I p,wc Deed of Arnendrnent Amended and Restqted Final Funding Agreement James Hardie Industries plc (ARBN ogz 8zg 8gs) ("JHI plc") James Hardie ttTPty Limited (ABN3o 116 rro 948) ("JIJtt7") The State of New SouthWales ("NSW Government") Asbestos Injuries Compensation Fund Limited in its capacity as trustee for each of the Compensation Funds (ACN rrz s6s q6rl ("Fund Tbustee") PriceuaterhouseCoopers, ABN gz Z8o 4SS 787 One International Totuers Sgdney, Watermans Quay, Barang eroo, NSW zooo T: +6t e 8266 oooo, F: +6t z 8z66 9999, u.twtu,pwc.com.auflegal PwC I Doc lDi 45478 Ref TWB/AC
AFFA Deed of Amendment (clause 13.4A) Contents 1. Interpretation 4 1.1 Definitions 4 L.2 Interpretation 4 2. AFFA amendments 4 3. General 4 3.1 Conflict 4 3.2 Consideration 4 g.B Counterparts 4 9.4 Costs, expenses and duties 5 B.S Governing law and jurisdiction 5 g.6 Further assurances 5 9.7 Notices 5 Schedule - AFFA Amendments 6 2 PwC I Doc lD:45478
AFFA Deed of Amendment (clause 13.4A) Dste tt l'ecev,tgE'R. 20t7 Parties Name James Hardie Industries plc a public limited company incorporated in Ireland ARBN og7 8zg 8gs Description JHI plc Notice details 2nd Floor, Europa House Harcourt Centre, Harcourt Street Dublin z, Ireland Facsimile: +3Sg (o) r 479 rrzS Attention: General Counsel and Chief Compliance Officer Name Jarnes Hardie LLTPW Lirnited ABN go 116 rro 948 Description JIIrrT Notice details Level 3, zz Pitt Street Sydney NSW zooo Facsimile: +6r (o) z 9z5r 98o5 Attention: General Counsel and Chief Compliance Officer Name The State of New South Wales Description NSWGovernment Notice details c/- The Department of Premier and Cabinet Level rz,5z Martin Place Sydney NSW zooo Facsimile: :+6r (o) 28574 74or Attention: General Counsel, Department of Premier & Cabinet Name Asbestos Injuries Compensation Fund Limited in its capacity as trustee for each of the Compensation Funds established under the Amended and Restated Trust Deed dated 14 December zoo6 between it as trustee and James Hardie Industries N.V. as settlor ACN rt7 363 46r Description FundTrustee Notice details Level 6,56 Clarence Street Sydney NSW zooo Facsimile: +6r (o) z gzZZ 6699 Attention: General Manager J PwC I Doc lD:45478
AFFA Deed of Amendment (clause 13.4A) Background A. JHI plc, JHtt7, the NSW Government and the Fund Trustee are parties to the AFFA. B. The promulgation of the Wrongs (Part VB) (Dust and Tobacco-Relqted Clqims) Regulation zot6by the State of Victoria has triggered clause 4.4 of the AFFA. C. The parties wish to amend the AFFA by the introduction of a new clause r3.4A to address the matter, This DeedWitnesses 7. Interpreto:tion 1.1 Definitions These meanings apply unless the contrary intention appears AFFA means the document entitled "Amended & Restated Final Funding Agreement in respect of the provision of long term funding for compensation arrangements for certain victims of Asbestos-related diseases in Australia" dated zr November eoo6 between James Hardie Industries N.V., JHrr7, the NSW Government and the Fund Trustee, as amended. Corporations Act means Corporations Act 2oo1 (Cth). L.z Interpretation Clause r.z of the AFFA applies to the interpretation of this deed. 2. AFFA oltrlrendrrrten:ts On and from the date of this deed, the AFFA is amended as set out in the Schedule. g. Genero,l 3.1 Conflict If there is a conflict between the AFFA and this deed, the terms of this deed prevail. 3.2 Consideration This deed is entered into in consideration of the parties' exchange of promises under this deed and the receipt ofvaluable consideration which is hereby acknowledged. 3.3 Counterparts This deed may be executed in any number of counterparts, each of which, when executed, is an original. Those counterparts together make one instrument. 4 PwC I Doc lD:.45478
AFFA Deed of Amendment (clause 13.4A) 3.4 Costs, expenses and duties Each party is responsible for its own costs, charges and expenses in connection with the preparation, negotiation and execution ofthis deed. 3.b Governing law andjurisdiction This deed is governed by the laws of New South Wales. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New South Wales, and waives any right to claim that those courts are an inconvenient forum. 3.6 Further assurances Except as expresslyprovided in this deed, each party must, at its own expense, do all things reasonably necessary to give full effect to this deed and the matters contemplated by it. 3.7 Notices (a) A notice or other communication under this deed is only effective if it is given in a manner provided for in the AFFA as amended by this deed. (b) For the purposes ofthis clause, a party's address details are those set out in the AFFA, unless the party has notified a changed address, in which case the notice, consent, approval or other communication must be to that address. 5 PwC I Doc lD:45478
AFFA Deed of Amendment (clause 13.4A) S chedttle - AFFA Arnendrnents The AFFA is amended by adding a new clause r3.4A as follows: "tg.4A Impact of the Wrongs (PartVB) (Dust o:ndTobo.cco-Relo,ted Clqims) Regulationzot6 (a) The Parties acknowledge that the promulgation of the Wrongs (Part VB) (Dust and Tobqcco-Relqted Claims) Regulation zot6by the State of Victoria has triggered clause 13.4. ib) Despite any other provision of this deed, the Related Agreements, the Transaction Legislation and the Release Legislation, to the extent that a Proven Claim which is the subject of a final judgment given, or binding settlement made, on or after r January zorS includes an amount of damages in excess of the amount that a Claimant would have been otherwise entitled to due to a change in the basis of assessment of damages brought about by the Wrongs (Pqrt W) (Dust and Tobacco-Related Clsims) Regulation zot6 (or any other Victorian law that may replace that law but, in effect, restate those parts of it which change the basis of the assessment of damages), that excess amount must not be paid (whether in whole or in part and whether by a member of the JHISE Group, a Liable Entity or the Trustee) during the winding up period for the Liable Entities. (c) Having regard to the provisions of sub-clauses g.4A(a) and (b), clause r3.4(c) shall be modified in its application to matters arising out of the Wrongs (Part VB) (Dust and Tobacco-Related Claims) Regulation zot6 (Victoria) (or any other Victorian law that may replace that law but, in effect, restate those parts of it which change the basis of the assessment of damages) so as to provide that clause r3.+(cxi) shall continue to apply if, and to the extent that, an amount of additional damages of the kind referred to in clause $.4A(b) is actually required to be paid by or on behalf of a member of the JHISE Group, a Liable Entity or the Trustee after zz October zo16. 6 PwC I Doc lD:45478
AFFA Deed of Amendment (clause 13.4A) Signing pages Executed as a deed. ) ) ) GIVEN underthe COMMON SEAL of ) Signature of Person* JAMES HARDIE INDUSTRIES PLC and ) DELIVERED as aDEED: ) ) ) LOe-c- /4\^ /\A vt L( hcr| ) ) Name of Bitretor/Authorised Person* ) ) ) ) ) ) ) Signature of Eircrctm/Scrretary,/Authorised Person* ) ) ) ) N A a ftSrt pr rtL(ck{L ) ) Name of IX+eetor/ffiary/Authorised Person* *Delete whichever is not applicable. ) SIGNED, SEI\LED AND DELTVERED by ) JAMES TIARDIE TTTPTYLIMITED in ) accordance with section rzZ(r) ofthe ) Corporations Act 2oo1 (Cth) by authority of its ) directors: ) ) ) ) Signature of director ) Signature of director/company secretary* ) (block letters) ) whichever is not applicable ) "delete ) ) ) Name of director (block letters) Name of Director/Company Secretary* Glock letters) *delete whichever is not applicable 7 PwC I Doc lD:45478
AFFA Deed ofAmendment (clause 13.4A) Signing psges Executed as a deed. ) ) ) ) GIVEN under the COMMON SEAL of Signature of Director /Autholised Person* JAMES IIARDIE INDUSTRIES PLCANd ) DELMREDasaDEED: ) ) ) ) ) Name of Directot/Authorisetl Persont ) ) ) ) ) ) ) Directoy'Secretary/Autholised Personx ) Signature of ) ) ) ) ) Narne of Direstodsecretary/Authorised Petson* +Delete lvhichever is not applicable. ) SIGNED, SEALED AND DELIVERED bY ) JAMES IIARDIE fl7 PTYLIMITED iN ) accordance with section rz7(r) ofthe ) Corporations Act zoor (Cth) by authority of its ) directorsr ) ) ) ) of director ) Signahrre of directoy'compan*sec,retary* ) (block letters) ) *delete ) rvhichever: is not applicable ) g,tJ € L€ ) ,Krcc{ loT7t 5l nf ) Name of director (blockletters) Name of Directot/gompflfl#Segetaly* (block letters) *delete whichever is not applicable 7 PwC I Doc lD:45478
AFFA Deed of Amendment (clause 13.4A) SIGNED, SEALED AND DELTVERED by ) the Honourable Mark Speakrnan SC MP, ) Attorney General of New South Wales for the ) STATE OF NEW SOUTH WALES in the ) presence of: ) ) ) ) ) Signature of witness ) Hon. MarkSpeakmanSCMP ) Attorney General of New South Wales ) LUC INDA BOU R.l(s ) Name of witness (blockletters) ) ) ) ) SIGNED, SEALED AND DELIVERED bY ) ASBESTOS INJ{'RIES COMPENSATION ) FUND LIMITED in accordance with section ) rzZ(r) ofthe CorporationsAct 2oo1 (Cth)bV ) authority of its directors: ) ) ) ) Signature ofdirector ) Signature of Director/Company Secretary * ) fblock letters) ) *delete ) whichever is not applicable ) ) ) Name of director (blockletters) ) Name of Director/Company Secretary * (block letters) *delete whichever is not applicable 8 PwC I Doc lD:45478
AFFA De€d ofAnondmont (dauoo 19.4A) srGNED, SEALBDAND DELIVERETT bv tfte ) Honourable Mark Speatanan SC lvip. ) {ttomey General of Neur Sdrtb Wat , fo"tnu ' SIATE - ) OF NEW SOTITII WALE^S tl tlle ) presence of: ) ) ) ) Sipature ) of r,rritness ) Hon.Msrk8BeakmnngCMp ) AttomeyGeneral of NewSouth Wales ) ) Name of wibress (block lethrs) ) ) ) ) ) ) ) ) ) ) ) -4*.i-)*-.q.-.. .,- ) _a (*( Sipature of director ) Siguature of EfrcrorlCompany * ) $ecretary (blockletters) ) +ilelete ) whidrever is aot applicable l.,or.- ) -\ L rrr vtt \c,v- ) G t Wnt betrew ) €,ev ?ut- Nane of direetor (bloeklettex) ) Nanre of€ircor/Company Secretary * {blockletters) *delete whic.hever ie not applicable PwC I Doc lD:45478