Contact Direct Email Partner Our Ref Janna Panenova (02) 9291 6301 Janna. Panenova@Maddocks. comau Peter Shew PXS:JZP;6000222 24 December 2013 The Manager AsX Limited Company Announcements Office 20 Bridge Street SYDNEY NSW 2000 Dear Sir or Madam Takeover Bid for WarmamboolCheese and Butter Factory Company Holdings Limited ACN 071 945 232 -Increase in substantial holding We actfor Saputo Dairy Australia Pty Ltd ACN 166 135 486 (Saputo). We refer to Saputo's offer to acquire 100% of the issued share capital in Warmambool Cheese and Butter Factory Company Holdings Limited ACN 071 945 232 (WCB) on the terms set outin Section 6 of Part B of Saputo's bidder's statement lodged with ASIC on 25 October 2013. In accordance with section 671B(I) of the Corporations Act2001(Cth), we attach a copy of ASIC Form 604 (Notice of change of interests of substantial holder). Since the previous ASIC Form 604 filed on 16 December 2013, the aggregate ofWCB shares accepted into Saputo's Offer being: (a) the number ofWCB shares the subject of withdrawal rights as announced on 17 December 2103; and (b) the number ofWCB shares notthe subject of withdrawal rights (including WCB shares which were subject to withdrawal rights but where confirmation of acceptance has been received), I1/11/1111 I 1/1 11/1 I 11/11/11 Maddocks Lawyers Level 27, Angel Place 123 Pitt Street Sydney New South Wales 2000 Au GPO Boxi692 Sydney New South Wales 2001 Telephone 61 2 9291 6100 Facsimile 61 2 9221 0872 info@maddocks. comau WWW. maddocks. comau DX 10284 Sydney Stock EXchange is as follows: WCBshares (subject to withdrawalri hts WCB shares (not subjectto withdrawalri hts Total Number ofWCB shares Previous u date Current 9,467,976 7,472,234 *rounded to 3 decimal places Yours faithfully Maddocks Nil 9 467 976 Peter Shaw Partner Encl 2,559,398 to o3, 632 %ofWCBshares Previous u date 16,916%% 16000222: 12,5137_11 O% ,. to Current' 13,351% 4,573% ,7,923% In, .Ishte office Canberra "dbourne Ambled offices around the world through Ihe Advoc Asia network -Iwiw. eduocasia. coin For personal use only
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Company Announcements Office20 Bridge StreetSYDNEY NSW 2000
Dear Sir or Madam
Takeover Bid for WarmamboolCheese and Butter Factory Company Holdings LimitedACN 071 945 232 -Increase in substantial holding
We actfor Saputo Dairy Australia Pty Ltd ACN 166 135 486 (Saputo). We refer to Saputo's offer to acquire100% of the issued share capital in Warmambool Cheese and Butter Factory Company Holdings Limited ACN071 945 232 (WCB) on the terms set outin Section 6 of Part B of Saputo's bidder's statement lodged with ASICon 25 October 2013.
In accordance with section 671B(I) of the Corporations Act2001(Cth), we attach a copy of ASIC Form 604(Notice of change of interests of substantial holder).
Since the previous ASIC Form 604 filed on 16 December 2013, the aggregate ofWCB shares accepted intoSaputo's Offer being:
(a) the number ofWCB shares the subject of withdrawal rights as announced on 17 December 2103; and
(b) the number ofWCB shares notthe subject of withdrawal rights (including WCB shares which weresubject to withdrawal rights but where confirmation of acceptance has been received),
I1/11/1111 I 1/1 11/1 I 11/11/11
Maddocks
LawyersLevel 27, Angel Place123 Pitt Street
Sydney New South Wales 2000 Au
GPO Boxi692
Sydney New South Wales 2001Telephone 61 2 9291 6100Facsimile 61 2 9221 0872
info@maddocks. comauWWW. maddocks. comau
DX 10284 Sydney Stock EXchange
is as follows:
WCBshares
(subject towithdrawalri hts
WCB shares (notsubjecttowithdrawalri htsTotal
Number ofWCB shares
Previous u date Current
9,467,976 7,472,234
*rounded to 3 decimal places
Yours faithfullyMaddocks
Nil
9 467 976
Peter Shaw
Partner
Encl
2,559,398
to o3, 632
%ofWCBsharesPrevious u date
16,916%%
16000222: 12,5137_11
O%
,. to
Current'
13,351%
4,573%
,7,923%
In, .Ishte officeCanberra "dbourne
Ambled offices around the world through IheAdvoc Asia network -Iwiw. eduocasia. coin
For
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To Company Name/Scheme
ACN/ARSN
Notice of change of interests of substantial holder
I. Details of substantial holder(I)
Name
Form 604
ACNIARSN (if applicable)
Corporations Act 2001Seerion 671B
There was a change in the interests of thesubstantial holder on
The previous notice was given to the company on
The previous notice was dated
Warmambool Cheese and Butter Factory Company HoldingsLtd (Warmambool)
2. previousand presentvoting power
The total number of votes attached to allhe voting shares in the company or voting interests in the scheme that the substantial holder or anassociate (2) had a relevantinterest (3) in when last required, and when now required, to give a substantial holding notice to the company orscheme. are as follows:
071 945 232
604 15 July 2001
Class of securities (4)
Saputo Dairy Australia Pty Ltd (SDA) and each of entitieslisted in Annexure A SDA Associates)
^ry
166 135 486
3. Changes mrelevantinterests
Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an assodaie in voting securities ofthe company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are asfollows:
23 December 2013
16 December 2013
16 December 2013
Previous notice
Date of
change
Person's votes
I 9,467,976
23December2013
I Person whoseI relevant
interest
I chan ed
, Voting power(5)
IsDA andI SDAI Associates
I 16,916%
Nature of change (6)
I present notice
Relevant interest in
ordinary shares inWarrnambool under
section 608(I) of theCorporations Act2001(Cth) as a result ofacceptances being
boo0222: 122,9780_11
I person's votes
I 10,031,632
I Consideration Class and
I giveninrejajjon number of, IOChange(7) I securitiesI Iaffected
; received by SDA inI res ect of offers made
_I 17.923%Voting power(5)
I $9.00,I subject to
variation in
accordance Iwith the
corporatibns IAct2001
(Cth)
563,656
Person's votes
affected
I 1,007%For
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by SDA under itstakeover bid on theterms set outin thebidder's statementdated 25 October 2013
(Takeover Bid). Somebut not alllof theseacceptances are thesubjectoi; andmaybe affected by,withdrawal rightsoffered to certainWarmambool
shareholdersbySDAon 170ecember2073.
4. Presentrelevantinterests
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows
Registeredholder ofsecurities
Holder of relevantinterest
See Annexure B
5. Changes massociation
The persons vino have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with. thesubstantial holder in relation to voting interests in the company or scheme are as follows:
Name of AC/ARSN ifa Iicable
NIA
6. Addresses
The addresses of persons named in this form are as follow:
Person entitled to be
registered as holder8
Name
See Annexure A
Signature
Nature of
relevant
interesi 6
Class and
number ofsecurities
Nature of association
( I )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 trusty. the names. could be included in an annexure to the fomi. If Ihe relevantinteresls ofa group of persons are essentially similar they may be referred to throughout the form as a specifically named group if themembership of each group. with the names and addresses of members is clearly set out in paragraph 6 of the form.See the definition of "associate' in section 9 of the Corporalions Act 2001See the definition of "relevantinterest" in sections 608 and 671B(7) of the Corporations Act 2001The voting shares of a company constitute one class unless divided into separate classes.The person's votes divided by the total voies in the body corporate or scheme multiplied by too.Include details of:
(a) any relevant agreement or other circumstances because of chich the change in relevantinterest occurred. If subsection671B(4) applies. a copy of any document setting outthe terms of any relevant agreement. and a statement by the persongiving full and accurate details of any contact, scheme or arrangement. must accompany this form. together with a written
print name
(2)(3)(4)(5)(6)
sign here
Person's votes
Peter Shaw
Address
FOOD222: 122,9780_11
capacity under power of attorney
date 24 I 12 I 2013
For
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statement certifying this contracl, scheme or arrangement; and
any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of. the votingpowers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities tochich 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 relevantinterest wasacquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit isconditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantialholder or its associate in relation to the acquisitions, even ifthey are not paid directly to the person from whom the relevant interestwas acquired.If the subs!antial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option)write "unknown"
Give details, ifappropriate. of the present association and any change in that association since the last substantial holding notice.
(b)
(7)
(8)
(9)
16000222: '22/9780 *l
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This is Annexure A of I page (including this page) referred to in Form 604 (Notice of change of interests of substantialholder)
SIGNED on behalf of Saputo Dairy Australia Pty Ltd ACN 166 135 486
Signed
Saputo Dairy Australia Pty Ltd
Name:
Capacity: Under power of attorney
ACN 166 135 486
Peter Shew
Entit
Sa uto Inc
Annexure A
3437248 Canada Inc.
4136853 Canada Inc.
Date:
3853942 Canada Inc.Lacto Pro-Tech Inc
4223942 Canada Inc.
241 12 I 20.3
La From a erie 1860 Duvilla e Inc.La Maison Alexis de Portneutlnc.Akinents Sa uto Limit6e
SaputoBake Inc.4223934 Canada Inc.
4286928 Canada Inc.4286901 Canada Inc
Sa uto Produits laitiers Canada sen. c.
Spezialitaten Kasserai Saputo GinbHSa utoCheese U. K. LimitedMolti Sar . SL
Address
Sa uto Euro e Holdin s S. A r. I.
6869 boul. Metro o1itain east. Montreal, Quebec, Canada HIP IX8
Sa uto Euro e S. A r. I.
c/- 6869 bout. Metro o1itain east, Montreal, Qu6be
Saputo ULC
c/- 6869 boul. Metropolitain east, Montreal, Quebec. Canada HIP IX8
Saputo Acquisition, Inc
c/- 6869 boul. Metropolitain east, Montreal, Qu6
Saputo Cheese USA Inc.
c/- 6869 boul. Metropolitain east, Montreal, Qu6
Saputo Spedalt Cheese USA Inc.
c/- 6869 boul. Metro o1itain east, Montreal, Qu6
Fairmount Cheese Acquisition, Inc.
c/- 6869 boul. Metro
DC1 Cheese Coin an .Inc
c/- 6869 boul. Metro
1306719 A1berta ULC
Saputo Us Finco LLC
c/- 6869 boul. Metropolitain east, Montreal, Quebec, Canada HIP IX8c/- 6869 boul. Metropolitain east, Montreal, Quebec. Canada HIP IX8
Saputo Dai FoodsUSA, LLC
c/- 6869 boul. Metropolilain east, Montreal, Quebec, Canada HIP IX8
Marathon Dai Investment Corp.
c/- 6869 boul. Metropolitain east, Montreal, Quebec, Canada HIP IX8
Friendshi Dairies, LLC
c1- 6869 boul. Metro o1itain east, Montreal, Quebec. Canada HIP IX8
FMIB SEC.
c/- 6869 boul. Metropolitain east, Montreal, Quebec, Canada HIP IX8
Saputo Ca itsISE. C
o11tain east, Montreal. Quebec, Canada HIP IX8
Saputo Representagao Commercial deProductos Lacieos Brasil Ltda.
c/- 6869 boul. Metropolitain east. Montreal. Quebec, Canada HIP IX8
o11tain east, Montreal, Quebec. Canada HIP IX8
c/- 6869 boul. Metropolitain east, Montreal, Quebec. Canada HIP IX8
Momno Hermanos S. A.
c/- 6869 boul. Metropolitain east, Monlreal, Quebec, Canada HIP IX8
Sa utoU
c1- 6869 boul. Metro o11tain east, Montreal, Quebec, Canada HIP IX8
Kohler Mix Sp
c/- 6869 boul
.
Kohler Mix S ecialties, LLC
c/- 6869 boul.
Bercon Atlantic Limited
c/- 6869 boul. Metro
b
ariada HIP IX8
ec. Canada HIP IX8
Carter North Hendren, LLC
of- 6869 boul. Metropolitai
. L. P.
bec, Canada HIP IX8
ACN 166 1/9 133 P Ltd ACN 166 119 133
c1- 6869 boul. Metro o1itain east, Montreal, Quebec, Canada HIP IX8
bec, C
c/- 6869 boul. Metro
C
61ro
c/- 6869 boul. Metro
mes of Minnesota. LLC
nada HIP IX8
6tro
d- 6869 boul. Metropolitain east, Montreal, Quebec, Canada HIP IX8
o111ain east. M
c/- 6869 boul. Metropolitain east, Montreal, Quebec, Canada HIP IX8
o11tain east, Mo
c/- 6869 boul. Metropolitain east, Montreal, Quebec, Can
o11tain east, Mo
of- 6869 boul. Metropolitain east, Montreal, Quebec, Cand- 6869 boul. Metro o1itain east. Montreal, Quebec, Canada HIP IX8c/- 6869 boul. Metropolitain east, Montreal, Quebec, Canada HIP IX8
n east, Montreal. Quebec. Canada HIP IX8
o1itain east, Montreal, Quebec, Canada HIP IX8
c/- 6869 boul. Metropolitain east, Montreal, Quebec, Canada HIP IX8
nireal, Quebec, Canada HIP IX8
16000222: 12219780_11
Glibin east, Montreal. Quebec. Canada HIP IX8
c/- 6869 boul. Metropolitain east, Montreal, Quebec, Canada HIP IX8
ntreal. Quebec, Canada HIP IX8nt
of- 6869 boul. Metro o11tain east. Montreal, Quebec, Canada HIP IX8
e I, Quebec. Canada HIP IX8
of- 6869 boul. Metro o11tain east, Montreal, Quebec, Canada HIP IX8of- 6869 boul. Metropolitain east, Montreal, Quebec, Canada HIP Id- 6869 boul. Metropolitain east, Montreal, Quebec, Canada HIP Id- 6869 boul. Metropolitain east, Montreal, Quebec, Canada HIP IX8d- 6869 boul. Metro o111ain east, Montreal. Quebec, Canada HIP IX8of- Maddocks. Level 27. 123 Pitt Stre
da HIP IX8da HIP IX8
tS dne NSW2000
8
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This is Annexure B of I page referred to in Form 604 (Notice of change of interests of substantial holder)
SIGNED on behalf of Saputo Dairy Australia Ply Ltd ACN ,66 ,35 486
Signed:
Name:
Saputo Dairy Australia Pty Ltd
Capacity: Under power of attorney
Peter Shaw
Holder of relevantinterest
ACN ,66 135486
SDA
Annexure B
Each SDA Associate
(being each entity set outin Annexure A)
Date: 24 1/2/2013
Registeredholder of
securities
Warmambool
shareholders
who acceptedSDA's offerunder the
Takeover Bid
Person entitled to
be registered asholder(8)
SDA, followingcompletion oftakeover
acceptancecontracts. The
processing of theacceptances issubject of interimorders issued bythe Takeovers
Panelon 29
November 2013.
Nature of
relevant
interest (6)
Relevantinterestin
fully paid ordinaryshares in
Warmamboolunder
sections 608(I) and608(8) of theCorporations Act2001(Cth) as aresult of
acceptances beingreceived by SDA inrespect of offersmade by SDA underits Takeover Bid.
These acceptancesare the subjecto*andmaybeaffected by,withdrawal rightsoffered to certain
Warmambool
shareholders bySoA on 77
December 2013
Relevantinterest in
ordinary shares inWarmambool under
section 608(,) of theCorporations Act2001(Cum as aresult of
acceptances beingreceived by SDA inrespect of offersmade by SDA underits takeover bid on
the ternts set out inthe bidder's
statement dated 25
October 2013Takeover Bid .
SDA
Each SDA Associate
(being each entity set outin Annexure A)
Class andnumber ofsecurities
7,472,234
ordinaryshares
Warmambool
shareholders
who acceptedSDA's offerunder the
Takeover Bid
Person'svotes
13,351%
SDA, followingcompletion oftakeover
acceptancecontracts. The
processing of theacceptances issubject of interimorders issued bythe Takeovers