Independent Adviser(s): Simmons Corporate Finance (Rule 18)

Company Meeting Date: 04/12/2013

Summary of transaction

In December 2013, Windflow Technology Limited (“Windflow”) undertook a pro-rata renounceable rights issue to eligible shareholders (the “Rights Issue”).

Windflow entered into a shortfall placement agreement dated 6 November 2013 with Mr David Iles, under which Mr Iles agreed to purchase any shortfall under the Rights Issue up to a maximum value of $2.5 million (“Shortfall Agreement”).

As a result of the Shortfall Agreement, Mr Iles’ level of control over the voting rights in Windflow had the potential to increase from 15.65% up to a maximum of 58.29%.

In November 2013, the Panel approved Simmons Corporate Finance Limited to prepare an Independent Adviser’s Report on the merits of the allotment of shares to Mr Iles in accordance with rule 18 of the Code.

At a special meeting of shareholders held on 4 December 2013, Windflow shareholders (other than Mr Iles) approved any increase in Mr Iles’ level of control over the voting rights in Windflow as a result of the Rights Issue and of the Shortfall Agreement.