Form 603 Corporations Act 2001 Notice of initial substantial holder Section 671B TPI To:Company Name/Scheme The Secretary Transpacific Industries Group Limited Level 1 159 Coronation Drive Milton QLD 4064 Ph: (07) 3367 7800 Fax: (07) 3367 7878 ACN 101 155 220 1. Details of substantial National Australia Bank Limited (ACN 004 044 937) and its associated entities listed in shareholder Annexure A Name & ACN (if applicable) The holder became a substantial holder on 08/01/2015 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 had a relevant interest in on the date the substantial holder became a substantial holder are as follows: Class of securities Number of securities Persons’ votes Voting power Fully paid ordinary 75,948,976 75,948,976 4.808% shares 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 Class and number of securities MLC Investments Limited Power to control the voting and /or disposal Fully paid ordinary of securities pursuant to its position as the shares responsible entity or trustee of various 55,930,820 managed investment schemes and trusts. MLC Wealth Management Power to control the voting and /or disposal Fully paid ordinary Limited of securities pursuant to its position as the shares responsible entity or trustee of various 1,015,514 managed investment schemes and trusts. MLC Wealth Management Power to exercise voting rights pursuant to Fully paid ordinary Limited position held as the Registrable shares Superannuation Entity licensee for the 99,164 superannuation products it issues. MLC Limited Power to control the voting and /or disposal Fully paid ordinary of securities pursuant to position held as shares manager under investment mandate. 3,737 National Australia Bank Limited Power to control the voting and /or disposal Fully paid ordinary of securities pursuant to securities lending shares agreements. 12,792,076 National Australia Bank Limited Relevant interest arising as a result of Fully paid ordinary National Australia Bank Limited having shares voting power above 20% in Pengana 59,924 Holdings Pty Limited who controls Pengana Capital Limited, an investment manager of various unit trusts. National Australia Bank Limited Power to control the voting and /or disposal Fully paid ordinary of securities pursuant to securities lending shares agreements. 1,824,140 Antares Capital Partners Power to control the voting and /or disposal Fully paid ordinary For personal use only Limited of securities pursuant to its position as the shares responsible entity or trustee of various 119,179 managed investment schemes or trusts. Antares Capital Partners Power to control the voting and /or disposal Fully paid ordinary Limited of securities pursuant to its position as an shares investment manager in accordance with 7,300,000 investment mandates and as an investment manager of Antares Capital Partners Limited trusts. TOTAL 79,144,554 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 Class and number of registered as holder securities MLC Investments Limited National Nominees Limited Fully paid ordinary (ACN 004 278 899) shares 55,930,820 MLC Wealth Management National Nominees Limited Fully paid ordinary Limited (ACN 004 278 899) shares 1,015,514 MLC Wealth Management Navigator Australia Limited Fully paid ordinary Limited (ACN 006 302 987) shares 99,164 MLC Limited Navigator Australia Limited Fully paid ordinary (ACN 006 302 987) shares 3,737 National Australia Bank National Nominees Limited Fully paid ordinary Limited (ACN 004 278 899) shares 12,792,076 National Australia Bank BNP Paribas Nominees Pty Limited Fully paid ordinary Limited (ACN 084 150 023) shares 59,924 National Australia Bank National Nominees Limited Fully paid ordinary Limited (ACN 004 278 899) shares 1,824,140 Antares Capital Partners National Nominees Limited Fully paid ordinary Limited (ACN 004 278 899) shares 119,179 Antares Capital Partners UBS Nominees Pty Limited Fully paid ordinary Limited (ACN 001 450 522) shares 7,300,000 TOTAL 79,144,554 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 relevant Class and number of Date of acquisition Consideration interest securities Fully paid ordinary Cash Non-cash shares MLC Investments Limited 5/01/2015 $64,328.60 75,127 MLCFor personal use only Investments Limited 6/01/2015 $266,295.46 316,010 MLC Investments Limited 7/01/2015 $121,226.73 146,897 MLC Investments Limited 7/01/2015 $251,891.79 304,823 MLC Investments Limited 8/01/2015 $81,033.38 97,931 MLC Wealth Management 8/01/2015 $2,026.00 2,400 Limited No consideration 30/12/2014 to National Australia Bank directly referable to Refer to Appendix 1 08/01/2015 - Limited the securities Table Securtiies Lending provided by NAB No consideration 30/12/2014 - Stock National Australia Bank directly referable to borrow (refer 252,000 Limited the securities Appendix 2) provided by NAB No consideration 8/01/2015 - Stock National Australia Bank directly referable to borrow (refer 252,000 Limited the securities Appendix 2) provided by NAB 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 Nature of association applicable MLC Investments Limited MLC Investments Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited. MLC Wealth Management MLC Wealth Management Limited is a wholly owned Limited subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited. MLC Limited MLC Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited. Antares Capital Partners Antares Capital Partners Limited is a wholly owned subsidiary Limited of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited. 7. Addresses The addresses of persons named in this form are as follows: Name Address National Australia Bank Level 1 Limited 800 Bourke Street DOCKLANDS VIC 3008 MLC Investments Limited Ground Floor 105-153 Miller Street NORTH SYDNEY NSW 2060 National Nominees Limited Level 1 800 Bourke Street DOCKLANDS VIC 3008 MLC Wealth Management Ground Floor Limited 105-153 Miller Street NORTH SYDNEY NSW 2060 MLC Limited Ground Floor 105-153 Miller Street NORTH SYDNEY NSW 2060 Navigator Australia Limited Ground Floor 105-153 Miller Street NORTH SYDNEY NSW 2060 Antares Capital Partners Ground Floor Limited 105-153 Miller Street NORTH SYDNEY NSW 2060 UBS Nominees Pty Limited Level 16 Chifley Tower 2 Chifley Square SYDNEY NSW 2000 For personal use only BNP Paribas Nominees Pty Level 6 Limited 60 Castlereagh Street SYDNEY NSW 2000 Signature Name Fiona Last Capacity Company Secretary for and on behalf of National Australia Bank Limited Signature 13/01/2015 For personal use only Appendix 1 - TPI Type of agreement and National Australia Bank Limited and National Australia Bank Limited and parties to agreement Securities Borrowing Agreement (SBA) clients AMSLA Counterparties (i) UNISUPER LIMITED ( a ) DEUTSCHE SECURITIES AUSTRALIA LIMITED (ii) TELSTRA SUPER PTY LTD ( b ) UBS SECURITIES AUSTRALIA LTD (vi) QIC LIMITED ( d ) MERRILL LYNCH EQUITIES (AUSTRALIA) LTD (vii) VICSUPER PTY LTD ( h ) MORGAN STANLEY AUSTRALIA SECURITIES LIMITED 30/12/2014 to 8/1/2015 30/12/2014 to 8/1/2015 Transfer dates Specific dates for each transfer can be found by matching the number Specific dates for each transfer can be found by matching the number reference in the 'Type of agreement and parties to agreement' field reference in the 'Type of agreement and parties to agreement' field to the to the accompanying list of transactions. accompanying list of transactions. Holder of voting rights Registered owner Registered owner The registered owner holds voting rights. However, in certain The registered owner holds voting rights. However, in certain circumstances Are there any restrictions circumstances the lender may request for the borrower to use best the lender may request for the borrower to use best endeavours to arrange on voting endeavours to arrange for voting instructions to be exercised in for voting instructions to be exercised in accordance with the instructions accordance with the instructions from the lender. from the lender. Scheduled date of return On demand On demand (if any) Does the borrower have Yes - at notice Yes - at notice the right to return early? Does the lender have the Yes - at notice Yes - at notice right to recall early? Will the securities be Yes, or equivalent protection under Securities Borrowing Agreement. Yes, or equivalent protection under AMSLA. returned on settlement? National Australia Bank Limited will, if required by the company or responsible entity to whom the prescribed form must be given or ASIC give a copy of the agreements to the company,For personal use only responsible