Ruralco : Change in substantial holding from SOL

Class of securities (4)

Previous notice

Present notice

Person's votes

Voting power (5)

Person's votes

Voting power (5)

Ordinary Shares

18,605,758

18.79%

12,605,758

12.15%

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

15/03/2017

Additional Shares Issued

Dilution of Interest

N/A

Ordinary Shares

N/A

26/05/2017

WHSP

Sale

$18,600,000

-6,000,000

Ordinary Shares

-6,000,000

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

WHSP

WHSP

WHSP

Direct Holding

12,605,758

Ordinary Shares

12,605,758

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme ACN/ARSN

1. Details of substantial holder(1)

Name

ACN/ARSN (if applicable)

Ruralco Holdings Limited

ACN 009 660 879

Washington H. Soul Pattinson and Company Limited (WHSP)

ACN 000 002 728

There was a change in the interests of the

substantial holder on 26/05/2017

The previous notice was given to the company

on 01/03/2017

The previous notice was dated 01/03/2017

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:

1. Changes in relevant interests

2. Present 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 are as follows:

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

Name and ACN/ARSN (if applicable)

Nature of association

Name

Address

WHSP

Level 1, 160 Pitt Street Mall, Sydney NSW 2000

1. Changes in association

2. Addresses

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:

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

Signature

print name Ian David Bloodworth capacity Company Secretary

sign here

date 26 / 05 / 2017

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 671B(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 671B(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

8. 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).

9. 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.

10. If the substantial holder is unable to determine the identify of the person (eg. if the relevant interest arises because of an option) write "unknown".

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

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