Flagship Investments : Change of Substantial Holding

Form 604

Corporations Act 2001

Section 6718

Notice of change of interests of substantial holder

To Company Name/Scheme FLAGSHIP I NVESTMENTS LIMITED (FSI) ACN/ARSN 080 135 913

1. Details of substantial holder (1)

Name

EMMANUEL CLIVE POHL

ACN/ARSN (if applicable)

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

1. Changes in relevant interests

   Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

   Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation lo change (7)	Class and number of securities affected	Person's votes affected
   SEE ANNEXURE "A"

2. Present relevant interests

   Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
   SEE ANNEXURE "B"

3. Changes in association

   The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

   Name and ACN/ARSN (if applicable)	Nature of association
   n.a.	n.a.

4. Addresses

The addresses of persons named in this form are as follows:

Signature

print name EMMANUEL CLIVE POHL Capacity

sign here ..;D:,a:::e;

3;0:.;S;:e:;P:::e;:m,::b:;e;,r:.:2;;0:.1;,:; -----------

DIRECTIONS

1. 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 trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

2. See the definition of "associate" in section 9 of the Corporations Act 2001.

3. See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001.

4. The voting shares of a company constitute one class unless divided into separate classes.

5. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

6. Include details of:

7. any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

   {b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

   See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

8. Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

9. lf the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown".

10. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Flagship Investments Limited Annexure A

Date of Chanqe

Person whose relevant interest changed Nature of change Consideration Number of Class Securities

7/04/2016 Various POA clients 7/04/2016 Various POA clients

DRP

Purchases on market (on sholders instructions)

$57,318.51

$4,022.55

$61,341

31,056 Ord F/P

2,554 Ord F/P

33,610

nnexure "A" of 1 page as mentioned in form 604 Notice of change of interests of substantial holder

Date: 30 September 2016

Anncxurc B

FLAGSHIP INVESTMENTS LIMITED Holder of Relevant I nterest Registered Holder of Securities	Person entitled to be Registered as Holder	Nature of Relevant	Holding Class
EC Pohl Pohl PIL Investments Unit Trust>	Pohl P L Gap Investments Unit Trust>	Interest Unit holder	1,094,320 Ordinary Fully Paid
EC Pohl Citigroup	ECKARD T	Power of Attorney	188,003 Ordinary Fully Paid
EC Pohl Citigroup	EC Pohl & RE Laubscher bscher FT>	Trustee	801,422 Ordinary Fully Paid
EC Pohl Citigroup	Astuce Group Limited	Power of Attorney	2,740,000 Ordinary Fully Paid
EC Pohl Citigroup	Pohl P L Family Trust>	Trustee	505,435 Ordinary Fully Paid
EC Pohl Citigroup	Pohl P L HJJ Superannuation Fund>	Trustee	949,748 Ordinary Fully Paid
EC Pohl Citigroup	JC POHL Family Trust	Power of Attorney	3,836 Ordinary Fully Paid
EC Pohl Cidel Bank & Trust Inc	Cidel Bank & Trust Inc	Power of Attorney	514,201 Ordinary Fully Paid
EC Pohl Dr C Laubscher	DR C Laubscher	Power of Attorney	490,745 Ordinary Fully Paid
EC Pohl D C Grolman	D C Grolman	Power of Attorney	40,614 Ordinary Fully Paid
EC Pohl K S & C L Kourie	K S & C L Kourie	Power of Attorney	79,345 Ordinary Fully Paid
EC Pohl H Demetriades	H Demetriades	Power of Attorney	123,600 Ordinary Fully Paid
EC Pohl KG Paterson W Paterson A/C>	KG Paterson haice W Paterson A/C>	Power of Attorney	20 ,436 Ordinary Fully Paid
EC Pohl KG Paterson Paris R Paterson A C>	KG Paterson Paris R Paterson A/C>	Power of Attorney	17,054 Ordinary Fully Paid
EC Pohl KH Foster Joshua M Foster A/C>	KH Foster Joshua M Foster A C>	Power of Attorney	11,929 Ordinary Fully Paid
EC Pohl KH Foster muel J Foster A/C>	KH Foster Samuel J Foster A C>	Power of Attorney	10,972 Ordinary Fully Paid
EC Pohl S Valmadre EC Pohl Petula Pty Ltd ATF Ryan Family ale	S Valmadre Petula Ply Ltd ATF Ryan Family ale	Power of Attorney Power of Attorney	875,087 Ordinary Fully Paid 188,500 Ordinary Fully Paid
EC Pohl A Jansen Van Vuuren	A Jansen Van Vuuren	Power of Attorney	5,004 Ordinary Fully Paid
8,660,251
e of interests of substantial holder

Date: 30 September 2016

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