SILVER MINES LIMITED — Major Shareholding Notification 2016

Jun 23, 2016

Form 603 Corporations Act 2001
Section 671B

Notice of initial substantial holder

To Company Name/Scheme		SILVER MINES LIMITED 107 452 942 Morgan Stanley and its subsidiaries listed in Annexure A
ACN/ARSN
1. Details of substantial holder (1) Name
ACN/ARSN (if applicable)	Not Applicable
The holder became a substantial holder on		Jun 21, 2016
The holder became aware on		Jun 23, 2016
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)
Ordinary Shares	27,333,334	27,333,334	8.03%
			Based on 340,475,643 Ordinary Shares Outstanding

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
Morgan Stanley Australia Securities Limited	Shares held or in respect of which the holder may exercise control over disposal in the ordinary course of sales and trading businesses.	27,333,334 Ordinary Shares
Each of the entities (as listed in Annexure A) in the Morgan Stanley group upstream of the above entity	The above entity is a body corporate that each upstream entity controls and therefore has the relevant interests that the above entity has.	27,333,334 Ordinary Shares (N.B.: Total of the above direct (Interest)

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 interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
Morgan Stanley Australia Securities	Morgan Stanley Australia Securities	Not Applicable	27,333,334 Ordinary
Limited	(Nominee) Pty Limited		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: $\mathscr{C}$

Holder of relevant interest	Date of		Consideration (9)	Class and number interest of
	acquisition	Cash	Non-Cash	securities
Morgan Stanley Australia Securities Limited	6/16/2016	2.500.000.05	Buv	16,666,667 Ordinary Shares
Morgan Stanley Australia Securities Limited	6/16/2016	100.000.05	Buy	666,667 Ordinary Shares
Morgan Stanley Australia Securities Limited	6/16/2016	1,500,000,00	Buy	10,000,000 Ordinary Shares

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
Morgan Stanley Australia Securities Limited	Its a body corporate controlled by each upstream entity as listed in Annexure A

7. Addresses

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

Name	Address
Morgan Stanley	1585 Broadway, New York 10036, USA
Morgan Stanley Australia Securities Limited	Level 39 Chifley Tower, 2 Chifley Square, Sydney NSW 2000, Australia

Signature

print name	Annie Gong ٠	capacity	Executive Director
sign here	и	date	June 24, 2016

Annexure A

List of Morgan Stanley and its subsidiaries that have a relevant interest or deemed to have a relevant interest in the shares or units stated in Section 3.

Mame the particular and the state of the
Morgan Stanley
-Morgan Stanley International Incorporated
Morgan Stanley (Australia) Securities Holdings Pty Limited
— Morgan Stanley Australia Securities Limited

Signature

print name Annie Gong	capacity	Executive Director
sign here	date	June 24, 2016

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 equity trust), the names could be included in an ann $(1)$ is clearly set out in paragraph 7 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. $(3)$
• $(4)$ 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.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ 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 c
• 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 $(b)$ 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, moneys and other, that any person from whom a relevant interest was acquired has, or $(9)$ 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.

GUIDE

This guide does not form part of the prescribed form
and is included by ASIC to assist you in completing and lodging form 603.

Signature	This form must be signed by either a director or a secretary of the substantial holder.
Lodging period	Nil
Lodging Fee	Nil
Other forms to be completed	Nil
Additional information	(a)			If additional space is required to complete a question, the information may be included on a separate piece of paper annexed to the form.
	(b)			This notice must be given to a listed company, or the responsible entity for a listed managed investment scheme. A copy of this notice must also be given to each relevant securities exchange.
	(c)			The person must give a copy of this notice:
		$\left( i\right)$		within 2 business days after they become aware of the information; or
		$($ ii)	information if:	by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the
			(A)	a takeover bid is made for voting shares in the company or voting interests in the scheme; and
			(B)	the person becomes aware of the information during the bid period.
Annexures				To make any annexure conform to the regulations, you must
				1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides
	$\mathbf{2}$			show the corporation name and ACN or ARBN
	3.			number the pages consecutively
	4			print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
				5 identify the annexure with a mark such as A, B, C, etc
	6.			endorse the annexure with the words: This is annexure (mark) of (number) pages referred to in form (form number and title)
	7.			sign and date the annexure.
				The annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.