GTN LIMITED — Major Shareholding Notification 2018

Sep 20, 2018

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/ Scheme	GTN Limited
ACN/ARSN
1. Details of substantial holder (1) Name	QVG Capital Pty Ltd
ACN/ ARSN (if applicable)	619 271 886
The holder became a substantial holder on	21/09/2018

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

	Number of securities	Person's votes (5)	Voting power (6)
FPO	17.302.515	17,302.515	7.70%
			*Based on issued capital of 224,720,643 shares

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)	I Class and number of securities
ISee Schedule 1

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows: Ī

Holder of relevant interest	Registered Holder of securities	Person entitled to be registered as holder (8)	. I Class and number of securities
See Schedule 1

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 Date of	Consideration (9)
interest	acquisition	Cash	Non-cash	Class and number of securities
QVG Capital $21/05/2018 -$ Pty Ltd 21/09/2018	Consideration for Acquisition of Shares \$35,126,377		Acquisition of 18,052,515 shares
	Consideration for Disposal of Shares \$1,752,239		Disposal of 750,000 shares

6 Associatos

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
IN/A

7. Addresses

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

Name	Address
QVG Capital Pty Ltd	Level7, 139 Macquarie Street, Sydney, NSW 2000

Signature

Print name	Tony Waters	Capacity	Director
Sign here		Date

DIRECTIONS

• 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 $(1)$ 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 the form as a specifically named group if the membersh form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• $(5)$

The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant

• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• Include details of: $(7)$

any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document any relevant agreement to our or the district 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

$(b)$

$(a)$

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.

$(8)$

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".

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 m $(9)$ included of 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.

Schedule 1 - QVG Capital Pty Ltd becoming a substantial holder in GTN Limited
Details of relevant interests

Holder of relevant interest	Nature of relevant interest	Class and number of securities
QVG Capital Pty Ltd	Power to (or to control) exercise vote and/or dispose of the securities as discretionary investment managers or advisers of superannuation funds, pooled superannuation trusts, managed investment schemes and investment management lagreements.	Fully paid ordinary shares	17,302,515

Details of present registered holders

Holder of relevant interest	Registered holder of securities	Persons entitled to be a registered holder	Class and number of securities
QVG Capital Pty Ltd	JP Morgan Nominees Australia Ltd	JP Morgan Nominees Australia Ltd	15,088,276 FPO
2 QVG Capital Pty Ltd	National Nominees Ltd	National Nominees Ltd	2,214,239 FPO
зI
41

17,302,515