ELDERS LIMITED — Major Shareholding Notification 2019

Nov 14, 2019

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

15 November 2019

Dear Sir/Madam

Re: Notice of Change of Interests of Substantial Holder

In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a Notice of Change of Interests of Substantial Holder (Form 604) in respect of Elders Limited ( ELD ).

Yours faithfully

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Joanne Hawkins Group Company Secretary

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{00015748.docx}

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme ELDERS LIMITED (ELD) ACN/ARSN ACN 004 336 636

1. Details of substantial holder(1)

Name PENDAL GROUP LIMITED (PDL) ACN/ARSN (if applicable) ACN 126 385 822

There was a change in the interests of the substantial holder on 13/11/2019 The previous notice was given to the company on 26/07/2019 The previous notice was dated 26/07/2019

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice in the company or scheme, are as follows:

Class of securities (4)	Previous Notice	Previous Notice	Present Notice	Present Notice
	Person’s votes	VotingPower(5)	Person’s votes	VotingPower(5)
ORDINARY SHARES	8,241,158	6.11%	7,861,611	5.06%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate 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 (6)	Consideration given in relation to change(7)	Class and number of securities affected	Person’s votes affected
13/11/2019	PDL & its Associates, Pendal Fund Services Limited, Pendal Institutional Limited	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'

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4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder(8)	Nature of relevant interest (6)	Class and Number of securities	Person’s votes
Pendal Fund Services Limited *	HSBC Custody Nominees (Australia) Limited.	HSBC Custody Nominees (Australia) Limited.	Pendal Fund Services Limited is the trustee or responsible entity of various managed investment schemes and, in that capacity, can exercise the power to vote or dispose of the shares.	4,525,592 Ordinary	4,525,592
Pendal Institutional Limited	Australia and New Zealand Banking Group Limited HSBC Custody Nominees (Australia) Limited. State Street Australia Limited	Australia and New Zealand Banking Group Limited HSBC Custody Nominees (Australia) Limited. State Street Australia Limited	Pendal Institutional Limited is the investment manager appointed by various superannuation funds, institutional investors and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares..	3,336,019 Ordinary	3,336,019

• Pendal Fund Services Limited has appointed Pendal Institutional Limited to act as the investment manager of the trusts of which it is responsible entity, giving Pendal Institutional Limited the capacity to exercise the power to vote or dispose of the shares. Pendal Institutional Limited therefore also has a relevant interest in shares in which Pendal Fund Services Limited has a relevant interest.

5. Changes in association

The persons who have become associates (2) of, or ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN(if applicable)	Nature of association
6. Addresses The addresses ofpersons named in this form are as follows:
Name	Address
Pendal Group Limited (PDL)	Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW2000
Pendal Fund Services Limited	Level 14, Chifley Tower, 2 Chifley Square, Sydney NSW2000
Pendal Institutional Limited	Level 14, Chifley Tower, 2 Chifley Square SYDNEYNSW2000
ELDERS LIMITED	The Company Secretary ELDERS LIMITED (ELD) Level 10, 80 Grenfell Street Adelaide SA5000

Signature

Print name Joanne Hawkins Capacity Company Secretary

Sign here Date 15/11/2019

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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 6 of the form.

• (2) See the definition of “associate” in section 9 of the Corporations Act 2001. (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations Act 2001. (4) The voting shares of a company constitute one class unless divided into separate classes. (5) The person’s votes divided by the total votes in the body corporate scheme multiplied by 100. (6) 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 to 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.

• (7) 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.

• (8) If the substantial holder is unable to determine the identity of the person (e.g. if the relevant interest arises because of an option) write “unknown”.

• (9) Give details, if appropriate, of the present association and any changes in that association since the last substantial holding notice.

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ANNEXURE A

This is annexure ‘A’ referred to in Form 604, Notice of change of interests of substantial holder, lodged for Pendal Group Limited ACN 126 385 822

Joanne Hawkins – Company Secretary, Pendal Group Limited – 15/11/2019

TRANSACTION HISTORY

Sales & Purchases for the period : 25/07/2019 to 13/11/2019

SECURITY: ELD

Pendal Fund Services Limited	Pendal Fund Services Limited
Date 21/08/2019	Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected HSBC Custody Nominees (Australia) Limited. Buy 4,057 27,831.02 Ordinary 4,057 Total 4,057 27,831.02 Pendal Fund Services Limited 4,057 27,831.02
Pendal Institutional Limited
Date Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected 21/08/2019 Australia and New Zealand Banking Group Limited Sell -5,262 -36,097.32 Ordinary 5,262 21/08/2019 Australia and New Zealand Banking Group Limited Sell -1,849 -12,684.14 Ordinary 1,849 2/10/2019 Australia and New Zealand Banking Group Limited Sell -6,204 -39,457.44 Ordinary 6,204 7/11/2019 Australia and New Zealand Banking Group Limited Buy 5,736 35,161.68 Ordinary 5,736 Total -7,579 -53,077.22 Date Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected 21/08/2019 HSBC Custody Nominees (Australia) Limited. Buy 115 788.90 Ordinary 115 27/08/2019 HSBC Custody Nominees (Australia) Limited. Sell -10,412 -70,072.76 Ordinary 10,412 27/08/2019 HSBC Custody Nominees (Australia) Limited. Sell -3,137 -21,112.01 Ordinary 3,137 Total -13,434 -90,395.87 Date Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected 21/08/2019 State Street Australia Limited Buy 1,963 13,466.18 Ordinary 1,963 21/08/2019 State Street Australia Limited Buy 976 6,695.36 Ordinary 976 18/10/2019 State Street Australia Limited Sell -29,589 -180,492.90 Ordinary 29,589 18/10/2019 State Street Australia Limited Sell -41,415 -252,631.50 Ordinary 41,415 18/10/2019 State Street Australia Limited Sell -29,589 -180,492.90 Ordinary 29,589 18/10/2019 State Street Australia Limited Sell -108,981 -664,784.10 Ordinary 108,981 18/10/2019 State Street Australia Limited Sell 49,372 301,169.20 Ordinary 49,372 18/10/2019 State Street Australia Limited Sell 108,981 664,784.10 Ordinary 108,981 18/10/2019 State Street Australia Limited Sell -41,415 -252,631.50 Ordinary 41,415 18/10/2019 State Street Australia Limited Sell -986 -6,014.60 Ordinary 986

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18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019 18/10/2019

State Street Australia Limited Sell -1,379 -8,411.90 Ordinary 1,379 State Street Australia Limited Sell 1,379 8,411.90 Ordinary 1,379 State Street Australia Limited Sell 8,152 49,727.20 Ordinary 8,152 State Street Australia Limited Sell -1,376 -8,393.60 Ordinary 1,376 State Street Australia Limited Sell -8,152 -49,727.20 Ordinary 8,152 State Street Australia Limited Sell -8,152 -49,727.20 Ordinary 8,152 State Street Australia Limited Sell -49,372 -301,169.20 Ordinary 49,372 State Street Australia Limited Sell -108,981 -664,784.10 Ordinary 108,981 State Street Australia Limited Sell 986 6,014.60 Ordinary 986 State Street Australia Limited Sell -49,372 -301,169.20 Ordinary 49,372 State Street Australia Limited Sell -1,379 -8,411.90 Ordinary 1,379 State Street Australia Limited Sell 41,415 252,631.50 Ordinary 41,415 State Street Australia Limited Sell -986 -6,014.60 Ordinary 986 State Street Australia Limited Sell 29,589 180,492.90 Ordinary 29,589 State Street Australia Limited Sell -1,376 -8,393.60 Ordinary 1,376 State Street Australia Limited Sell 1,376 8,393.60 Ordinary 1,376 State Street Australia Limited Sell 1,217 7,423.70 Ordinary 1,217 State Street Australia Limited Sell -14,718 -89,779.80 Ordinary 14,718 State Street Australia Limited Sell -24,560 -149,816.00 Ordinary 24,560 State Street Australia Limited Sell 23,077 140,769.70 Ordinary 23,077 State Street Australia Limited Sell -684 -4,172.40 Ordinary 684 State Street Australia Limited Sell 4,055 24,735.50 Ordinary 4,055 State Street Australia Limited Sell 490 2,989.00 Ordinary 490 State Street Australia Limited Sell -54,213 -330,699.30 Ordinary 54,213 State Street Australia Limited Sell 684 4,172.40 Ordinary 684 State Street Australia Limited Sell 54,213 330,699.30 Ordinary 54,213 State Street Australia Limited Sell -23,077 -140,769.70 Ordinary 23,077 State Street Australia Limited Sell -14,718 -89,779.80 Ordinary 14,718 State Street Australia Limited Sell -54,213 -330,699.30 Ordinary 54,213 State Street Australia Limited Sell 579 3,531.90 Ordinary 579 State Street Australia Limited Sell -4,055 -24,735.50 Ordinary 4,055 State Street Australia Limited Sell -579 -3,531.90 Ordinary 579 State Street Australia Limited Sell -687 -4,190.70 Ordinary 687 State Street Australia Limited Sell -1,217 -7,423.70 Ordinary 1,217 State Street Australia Limited Sell -579 -3,531.90 Ordinary 579 State Street Australia Limited Sell 687 4,190.70 Ordinary 687 State Street Australia Limited Sell -490 -2,989.00 Ordinary 490 State Street Australia Limited Sell -684 -4,172.40 Ordinary 684 State Street Australia Limited Sell 14,718 89,779.80 Ordinary 14,718 State Street Australia Limited Sell -23,077 -140,769.70 Ordinary 23,077 State Street Australia Limited Sell -490 -2,989.00 Ordinary 490 State Street Australia Limited Sell -1,217 -7,423.70 Ordinary 1,217 State Street Australia Limited Sell -4,055 -24,735.50 Ordinary 4,055 State Street Australia Limited Sell 24,560 149,816.00 Ordinary 24,560 State Street Australia Limited Sell -687 -4,190.70 Ordinary 687 State Street Australia Limited Sell -24,560 -149,816.00 Ordinary 24,560 Total -362,591 -2,209,571.46 Pendal Institutional Limited -383,604 -2,353,044.55

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