Appendix 38 New issue announcement, application for quotation of additional securities and agreement

lnformation or documents not available now must be given to ASX as soon as available. Jnformation and documents given to ASX become ASX's property and may be made public.

Name of entity

!Coats Group pie

ABN

Incorporated and registered in England and Wales with registered number 103548

We (the entity) give ASX the following information.

Part 1 • Ali issues

You must complete the relevant sections (attach sheets ifthere is not enough space).

l +CJass of+securities issued orto be issued

Chess Depository lnterests (CDis) issued over ordinary shares

2 Number of+securities issued orto be issued (if known} or maximum

At 31 March 2015:186,974,492 CDis on issue

number which may be issued *Net transfers: 635,987

At 30 April2015: 186,338,5o5 CDis on issue

*Transfers between CDis and ordinary shares listed on the London Stock Exchange (LSE) and/or the New Zealand Stock Exchange (NZX)

3 Principal terms of the +securities See ltem 1 above. (eg, if options, exercise price and

expiry date; if partly paid

+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

+ See chapter 19 for defined terms. Appendix 38 Page 1

4 Do the +securities rank equally in Yes. ali respects from the date of allotment with an existing +cJass

of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, {in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

7 Dates of entering +securities into uncertificated holdings or despatch of certificates

8 Number and +ciass of all

+securities quoted on ASX (including the securities in clause 2 if applicable)

l Not applicable.



1. Transfers between CDis and ordinary shares listed on the LSE and/or the NZX.

See ltem 2 above.

+ See chapter 19 for defined terms. Appendix 3B Page 2

9 Number and +ciass of ali

+securities not quoted on ASX (including the securities in clause 2 if applicabie)

10 Dividend policy (in the case of a Same as far other issued ordinary shares. trust, distribution policy) on the

increased capitai (interests)

Part 2 • Bonus issue or pro rata issue

11 Is security hoider approvai l N lA

required?

--------------------------------

Is the issue renounceable or non-N/A

renounceabie? --------------------------------

13 Ratio in which the +securities will l N lA

be offered --------------------------------

14 +ciass of +securities to which the l N lA

offer relates --------------------------------

+Record date to entitlements

determine l N/A

--------------------------------

16 Will holdings on different l N/A

registers (or subregisters) be

aggregated for calcuiating

entitlements? --------------------------------

17 Policy for deciding entitlements l N/A

in reiation to fractions

--------------------------------

+ See chapter 19 for defined terms. Appendix 3B Page 3

18 Names of countries in which the N/A

entity has +security holders who will not be sent new issue documents

Note: Security holders must be told how their cntitlcmcnts are to be dealt with.

Cross rcfcrencc: rulc 7·7·

19 Closing date for receipt acceptances or renunciations

20 Names of any underwriters

of l N/A

21 Amount ?f.any underwriting fee l N/A

or COffiffilSSlOn L. --------------------'

22

Names of any brokers to the issuelL_N_/_A--------------------1

23 Fee or commission payable to the l N/A

broker to the issue ------------------

Amount of any handling fee l N/A

payable to brokers who lodge

acceptances or renunciations on

behalf of +security holders ------------------

25 If the issue is contingent on l N/A

+security holders' approvai, the

date of the meeting -----------------

Date entitlement and acceptance l N/A

form and prospectus or Product

Disclosure Statement will be sent

to persons entitled L.- .

27 If the entity has issued options, N/A and the terms entitle option holders to participate on exercise,

the date on which notices will be sent to option holders

Date rights trading will begin (if l N/A

applicable) . .-----------------'

29 Date rights trading will end applicable)

+ See chapter 19 for defined terms. Appendix 3B Page 4

30 How do +security holders seli l N/A

their entitlements in full through

a broker? L-----------------------------------

31 How do +security holders sell part l N/A

of their entitlements through a

broker and accept for the

balance? L-----------------------------------

32 How do +security holders dispose l N/A

of their entitlements (except by

sale through a broker)? L..-----------------------------l

33 +oespatch date N/A

Part 3 ·Quotation of securities

You need anly complete this sectian ifyau are applying far quatatian af securities

34 Type of securities

(tick one)

(a) C8J Securities described in Part 1

(b) Ali other securities

Example: restricted securities a t the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a) Additional securities forming a new class of securities

Tick ta indicate you are praviding the infarmatian or

dacuments

35 If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders

If the +securities are +equity securities, a distribution schedule of the additional

+securities setting out the number of holders in the categories

1-1,000

1,001 - s,ooo

5,001- 10,000

10,001 - 100,000

1oo,o01 and over

37 D A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms. Appendix 3B Page 5

Entities that have ticked box 34(b)

Number of securities for which l N/A

+quotation is sought

----------------------------------

39 Class of +securities for which l N/A

quotation is sought

------------------------------------

40 Do the +securities rank equally in NlA ali respects from the date of allotment with an existing +ciass

of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, {in the case ofa trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation NlA

now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and +ciass of ali

+securities quoted on ASX

(including the securities in clause

38)

+ See chapter 19 for defined terms. Appendix 3B Page 6

Quotation agreement
+ Quotation of our additional +securities is in ASX's absolute discretion. ASX
may quote the +securities on any conditions i t decides.
2 We warrant the following to ASX.
• The issue of the •securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those •securities should not be granted
+quotation.

• An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from su bscri bers for the securities i n order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any •securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the
+securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before
+quotation of the +securities begins. We acknowledge that ASX is relying on

the information and documents. We warrant that they are (will be) true and complete.
Sign here: Date: 5 May 2015
Print name: Stuart Morgan

== == == == ==

+ See chapter 19 for defined terms. Appendix 38 Page 7

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