Nine Entertainment : Change in substantial holding

Scanned Document

Form 604

Corporations Law Section 671 B

Notice of change of interests of substantial holder

To: Company Name/Scheme NINE ENTERTAINMENT CO. HOLDINGS LIMITED ACN/ARSN 1=22 203 89=2

1. Details of substantial holder

   Name UBS Group AG and its related bodies corporate ACN/ARSN (if applicable):

   There was a change in the interests of the substantial holder on 27 April 2016 The previous notice was given to the company on 26 April 2016

2. Previous and present voting power

   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:

   Class of securities (4)	Previous Notice	Present Notice
   Person's Votes Voting Power (5)	Person's Votes	Voting Power (5)
   Ordinary	48,657,785 5.58%	58,783,944	6.74%

3. 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 voling 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 to change (7)	Class and Number of securities affected	Person's votes affected
   Please see Appendix B.

4. 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 holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
   UBS AG	Various Custodians	UBS AG	Fund Manager with power to exercise control over voting shares	126,931 Ordinary	126,931
   UBS Asset Management Trust Company	Various Custodians	UBS Asset Management Trust Company	Fund Manager with power to exercise control over voting shares	21,762 Ordinary	21,762

   UBS Asset Management (UK) Limited	Various Custodians	UBS Asset Management (UK) Limited	Fund Manager with power to exercise control over voting shares	53,565 Ordinary	53,565
   UBS Fund Management (Switzerland) AG	Various Custodians	UBS Fund Management (Switzerland) AG	Fund Manager with power to exercise control over voting shares	82,766 Ordinary	82,766
   UBS AG London Branch	Various Custodians	UBS AG London Branch	Power to control disposal over shares pursuant to stock borrowing and lending activities (see Appendix A)	1,644,156 Ordinary	1,644,156
   UBS Securities Australia Ltd	Warbont Nominees Ply Ltd	UBS Securities Australia Ltd	Power to control disposal over shares pursuant to stock borrowing and lending activities (see Appendix A)	52,577,572 Ordinary	52,577,572
   UBS Securities LLC	Various Custodians	UBS Securities LLC	Power to control disposal over shares pursuant to stock borrowing and lending activities (see Appendix A)	4,277,192 Ordinary	4,277,192

5. 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

6. Addresses

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

Name	Address
Details of all UBS offices can be found through the following link: http://apps2.ubs.com/locationfinder/

SIGNATURE

Print Name: Pepe Chan Capacity: Authorised signatory

Sign Here:

Date: 29 April 2016

Print Name: Weixiao Qin Capacity: Authorised signatory

Date: 29 April 2016

Contact details for this notice: Weixiao Qin

Compliance Operations

(T) +65 6495 8217

Type of agreement Securities Lending Agreement Securities Lending Agreement Securities Lending Agreement

Parties to agreement (i) UBS AG, London Branch ("UBS AG ")/ UBS Limited

(i) UBS AG, Australia Branch ("UBS (i) UBS Securities LLC ("UBS Sec AG")/ UBS Securities Australia LLC")

(ii} Client (Please refer to Appendix A-1.)	(ii) Client (Please refer to Appendix	(ii} Client (Please refer to Appendix A-1.)
A-1.)
Transfer date	Please refer to Appendix A-1.	Please refer to Appendix A-1.	Please refer to Appendix A-1.
Holder of voting rights	UBS AG/ UBS Limited	UBS AG/ UBS Securities Australia	UBS Sec LLC
Limited
Are there any restrictions on	Please refer to the details below.	Please refer to the details below.	No.
voting rights?
If yes, detail	Since all right and title in the	Since all right and title in the	N/A
securities passes to the transferee	securities passes to the transferee
(i.e. UBS AG/ UBS Limited), the	(i.e. UBS AG/ UBS Securities
transferee has the right to vote.	Australia Limited}, the transferee
However, in certain circumstances,	has the right to vote. However, in
the transferee may seek to arrange	certain circumstances, the
for instructions to be exercised in	transferee may seek to arrange for
accordance with the instructions of	instructions to be exercised in
the transferor (i.e. Client).	accordance with the instructions of
the transferor (i.e. Client).
Scheduled return date (If any)	None.	None, subject to the tenns of the	None unless agreed to by the
relevant loan.	parties.
Does the borrower have the right to return early?	Yes.	Yes.	Yes. Either party can tenninate the loan upon notice unless otherwise
agreed.
If yes, detail	The borrower (i.e. UBS AG/ UBS	The borrower (i.e. UBS AG/ UBS	The borrower (i.e. UBS Sec LLC)
Limited) has the right to return at its	Securities Australia Limited) has the	has the right to return at its
discretion subject to the tenns of the	right to return at its discretion.	discretion.
relevant loan.
Does the lender have the right to	Yes.	Yes.	Yes. Either party can tenninate the
recall early?	loan upon notice unless otherwise
agreed.
If yes, detail	The lender (i.e. Client) can recall at	The lender (i.e. Client) can recall at	The lender has the right to return at
its request subject to compliance	its request subject to compliance	its discretion.
with margin requirements and the	with margin requirements and the
tenns of the relevant loan.	terms of the relevant loan.
Will the securities be returned on	Yes.	Yes.	Yes (equivalent securities).
settlement?
If yes, detail any exceptions	None.	None.	None.

Limited

The information in this appendix is based on the relevant standard UBS agreement.

A copy of the agreement is available to the company, or responsible entity to whom the prescribed form must be given, or to ASIC, upon request.

Appendi x A-1

Securities Lending Agreement .UBS AG, London Branch I UBS Limited

Citibank NA as an agent acting on behalf of its clients	(i)	1O September 2015
HSBC Bank Pie as an agent acting on behalf of its clients	(i)	27 August 2015
Securities Finance Trust Company as an agent acting on behalf of its clients	(i)	14 January 2016
The Northern Trust Company as an agent acting on behalf of its clients	(i)	17 November 2015

Securities Lending Agreement - UBS AG, Australia Branch I UBS Securities Australia Limited

BNP Paribas Securities Services Australia Branch	(i) (ii)	21 April 2016 27 April 2016
Citibank NA as an agent acting on behalf of its clients	(i)	14 July 2015
(ii)	15 July 2015
(iii)	11 December 2015
(iv)	16 December 2015
(v)	7 January 2016
(vi)	7 April 2016
JPMorgan Chase Bank, N.A. as an agent acting on behalf of its clients	(i)	7 April 2016
(ii)	8 April 2016
(iii)	11 April 2016
(iv)	14 April 2016
(v)	18 April 2016
(vi)	19 April 2016
(vii)	20 April 2016
(viii)	21 April 2016
(ix)	22 April 2016
(x)	26 April 2016
(xi)	27 April 2016
Macquarie Bank Ltd	(i)	8 September 2015
(ii)	13 November 2015
(iii)	4 February 2016
(iv)	25 February 2016
National Australia Bank Limited	(i)	30 March 2016
(ii)	31 March 2016
(iii)	1 April 2016
(iv)	5 April 2016
(v)	6 April 2016