (if any);
• a repurchase (whether by buy-back, reduction of capital or other means) of $(II)$ Remaining Shares by the Company;
• any acceptance by the Vendor of a takeover offer for the Company in $(III)$ accordance with Chapter 6 of the Corporations Act or transfer pursuant to a scheme of arrangement under Part 5.1 of the Corporations Act;

• a sale, transfer, or disposal to a third party where it is a condition of the sale $(iv)$ that the third party announce an intention to acquire, or propose a transaction to acquire, greater than 50% of the ordinary shares in the Company:

• a sale, transfer or disposal to a strategic third party purchaser (subject to $(v)$ the purchaser being confirmed as a strategic third party by the Lead Manager);

• $(v)$ the sale of any Restricted Shares in accordance with this agreement; or
• a sale, transfer or disposal to an Affiliate of the Vendor that is subject to a $(vii)$ representation or warranty on substantially the same terms as this clause 6.3(a) in respect of the Remaining Shares sold, transferred or disposed. For the avoidance of doubt, any agreement by the Affiliate will be in respect of the Escrow Period.
• $(b)$ Each party to the agreement acknowledges that the representation and warranty in clause 6.3(a) is not intended to and does not give the Lead Manager any power to dispose of, or control the disposal of, the Remaining Shares the subject of the representation and warranty to the extent that the Lead Manager would be in breach of applicable laws to have such power, and a breach of the representation and warranty in those circumstances will only give rise to a right to damages and the parties acknowledge that, in such circumstances, damages are an adequate remedy for breach of the representation and warranty.
• $(c)$ Each party acknowledges that the representation and warranty in clause 6.3(a) has been provided to only address the financial consequences of any of the Vendors disposing of, or dealing with, any Remaining Shares held by them. The parties acknowledge that the Lead Manager is not entitled to a remedy of specific performance for a breach of the representation and warranty in clause 6.3(a).
• For the purposes of clause 6.3(a), "Deal" in respect of the "Remaining Shares" $(d)$ means:
• $(1)$ sell, assign, transfer or otherwise dispose of:
• $(ii)$ agree to offer to sell, assign, transfer or otherwise dispose of;
• enter into any option which, if exercised (whether such exercise is subject to $(iii)$ conditions or otherwise), enables or requires any of the Vendors to sell, assign, transfer or otherwise dispose of; or
• $(iv)$ decrease or agree to decrease an economic interest in,

the Remaining Shares.

$6.4$ Reliance

Each party giving a representation and warranty acknowledges that the other parties have relied on the above representations and warranties in entering into this agreement and will continue to rely on these representations and warranties in performing their obligations under this agreement. The above representations and warranties continue in full force and effect notwithstanding completion of this agreement.

Notification $6.5$

Each party agrees that it will tell the other parties immediately upon becoming aware of any of the following occurring prior to the completion of the sale of the Sale Shares:

$(a)$ any material change affecting any of the foregoing representations and warranties; $\alpha$ r

any of the foregoing representations or warranties becoming materially untrue or $(b)$ materially incorrect.

$\overline{z}$ UNDERTAKINGS

$7.1$ Restricted Activities

Each Vendor undertakes to the Lead Manager to:

• $(a)$ not, prior to settlement on the Settlement Date commit, be involved in or acquiesce in any activity which breaches:
• $(i)$ the Corporations Act and any other applicable laws;
• $(II)$ its constitution;
• $(iii)$ the ASX Listing Rules;
• any legally binding requirement of ASIC or the ASX, as they apply to that $(iv)$ Vendor: and
• $(b)$ immediately notify the Lead Manager of any breach of any warranty or undertaking given by it under this Agreement;

each of these undertakings being material terms of this Agreement.

$7.2$ U.S. opinion

The Vendors will procure that Ashurst Hong Kong, special United States counsel to the Vendors, provide the Lead Manager with an opinion on the Settlement Date and dated as of that date and expressed to be for their benefit, such opinion to be substantially in the form of the draft provided to the Lead Manager prior to the execution of this agreement, to the effect that registration under the US Securities Act is not required in connection with (a) the offer, sale and delivery of the Sale Shares by the Vendors to the Initial purchasers thereof (which may include the Lead Manager) and (b) the offer, initial resale and delivery of the Sale Shares by the Lead Manager under clause 2.1(b) (if any) in the manner contemplated by this agreement.

8. INDEMNITY

• $8,1$ Each Vendor agrees with the Lead Manager that it will keep the Lead Manager and its Related Bodies Corporate (as that term Is defined in the Corporations Act), and their respective directors, officers and employees (Indemnified Parties) indemnified against any losses, damages, liabilities, costs, claims, actions and demands (including any reasonable expenses arising in connection therewith) (Losses) to the extent that such Losses are incurred as a result of a breach of this Agreement by it, including any breach of any of the above representations or warranties given by it, and will reimburse the Lead Manager for all out of pocket costs, charges and expenses which it may reasonably pay or Incur in connection with investigating, disputing or defending any such action, demand or claim for which it is indemnified under this Agreement.
• $8,2$ The indemnity in clause 8.1 does not extend to and is not to be taken as an indemnity against any Losses of an Indemnified Party to the extent any Losses have resulted from:
• $(a)$ any fraud, recklessness, wilful misconduct or gross negligence of the Indemnified Party;

• $(b)$ any penalty or fine which the Indemnified Party is required to pay for any contravention of any law;

• any amount in respect of which the indemnity would be illegal, void or $(c)$ unenforceable under any applicable law:

• $(d)$ any announcements, advertisements or publicity made or distributed in relation to the sale of the Sale Shares without the written approval of the Vendors or its advisers (other than any announcements, advertisements or publicity in relation to the sale of the Sale Shares made or distributed under legal compulsion and time did not permit the Lead Manager to obtain such written approval); or
• a breach by the Lead Manager of this agreement save to the extent such breach $(e)$ results from an act or omission on the part of a Vendor or a person acting on behalf of a Vendor, where the Lead Manager took reasonable steps to avoid or mitigate the occurrence of such breach.

and in all cases Losses does not include loss, damage or costs of subscription suffered solely as a result of the Lead Manager performing its obligations under clause 2.1(b)).

• Each of the Vendors and an Indemnified Party must not settle any action, demand or claim $8.3$ to which the Indemnity in clause 8.1 relates without the prior written consent of the Vendors or the Lead Manager, as applicable, such consent not to be unreasonably withheld.
• The indemnity in clause 8.1 is a continuing obligation, separate and independent from the 8.4 other obligations of the parties under this Agreement and survives termination or completion of this Agreement. It is not necessary for the Lead Manager to Incur expense or make payment before enforcing that indemnity.
• 8.5 The indemnity in clause 8.1 is granted to the Lead Manager both for Itself and on trust for each of the Indemnified Parties.
• Subject to clause 8.7, the parties agree that if for any reason the indemnity in clause 8.1, 8.6 is unavailable or insufficient to hold harmless any Indemnified Party against any Losses against which the Indemnified Party is stated to be indemnified (other than expressly excluded), the respective proportional contributions of the Vendors and the Indemnified Party or the Indemnified Parties in relation to the relevant Losses will be as agreed, or failing agreement as determined by a court of competent jurisdiction, having regard to the participation in, Instigation of or other involvement of the Vendors and the Indemnified Party or the Indemnified Parties in the act complained of, having particular regard to relative intent, knowledge, access to information and opportunity to correct any untrue statement or omission.
• 8.7 The Vendors agree with each of the Indemnified Parties that in no event will the Lead Manager and its associated Indemnified Parties be required to contribute under clause 8.6 to any Losses in an aggregate amount that exceeds the aggregate of the fees paid to the Lead Manager under this Agreement.
• 8.8 If an Indemnified Party pays an amount in relation to Losses where it is entitled to contribution from a Vendor under clause 8.6 the Vendors agree promptly to reimburse the Indemnified Party for that amount.
• 8.9 If a Vendor pays an amount to the Indemnified Parties in relation to Losses where it is entitled to contribution from the Indemnified Parties under clause 8.6 the Indemnified Parties must promptly reimburse the Vendors for that amount.
• The Lead Manager will notify the Vendors as soon as reasonably practicable of any 8.10 proceeding being commenced, or any claim or action being made against the Lead Manager or Indemnified Party which is reasonably likely to give rise to a claim against the Lead Manager pursuant to this Indemnity. Failure on the part of the Lead Manager to notify the Vendors in accordance with the preceding sentence will not release the Vendors

from any obligation or liability which it may have pursuant to this Agreement except that, if the Lead Manager's fallure to notify under the preceding sentence directly results in a defence no longer being available to the Vendors or a material increase in the amount payable by the Vendors under the indemnity in clause 8.1, the amount payable to the Indemnified Person under the indemnity in clause 8.1 will be reduced by the extent to which the Vendors have suffered loss or damage as a consequence of that failure, on the part of the Lead Manager to notify the Vendors in accordance with the preceding sentence.

9. CONFIDENTIALITY

Each party agrees to keep the terms and subject matter of this Agreement confidential, except:

• $(a)$ where disclosure is required by applicable law, regulation, a legal or regulatory authority or applicable listing rules or otherwise to comply with its regulatory obligations;
• $(b)$ disclosure is made to an adviser or to a person who must know for the purposes of this Agreement or who in the ordinary course of the party's business has access to its internal papers and records, on the basis that the adviser or person keeps the information confidential; and
• $(c)$ to a person to the extent reasonably necessary in connection with any actual or potential claim or judicial, regulatory or administrative process involving that party in relation to the Sale.

10. ANNOUNCEMENTS

• $10.1$ The Vendors and the Lead Manager will consult each other in respect of any material public releases by any of them concerning the sale of the Sale Shares. The prior written consent of the Vendors must be obtained prior to the Lead Manager making any release or announcement or engaging in publicity in relation to the Sale of the Sale Shares and such release, announcement or engagement must be in compliance with all applicable laws, Including the securities laws of Australia, the United States and any other jurisdiction. No announcement may be made by the Lead Manager before announcement to ASX of the Sale.
• 10.2 The Lead Manager may, after completion of its other obligations under this Agreement, place advertisements in financial and other newspapers and journals at its own expense describing their service to the Vendors provided such advertisements are in compliance with all applicable laws, including the securities laws of Australia, the United States and any other jurisdiction and are consistent with other publicly available information in relation to the subject matter of the announcement.

11. EVENT OF TERMINATION

11.1 Right of termination

If, at any time during the Risk Perlod (as defined in clause 11.4), a Vendor is in default of any of the terms and conditions of this Agreement or breaches any representation, warranty or undertaking given or made by it under this Agreement then the Lead Manager may terminate this agreement without cost or liability to itself at any time before the expiry of the Risk Period by giving written notice to the Vendors.

11.2 Materiality

No event listed in clause 11.1 entities the Lead Manager to exercise its termination rights unless, in the bona fide opinion of the Lead Manager, it:

• has, or would reasonably be expected to have, a material adverse effect on: $(a)$
• the willingness of persons to purchase the Sale Shares; or $(1)$
• the price at which ordinary shares in the Company are sold on the ASX; or $(i)$
• would reasonably be expected to give rise to a liability of the Lead Manager under $(b)$ the Corporations Act or any other applicable law.

Effect of termination 11.3

Where, in accordance with this clause 11, the Lead Manager terminates its obligations under this Agreement:

• the obligations of the Lead Manager under this Agreement immediately end; and $(a)$
• any entitiements of the Lead Manager accrued under this Agreement, including the $(b)$ right to be indernnified, up to the date of termination survive.

Risk Period 11.4

For the purposes of this clause, the "Risk Period" means the period commencing on the execution of this Agreement and ending at the earlier of:

• 9:45 am on the Trade Date; and $(a)$
• the time of the special crossing (or if more than one special crossing, the $(b)$ occurrence of the first special crossing) of the Sale Shares referred to in clause $2.2(a)$ .

MISCELLANEOUS 12.

$12.1$ Entire agreement

This agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that matter.

12.2 Governing law

This agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, and waives any right to claim that those courts are an inconvenient forum.

$12.3$ No assignment

No party may assign its rights or obligations under this agreement without the prior written consent of the other parties.

Notices $12.4$

Any notice, approval, consent, agreement, waiver or other communication in connection with this agreement must be in writing.

Affiliates 12.5

In this agreement the term "Affiliates" means any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, a person; "control" (including the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the

direction of the management, policies or activities of a person, whether through the ownership of securities by contract or agency or otherwise and the term "person" is deemed to include a partnership.

12.6 Business Day

In this agreement "Business Day" means a day on which:

• ASX is open for trading in securities; and $(a)$
• $(b)$ banks are open for general banking business in Sydney, Australia.

12.7 Interpretation

In this agreement:

• $(a)$ headings and sub-headings are for convenience only and do not affect Interpretation:
• $(b)$ a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
• $(c)$ a reference to "dollars" and "\$" is to Australian currency:
• $(d)$ a reference to a right or obligation of any 2 or more persons confers that right, or imposes that obligation, severally and not jointly and severally; and
• $(e)$ all references to time are to Sydney, New South Wales, Australia time.

12.8 Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will be ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. That will not invalidate the remaining provisions of this Agreement nor affect the validity or enforceability of that provision in any other jurisdiction.

12.9 Waiver and variation

A provision of or right vested under this Agreement may not be:

• walved except in writing signed by the party granting the waiver, or $(a)$
• $(b)$ varied except in writing signed by the parties.

12.10 No merger

The rights and obligations of the parties will not merge on the termination or expiration of this Agreement. Any provision of this Agreement remaining to be performed or observed by a party, or having effect after the termination of this Agreement for whatever reason remains in full force and effect and is binding on that party.

Counterparts $12.11$

This agreement may be executed in any number of counterparts. All counterparts together will be taken to constitute one agreement.

12.12 Acknowledgement

Each Vendor acknowledges that:

• the Lead Manager is not obliged to disclose to a Vendor or utilise for the benefit of a (a) Vendor, any non-public information which the Lead Manager obtains in the normal course of its business where such disclosure or use would result in a breach of any obligation of confidentiality and any internal Chinese wall policies of the Lead Manager;
• $(b)$ without prejudice to any claim a Vendor may have against the Lead Manager, no proceedings may be taken against any director, officer, employee or agent of the Lead Manager in respect of any claim that a Vendor may have against the Lead Manager;
• it is contracting with the Lead Manager on an arm's length basis to provide the $(c)$ services described in this agreement and the Lead Manager has not and is not assuming any duties or obligations (fiduciary or otherwise) in respect of it other than those expressly set out in this Agreement;
• $(d)$ in performing this Agreement, the Lead Manager will rely on the information provided to it by or on behalf of the Vendors and information in the public domain without having Independently verified the same, and the Lead Manager does not assume any responsibility for the accuracy or completeness of such information for which the Vendors will be solely responsible;
• $(e)$ the Lead Manager may perform the services contemplated by this Agreement in conjunction with their respective Affiliates, and any Affiliates performing these services are entitled to the benefits of and are subject to the terms of this Agreement; and nothing in this Agreement will be construed so as to give the Lead Manager or any of its associates voting power in more than 20% in the Company. In particular, the Lead Manager will not have the power to exercise, or control the exercise of, a right to vote attached to or the power to dispose of, or control the exercise of the power to dispose of, any Sale Shares in excess of 20% of the Company and nothing in this letter obliges the Lead Manager to acquire Sale Shares where to do so would result in the Lead Manager or its associates having a voting power, or relevant interest in the Company in excess of 20%;
• the Lead Manager is a full service securities and corporate advisory firm and, along $(f)$ with its respective Affiliates, the Lead Manager is engaged in various activities, including writing research, securities trading, investment management, financing and brokerage activities and financial planning and benefits counselling for both companies and individuals. In the ordinary course of these activities, the Lead Manager, its Affiliates, employees and officers may be providing, or may be in the future providing, financial or other services to other parties with conflicting interests to a Vendor and may receive fees for those services and may actively trade the debt and equity securities (or related derivative securities) for the Lead Manager's own account and for the account of their customers and may at any time hold long and short positions in such securities.

12.13 Trustee limitation of liability

In this clause 12.13, the term Trust means each of the trusts established over the $(a)$ shares in the Company beneficially owned by the following funds, and Trustee means the trustee of such Trusts, in each case as indicated below:

------ ---- Funds натее . ----- .
---------------------------------------------------------	--

Ironbridge Limited	Capital		IIA Pty Ironbridge Fund IIA
Ironbridge Limited	Capital	цв	Pty Ironbridge Fund IIB

• $(b)$ The Trustee enters into this Agreement only in its capacity as trustee of the Trusts and in no other capacity. A liability arising under or in connection with this Agreement, except a liability arising under this clause 12.13, is limited, and can only be enforced against the Trustee to the extent to which it can be satisfied out of the assets of the Trust out of which the Trustee is actually indemnified for the liability. The limitation of the Trustee's liability applies despite any other provision of this Agreement.
• $(c)$ No party may sue the Trustee in any capacity other than as trustee of the Trust, including seeking the appointment of a receiver (except in relation to property of the Trust), a liquidator, an administrator, or any similar person to the Trustee or prove in any liquidation, administration or arrangement of or affecting the Trustee (except in relation to property of the Trust).
• $(d)$ The provisions of this clause 12.13 do not apply to any obligation or liability of the Trustee to the extent that they are not satisfied because under the deed governing the Trust or by operation of law there is a reduction in the extent of the Trustee's indemnification out of the assets of the Trust, as a result of the Trustee's fraud, negligence or breach of trust.
• $(e)$ The Trustee warrants to each other party that it has a right of indemnification as referred to in clause (b) above (Indemnity) and undertakes that it will notify each of such parties as soon as it is reasonably practicable on such right being reduced, qualified or limited in any material respect.

Yours faithfully

EXECUTED by UBS AG, Australia
Branch by its duly authorised signatories:

Signature of authorised signatory

DANG FITZGUBON

Name of authorised signatory

.
Umanı

Signature of authorised signatory

Jacqueline Neumann

Name of authorised signatory

EXECUTED by Ironbridge Capital IIA
Pty Limited as trustee for the
Ironbridge Fund IIA in accordance with
section 127 of the Corporations Act 2001 $(Cth)$ :

Signature of director

PAUL EVANS

Name of director

Ĺ z. Signature of director/secretary

Mitchell $\frac{\delta+ \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha} \sqrt{1 - \omega_{\alpha}$

EXECUTED by Ironbridge Capital IIB
Pty Limited as trustee for the The Contract of the Contract Contract Section 127 of the Corporations Act 2001 $(Cth)$

V

Signature of director

Julian Knights

Name of director

510

Signature of director/secretary

TUART MITCHELL

Name of director/secretary

EXECUTED by Clantern Holdings B.V.
by or in the presence of:

Signature of witness

Name of witness Justra

	D. Spierdijk
fonature of director	Proxy holder
Name of director	J.C.M. Veerman
	Proxy holder

EXECUTED by Clantern Holdings N.V. by or in the presence of:

Signature of witness

Name of witness

Signature of director

Name of director Ć

Phidias Management NV/SA
Director of the company duly
represented by its own director acting
as permanent representative: I. Florescu

Intertrust (Belgium) NVISA
Elirector of the company
mpresented by its permanent representative, Christophe Tans

SCHEDULE 1

Vendors solicitors

Attention	email address.
David Stammers	david.stammers@ashurst.com
Vendors
Address.	Sale Si
Level 17 1 Bligh Street Sydney NSW 2000	6,485,190
Level 17 1 Bligh Street Sydney NSW 2000	6,485,190
Prins Bernhardplein 200 1097 JB Amsterdam	Ω
The Netherlands
1000 Brussle, Koningsstraat 97, 4 de verdieping	25,004,304
	Belgium

$\bar{z}$

$\bar{z}$

$\bar{z}$

SCHEDULE 2

Timetable

Key events	ila da stringendo
Trade Date (T).	Wednesday 11 November
Settlement Date $(T + 3)$	Monday 16 November

09-Sep-15	UBS Securities Australia Ltd	έģ
D9-Sep-15	JBS Securities Australia Ltd	Βuγ	1,655 20,332	536 6,570
l Ln $0-5$ ep-1	UBS Securities Australia Ltd	à,		67	Nettinary Ordinary Ordinary
	UBS Securities	l a	2,065	18,002	Ordinary
$\frac{10-5e p+15}{11-5e p+15}$	UBS Securities Australia Ltd UBS Securities Australia Ltd	Вy	3,030	994
$1 - 5ep - 15$	UBS Securities Australia Ltd	Buy	4,589	504	Ordinary Ordinary Ordinary
$4-5$ ep-15	JBS Securities Australia Ltd	returned Stock	ΝÁ	(1,000,000)
$4-5e$ p-15	JUBS Securiles Australia Ltd LUBS Securiles Australia Ltd LUBS Securiles Australia Ltd	الألقا	$\frac{8}{2}$	1,036	Ordinary
$5 - 5e$ p-15 $6 - 5e$					Ordinary
		Ì	$\frac{6,271}{6,553}$	$\frac{2.038}{2.140}$	ordinary Ordinary Ordinary
$6-5$ ep-15	UBS Securities Australia Ltd UBS Sec urities Australia Ltd	Buy		8,88
$7 -$ Sep-15		និ	$\frac{27.176}{4.763}$	12
$\frac{11.58p+15}{11.58p+15}$	UBS Securities Australia Ltd UBS Securities Australia Ltd	B		(14, 936)	Ordinary
		à	$\frac{17,623}{3,609}$	5,808	Ordinary
	JBS Securities Australia Ltd	Ì		$\frac{1}{2}$	Ordinary
18-Sep-15 18-Sep-15 21-Sep-15	JBS Securities Australia Ltd UBS Securities Australia Ltd	ã 훉	2,086 198,569	$rac{694}{(65.771)}$	Carling Carling Carling
ᄢ $-5$ ep-1	UBS Securities Australia Lto UBS Securities Australia Ltd Harristan Australia Ltd	ETE.	4,639 $\frac{68}{ }$	(1, 219) 1,539	Ordinary
$2.5eP - 15$	UBS Securities Australia Ltd	a)	16.594	Б.Я	Ordinary
$2 - 5ep - 15$	BS Securities Australia Ltd	ā	13,450
$-5e$ p-15	Securities Australia Ltd š	副录	$\frac{1}{2}$	$\frac{(4.49)}{6.744}$	Ordinary Ordinary
$50 - 15$	UBS Securities Australia Ltd UBS Securities Australia Ltd UBS Securities Australia Ltd			(4.984)	Ordinary
$3-5ep-15$		Sell	364,272	(121, 505	Ordinary
$4.5ep-1$		Βuγ	ဗုန္ဓုန္ဓုန္ဓု ဗုန္ဓုန္ဓုန္ဓုန္ဓု	$\frac{13.224}{ }$	Ordinary
$4-$ Sep-15 4-Sep-15	JBS Securities Australia Ltd	Sell		(19, 174)	Ordinary
$4 - 5ep - 15$	JBS Securities Australia Ltd Securities Australia Ltd ۱š	Вuу		22.587	Ordinary
$4-5ep-15$	Securities Australia Ltd ١š	हाँहाँ			Ordinary
m 5e 0			486,522	(27.160) (162, 255)	Ordinary Ordinan
$-5e$ -1	UBS Securities Australia Ltd UBS Securities Australia Ltd	an	35,239	11.911
Sep-15	JBS Securities Australia Ltd	Sell
28-Sep-15	JBS AG Australia Branch	Stock received	$rac{32.224}{104}$	$\frac{1}{\frac{1}{2} \cdot \frac{1}{2} \cdot \frac{2}{2} \cdot \frac{2}{2}}$	Cleaning Digital Digital Digital
$-5e^{-1}$ æ	JBS Securities Australia	厦	7,552		Ordinary
$\frac{1}{8}$ σή	JBS Securities Australia Ltd	Buy	10,008	3.395	Ordinary
$9 - 5ep - 15$	JBS Securities Australia Ltd. JBS Securities Australia Ltd.	કે	$\frac{6,802}{38,832}$	$\frac{2.312}{13.014}$	Ordinary
		à			Ordinary Ordinary
30-Sep-15	JBS Securities Australia Ltd	흸	38,000	12,761
	Securities Australia Ltd Securities Australia Ltd Sar	큕		(23, 402)	Ordinary Ordinary
Sep-15	SS.	Buy B	원朝 기 명 기타	8,486
-Det-15 $2-0$ c $-15$	Securities Australia Ltd Securities Australia Ltd San ξ	힒 ã		3,697
- Si	Securities Australia Ltd San	द्धि		$\frac{1,060}{(7,869)}$	Cedian Ordinal Ordinal
	Securities Australia Ltd ě	अ	21,534 67,889
$5 - 0 - 15$	l⊕	Sell		(817 (22, 577)	Ordinary
$05-0ct-15$	Securities Australia Ltd Securities Australia Ltd š	Ì	$\begin{array}{r} 2,459 \ -3,882 \ \hline 3,882 \ -2,653 \ \hline 10,392 \ \hline 1,11 \ \hline 2,71 \ \hline 1,29,250 \ \hline \end{array}$	1,255
$-0t-15$	UBS Securities Australia Ltd	à		1,28
D6-Oct-15	JBS Securities Australia Ltd	Suy
$06-0ct-15$	Securities Australia Ltd క్ష	الأأذا		$rac{87}{3.431}$
06-04-15 06-04-15	Australia Ltd Securities. l≌			(295)	Ordinary Ordinary
	JBS Securities Australia Ltd	灵		(250,000)
$\frac{1}{2}$ D7-Oct-15	Securities Australia Ltd UBS Securities Australia Ltd ЩŚ	È द्ध	3,998 762,500 228,645		Ordinary Ordinary Ordinary
$28-0ct-15$	Securities Australia Ltd Saru	lsl		$\frac{(250,000)}{(75,000)}$
$38-0ct-15$	Securities Australia Ltd İä	Buy
08-Oct-15	JBS Securities Australia Ltd	힄	4.576	1,496 53,591	Ordinary
$28-0ct$ 15	JBS Securities Australia Ltd	द्ध	$\frac{164,063}{30,914}$		Vieujpu) Vieujpu) Vieujpu)
16-Oct-15	Securities Australia Ltc			(10,001) (14,047)
09-Oct-15	Securities Australia Ltd Sign	통화		1,405
09-Oct-15	Securities Australia Ltd Les.	힣	4,509 4,591
09-0ct-15	UBS Securities Australia Ltd	辰		$\frac{1,499}{(135,1)}$
$2 - Oct - 15$	AG, Australia Branch š	Stock received
$12 - Oct - 15$	Securities Australia Ltd Š	회	$\frac{8}{12}$ $\frac{8}{12}$ $\frac{8}{12}$	$\frac{1.541}{2}$
$\frac{15}{200}$	JBS Securities Australia Ltd	氲	42,441
$2 - Oct - 15$	Securities Australia Ltd San	និ
$\frac{12 \cdot \text{Oct} \cdot 15}{13 \cdot \text{Oct} \cdot 15}$	UBS Securities Australia Ltd UBS Securities Australia Ltd	쿥	$\frac{12,258}{59,402}$	$\frac{13,82}{13,521}$	$\begin{array}{c}\n\left \frac{\partial P}{\partial \theta}\right & \frac{\partial P}{\partial \theta}\n\ \n\left \frac{\partial P}{\partial \theta}\right & \frac{\partial P}{\partial \theta}\n\end{array}$
		Stack borrowed

. . .

للمستعدد

$\cdots$

pate of	Person whose relevant interest	Nature of Change	Consideration given	Number of	ECX- Appendix Class
change	changed		in relation to change	securities
4-Jul-15	UBS Securities Australia Ltd	Бuу	9.030	$rac{8}{2000}$	Ordinary
$S1- N+1 $	UBS Securities Australia Ltd	회회	22,869		Ordinary
$\frac{5}{15}$ $\frac{1}{15}$	UBS Securities Australia Ltd		કિ	(560)	Ordinary
	Australia Ltd UBS Securities	ا ڇ	18,660	$rac{1}{6}$	Ordinary
$22 - Ju - 15$	UBS Securities Australia Ltd	ã	2.654	856	Ordinary
$\frac{28-16+55}{28-16-55}$	UBS Securities Australia Ltd	회폐회	3,766	1,202	Ordinary
	UBS Securities Australia Ltd		$rac{8.780}{3.750}$	$\frac{198}{118}$	Ordinary Ordinary
29-Jul-15 30-Jul-15	UBS Securities Australia Ltd UBS Securities Australia Ltd
$31 - 101 - 15$	JBS AG, Australia Branch	Stock returned Š	3.612 ¥	(15, 913) 1,147	Ordinary
i Filip	JBS AG, Australia Branch	Stock returned	$\mathsf{W}^\mathsf{A}$		Ordinary
81-Jul-15	JBS Securities Australia Ltd			$\frac{(17,072)}{1,166}$	Ordinary Ordinary
$1 - Ju - 15$		Rus	$\frac{3,665}{6,360}$		Ordinary
03 Aug-15	pp eleusny saurroas sar Pn eleusny saurroas sar	È	$\frac{1}{2}$	$\frac{2,019}{3,926}$	Ordinary
04-Aug-15	UBS Securities Australia Ltd	쿴		(2,019)	Ordinary
04-Aug-15	UBS Securities Australia Ltd		$\frac{6360}{50,997}$
		회회회		16,142	Ordinary Ordinary
05-Aug-15	UBS Securities Australia Ltd UBS Securities Australia Ltd		7.872		Ordinary
05-Aug-15	JBS Securities Australia Ltd	à	23.625	$\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$ $\frac{1}{2}$	Ordinary
31-6nv-90	JBS Securities Australia Ltd	និ	47,273		Ordinary
06-Aug 15	Securities Australia Ltd ě	اڈا	$\frac{2.369}{6.320}$		Ordinary
Aug-1	UBS Securities Australia Ltd UBS Securities Australia Ltd	å		2,000	Ordinar
Aug-15		Вuу	19,815	6,372	Ordinary
Aug-15	UBS Securities Australia Ltd UBS Securities Australia Ltd	a Buy	40,718	13,094	Ordinary
0-Aug-15		Ĵ	3,528	$\frac{15}{2}$	Ordinary
1-Aug-15 $1 - Aug. 15$	UBS Securities Australia Ltd	Ιă	$\frac{3,007}{2,396}$		Ordinary
$2 - k$ ug-15	JBS Securities Australia Ltd. JBS Securities Australia Ltd.	阖		$\frac{763}{157}$	Orcinary Ordinary
$2 - A$ ug-15	JBS Securities Australia Ltd	힣	$\frac{3.603}{2.396}$	768	Ordinar
3-Aug-15	UBS Securities Australia Ltd	a Bu	4,304	1.374	Ordinary
$3$ Aug-15	UBS Securities Australia Ltd	흸	5,603	$\frac{16}{5}$	Ordinary
3-Aug-15	JBS Securities Australia Ltd	à.	25,436	$\frac{1}{2}$	Ordinary
$3-Auq-15$	UBS Securities Australia Ltd	È	1,995	637	Ordinar
$4 - Aug - 15$	JBS Securities Australia Ltd	έý	39,845	2,704	Ordinary
$7$ Aug-15	UBS Securities Australia Ltd	e al al	41,974	$\frac{1}{2}$	Ordinary
7-Aug-15	JBS Securities Australia Ltd		84,509	26,721	Ordinary
8-Aug-15	JBS Securities Australia Ltd	Ì	20,331	6,396	Ordinary
18-Aug-15	JBS Securities Australia Ltd	శ్లే	13,540	(4,243)	Ordinary
$9 - A + 9 - 15$	UBS Securities Australia Ltd Securities Australia Ltd ě	द्ध		$\frac{(39)}{8,366}$	Ordinary Ordinary
0-Aug-15 $1 - Aug - 15$	Australia Ltd JBS Securities	्ट्र	26.732
$1$ Aug-15	UBS Securities Australia Ltd	ট্রা 굲	35,767	11,483	Ordinar )
24-Aug-15	UBS Securities Australia Ltd	Buy	2,177 39,621	(700) 13,088	Ordinary Ordinary
4-Aug-15	JBS Securities Australia Ltd	និ		14,936
		'द्वा	45.107 16,139	(5, 257)	Ordinary Ordinary
si - Sny-s Si - Sny-p	UBS Securities Australia Ltd UBS Securities Australia Ltd	à
26-Aug-15	JBS Securities Australia Ltd	à	$\frac{40,603}{7,393}$	$\frac{13,532}{2,428}$	na anglici Bibliographi Dio Dio Dio
26-Aug-15	UBS Securities Australia Ltd	Зŵ	2,475	$\frac{8}{10}$
26-Aug-15	Securities Australia Ltd š	डी	$\frac{10,165}{2,060}$	363
m Aug-1	Australia Ltd Securities Ιš	lalar La		672	Ordinary
$7 - Aug - 15$	UBS Securities Australia Ltd		24,046	7,837	Ordinar )
28-Aug-15	JBS Securities Australia Ltd	a Buy		6,098	Ordinary
28 Aug-15	Securities Australia Ltd š	副	$\frac{2,543}{35,838}$		Ordinary Ordinary
31-Aug-15 01-Sep-15	Securities Australia Ltd 9	흸		11,520
$01 -$ Sep-15	JBS Securities Australia Ltd JBS Securities Australia Ltd	Stock barrowed Зuу	33.756 ş	1,000,000 10.779	Ordinary
$02 - 5ep - 15$	Securities Australia Ltd š	à	10,661	1.432	Ordinary Ordinary
	Ιğ	ã	2,524	808	Ordinary
51-das-80 51-das-80	Securities Australia Ltd Securities Australia Ltd ŝ	Stock returned		(1,000,000)	Ordinary
04-Sep-15	JBS Securities Australia Ltd	Вuу	$\frac{158}{2,58}$	$ \widetilde{\mathfrak{g}} $	Ordinary
04-Sep-1	JBS Securities Australia Ltd	$\frac{3}{2}$	$\frac{143}{1.893}$		Ordinary Ordinary
$-5e2$	UBS Securities Australia Ltd UBS Securities Australia Ltd	Buy Stock borrowed		621
1: 195-18) 197-198-190	UBS Securities Australia Ltd		≷ ஜி	$\frac{1,000,000}{632}$	Ordinary
		δŊ			Ordinary

UBS Securities Australia Ltd		5,099	1,669
Australia 읨	회회회	1.476	(484)	Ordinary Ordinary
Australia Ltd JBS Securities Australia Ltd Securities	ब्र	$\frac{13.913}{2}$ 12.593	(4,135) $\frac{156}{156}$	Ordinary Ordinary
JBS Securities Australia Ltd	Stock borrowed	ŃА		Ordinary
JBS Securities Australia Ltd	lã	4,750	20,000	Ordinary
JBS Securities Australia Ltd	ā		(889)
JBS Securities Australia Ltd	ادا B	29.539 2.667	9,868	Ordinary Ordinary
JBS Securities Australia Ltd	J		(773)	Ordinary
UBS Securities Australia Ltd	ē	$\frac{2,322}{21,512}$
وا			$\overline{181}$	Ordinary
Australia L Securities	Ĵ		6,233	Ordinary
JBS Securities Australia Ltd	returned Stock	⋚	(30,000)	Ordinary
JBS Securities Australia Ltd	Stock returned	≸	(30,000)	Ordinary
JBS Securities Australia Ltd	Бlу	$rac{1908}{7}$		Ordinary
JBS Securities Australia Ltd	뗗			Ordinary
JBS Securities Australia Ltd. JBS Securities Australia Ltd.	회회	27,744 39,369 10,113	$\frac{1629}{9,107}$	Ordinary
				Ordinary
UBS Securities Australia Ltd	à	4823	اقا	Ordinary
UBS Securities Australia Ltd	Sell	42,664	(13, 539)	Ordinary
UBS Securities Australia Ltd	È			Ordinary
Securities Australia š			$\frac{10.436}{8.914}$	Ordinary
	laisi	$\frac{33,889}{28,489}$
UBS Securities Australia Ltd UBS Securities Australia Ltd ------------------------------------			(23,243)	Ordinary
	Sell	16,145		Ordinary
JBS Securities Australia Ltd	ā	$\frac{5.070}{2.318}$	$\frac{\frac{1}{2}}{\frac{1}{2}\left \frac{1}{2}\right }$	Ordinar )
JBS Securities Australia Ltc	à			Ordinary
JBS Securities Australia Ltc	횕	29,80	9,325	Ordinary
JBS Securities Australia Ltd JBS Securities Australia Ltd		ë,		Ordinary
	ã	3,578	$\overline{ \tilde{e}^{d} }$	Ordinary
JBS Securities Australia Ltd	Σ	993	န္က	Ordinary
	δùγ		60,000	Ordinary
UBS Securities Australia Ltd. UBS Securities Australia Ltd UBS Securities Account		197,256 - 56,284 - 17,050	(17,253)	Ordinary
	[폐회제		(5,000)	Ordinary
		57.92	(17, 140)	Ordinary
185 Securities Australia LUI 185 Securities Australia Lui 185 Securities Australia Lui 185 Securities Australia Lui 185 Securities Australia Lui 185 Securities Australia Lui	Ì	5.122		Ordinary
	궀	104,563	$\frac{1,456}{(29,813)}$ 869	Ordinary
	일	2,558		Ordinary
			(1, 92)	Ordinary
	اڇُا،		$\frac{9.250}{ }$	Ordinary
		$\frac{15}{33}$
	ЭÙ		10,000	Ordinary
	Ī	4,966	(1.463)	Ordinary
JUBS Securities Australia Ltd JUBS Securities Australia Ltd JUBS Securities Australia Ltd	회회	$\frac{1478}{2280}$	$\frac{2}{3}$	Ordinary Ordinary
	$\mathbf{E}$
UBS Securities Australia Ltd UBS Securities Australia Ltd		4,328		Ordinan
	a Buy	91,152		Ordinar
	ξŪ		4,305	Ordinary
UBS Securities Australia Ltd UBS Securities Australia Ltd	큟	$\frac{15,157}{15,692}$		Ordinary
	ăв		$\frac{(4,305)}{2,109}$
	ا⊼ا	71.120	(20, 149)	Ordinar ) Ordinary
UBS Securites Australia Ltd UBS Securites Australia Ltd UBS Securites Australia Ltd	Stock borrowed	ΙŞ		Ordinan
JBS AG, Australia Branch	Stock returned	Ş	204,365 [308]	Ordinary
JBS Securities Australia Ltd	힄	1,62
Securities Australia Ltc وا			$rac{453}{16180}$	Ordinary Ordinary
	의회	$\frac{5}{250}$	5,000
JBS Securities Australia Ltd JBS Securities Australia Ltd				Ordinary
	ā	18,450	(5,000)	Ordinan
JBS Securities Australia Ltd	ā	6,403	(1, 819)	Ordinary
JBS Securities Australia Ltd	힣			Ordinary Ordinary
JBS Securities Australia Ltd		389 31,875	$\frac{18,916}{(73,829)}$
JBS Securities Australia Ltd	Buy	4,297	$\frac{1.248}{(6.781)}$	Ordinary
UBS Securities Australia Ltd LIBS Securities Australia Ltd	ăυ	42,175		Ordinary
	岗	23,371
UBS Securities Australia Ltd	Stock returned	ΙŞ	(204, 365)	Ordinary Ordinary
Australia Branch ত্ৰ Sar	Stock returned	Ş
			(37, 223)	Ordinary
UBS AG, Australia Branch	Stock returned	Ş	(1,689)	Ordinary
UBS AG, Australia Branch	Stock returned	≸		Carling Carling Codinary Codinary
UBS Securities Australia Ltd UBS Securities Australia Ltd UBS Securities Australia Ltd	圖副	8853 - - - -	$\frac{(1,333)}{1,661}$
			20,217 (5.370)