DuluxGroup : Becoming a substantial holder

2 ELLERSTON CAPITAL

Ellerston Capital Limited

ABN 34 110 397 674

AFSL No. 283 000

Level 11, 179 Elizabeth Street

Sydney NSW 2000

Phone [phone]

Fax [phone]

www .ellerstoncapital .com

TO: The Manager, Company Announcements, ASX FAX No:

FROM: Ellerston Capital Limited DATE: 10/03/2017

NO. OF PAGES (Including this page) 7

Dear Manager

RE:

DULUX GROUP LIMITED - Form 603

We attach our notice of becoming a substantial holder (Form 603) in respect of DULUX GROUP LIMITED.

We note that the shares reported in this Form are owned by third party accounts under the discretionary investment management of Ellerston Capital Limited.

None of Ellerston Capital Limited, nor any of its shareholders or any of their associates hold a direct interest in any shares disclosed in this Form.

Yours sincerely,

J/il¥r

Ellerston Capital Limited

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme DULUX GROUP LIMITED

ACN/ARSN/ARBN ACN 133 404 065

1. Details of substantial holder (1)

Name

ACN/ARSN (if applicable)

Ellerston Capital Limited (Primary Person), and its associates being those persons listed in Annexure B ACN 110 397 674

The holder became a substantial holder on 24/02/2017

1. 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	22,723,646	22,723,646	5.84%

2. 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
   Primary Person	The Primary Person in its capacity as investment manager for various clients or as trustee/responsible entity for investment vehicles, has the power to exercise, or control the exercise of, a right to vote attached to the securities and has the power to dispose of, or control the exercise a disposal of, the securities	22,723,646 Ordinary Shares

3. 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 (8)	Class and number of securities
   Primary Person	BNP Paribas Nominees Pty Limited	BNP Paribas Nominees Pty Limited	1,494,700 Ordinary Shares
   Primary Person	Citicorp Nominees Pty Limited	Citicorp Nominees Pty Limited	11,112,447 Ordinary Shares
   Primary Person	JP Morgan Nominees Australia Limited	JP Morgan Nominees Australia Limited	8,385,900 Ordinary Shares
   Primary Person	National Nominees Limited	National Nominees Limited	1,552,153 Ordinary Shares
   Primary Person	State Street (Australia) Ltd	State Street (Australia) Ltd	178,446 Ordinary Shares

4. 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:

   !see Annexure A

5. 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
Refer to Annexure B

7. Addresses

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

Name	Address
See annexures	The Substantial Shareholder - cl- Level 11, 179 Elizabeth Street, Sydney, NSW, 2000
The entities listed in Annexure A - cl- Level 11, 179 Elizabeth Street, Sydney, NSW, 2000
DULUX GROUP LIMITED	1956 Dandenong Road, CLAYTON, VIC, 3168

Signature

print name capacity Company Secretary

sign here - - -------,,.... -d_a_te -1_01_03_1_20_1_7

DIRECTIONS

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

1. names could be included in an annexure to the fonn. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the fonn 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 fonn.

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 6718(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 or scheme multiplied by 100.

7. Include details of:

   any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any document setting out the

8. 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

   any qualification of the power of a person to exercise, control lhe exercise of,or influence the exercise of, the voting powers or disposal of the securities to which the

9. 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 (eg. if the relevant interest arises because of an option) write·unknown.'•

    Details of the consideration must include any and all benefits, moneys and other, that any person from whom a relevant interest was acquired has, or may, become entitled to

11. 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.

DULUX GROUP LIMITED ACN 133 404 065

This is Annexure A of 1 pages referred to in Form Form 603 - Notice of initial substantial holder.

Signature

print name

capacity Company Secretary

sign here date 10/03/2017

Date of Change	Person whose relevant interest changed	Natures of change (4)	Consideration give in relation to change (5)	Class (6) and number of securities affected	Persons's votes affected
09/03/2017	Primary Person	Buy	$3,243,250.00	500,000 Ordinary Shares	500,000
08/03/2017	Primary Person	Buy	$2,569,680.00	400,000 Ordinary Shares	400,000
07/03/2017	Primary Person	Buy	$2,568,920.00	400,000 Ordina ry Shares	400,000
03/03/2017	Prima ry Person	Buy	$9,467,951.00	1,500,000 Ordinary Shares	1,500,000
24/02/2017	Primary Person	Buy	$3,126,000.00	500,000 Ordinary Shares	500,000
22/02/2017	Primary Person	Buy	$3,096,400.00	500,000 Ordinary Shares	500,000
17/02/2017	Prima ry Person	Buy	$1,867,921.00	300,000 Ordinary Shares	300,000
14/02/2017	Primary Person	Buy	$3,116,651.00	500,000 Ordinary Shares	500,000
13/02/2017	Primary Person	Buy	$1,869,810.00	300,000 Ordinary Shares	300,000
10/02/2017	Primary Person	Buy	$2,466,680.00	400,000 Ordinary Shares	400,000
09/02/2017	Prima ry Person	Buy	$40,622,294.00	6,662,774 Ordinary Shares	6,662,774
08/02/2017	Primary Person	Buy	$2,593,397.00	419,189 Ordina ry Shares	419,189
07/02/2017	Primary Person	Buy	$4,382,104.00	717,026 Ordinary Shares	717,026
03/02/2017	Primary Person	Buy	$3,031,000.00	500,000 Ordinary Shares	500,000
02/02/2017	Primary Person	Buy	$5,668,046.00	930,118 Ordinary Shares	930,118
01/02/2017	Pri mary Person	Buy	$3,036,699.00	500,000 Ordinary Shares	500,000
31/01/2017	Primary Person	Buy	$3,033,100.00	500,000 Ordinary Shares	500,000
30/01/2017	Primary Person	Buy	$4,548,151.00	750,000 Ordinary Shares	750,000
27/01/2017	Primary Person	Buy	$1,125,892.00	184,385 Ordinary Shares	184,385
25/01/2017	Primary Person	Buy	$1,724,867.00	285,722 Ordinary Sha res	285,722
24/01/2017	Primary Person	Buy	$2,389,920.00	400,000 Ordinary Shares	400,000
12/01/2017	Primary Person	Buy	$2,183,265.00	350,000 Ordinary Shares	350,000
11/01/2017	Primary Person	Buy	$2,168,985.00	350,000 Ordinary Sha res	350,000
05/01/2017	Primary Person	Buy	$6,300.00	1,000 Ordinary Shares	1,000
04/01/2017	Prima ry Person	Buy	$1,882,710.00	300,000 Ordinary Shares	300,000
14/12/2016	Primary Person	427,000 Ordinary Shares	427,000
				Buy $2,593,299.00