SPH Notice – Sandell Asset Management Corp

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant
interest, or both
Sections 277 and 278, Financial Markets Conduct Act 2013

Note: This form must be completed in accordance with the instructions at the end of the form.

To: NZX Limited
and
To: Rubicon Limited

Relevant event being disclosed: Movement of 1%

Date of relevant event: 12 December 2017

Date this disclosure made: 13 December 2017

Date last disclosure made: 8 December 2017

Substantial product holder(s) giving disclosure

Full name(s): Sandell Asset Management Corp.

Summary of substantial holding
Class of quoted voting products: Ordinary Shares

Summary for: Sandell Asset Management Corp.

For this disclosure,—
(a) total number held in class: 22,032,011
(b) total in class: 487,908,343
(c) total percentage held in class: 4.52%

For last disclosure,—
(a) total number held in class: 29,271,989
(b) total in class: 487,908,343
(c) total percentage held in class: 6.00%

Details of transactions and events giving rise to relevant event
Details of the transactions or other events requiring disclosure:

The sale of a beneficial interest in 7,239,978 ordinary shares by Castlerigg Master Investments, Ltd. at
$0.1952 per share on between 8 December 2017 and 12 December 2017.

Details after relevant event
Details for: Sandell Asset Management Corp.
Nature of relevant interest(s): Sandell Asset Management Corp. (“SAMC”) is the investment manager
of Castlerigg Master Investments, Ltd. (“CMI”). Pursuant to investment
management agreements with CMI, SAMC has the power to control the
acquisition, disposition or voting of the 22,032,011 ordinary shares in
Rubicon Limited beneficially owned by CMI. The investment
management agreement with CMI grants SAMC the power to (i) invest

the assets of CMI directly, (ii) provide research and analysis and direct
the formulation of investment policies of CMI, (iii) do any and all acts it
deems necessary or advisable in connection with the maintenance and
administration of CMI, and (iv) exercise all rights of CMI (including the
voting of securities and other similar matters). The relevant interest
arising under the investment management agreement arises only from the
powers of investment contained in the investment management
agreement.

For that relevant interest,—
(a) number held in class: 22,032,011
(b) percentage held in class: 4.52%
(c) current registered holder(s): HSBC Nominees (New Zealand) Limited
(d) registered holder(s) once transfers are registered: no change

For a derivative relevant interest, also—
(a) type of derivative: N/A
(b) details of derivative: N/A
(c) parties to the derivative: N/A
(d) if the substantial product holder is not a party to the derivative, the nature of the relevant interest
in the derivative: N/A

Additional information
Address(es) of substantial product holder(s): 540 Madison Avenue, 36
th
Floor
New York, NY 10022, USA
Contact details: Triet Leminh
+1 212 603 5816
tleminh@sandellmgmt.com

Nature of connection between substantial product holders: N/A

Name of any other person believed to have given, or believed to be required to give, a disclosure under
the Financial Markets Conduct Act 2013 in relation to the financial products to which this disclosure
relates: Castlerigg Master Investments, Ltd.

Certification
I, Triet Leminh, certify that, to the best of my knowledge and belief, the information contained in this
disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is
made.