603 oaoe 1/2 15 Julv 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

OrotonGroup Limited (ORL)

ACN/ARSN 000 038 675

  1. Details of substantial holder(1)

    Aperta Strada Ply Limited ACN 620 289 778 (Aperta Strada)

    Name Gazal Corporation Limited ACN 004 623 474 (GZL) and its controlled entities listed in Annexure A (GZL Controlled

    Entities)

    MJ&HH Gazal Pty Limited ACN 119 624 190 as trustee for the Michael Gazal Family Trust (MJ&HH) Michael Joseph Gazal (MJG)

    David Gazal Family Company Pty Limited ACN 104 693 576 as trustee for The David Gazal Family Trust (DGFC) David Joseph Gazal (DJG)

    ACN/ARSN (if applicable)

    The holder became a substantial holder on

  2. Details of voting power

    6 July 2017

    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

    3,083,349

    3,083,349

  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)

    Class and number of securities

    Aperta Strada

    Relevant interest under s 608(1) of

    Corporations Act pursuant to special crossing (as to 2,954,248 shares) and on market purchases (as to 129,101 shares).

    3,083,349 ordinary shares

    GZL and GZL Controlled Entities

    Relevant interest under s 608(3) of

    Corporations Act because GZL controls Aperta Strada and the GZL Controlled Entities' voting power in Aperta Strada is above 20o/o.

    3,083,349 ordinary shares

    MJ&HH and MJG

    MJ&HH's relevant interest arises because its voting power in GZL is above 20%

    (s 608(3)(a) of Corporations Act).

    MJG's relevant interest arises because he controls MJ&HH (s 608(3)(b) of Coroorations Act).

    3,083,349 ordinary shares

    DGFC and DJG

    DGFC's relevant interest arises because its voting power in GZL is above 20°/o

    (s 608(3)(a) of Corporations Act).

    DJG's relevant interest arises because he controls DGFC (s 608(3)(b) of Coroorations Act).

    3,083,349 ordinary shares

  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 reaistered as holder (8)

Class and number of securities

Aperta Strada, GZL, GZL Controlled Entities, MJ&HH, MJG, DGFC and DJG

Aperta Strada

Aperta Strada

3,083,349

ordinary shares

Holder of relevant interest

Date of acquisition

Consideration 19)

Class and number of securities

Cash

Non-cash

Aperta Strada

6 July 2017

$1.00

ner share

NIA

3,083,349

ordinarv shares

GZL, GZL Controlled Entities, MJ&HH, MJG, DGFC and DJG

6 July 2017

NIA

NIA

3,083,349

ordinary shares

Name

Address

Aperta Strada, GZL, GZL Controlled Entities, MJ&HH, MJG, DGFC and DJG

C/- 3-7 McPherson Street, Banksmeadow NSW 2019

603 page 2/2 15 July 2001

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:

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 a licable Nature of association

NIA NIA

7. Addresses

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

Signature

print name Peter Wood capacity: Company Secretary of Aperta Strada, and authorised representative of the other substantial holders listed

sign here

date /.9July 2017

DIRECTIONS

  1. If there area numberofsubstantialho!derawith similarorrelated relevant interests (eg.a corporation and itsrelated corporations,orthe rnan::gerand trustee of an eqLitytrust), the CXJUd be included in an annexureto the form. If the relevant interests ofa goup of pasons are essertia!ly siTiilar, they rray be referred to ltro..gout the fonn as a specifically named group if the membership of each group, with the names and addresses of manbas is dearly set out in paragraph 7of theform.

  2. Seethe definition of "associate'' insection 9of theCO!poralions Act2001.

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

  4. The voling shares of a company conslib..lte one dass unless divided into separate dasses.

  5. The total n..rnberof votes attached to all the voling shares intheoompany orvoling interests inthe scheme (ifany) that the person oran associate has a relevant interestin.

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

  7. lndude deJails ot

  8. If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) Mite "urt

  9. Details of the ronsideralion must indude any and all benefits, money and other, that any person from 'vVhom a relevant interest v-.as aa:iuired has, or may, beo::meertitled toreceve inrelation to thatacqLisition Datails m.Jstbe indudedeven if the benefitis oondtiorla on the happening ornctofa cortingency. Cetails rrust be included of any benefit paid on behalfof the substantial holderor its associate in relation to the acquisitions, even ifthey are notpaid directly to the person from 'M100l the relevant interest v-.as acquired.

{a) any relevant ageana,tor other dra..imstances by IArhich the relevant interest v-.as aa:iuired. If Slbsection 6718{4) apµies, a copy of any doa.nlentsetting out the tenns of any relevant ageement. and a statement by the person giving full ard acrurate details of any oontract, schEme or arrargemen must acmmpanythis form, together with awritten slatement certifying this contract, scheme or arrargement;and

{b) any qualification of the J)OIMSl"Of a person to exercise, oontro! the exercise of, or influence the exercise of, the voting powers or disp:isalof the securities to Wlich the relevant interest relates (indicating dearlythe particular securities to IArhich the qualification applies).

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

This is Annexure A of 1 page referred to in the Form 603 ('Notice initial substantial holder') signed by me and dated ..I..'? July 2017.

Peter Wood

Entities controlled by Gazal Corporation Limited (excluding Aperta Strada Pty Limited):

  • Sisley Sales Pty Limited

  • Gazal (NZ) Limited

  • Gazal Apparel Pty Limited

  • Gazal Apparel Trading Company Limited

  • Gazal Clothing Company Pty Limited

  • Gazal Employee Share Plan Pty Limited

Page 1 of Annexure A

Gazal Corporation Limited published this content on 10 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 10 July 2017 06:49:08 UTC.

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