BAPCOR LIMITED — Major Shareholding Notification 2018

Oct 16, 2018

Pendal Group Limited

Level 14, The Chifley Tower 2 Chifley Square Sydney NSW 2000 Australia

ABN 28 126 385 822

Company Announcements Platform Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000

17 October 2018

Dear Sir/Madam,

Re: Notice of Ceasing to be a Substantial Holder

In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a Notice of Ceasing to be a Substantial Holder (Form 605) in respect of Bapcor Limited (BAP).

Yours faithfully,

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Joanne Hawkins Company Secretary

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Form 605

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

To Company Name/Scheme BAPCOR LIMITED (BAP) ACN/ARSN ACN 153 199 912

1. Details of substantial holder(1)

Name PENDAL GROUP LIMITED (PDL)

ACN/ARSN (if applicable) ACN 126 385 822

The holder ceased to be a substantial holder on 15/10/2018 The previous notice was given to the company on 04/09/2018 The previous notice was dated 31/08/2018

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
15/10/2018	Pendal Group Limited & its Associates, Pendal Fund Services Limited, Pendal Institutional 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
Pendal Group Limited		Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
Pendal Fund Services Limited		Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
Pendal Institutional Services Limited		Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW 2000
BAPCOR LIMITED (BAP)		The Company Secretary, BAPCOR LIMITED (BAP) 61 Gower Street PRESTON VIC 3072 Tel: 61 3 9914 5555
Signature Print name Sign here
	Date 17/10/2018

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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 Pendal Group Limited ACN 126 385 822 and its associated entities Joanne Hawkins– Company Secretary, Pendal Group Limited 17/10/2018 Sales & Purchases for the period : 01/09/2018 to 15/10/2018 SECURITY: BAP
	Pendal Fund Services Limited
	Date Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected 3/09/2018 HSBC Custody Nominees (Australia) Limited. Sell -194,409 -1,471,676.13 Ordinary 194,409 15/10/2018 HSBC Custody Nominees (Australia) Limited. Sell -87,920 -623,352.80 Ordinary 87,920 15/10/2018 HSBC Custody Nominees (Australia) Limited. Sell -54,382 -385,024.56 Ordinary 54,382 15/10/2018 HSBC Custody Nominees (Australia) Limited. Sell -28,161 -199,661.49 Ordinary 28,161 Total -364,872 -2,679,714.98 Pendal Fund Services Limited -364,872 -2,679,714.98
	Pendal Institutional Limited
	{00017184.docx} Page 4 of 5 Date Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected 3/09/2018 Australia and New Zealand Banking Group Sell -2,560 -19,379.20 Ordinary 2,560 3/09/2018 Australia and New Zealand Banking Group Sell -4,291 -32,482.87 Ordinary 4,291 11/09/2018 Australia and New Zealand Banking Group Buy 13,018 96,463.38 Ordinary 13,018 15/10/2018 Australia and New Zealand Banking Group Sell -2,298 -16,292.82 Ordinary 2,298 15/10/2018 Australia and New Zealand Banking Group Sell -665 -4,714.85 Ordinary 665 15/10/2018 Australia and New Zealand Banking Group Sell -3,995 -28,284.60 Ordinary 3,995 15/10/2018 Australia and New Zealand Banking Group Sell -1,682 -11,908.56 Ordinary 1,682 15/10/2018 Australia and New Zealand Banking Group Sell -2,785 -19,745.65 Ordinary 2,785 15/10/2018 Australia and New Zealand Banking Group Sell -3,470 -24,602.30 Ordinary 3,470 15/10/2018 Australia and New Zealand Banking Group Sell -399 -2,828.91 Ordinary 399 15/10/2018 Australia and New Zealand Banking Group Sell -2,500 -17,725.00 Ordinary 2,500 Total -11,627 -81,501.38 Date Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected 3/09/2018 HSBC Custody Nominees (Australia) Limited Sell -29,365 -222,293.05 Ordinary 29,365 15/10/2018 HSBC Custody Nominees (Australia) Limited Sell -2,390 -16,921.20 Ordinary 2,390 15/10/2018 HSBC Custody Nominees (Australia) Limited Sell -19,321 -136,985.89 Ordinary 19,321 15/10/2018 HSBC Custody Nominees (Australia) Limited Sell -6,661 -47,159.88 Ordinary 6,661 Total -57,737 -423,360.02

Date 3/09/2018 15/10/2018 15/10/2018 3/09/2018 15/10/2018 15/10/2018

Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected State Street Australia Limited Sell -75,046 -568,098.22 Ordinary 75,046 State Street Australia Limited Sell -17,194 -121,733.52 Ordinary 17,194 State Street Australia Limited Sell -36,703 -260,224.27 Ordinary 36,703 State Street Australia Limited Sell -37,329 -282,580.53 Ordinary 37,329 State Street Australia Limited Sell -18,278 -129,591.02 Ordinary 18,278 State Street Australia Limited Sell -8,563 -60,626.04 Ordinary 8,563 Total -193,113 -1,422,853.60 Pendal Institutional Limited -262,477 -1,927,715.00

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