RETAIL FOOD GROUP LIMITED — Major Shareholding Notification 2015

Nov 29, 2015

Nov. 27. - 2015. - 4:31 PM	- Wawer Inv Mgt Ltd. 4032624099		-No. 0630 - P. - 175
MAWER		Calgary OfficeSuite 600, 617 - 10th Avenue S.W.Caigary, Alberta T2R 0A8	Toronto OfficeSuite 1610, 70 York StreetTerenta Ontario MSJ 199
info@mawer.commawer.com		1 403 262 4673900 889 62481 403 262 4099	1 416 865 3354800 889 6246416 865 3357

FAX TRANSMISSION

	Manager, Listing Department
Attention:	Australian Stock Exchange Ltd	From:	Christy Collingham
Fax:	011 61 2 9347 0005	Pages:	5
Phone:	(403) 770-5196	Date:	11/27/2015

Re:

			.		- -- ---- --
URGENT.	FOR REVIEW		TERLEASE COMMENT SATA RELEASE REPLY AT		E PLEASE RECYCLE
				------
		.

Dear Sir/Madam;

Pursuant to Section 671 of the Corporations Law, Mawer Investment Management Ltd. discloses a change of interests for its substantial holding in Retail Food Group Ltd. As such, we enclose a completed ASIC Form 604.

Please contact the undersigned if you have any questions or concerns,

Regards,

Christy Collingham Compliance Associate 403.770.5196 ccollingham@mawer.com

The information transmitted is intended only for the person or entity to which it is addressed and may contain confidential and/or privileged material. Any review, re-transmission, dissemination or otheruse of, or taking of any action in reliance upon this information by persons or entities other than the intended recipient is prohibited. If you received this email in error, please contact the sender immediately by return electronic transmission and then immediately delete this transmission, including all attachments, without copying, distributing or disclosing same. No member of Mawer InvestmentManagement Ltd. is liable for any errors or omissions in the content or transmission of this email or accepts any responsibility or liability for loss or damage arising from the receipt or use of this transmission.

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Retail Food Group Limited
ACN/ARSN	106 840 082
1. Details of substantial holder (1)
Name	Mawer Investment Management Ltd.
ACN/ARSN (if applicable)
There was a change in the interests of theNovember/27/2015substantial holder on
The previous notice was given to the company on	November 23, 2015
The previous notice was dated	November 23, 2015

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votesVotting power (5)		Parson's votes	Voting power (5)
Common Shares	12,456,659	7.58%	10,550,989	6.42%

3. 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 securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date ofchange	Person whosersisvant interestchanged	Nature of change (6)	Consideration given inrelation to change (7)	Class and numberof securitiesaffected	Person's votesaffected
November24, 2015toNovember201527.	Please seeattachedAppendix 1

4. Present relevant Interests

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

Holder ofrelevantInterest	Registered holderof securities	Person entitled to beregistered as holder(B)	Nature of relevantinterest (6)	Class and numberof securities	Person's votes
MawerInvastmentManagementLtd.	REC InvestorServices(Custodian)	TEC	PortfolioManager(DiscretionaryManagement)	2,477,841	2,477,041
MawerInvestmentManagement	CIBC Mellon	CIBC .	PortfolioManager(Discretionary	108,719	---------------------------------------108,719

Ltd.			Management)
Mawer			Portfolio
Investment	State Street	State Street	Manager
Management	Canada	Canada	(Discretionary	7,848,412	7,848,412
Ltd.			Management)
Mawer			Portfolio
Investment	BNY Mellon	BNY Mellon	Manager		108,193
Management			(Discretionary	79,452
Ltd.			Management)
Mawer			Portfolio
Investment.	RBC Trust	RBC Trust	Manager	26,284	28,284
Management			(Discretionary
Ltd.			Management)
Mawer			Portfolio
Investment	State Street	State Street	Manager	8,201	0.281
Management	(US)	(US)	(Discretionary
Ltd.			Management)

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (If applicable)	Nature of association

6. Addresses

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

____Name	Address
Mawer InvestmentManagement Ltd.	600, 517 - 10 th Avenue S.W., Calgary, Alberta, Canada, T2R 0A8

Signature

print name	Paul Mor	capacity		Deputy Chief Investment Officer
sign here		date	November 27, 2015
	$\cdots$

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

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

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

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

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

• Include details of: $(6)$

  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ 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
  • 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired $(7)$ has, or may, become entitted 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.
• 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". $(B)$
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Mawer Investment Management Ltd

Appendix 1 to Form 604 Notice of change of interests of substantial holder

November 24, 2015 to November 27, 2015

Trade Oate	Person whose interest changes	Nature of Change	Consideration given in rel Class of Security		Number of Securities/Vote
	11/24/2015 Mawer as discretionary manager as Sold on Stock Exchange		. 3. 5. 5. 5. 5. 5. 1.160.713.731 #Common $4		2719178)
	11/26/2015 Mawer as discretionary manager	Sold on Stock Exchange	(4.238.286.50)	Common :	0.11:857.001
	2015 Mawer as discretionary manager as Sold on Stock Exchange			33 497 481 Schmmon 382 58
				Mawer Position	10.550,989.00

SIGNED BY Paul Moroz, Deputy Chief Investment Officer

27-Nov-15

$\lfloor 1d \rfloor$

12,456,659.00

Mawer Position