SPH Notice – H&G Limited

DISCLOSURE OF BEGINNING TO HAVE A SUBSTANTIAL HOLDING.
Section 276, Financial Markets Conduct Act 2013.
To: NZX Limited.And: PGG Wnghtson Limited {PGW}.
Date this disclosure made: 20 August 2019.Date on which substantial
holding began: 19 August 2019
Substantial product holder(s) giving disclosure
Full name: H&G LimEted,
Summary of substantial holdingClass of quoted voting products: Ordinary Shares (PGW).Summary for H&G Limited:
For this disclosure/-(a) total number held in class: 4/849,468(b) total in class: 75/484,083.(c) total percentage held En class: 6.424%
Details of relevant interests
Details for H&G Limited:(1) Nature of relevant infcerest(s): H&G Limited is the registered holder of 2/006/732
ordinary shares En PGW.
For that relevant interest:(a) number held in class: 2,006,732.(b) percentage held in class: 2.658%.(c) current registered ho!der(s): H&G Limited.(d) registered holder(s) once transfers registered: No change.
(2) Nature of relevant interesfc(s): Rural Equities Limited {REL) is the legal and beneficial
holder of 2,842/736 ordinary shares in PGW. Documents relating to the acquisition of2/743,463 PGW shares from Ngai Tahu Capital Limited are attached to this notice.H&G Limited is deemed to have a relevant interest in such shares as it is the legal andbeneficial owner of more than 20% of the shares on issue in REL.

For that relevant interest:(a) number held in class: 2/842,736.(b) percentage held in class: 3.766%(c) current registered holder(s): Ngai Tahu Capifcai Limited (as to 2,743/463
ordinary shares - unknown for the balance of 99,273 ordinary shares).
(d) registered holder(s) once transfers registered: REL.
Details of transactions and events giving rise to substantial holdingDetails of the transactions or other events requiring disclosure:
(1) On 15 August 2019, through on-market trades, REL acquired 72/238 PGW shar-es for
$158/121.76.
(2) On 16 August 2019, through on-markefc trades/ REL acquired 27/035 PGW shares for
$61,647.91.
(3) On 19 August 2019, pursuant to a sale and purchase agreement with Ngas Tahu Capital
Limited, REL acquired 2/743/463 PGW shares for $6,447/138.05. Settlement of this
acquisition wili occur on 22 August 2019.
Additional informationAddress(es) of substantial product holder(s): C/" Rural Equities Limited/ First Floor/ 120
Karamu Road North (PO Box 783), Hastings.
Contact details: James Wright/ Rural Equities Limited, First Floor/ 120 Karamu Road North
(P 0 Box 783), Hastings. Email - enquirjes@ruralequifcies.co.nz. Phone - + 64 6 870 4672.
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 disdosure relates: Nil.
Disclosure has effect for purposes of directors7 and senior managers' disclosureDavid Gushing/ a director and shareholder of H&G Limited, is also a director of PGW. This
disclosure also constitutes disclosure for the purposes of the directors' and senior managers'disclosure obisgafcions.
Declaration
I/ James Richard Wright/ certify that/ to the best of my knowledge and belief/ the informationcontained in this disclosure is correct and that I am duly authorised to make this disclosure byal! persons for whom it is made.

19 August 2019
SALE AND PURCHASE OF PGW SHARES
The purpose of this agreement is to record the terms on which H&G Limited, or its
nominee, ("H&G") will purchase 2,743,463 ordinary shares ("the Shares") in PGGWrighfcson Limited ("PGW") from Ngai Tahu Capital Limited ("Ngaj Tahu").
Ngal Tahu agrees and undertakes to sell, and H&G agrees and undertakes to purchase, the
Shares for NZ $2.35 cents per Share, for an aggregate consideration of NZ $6,447/138.05
("the purchase price"),
Settlement shall occur three business days after the date of this agreement/ by;
Ngal Tahu transferring and delivering full, clear and unencumbered title to ati of theShares to H&G; against
H&G paying to Ngai Tahu, in cleared and immediately availabie funds/the purchase
price,
Unti! settlement of the sale and purchase of Shares under this agreement, Ngai Tahu shall
be free to exercise ali voting rights as it sees fit. On settlement of the sale Ngai Tahu shall
pay to H&G any dividends or other entitlements received by it after fche date of this
agreement in respect of the Shares sold by it to H&G.
This agreement creates legally binding and enforceable obligations on the parties in
accordance with its terms. It is the entire agreement: between the parties in refation to thesale and purchase of Shares and replaces all earlier negotiations, and representations,
whether oral or written/ between the parties relating to the sale and purchase of the
Shares.
This agreement is governed by and construed in accordance with New Zealand (aw. The
parties submit to the non-excluslve jurisdiction of the courts of New Zealand in relation to
all disputes arising out of or In connection wfth this agreement.
Each party must do any thing, including execute and deliver any documents as may
reasonably be required by any other parties to obtain the full benefit of this agreement
according to its true intent.
This agreement may be signed !n one or more counterparts and may be exchanged as PDF
copies.
Acknowledged and agreed by the parties:
H&G limited by: Ngai Tahu Capital Limited by:
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Director/Authorised Signatory Director/Authorised SignatoryName: £>Av'}/) CU^n^/6- Name: Mike Sang
Title: <&/ rt ^ c/ r ^ /t Title: Chief Executive Officer
100252638/7258673.1

DEED made this II day of /)M{5^A^' 2019
BETWEEN H&G LIMITED ("the Nomlnator")
AND RURAL EQUITIES LIMITED ("the Grantee")
A. The Nominator has entered into an agreement for the sale and purchase of PGW
Shares in the form attached to this Deed ("Agreement").
B. The Nominator agrees to nominate the Grantee as the purchaser under the Agreement
and the Grantee has agreed to accept nomination on the terms and conditions of this
Deed.
OPERATIVE PART
1. The Nominator Irrevocably nominates the Grantee as the purchaser under the
Agreement.
2. The Grantee accepts the nomination under the agreement and covenants to complete
the Agreement in accordance with the obligations of the purchaser.
3. This Deed may be executed:
3.1 in two or more counterparts, all of which shall be deemed originals, but which
together constitute one and the same instrument; or
3.2 by scanned copies signed by the parties, provided that immediately after
transmission of the executed agreement each party win forward to the othersthe original executed copies for the purpose of forming the counterparts
referred to in clause 3.1 above.
EXECUTED as a Deed
SIGNED on behalf of
H&G LIMITEDas Nominator ) ^"/i^^-^- <-in the presence of: ) / /
Davk3 Gushing
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Name of witness
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Signature of witness
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Address of^ltness
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Occupation of witnessSIGNED on behalf ofRURAL EQUITIES LIMITEDas Grantee ) _/'-"/in the presence of: ) James Wri^h
A^^ ^oo/^€'
Name of witness
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Signature of witness
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Address of Wftness
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Occupatl&rfof Witness