BAPCOR LIMITED — Major Shareholding Notification 2016

Apr 5, 2016

Form 605

Corporations Act 2001 Section 671B Notice of ceasing to be a substantial holder

To Company Name/Scheme BURSON GROUP LIMITED (BAP) ACN/ARSN ACN 153 199 912 1. Details of substantial holder(1) Name WESTPAC BANKING CORPORATION (WBC) and its associated entities listed in Annexure ‘B ’

ACN/ARSN (if applicable) ACN 007 457 141 The holder ceased to be a substantial holder on 04/04/2016 The previous notice was given to the company on 24/03/2016 The previous notice was dated 22/03/2016

2. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest (2) of the substantial holder or an associate (3) in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (4)	Consideration given in relation to change (5)	Class (6) and number of securities affected	Person’s votes affected
04/04/2016	WBC & its Associates, Asgard Capital Management Limited, BT Funds Management Limited, Westpac Financial Services Limited, BT Funds Management No.2 Limited, Advance Asset Management Limited, BT Investment Management (Institutional) Limited, BT Investment Management (Fund Services)Limited	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'

3. Changes in association

The persons who have become associates (3) of, ceased to be associates of, or have changed the nature of their association (7) with, the substantial holder in relation to the voting interests of the company or scheme are as follows:

Name and ACN/ARSN (if applicable)

Nature of association

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4. Addresses

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

Name	Address
Westpac Banking Corporation (WBC)	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
Asgard Capital Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Funds Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
Westpac Financial Services Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Funds Management No.2 Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
Advance Asset Management Limited	Level 20, Westpac Place, 275 Kent Street, Sydney NSW 2000
BT Investment Management (Institutional) Limited	Level 14, Chifley Tower, 2 Chifley Square, SydneyNSW 2000
BT Investment Management (Fund Services) Limited	Level 14, Chifley Tower, 2 Chifley Square, SydneyNSW 2000
BURSON GROUP LIMITED (BAP)	The Company Secretary, BURSON GROUP LIMITED (BAP) 61 Gower Street PRESTON VIC 3072 Tel: +61 3 9914 5555

Signature

Print name Tim Hartin Sign here

Capacity Company Secretary Date 06/04/2016

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DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (e.g. a corporation and its related
corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the
relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically
named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 4 of
the form.
(2) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001.
(3) See the definition of “associate” in section 9 of the Corporations Act 2001.
(4) Include details of:
(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection
671B(4) applies, a copy of any document setting out the 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
(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting
powers or disposal of the securities which the 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.
(5) Details of the consideration must include any and all benefits, money and other that any person from whom a relevant interest
was acquired has, or may, become entitled to 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.
(6) The voting shares of a company constitute one class unless divided into separate classes.
(7) Give details, if appropriate, of the present association and any change in that association since the last substantial holding
notice.
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ANNEXURE A

This is annexure ‘A' referred to in Form 605, Notice of ceasing to be a substantial holder, lodged for Westpac Banking Corporation ACN 007 457 141 and its associated entities

Tim Hartin – Company Secretary, Westpac Banking Corporation – 06/04/2016

Sales & Purchases for the period : 23/03/2016 to 04/04/2016 SECURITY: BAP

Advance Asset Management Limited

						Person’s
		Nature of	Quantity		Class of	votes
Date	Registered Company	Change		Consideration	Securities	affected
1/04/2016	HSBC Custody Nominees (Australia) Limited.	Sale	-49,441	-227,923.01	Ordinary	49,441
4/04/2016	HSBC Custody Nominees (Australia) Limited.	Sale	-25,999	-120,375.37	Ordinary	25,999
4/04/2016	HSBC Custody Nominees (Australia) Limited.	Sale	-11,000	-50,930.00	Ordinary	11,000
4/04/2016	HSBC Custody Nominees (Australia) Limited.	Sale	-43,001	-199,094.63	Ordinary	43,001
	Total		-129,441	-598,323.01
	Advance Asset Management Limited Total :		-129,441	-598,323.01

Asgard Capital	Management Limited
						Person’s
		Nature of	Quantity		Class of	votes
Date	Registered Company	Change		Consideration	Securities	affected
31/03/2016	Asgard Capital Management Limited	Purchase	543	2,497.80	Ordinary	543
	Total		543	2,497.80
	Asgard Capital Management Limited Total :		543	2,497.80

BT Funds Management Limited

						Person’s
		Nature of	Quantity		Class of	votes
Date	Registered Company	Change		Consideration	Securities	affected
24/03/2016	Asgard Capital Management Limited	Purchase	3,787	17,495.94	Ordinary	3,787
24/03/2016	Asgard Capital Management Limited	Purchase	1,691	7,812.42	Ordinary	1,691
	Total		5,478	25,308.36
						Person’s
		Nature of	Quantity		Class of	votes
Date	Registered Company	Change		Consideration	Securities	affected
23/03/2016	BT Portfolio Services Limited	Purchase	550	2,497.00	Ordinary	550
24/03/2016	BT Portfolio Services Limited	Purchase	3,240	15,037.49	Ordinary	3,240
24/03/2016	BT Portfolio Services Limited	Purchase	640	2,999.55	Ordinary	640
31/03/2016	BT Portfolio Services Limited	Purchase	1,200	5,520.00	Ordinary	1,200
1/04/2016	BT Portfolio Services Limited	Sale	-4,000	-18,443.60	Ordinary	4,000
4/04/2016	BT Portfolio Services Limited	Sale	-10,000	-46,361.00	Ordinary	10,000
	Total		-8,370	-38,750.56
	BT Funds Management Limited Total :		-2,892	-13,442.20

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ANNEXURE B

This is annexure ‘B ’ (being 3 pages) referred to in Form 605, Notice of ceasing to be a substantial holder, lodged for Westpac Banking Corporation ACN 007 457 141 and its associated entities

Tim Hartin – Company Secretary Westpac Banking Corporation – 06/04/2016

Westpac Banking Corporation	Australia	Series 2011-2 WST Trust	Australia
1925 (Commercial) Pty Limited	Australia	Series 2011-3 WST Trust	Australia
1925 (Industrial) Pty Limited	Australia	Series 2012-1 WST Trust	Australia
1925 Advances Pty Limited	Australia	Series 2013-1 WST Trust	Australia
A.G.C. (Pacific) Limited	Papua New Guinea	Series 2013-2 WST Trust	Australia
Advance Asset Management Limited	Australia	Series 2014-1 WST Trust	Australia
Altitude Administration Pty Limited	Australia	Series 2014-2 WST Trust	Australia
Altitude Rewards Pty Limited	Australia	Series 2015-1 WST Trust	Australia
Aotearoa Financial Services Limited	New Zealand	SIE-Lease (Australia) Pty Limited	Australia
Ascalon Capital Managers (Asia) Limited	Hong Kong	SIE-Lease (New Zealand) Pty Limited	New Zealand
Ascalon Capital Managers Limited	Australia	Sixty Martin Place (Holdings) Pty Limited	Australia
Ascalon Funds Seed Pool Trust	Australia	St.George Business Finance Pty Limited	Australia
Asgard Capital Management Limited	Australia	St.George Custodial Pty Limited	Australia
Asgard Wealth Solutions Limited	Australia	St.George Equity Finance Limited	Australia
Australian Loan Processing Security Company Pty
Ltd	Australia	St.George Finance Holdings Limited	Australia
Australian Loan Processing Security Trust	Australia	St.George Finance Limited	Australia
Belliston Pty Limited	Australia	St.George Life Limited	Australia
Bill Acceptance Corporation Pty Limited	Australia	St.George Motor Finance Limited	Australia
BT (Queensland) Pty Limited	Australia	St.George Security Holdings Pty Limited	Australia
BT Australia Pty Limited	Australia	Sydney Capital Corp Inc.	USA
BT Financial Group (NZ) Limited	New Zealand	Tavarua Funding Trust IV	USA
BT Financial Group Pty Limited	Australia	The Home Mortgage Company Limited	New Zealand
BT Funds Management (NZ) Limited	New Zealand	The Mortgage Company Pty Limited	Australia
BT Funds Management Limited	Australia	Value Nominees Pty Limited	Australia
BT Funds Management No.2 Limited	Australia	W2 Investments Pty Limited	Australia
BT Long Term Income Fund	Australia	Waratah Receivables Corp Pty Limited	Australia
BT Portfolio Services Limited	Australia	Waratah Securities Australia Limited	Australia
BT Private Nominees Pty Limited	Australia	Westpac (NZ) Investments Limited	New Zealand
BT Securities Limited	Australia	Westpac Administration Pty Limited	Australia
BT Short Term Income Fund	Australia	Westpac Administration 2 Limited	Australia
Canning Park Capital Pte. Ltd	Australia	Westpac Administration 3 Limited	Australia
Capital Corporate Finance Limited	Australia	Westpac Administration 4 Limited	Australia
Capital Finance (NZ) Limited	Australia	Westpac Altitude Rewards Trust	Australia
Capital Finance Australia Limited	Australia	Westpac Americas Inc.	USA
Capital Finance New Zealand Limited	Australia	Westpac Asian Lending Pty Limited	Australia
			Papua New
Capital Fleetlease Limited	Australia	Westpac Bank-PNG-Limited	Guinea
Capital Motor Finance Limited	Australia	Westpac Capital Holdings Inc.	USA
Capital Rent Group Limited	New Zealand	Westpac Capital Markets Holding Corp.	USA
Castlereagh Trust	Australia	Westpac Capital Markets LLC	USA
CBA Limited	Australia	Westpac Capital Trust IV	USA
Challenge Limited	Australia	Westpac Capital-NZ-Limited	New Zealand

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Crusade ABS Series 2012 - 1 Trust	Australia	Westpac Cash PIE Fund	Australia
Crusade ABS Series 2013 - 1 Trust	Australia	Westpac Cook Cove Trust I	Australia
Crusade ABS Series 2015 - 1 Trust	Australia	Westpac Cook Cove Trust II	Australia
Crusade CP Management Pty Limited	Australia	Westpac Covered Bond Trust	Australia
Crusade CP No.1 Pty Limited	Australia	Westpac Custodian Nominees Pty Limited	Australia
Crusade CP Trust No. 53	Australia	Westpac Debt Securities Pty Limited	Australia
Crusade CP Trust No. 56	Australia	Westpac Delta LLC	USA
Crusade CP Trust No. 57	Australia	Westpac Direct Equity Investments Pty Limited	Australia
Crusade CP Trust No. 58	Australia	Westpac Equipment Finance Limited	Australia
Crusade Euro Trust 1E of 2006	Australia	Westpac Equity Holdings Pty Limited	Australia
Crusade Euro Trust 1E of 2007	Australia	Westpac Equity Investments NZ Limited	New Zealand
Crusade Global Trust 1 of 2007	Australia	Westpac Equity Pty Limited	Australia
Crusade Global Trust 2 of 2006	Australia	Westpac Europe Limited	UK
Crusade Management Limited	Australia	Westpac Finance (HK) Limited	Hong Kong
Crusade 2P Trust of 2008	Australia	Westpac Financial Consultants Limited	Australia
Danaby Pty Limited	Australia	Westpac Financial Holdings Pty Limited	Australia
Data Republic Pty Limited	Australia	Westpac Financial Services Group Limited	Australia
eQR Securities Pty. Limited	Australia	Westpac Financial Services Group-NZ-Limited	New Zealand
Europe Infrastructure Debt LP	UK	Westpac Financial Services Limited	Australia
General Credits Pty Limited	Australia	Westpac Funding Holdings Pty Limited	Australia
Halcyon Securities Pty Limited	Australia	Westpac Funds Financing Holdco Pty Limited	Australia
Hastings Advisers LLC	USA	Westpac Funds Financing Pty Limited	Australia
Hastings Forestry Investments Limited	New Zealand	Westpac General Insurance Limited	Australia
Hastings Forests Australia Pty Limited	Australia	Westpac General Insurance Services Limited	Australia
Hastings Funds Management (UK) Limited	Singapore	Westpac Global Capital Markets Pty Limited	Australia
Hastings Funds Management (USA) Inc.	UK	Westpac Group Investment-NZ-Limited	New Zealand
Hastings Funds Management Asia Pty. Limited	USA	Westpac Holdings-NZ-Limited	New Zealand
Hastings Funds Management Limited	Australia	Westpac Investment Capital Corporation	USA
Hastings Infrastructure 1 Limited	UK	Westpac Investment Vehicle No.2 Pty Limited	Australia
Hastings Infrastructure 2 Limited	UK	Westpac Investment Vehicle No.3 Pty Limited	Australia
Hastings Investment Capital LP	USA	Westpac Investment Vehicle Pty Limited	Australia
Hastings Investment Management (Europe) Ltd	USA	Westpac Leasing Nominees-Vic.-Pty Limited	Australia
Hastings Investment Management Pty Ltd	UK	Westpac Lenders Mortgage Insurance Limited	Australia
Hastings Investments GP LLC	Australia	Westpac Life Insurance Services Limited	Australia
Hastings Korea Company Limited	Korea	Westpac Life-NZ-Limited	New Zealand
Hastings Management Pty Limited	Australia	Westpac New Zealand Group Limited	New Zealand
Hastings Private Equity Fund IIA Pty Limited	Australia	Westpac New Zealand Limited	New Zealand
Hickory Trust	Australia	Westpac Nominees-NZ-Limited	New Zealand
Hitton Pty Limited	Australia	Westpac Notice Saver PIE Fund	Australia
HLT Custodian Trust	New Zealand	Westpac NZ Covered Bond Holdings Limited	New Zealand
Infrastructure GP LLP	UK	Westpac NZ Covered Bond Limited	New Zealand
Infrastructure GP 2 LLP	UK	Westpac NZ Operations Limited	New Zealand
Infrastructure Research and Advisory Services
Private Limited	India	Westpac NZ Securitisation Holdings Limited	New Zealand
Magnitude Group Pty Limited	Australia	Westpac NZ Securitisation Limited	New Zealand
MIF Custodian Trust	New Zealand	Westpac NZ Securitisation No. 2 Limited	New Zealand
Mortgage Management Pty Limited	Australia	Westpac Overseas Holdings No. 2 Pty Limited	Australia
Net Nominees Limited	Australia	Westpac Overseas Holdings Pty Limited	Australia
Number 120 Limited	New Zealand	Westpac Properties Limited	Australia

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Oniston Pty Limited	Australia	Westpac RE Limited	Australia
Partnership Pacific Pty Limited	Australia	Westpac Securities Administration Limited	Australia
Partnership Pacific Securities Pty Limited	Australia	Westpac Securities Limited	Australia
Pashley Investments Pty Limited	Australia	Westpac Securities NZ Limited	New Zealand
Planwise AU Pty Limited	Australia	Westpac Securitisation Holdings Pty Limited	Australia
Qvalent Pty Limited	Australia	Westpac Securitisation Management Pty Limited	Australia
RAMS Financial Group Pty Limited	Australia	Westpac Singapore Limited	Singapore
Reinventure Fund ILP	Australia	Westpac Structured Products Limited	Australia
RMS Warehouse Trust 2007-1	Australia	Westpac Superannuation Nominees-NZ-Limited	New Zealand
Sallmoor Pty Limited	Australia	Westpac Syndications Management Pty Limited	Australia
Securitor Financial Group Limited	Australia	Westpac Term PIE Fund	New Zealand
Seed Pool Trust No. 2	Australia	Westpac TPS Trust	Australia
Series 2008-1M WST Trust	Australia	Westpac Unit Trust	Australia
Series 2009-1 WST Trust	Australia	Westpac USA Inc.	USA
Series 2011-1 WST Trust	Australia

Note: Westpac retains 31.0% ownership of BT Investment Management Limited who lodges separate notices under ASX code ‘BTT’

BT Investment Management Limited (31.0%)

BT Investment Management (Institutional) Limited (Subsidiary of BT Investment Management Limited)

Australia Australia

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