INGHAMS GROUP LIMITED — Major Shareholding Notification 2016

Nov 8, 2016

DocuSign Envelope ID: 14286531-202D-4510-865B-87C994C1F02D

603 GUIDE page 1/1 13 March 2000

Form 603 Corporations Act 2001 Section 671B

Notice of initial substantial holder

Notice of initial substantial holder	Notice of initial substantial holder	Notice of initial substantial holder	Notice of initial substantial holder
ToCompany Name/SchemeInghams Group LimitedACN/ARSN162 709 5061. Details of substantial holder (1)NameTPG Adams Co-Invest, L.P. (an entity established under the laws of Delaware, USA) (TPG Adams), TPG Asia VI SF PteLtd (an entity established under the laws of Singapore) (TPG Asia VI) and TPG Asia SF V Pte Ltd (an entity establishedunder the laws of Singapore) (TPG Asia V) (together,TPG Entities) and their associatesACN/ARSN (if applicable)N/AThe holder became a substantial holder on07/11/20162. Details of voting powerThe 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 arelevant interest (3) in on the date the substantial holder became a substantial holder are as follows:Class of securities(4)Number of securitiesPerson’s votes(5)Voting power(6)Ordinary fully paid shares178,827,665178,827,66547.03%3. Details of relevant interestsThe nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became asubstantial holder are as follows:Holder of relevant interestNature of relevant interest(7)Class and number of securitiesTPG AdamsInterest held directlyas a shareholder33,240,975 fully paid ordinarysharesTPG Asia VInterest held directlyas a shareholder79,475,810 fully paid ordinarysharesTPG Asia VIInterest held directlyas a shareholder66,110,880 fully paid ordinarysharesEach TPG Entity and its associatesInterest held under section 608(3)Corporations Act178,827,665 fully paid ordinary shares4. Details of present registered holdersThe persons registered as holders of the securities referred to in paragraph 3 above are as follows:Holder of relevantinterestRegistered holder ofsecuritiesPerson entitled to beregistered as holder(8)Class and numberof securitiesTPG AdamsTPG AdamsTPG Adams33,240,975 fully paidordinarysharesTPG Asia VTPG Asia VTPG Asia V79,475,810 fully paidordinary sharesTPG Asia VITPG Asia VITPG Asia VI66,110,880 fully paidordinary shares5. ConsiderationThe 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 holderbecame a substantial holder is as follows:Holder of relevantinterestDate of acquisitionConsideration (9)Class and numberof securitiesCashNon-cashN/A		Inghams Group Limited
		162 709 506
		TPG Adams Co-Invest, L.P. (an entity established under the laws of Delaware, USA) (TPG Adams), TPG Asia VI SF PteLtd (an entity established under the laws of Singapore) (TPG Asia VI) and TPG Asia SF V Pte Ltd (an entity establishedunder the laws of Singapore) (TPG Asia V) (together,TPG Entities) and their associates
		N/A
6. AssociatesThe reasons the	persons named in paragraph 3 above are associates of the substantial holder are as follows:

58187121

DocuSign Envelope ID: 14286531-202D-4510-865B-87C994C1F02D

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

7. Addresses

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

Name	Address
TPG Adams	4001 Kennett Pike, Suite 302, Wilmington, DE 19807, United States
TPG Asia V	#15–01 UOB Plaza 1, 80 Raffles Place, 048624 Singapore
TPG Asia VI	#15–01 UOB Plaza 1, 80 Raffles Place, 048624 Singapore

Signature

print name Michael LaGattacapacity	Vice President,GP of TPG Adams
sign heredate	08/11/2016
DIRECTIONS
er of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar,
ed to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members
paragraph 7 of the form.
f "associate" in section 9 of the Corporations Act 2001.
f "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
of a company constitute one class unless divided into separate classes.

• (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 7 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 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 interest in.

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

• (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.

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

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