Spotless : Becoming a substantial holder from NAB

Corporations Law Form 603

Form 603

Corporations Act 2001

Notice of initial substantial holder Section 671B

To:Company Name/Scheme

1. Details of substantial shareholder

   Name & ACN (if applicable)

   
   

   The Secretary Spotless Group Holdings Limited 549 St Kilda Road Melbourne VIC 3004 Ph: (03) 9269 7600

   
   

   ACN 092 786 304

   National Australia Bank Limited (ACN 004 044 937) and its associated entities listed in Annexure A

   
   

   The holder became a substantial holder on 03/02/2016

   SPO

   
   

2. Details of 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 had a relevant interest in on the date the substantial holder became a substantial holder are as follows:

   
   

   Class of securities	Number of securities	Persons' votes	Voting power
   Fully paid ordinary shares	55,752,325	55,752,325	5.076%

   
   

3. Details of relevant interests

   The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

   Holder of relevant interest	Nature of relevant interest	Class and number of securities
   MLC Investments Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes and trusts.	Fully paid ordinary shares 15,228,640
   Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes or trusts.	Fully paid ordinary shares 28,884
   MLC Wealth Management Limited	Power to exercise voting rights pursuant to position held as the Registrable Superannuation Entity licensee for the superannuation products it issues.	Fully paid ordinary shares 83,683
   National Australia Bank Limited	Relevant interest arising as a result of National Australia Bank Limited having voting power above 20% in Pengana Holdings Pty Limited who controls Pengana Capital Limited, an investment manager of various unit trusts.	Fully paid ordinary shares 14,927,000
   National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 25,425,130
   Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes or trusts.	Fully paid ordinary shares 51,488
   Bank of New Zealand Limited	Powers to control the disposal and/or voting of securities, contained in an investment management contract for Bank of New Zealand's discretionary investment management, portfolio custody and execution service.	Fully paid ordinary shares 7,500
   TOTAL	55,752,325

4. Details of present registered holders

   The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

   
   

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Class and number of securities
   MLC Investments Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 15,228,640
   Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 28,884
   MLC Wealth Management Limited	Navigator Australia Limited (ACN 006 302 987)	Fully paid ordinary shares 83,683
   National Australia Bank Limited	BNP Paribas Nominees Pty Limited (ACN 084 150 023)	Fully paid ordinary shares 14,927,000
   National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 25,425,130
   Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 51,488
   Bank of New Zealand Limited	FNZ Custodians Limited (NZBN 9429036641093)	Fully paid ordinary shares 7,500
   TOTAL	55,752,325

   
   

5. Consideration

   The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

   Holder of relevant interest	Date of acquisition	Consideration	Class and number of securities
   Cash	Non-cash	Fully paid ordinary shares
   MLC Investments Limited	8/01/2016	$33,321.40	34,319
   MLC Investments Limited	8/01/2016	$381,047.41	391,392
   MLC Investments Limited	12/01/2016	$195,488.57	205,833
   MLC Investments Limited	15/01/2016	$3,549.39	3,461
   MLC Investments Limited	19/01/2016	$15,326.87	14,919
   MLC Investments Limited	20/01/2016	$123,671.35	119,410
   MLC Investments Limited	27/01/2016	$14,648.52	13,781
   MLC Investments Limited	20/01/2016	$364,116.23	355,845
   MLC Wealth Management Limited	4/01/2016	$3,326.25	3,005
   MLC Wealth Management Limited	29/01/2016	$10,021.58	9,615
   National Australia Bank Limited	6/01/2016	$265,419.00	270,000
   National Australia Bank Limited	8/01/2016	$290,304.86	300,000

   
   

   National Australia Bank Limited	31/12/2015 to 03/02/2016	Securities Lending	No consideration directly referable to the securities provided by NAB	Refer Appendix 1
   National Australia Bank Limited	5/01/2015	Stock Return - refer Appendix 2	No consideration directly referable to the securities provided by NAB	82,478
   National Australia Bank Limited	8/01/2015	Stock Return - refer Appendix 2	No consideration directly referable to the securities provided by NAB	2,500,000
   National Australia Bank Limited	8/01/2015	Stock Return - refer Appendix 2	No consideration directly referable to the securities provided by NAB	1,917,522
   Bank of New Zealand Limited	2/02/2016	$7,932.69	7,500

   
   

6. Associates

   
   

   The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

   Name and ACN/ARSN (if applicable	Nature of association
   MLC Investments Limited	MLC Investments Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited.
   MLC Wealth Management Limited	MLC Wealth Management Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
   Antares Capital Partners Limited	Antares Capital Partners Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
   Bank of New Zealand Limited	Bank of New Zealand Limited is a wholly owned subsidiary of National Australia Group (NZ) Limited whose ultimate parent is National Australia Bank Limited.

   
   

7. Addresses

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

Name	Address
National Australia Bank Limited	Level 1 800 Bourke Street DOCKLANDS VIC 3008
MLC Investments Limited	Ground Floor 105-153 Miller Street NORTH SYDNEY NSW 2060
National Nominees Limited	Level 1 800 Bourke Street DOCKLANDS VIC 3008
MLC Wealth Management Limited	Ground Floor 105-153 Miller Street NORTH SYDNEY NSW 2060
Navigator Australia Limited	Ground Floor 105-153 Miller Street NORTH SYDNEY NSW 2060
Antares Capital Partners Limited	Ground Floor 105-153 Miller Street NORTH SYDNEY NSW 2060
BNP Paribas Nominees Pty Limited	Level 6 60 Castlereagh Street SYDNEY NSW 2000
Bank of New Zealand Limited	Level 4 80 Queen Street AUCKLAND NEW ZEALAND
FNZ Custodians Limited	Level 7 256 Lambton Quay WELLINGTON 6011 NEW ZEALAND

Signature

Elizabeth Melville-Jones	Capacity Company Secretary for and on behalf of National Australia Bank Limited
08/02/2016

Name

Signature