MTO: Becoming a substantial holder from WBC

Form 604 Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder

To Company Name/Scheme MOTORCYCLE HOLDINGS LIMITED (MTO)

ACN/ARSN ACN 150 386 995

1. Details of substantial holder(1)

   Name WESTPAC BANKING CORPORATION (WBC) and its associated entities listed in

   Annexure 'B '

   ACN/ARSN (if applicable) ACN 007 457 141

   The holder became a substantial holder on 24/06/2016

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 (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

   Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
   Ordinary Shares	1,899,409	1,899,409
   Total	1,899,409	1,899,409	5.01%

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 (7)	Number of securities	Class of securities
   Advance Asset Management Limited	Advance Asset Management Ltd is the responsible entity of various managed investment schemes and also acts as a fund manager.	155,598	Ordinary
   BT Funds Management (NZ) Limited	BT Funds Management (NZ) Limited is the manager of various superannuation funds, institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	63,998	Ordinary
   BT Funds Management Limited	BT Funds Management Limited is the manager of various superannuation funds,	67,000	Ordinary

   institutional investor portfolios and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.
   BT Investment Management (Fund Services) Limited	BT Investment Management (Fund Services) Limited is the responsible entity of various managed investment schemes and, in that capacity, can exercise the power to vote or dispose of the shares.	1,612,813	Ordinary

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	Persons entitled to be registered as holder (8)	Class and number of securities
   BT Funds Management (NZ) Limited	Guardian Nominees No.2 Ltd	See Annexure 'A'	63,998 Ordinary
   BT Funds Management Limited	BT Portfolio Services Limited	See Annexure 'A'	67,000 Ordinary
   Advance Asset Management Limited	HSBC Custody Nominees (Australia) Limited.	See Annexure 'A'	155,598 Ordinary
   BT Investment Management (Fund Services) Limited	HSBC Custody Nominees (Australia) Limited.	See Annexure 'A'	1,612,813 Ordinary

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 (9)		Class and number of securities
   		Cash	Non-cash
   WBC & associates	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'

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

7. Addresses

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

Name	Address
Westpac Banking Corporation (WBC)	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Funds Management (NZ) Limited	Westpac On Takutai Square 16 Takutai Square Auckland 1010 New Zealand
BT Funds Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
Advance Asset Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Investment Management (Fund Services) Limited	Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
MOTORCYCLE HOLDINGS LIMITED (MTO)	The Company Secretary, MOTORCYCLE HOLDINGS LIMITED (MTO) 68 Moss St, SLACKS CREEK QLD 4127 TEL: +61 7 3237 2100

Signature

Print name Tim Hartin Capacity Company Secretary

Sign here Date 28/06/2016

DIRECTIONS

1. If there are a number of substantial holders with similar or related relevant interests (e.g. 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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

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

7. Include details of:

8. any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and with 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

9. 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.

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

11. 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.