GTN LIMITED — Major Shareholding Notification 2017

Aug 30, 2017

				Form 604 Corporations Act 2001 Section 671B
			Notice of change of interests of substantial holder
	To Company Name/Scheme		GTN Limited (GTN)
ACN/ARSN			38 606 841 801
	1. Details of substantial holder (1)		GTCR Gridlock II (Cayman), L.P. (GTCR)
Name			GTCR Partners X/A&C AIV L.P. in its capacity as general partner of each of GTCR Fund X/A AIV, LP. (GTCR Fund X/A) and GTCR Fund X/C AIV, LP. (GTCR Fund X/C) GTCR Investment X AIV Ltd in its capacity as general partner of GTCR Co-Invest X AIV, LP. (GTCR Co-Invest) (collectively the GTCR Funds)
	ACN/ARSN (if applicable)	N/A
substantial holder on	There was a change in the interests of the The previous notice was dated	The previous notice was given to the company on	31/08/2017 06/06/2016 06/06/2016
	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
iollows:			(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
			Previous notice Person's votes Voting power (5)			Present notice
		Class of securities (4)				Person's votes	Voting power (5)
	ORDINARY		102,296,985	50.8%		109,063,081	48.5%
	B. Changes in relevant interests
			Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securitles 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:
	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
	05/12/2016	GTCR	Subscription for ordinary shares pursuant to GTN's Accelerated Non-Renounceable Entitlement Offer.		\$2.90 per GTN share	10,192,813 ordinary shares	$-0.16%$

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The GTCR Funds filed a Form 603 – Notice of initial substantial holder on 6 June 2016, which disclosed that due to the operation of section 608(3)(b) of the Corporations
Act, the GTCR Funds were taken to have a relevant in

31/08/17	GTCR	Following the release of 102,296,985 ordinary shares held in escrow pursuant to escrow deeds entered into by GTN with various shareholders, including GTCR (as disclosed in Annexure A and in GTN's Form 603 filing dated 6 June 2016), GTCR is no longer deemed to hold a relevant interest in 3,426,717 ordinary shares held by William Louis Yde III (as GTN no longer holds a relevant interest in those shares on the release of the escrowed shares).	N/A	3,426,717 ordinary 1.52% Ishares
05/12/2016	IGTCR Funds	The GTCR Funds' voting power is in excess of 20% of the interests in GTCR and under section 608(3)(b) of the Corporations Act 2001 (Cth) (Corporations Act) are taken to have relevant interest that: GTCR has pursuant to the ordinary shares held on behalf of GTCR by its nominee and as a result of the GTCR Funds controlling GTCR; and GTN has pursuant to escrow N/A deeds entered into by GTN with various shareholders, including the GTCR Funds, as disclosed at Annexure A and in GTN's Form 603 filing dated 6 June 2016) (Escrow Deeds). The GTCR Funds' relevant interest in GTN changed as a result of GTCR subscribing for ordinary shares pursuant to GTN's Accelerated Non-Renounceable Entitlement Offer.		10,192,813 ordinary shares	$-0.16%$
31/03/2017	GTCR Funds	The GTCR Funds' relevant interest in GTN reduced as a result of dilution following the issue of 2,764,674 ordinary shares to participants under GTN's DRP. The GTCR Funds did not participate in the DRP.	N/A	N/A	$-0.62%$
31/08/17	GTCR Funds	Following the release of 102,296,985 ordinary shares held in escrow pursuant to the Escrow Deeds, the GTCR Funds lare no longer deemed to hold a relevant interest in 3,426,717 ordinary shares held N/A by William Louis Yde III (as GTN no longer holds a relevant interest in those shares on the release of the escrowed shares).		3,426,717 ordinary . 1.52 % Ishares

4. Present relevant interests

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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 Nature of to be registered relevant as holder (8) interest (6)		Class and number of securities	Person's votes
IGTCR	Merrill Lynch (Australia) Nominees Ptv Ltd	IGTCR	Relevant interest under sections 608(1)(b) and 608(1)(c) of the Corporations Act as the beneficial owner.	109.063.081 lordinary shares	109,063,081
GTCR Funds	Merrill Lynch (Australia) Nominees Pty Ltd	IGTCR	Relevant interests under section 608(3)(b) of the Corporations Act as a result of lthe GTCR Funds controlling IGTCR.	109,063,081 jordinary shares	109,063,081

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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 indication (5) with, the substantial indication to voting interests in th

Name and ACN/ARSN (if	Nature of association
N/A	N/A

1. Addresses

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

Name	Address .
All persons named in this form	300 North LaSalle Street, Suite 5600, Chicago, IL, 60654 ________

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	Signature
	print name	Mark Anderson	capacity		Managing Director
	sign here	(MM	date	31		10812017
		DIRECTIONS
K1)	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 any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal (b) 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.
K7)		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)	"unknown"'.	If the substantial holder is unable to determine the identity of the person (eq. if the relevant interest arises because of an option) write
(9)		Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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