WOOLWORTHS GROUP LIMITED — Major Shareholding Notification 2016

Mar 7, 2016

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme ACN/ARSN ACN 103 014 320		Gage Roads Brewing Co Limited (Gage Roads)
1. Details of substantial holder (1)
Name		Woolworths Limited (Woolworths)
ACN/ARSN (if applicable) ACN 000 014 675
There was a change in the interests of the
substantial holder on		6 October 2015
The previous notice was given to the company on		1 November 2011
The previous notice was dated		28 October 2011

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 votes	Voting power (5)	Person's votes	Voting power (5)
	Ordinary shares	85,326,890	25.25%	100.016.305	23.46%

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 of change	Person whose relevant interest	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
6 October 2015 Woolworths		Woolworths was issued 13,563,439 lordinary shares on 30 April 2013 and 1,125,976 on 31 May 2013 in Gage Roads, in accordance with the Subscriber Rights Deed between Woolworths and Gage Roads dated 15 Mav 2009, a copy of which was lattached to Woolworths' substantial holder notice given to the ASX on 2 July 2009. Since then, Woolworths has neither acquired nor disposed of Gage Roads shares, Woolworths' relevant linterest has been diluted as a result of al number of share issues by Gage Roads.	30/04/2013: \$1,872,215.85 (being \$0.15 per share) and \$68,166 (being \$0.063 per (share 31/05/2013: \$168,896.40 (being \$0.15 per share)	30/04/2013: 12,481,439 ordinary shares and 1,082,000 ordinary shares 31/05/2013: 1.125.976 ordinary shares	12,481,439 1,082,000 1.125.976

4. Present relevant interests

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

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Woolworths	Woolworths	Woolworths	Relevant interest under section 608(1)(a) of the Corporations Act 2001 (Cth) as the holder of the Gage Roads shares referred to in lthis notice.	100,016,305 ordinary shares	100,016,305

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
Not applicable

Addresses 6.

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

Name	Address
Woolworths	11 Woolworths Way, Bella Vista NSW 2163 __ _________

Signature

	print name Richard Dammery	capacity	Company Secretary
sign here		date	0810312016.
		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 $(1)$ 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. $(4)$
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy $(a)$ 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 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.

• 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, $(7)$ 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 on 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". $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$