Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Shine Corporate Ltd
ACN/ARSN	162 817 905
1.Details of substantial holder (1)Name	Shine Corporate Ltd
ACN/ARSN (if applicable)	162 817 905
The holder became a substantial holder on		15/05/2013
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:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Fully paid ordinary shares	100,679,804	100,679,804	64.95%

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
Shine Corporate Ltd	Shine Corporate has a relevant interestin its own securities as a result of thevoluntary restriction agreement enteredinto with shareholders which gives it thepower to control the exercise of a powerto dispose of those securities for thepurpose of section 608(1).	100,679,804 fully paid ordinary shares
	The voluntary restriction deed is attachedas an Annexure.

4. Details of present registered holders

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

Holder of relevant	Registered holder of	Person entitled to be	Class and number
interest	securities	registered as holder (8)	of securities
Shine Corporate Ltd	Simon Morrison as trustee for the	Simon Morrison as trustee for the	49,050,205 fully paid
	Simon Morrison Trust	Simon Morrison Trust	ordinary shares
Shine Corporate Ltd	Simon Morrison	Simon Morrison	1,289,697 fully paidordinary shares
Shine Corporate Ltd	Stephen Roche as trustee for the	Stephen Roche as trustee for the	49,050,205 fully paid
	Stephen Roche Trust	Stephen Roche Trust	ordinary shares
Shine Corporate Ltd	Stephen Roche	Stephen Roche	1,289,697 fully paidordinary shares

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 relevantinterest	Date of acquisition	Consideration (9)		Class and numberof securities
		Cash	Non-cash
Shine Corporate Ltd	15 May 2013	Nil		100,679,804 fully paidordinary

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
N/A

7. Addresses

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

Name	Address
Shine Corporate Ltd	Level 6, 30 Makerston Street, Brisbane, Queensland, 4000
Simon Morrison	20 Kew Road, Graceville, Queensland, 4075
Stephen Roche	152A Russell Street, Toowoomba, Queensland, 4350

Signature

print name	John George	capacity	Company secretary
sign here		date	15/05/2013

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 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.

Annexure Voluntary restriction deed Shine Corporate Ltd ACN 162 817 905

This is the Annexure of 11 pages referred to in Form 603 (Notice of initial substantial holder).

__________________________

John George Company secretary

Date: 15 May 2013

Voluntary restriction deed

Shine Corporate Ltd ACN 162 817 905

The parties listed in item 1 of the Schedule

Level 11 Central Plaza Two 66 Eagle Street Brisbane QLD 4000 GPO Box 1855 Brisbane QLD 4001 Australia ABN 42 721 345 951 Telephone +61 7 3233 8888 Fax +61 7 3229 9949

		Parties -------------------------------------------------------------------------------------------------------- 1

		Background -------------------------------------------------------------------------------------------------- 1
		Agreed terms ------------------------------------------------------------------------------------------------ 1
1		Definitions and interpretation--------------------------------------------------------------------- 1
	1.1	Definitions	1
	1.2	Interpretation	2
2		Restrictions------------------------------------------------------------------------------------------ 2
	2.1	Holders activity during Restricted Period	2
	2.2	Holding lock	2
3		Takeover Bid ---------------------------------------------------------------------------------------- 2
	3.1	Release during Takeover Bid	2
	3.2	Return of holding lock	3
4		Merger ----------------------------------------------------------------------------------------------- 3
	4.1	Release during merger	3
	4.2	Return of holding lock	3

5		Pre-bid Acceptance Agreements ------------------------------------------------------------------ 3
	5.1	Entry into Pre-bid Acceptance Agreements	3
	5.2	Limited release	4
6		Warranties------------------------------------------------------------------------------------------- 4
	6.1	Holders' warranties	4
	6.2	Breach of warranties	4
7		Consequences of breaching this document ------------------------------------------------------ 4
	7.1	Enforcement	4
	7.2	Consequences of breach	4
8		Facsimile--------------------------------------------------------------------------------------------- 4

9	9.1	General ---------------------------------------------------------------------------------------------- 5Governing law and jurisdiction	5

	9.2	Counterparts	5
	9.3	Amendments and waivers	5
10		Notice ------------------------------------------------------------------------------------------------ 5
	10.1	Method of giving notice	5

Execution----------------------------------------------------------------------------------------------------- 8
Schedule------------------------------------------------------------------------------------------------------ 7Particulars (clause 1)		7

10.3	Address for notices	6
10.2	When is notice given	5

Company	Shine Corporate Ltd ACN 162 817 905
	of Level 6, 30 Makerston Street, Brisbane Queensland 4000
Holders	The parties listed in item 1 of the Schedule
	of the addresses listed in item 1 of the Schedule

Term	Definition
ASX	means ASX Limited ACN 008 624 691 or the securities exchangeoperated by it (as the case requires).
Bidder	has the meaning given to that term in theCorporations Act 2001 (Cth).
Business Day	means a day that is not a Saturday, Sunday or public holiday inthe place where an act is to be performed, notice received or apayment is to be made.
Listing Rules	means the listing rules of ASX which govern, among other things,the admission of entities to the official list of ASX, disclosure andsome aspects of a listed company's conduct.
Restricted Period	means the period set out in item 2 of the Schedule.
Securities	means the respective securities held by the Holders set out initem 3 of the Schedule.

Term	Definition
Superior Proposal	means competing Takeover Bid that has been publiclyannounced and that, taking into account all aspects of thecompeting Takeover Bid, is:
	(a)reasonably capable of being completed; and
	(b)values each Security higher than under any otherTakeover Bid that is on offer at the relevant time.
Takeover Bid	has the meaning given to that term in theCorporations Act 2001 (Cth).
Underwriter	means RBS Morgans Corporate Limited ACN 010 539 607.

1.2 Interpretation

In this document:

(a) a singular word includes the plural and vice versa; and
(b) a reference to a party to this document or any other document or agreement includes the party's successors, permitted substitutes and permitted assigns.

2 Restrictions

2.1 Holders activity during Restricted Period

Subject to clauses 3, 4 and 5, during the Restricted Period the Holders must not:

(a) sell, transfer, or otherwise dispose of, or agree or offer to sell, transfer or otherwise dispose of, the Securities;
(b) create, or agree to create, any security interests in the Securities; or
(c) do, or omit to do, any act if the act or omission would have the effect of transferring effective ownership or control of the Securities.

2.2 Holding lock

If the Securities are kept on an issuer sponsored subregister, the Holders agree to the application of a holding lock to the Securities.

3 Takeover Bid

3.1 Release during Takeover Bid

The Company must release all or any part of the Securities from the restrictions in clause 2 by notice in writing to the Holders if:

(a) a Takeover Bid is made to acquire all of the issued ordinary shares of the Company; and
(b) holders of at least half of the Securities in the bid class that are not subject to escrow have accepted the Takeover Bid.

3.2 Return of holding lock

If the Takeover Bid does not become unconditional, the Holders and the Company agree for holding locks in respect of the Securities to be reapplied.

4 Merger

4.1 Release during merger

The Company must release all or any part of the Securities from the restrictions in clause 2 by notice in writing to the Holders if the Securities are proposed to be transferred or cancelled as part of a merger by way of scheme of arrangement under part 5.1 Corporations Act 2001 (Cth).

4.2 Return of holding lock

If the merger by scheme of arrangement is not carried out the Holders and the Company agree for holding locks in respect of the Securities to be reapplied.

5 Pre-bid Acceptance Agreements

5.1 Entry into Pre-bid Acceptance Agreements

The Holders may enter into, and perform their respective obligations under, an agreement with a potential Bidder whereby the Holders agree to accept the offer made to it under a Takeover Bid for all of the issued ordinary shares of the Company (Offer) within a period of time after the offer period begins (Pre-Bid Acceptance Agreement), provided that the terms thereof must:

(a) be subject to a condition precedent that the Bidder publicly propose the Offer within 5 Business Days after the date of the Pre-Bid Acceptance Agreement;
(b) require the Holders to accept the Offer for all or any part of the Securities no earlier than 10 Business Days after the offer period begins;
(c) automatically terminate if:
- (i) the Bidder does not dispatch offers under the Offer within two months after the date on which the Bidder publicly announces that it intends to make the Offer;
- (ii) a superior proposal (being one that, taking into account all aspects of the proposal, is reasonably capable of being completed and represents superior value to members of the Company) is made before the Holders accept the Offer;
- (iii) the Bidder's offers under the Offer lapse (without being free of all conditions);
- (iv) a court or the Takeovers Panel decides that all or any part of the transaction contemplated by the Pre-bid Acceptance Agreement is unlawful or constitutes unacceptable circumstances; or
- (v) on the date which is three months after the date of the Pre-bid Acceptance Agreement.

5.2 Limited release

(a) Subject to clause 5.2(b) and the Pre-bid Acceptance Agreement satisfying the requirements of clause 5.1, the Company must release those Securities which are the subject of the Offer and the Pre-bid Acceptance Agreement from the restrictions in clause 2 and do all other things necessary in time to permit the Holders to comply with their respective obligations to accept the Offer under the Pre-bid Acceptance Agreement.
(b) The release contained in this clause 5.2 is a limited release and only releases the Holders from the restrictions in clause 2 for the sole purpose of accepting the Offer.

6 Warranties

6.1 Holders' warranties

Each of the Holders respectively warrants to the Company that:

(a) before the Restricted Period begins, that Holder has not done, or omitted to do, any act which would breach clause 2 if done or omitted to be done during the Restricted Period; and
(b) the relevant Holder has power to enter into and perform its obligations under this document.

6.2 Breach of warranties

A breach of the warranties in clause 6.1 is a breach of this document.

7 Consequences of breaching this document

7.1 Enforcement

If the Company anticipates that either of the Holders may breach this document, the Company may take steps necessary to prevent the breach or to enforce the document.

7.2 Consequences of breach

If either of the Holder breaches this document, each of the following applies:

(a) the Company may take the steps necessary against the relevant Holder to enforce the document or to rectify the breach; and
(b) the Company may (in addition to other rights and remedies of the Company), refuse to acknowledge, deal with, accept or register any sale, assignment, transfer or conversion of any of the Securities unless the Company is prohibited from doing so by the Listing Rules.

8 Facsimile

The parties agree that an executed facsimile copy of this document will be binding on all parties.

9 General

9.1 Governing law and jurisdiction

(a) Queensland law governs this document.
(b) Each party irrevocably submits to the exclusive jurisdiction of the Queensland courts and courts competent to hear appeals from those courts.

9.2 Counterparts

This document may be signed in any number of counterparts. All counterparts together make one instrument.

9.3 Amendments and waivers

(a) This document may only be amended by written agreement between all parties.
(b) Any waiver of the restrictions in clause 2 by the Company under clause 5 must first be approved by the Underwriter in writing (such approval not to be unreasonably withheld).

10 Notice

10.1 Method of giving notice

A notice, consent or communication under this document is only effective if it is:

(a) in writing, signed by or on behalf of the person giving it;
(b) addressed to the person to whom it is to be given; and
(c) given as follows:
- (i) delivered by hand to that person's address;
- (ii) sent by prepaid mail (and by prepaid airmail if the person is overseas) to that person's address;
- (iii) sent by email to that person's email address; or
- (iv) sent by fax to that person's fax number where the sender receives a transmission confirmation report from the despatching machine indicating the transmission has been made without error and showing the relevant number of pages and the correct destination fax number or name of recipient.

10.2 When is notice given

A notice, consent or communication delivered under clause 10.1 is given and received:

(a) if it is hand delivered or sent by fax or email:
- (i) by 5.00pm (local time in the place of receipt) on a Business Day on that day; or

(ii) after 5.00pm (local time in the place of receipt) on a Business Day, or at any time on a day that is not a Business Day – on the next Business Day; and
(b) if it is sent by post:
- (i) within Australia three Business Days after posting; or
- (ii) to or from a place outside Australia seven Business Days after posting.

10.3 Address for notices

A person's address, fax number and email address are those set out below, or as the person notifies the sender:

Holders:

Simon Morrison and Simon Morrison ATF Simon Morrison Trust Fax: 07 3229 1999 Email: [email protected]

Stephen Roche and Stephen Roche ATF Stephen Roche Trust Fax: 07 3229 1999 Email: [email protected]

Company:

Company Secretary Level 6, 30 Makertson Street, Brisbane QLD 4000 Fax: 07 3229 1999 Email: [email protected]

Schedule

Particulars (clause 1)

1	Holders	Simon Morrison
		of 20 Kew Road, Graceville, Queensland, 4075
		Simon Morrison ATF Simon Morrison Trust
		of 20 Kew Road, Graceville, Queensland, 4075
		Stephen Roche
		of 152A Russell Street, Toowoomba, Queensland, 4350
		Stephen Roche ATF Stephen Roche Trust
		of 152A Russell Street, Toowoomba, Queensland, 4350
2	Restricted Period (the period duringwhich the Securities are restricted)	From the date of listing of the Company on ASX until thedate that is 3 business days after the release of theCompany's full year results for the period ending 30 June2014.
3	Particulars of Securities	Simon Morrison - 1,289,697 ordinary shares in the issuedcapital of the Company
		Simon Morrison ATF Simon Morrison Trust - 49,050,205
		ordinary shares in the issued capital of the Company
		Stephen Roche - 1,289,697 ordinary shares in the issuedcapital of the Company
		Stephen Roche ATF Stephen Roche Trust - 49,050,205ordinary shares in the issued capital of the Company