SPH Notice – Colin McDowell

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Disclosure of beginning to have substantial holding
Section 276, Financial Markets Conduct Act 2013
To NZX Limited
and
To Freightways Limited (FRE or Company)
Date this disclosure made: 30 September 2022
Date on which substantial holding began: 30 September 2022
Substantial product holder(s) giving disclosure
Full name(s): Colin McDowell
Summary of substantial holding
Class of quoted voting products: Ordinary shares in Freightways Limited (NZX:FRE)
Summary for Colin McDowell
For this disclosure,—
(a) total number held in class: 11,282,382
(b) total in class: 165,931,011
(c) total percentage held in class: 6.8%

Details of relevant interests
Details for Colin McDowell
Nature of relevant interest(s): Colin McDowell is the registered holder and beneficial owner
of 11,282,382 fully paid ordinary shares in FRE (Shares).
In respect of 5,641,191 of the Shares, the relevant interests described above are qualified
as they are subject to certain escrow restrictions preventing Colin McDowell from selling or
otherwise dealing in the Shares until the occurrence of certain events (subject to certain
permitted exceptions) as set out in an escrow and security agreement between FRE and,
among others, Colin McDowell dated 30 September 2022 (Escrow and Security
Agreement) (5 pages, attached).
In respect of 4,230,893 of the Shares, the relevant interests described above are qualified
as they are subject to a security interest granted to IMS Group Australia Pty Ltd (IMS) as
set out in the Escrow and Security Agreement.
For that relevant interest,—
(a) number held in class: 11,282,382
(b) percentage held in class: 6.8%

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(c) current registered holder(s): Colin McDowell
(d) registered holder(s) once transfers are registered: Not applicable
For a derivative relevant interest, also—
(a) type of derivative: Not applicable
(b) details of derivative: Not applicable
(c) parties to the derivative: Not applicable
(d) if the substantial product holder is not a party to the derivative, the nature of the
relevant interest in the derivative: Not applicable
Details of transactions and events giving rise to substantial holding
Details of the transactions or other events requiring disclosure:
Colin McDowell and Michelle McDowell were the 100 per cent owners of Allied Express
Transport Pty Limited (Allied Express). Pursuant to an agreement dated 19 August 2022,
IMS will receive 100 per cent of the shares in Allied Express (Transaction). The Company
is also party to the Transaction agreement and has agreed to guarantee the obligations of
IMS (as purchaser).
As part consideration for the Transaction, Colin McDowell was issued the Shares by the
Company (as Purchaser Guarantor), the Shares representing a cash value of $NZ
108,952,835. The issue of the Shares was interdependent on completion of the Transaction
(which had a number of conditions precedent).
Completion of the Transaction occurred on 30 September 2022 at which time the Shares
were issued, and Colin McDowell became a substantial product holder in respect of the
Shares for the purposes of section 276 of the Financial Markets Conduct Act 2013.
Additional information
Address(es) of substantial product holder(s): 6 Ellis Street, Condell Park, NSW 2200
Contact details: Colin McDowell: colin.mcdowell@alliedexpress.com.au; and (02) 8837
8488
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: Not applicable
Certification
I, Colin McDowell, 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.