1      

Two separate issuances:

A)   Ordinary shares/CUFS issued on vesting of Restricted Stock Units (RSUs); and

B)    RSUs granted:

·   Returned on Capital Employed (ROCE) RSUs are contractual entitlements to be issued ordinary shares/CUFS upon satisfaction of certain conditions; and

·   Relative Total Shareholder Return (TSR) RSUs are contractual entitlements to be issued ordinary shares/CUFS upon satisfaction of certain conditions.

Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued

Total of 1,436,716 securities, broken down as follows:

A)   RSUs vesting: 353,511 ordinary shares/CUFS; and

B)   RSUs granted on 16 September 2015 (US time): 1,083,205.

Principal terms of the ⁺securities (e.g. if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due dates for payment; if ⁺convertible securities, the conversion price and dates for conversion)

A)   RSUs vesting: 353,511 ordinary shares/CUFS issued on vesting of RSUs; and

B)   Two separate tranches of RSUs granted:

·   503,943 ROCE RSUs, a proportion of which will vest on 16 June 2018 depending on JHIplc’s ROCE performance and negative discretion applied by the Remuneration Committee; and

·   579,262 Relative TSR RSUs, which will vest between 3 and 4.5 years from the date of grant depending on JHIplc’s TSR performance relative to its peer group.

Upon vesting, the holder of an RSU will be entitled to be issued one ordinary share/CUFS for each RSU held.

Do the ⁺securities rank equally in all respects from the ⁺issue date with an existing ⁺class of quoted ⁺securities?

If the additional ⁺securities do not rank equally, please state:

A)   Yes, ordinary shares/CUFS issued on vesting of RSUs rank equally with issued ordinary shares/CUFS; and

B)   RSUs granted: Not applicable.

·

the date from which they do

·

the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

·

the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Issue price or consideration

A)    353,511 RSUs vesting: No amount payable; and

B)    RSUs granted: No cash consideration was paid.

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

A)    Vesting of RSUs; and

B)    RSUs granted:

· Grant of ROCE RSUs, under the 2006 LTI Plan as part of the LTI received by senior executives for FY16; and

· Grant of Relative TSR RSUs, under the 2006 LTI Plan as part of the LTI received by senior executives for FY16.

Is the entity an ⁺eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b – 6h in relation to the ⁺securities the subject of this Appendix 3B, and comply with section 6i

No

The date the security holder resolution under rule 7.1A was passed

Not applicable

Number of ⁺securities issued without security holder approval under rule 7.1

Not applicable

Number of ⁺securities issued with security holder approval under rule 7.1A

Not applicable

Number of ⁺securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Not applicable

Number of ⁺securities issued under an exception in rule 7.2

A)    Vesting of RSUs: 353,511; and

B)    RSUs granted: 1,083,205.

6g

If ⁺securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the ⁺issue date and both values. Include the source of the VWAP calculation.

6h

If ⁺securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

6i

Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7

⁺Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

Number and ⁺class of all ⁺securities quoted on ASX (including the ⁺securities in section 2 if applicable)

Number and ⁺class of all ⁺securities not quoted on ASX (including the ⁺securities in section 2 if applicable)

   332,213

4,003,886

No Stock Options or RSUs have been cancelled.

Options

Restricted Stock Units

Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

A)  RSUs vested: Ordinary shares/CUFS issued on vesting of RSUs rank for dividends equally with issued ordinary shares/CUFS; and

B)  RSUs granted: Do not rank for dividends.

Is security holder approval required?

Not applicable

Is the issue renounceable or non-renounceable?

Not applicable

Ratio in which the +securities will be offered

Not applicable

+Class of +securities to which the offer relates

Not applicable

+Record date to determine entitlements

Not applicable

Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?

Not applicable

Policy for deciding entitlements in relation to fractions

Not applicable

Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

Closing date for receipt of acceptances or renunciations

Names of any underwriters

Not applicable

Amount of any underwriting fee or commission

Not applicable

Names of any brokers to the issue

Not applicable

Fee or commission payable to the broker to the issue

Not applicable

24

Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

25

If the issue is contingent on security holders’ approval, the date of the meeting

26

Date entitlement and acceptance form and offer documents will be sent to persons entitled

27

If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders

28

Date rights trading will begin (if applicable)

Not applicable

29

Date rights trading will end (if applicable)

Not applicable

30

How do security holders sell their entitlements in full through a broker?

31

How do security holders sell part of their entitlements through a broker and accept for the balance?

32

How do security holders dispose of their entitlements (except by sale through a broker)?

33

⁺Issue date

Not applicable

34

Type of ⁺securities

(tick one)

(a)

⁺Securities described in Part 1

(b)

All other ⁺securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

35

If the ⁺securities are ⁺equity securities, the names of the 20 largest holders of the additional ⁺securities, and the number and percentage of additional ⁺securities held by those holders

36

If the ⁺securities are ⁺equity securities, a distribution schedule of the additional ⁺securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000

10,001 - 100,000

100,001 and over

37

A copy of any trust deed for the additional ⁺securities

38

Number of ⁺securities for which ⁺quotation is sought

Not applicable

39

⁺Class of ⁺securities for which quotation is sought

Not applicable

40

Do the ⁺securities rank equally in all respects from the ⁺issue date with an existing ⁺class of quoted ⁺securities?

If the additional ⁺securities do not rank equally, please state:

·   the date from which they do

·   the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

·   the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41

Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another ⁺security, clearly identify that other ⁺security)

Not applicable

42

Number and ⁺class of all ⁺securities quoted on ASX (including the ⁺securities in clause 38)

Not applicable                

⁺Quotation of our additional ⁺securities is in ASX’s absolute discretion. ASX may quote the ⁺securities on any conditions it decides.

We warrant the following to ASX.

The issue of the ⁺securities to be quoted complies with the law and is not for an illegal purpose.

There is no reason why those ⁺securities should not be granted ⁺quotation.

An offer of the ⁺securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any ⁺securities to be quoted and that no-one has any right to return any ⁺securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the ⁺securities be quoted.

If we are a trust, we warrant that no person has the right to return the ⁺securities to be quoted under section 1019B of the Corporations Act at the time that we request that the ⁺securities be quoted.

We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before ⁺quotation of the ⁺securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.