GR ENGINEERING SERVICES LIMITED — Major Shareholding Notification 2019

Nov 6, 2019

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|---|---|
|Form 604|
|Corporations Act 2001|
|Section 671B|
|Notice of change of interests of substantial holder|
|To: Company Name/Scheme:|GR ENGINEERING SERVICES LTD|
|ACN/ARSN|121 542 738|
|1. Details of substantial holder|
|Name|First Sentier Investors Holdings Pty Ltd ACN 630 725 558 and its related bodies corporate listed in annexure A|
|There was a change in the interests of the|05/11/2019|
|substantial holder on|
|The previous notice was given to the company on|06/11/2019|
|The previous notice was dated|01/11/2019|

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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 had a relevant interest in when last required, and when now required, to give a substantial holding notice to the company or scheme are as follows:

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Class of securities Previous notice Present notice
Person’s votes Voting power (%) Person’s votes Voting power (%)
Fully Paid ordinary shares 20,594,037 13.41 17,384,697 11.32
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*Note these securities are comprised of 17,217,303.00 in which First Sentier Investors Holdings Pty Ltd and its subsidiaries have voting power and 167,394.00 in which First Sentier Investors Holdings Pty Ltd's ultimate parent entity (Mitsubishi UFJ Financial Group, Inc (MUFG) on and from 2 August 2019), has informed us that it has voting power prior to the date of this notice .

3. Changes in relevant interest

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:

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||||||||
|---|---|---|---|---|---|---|
|Person whose|Class and number|
|Date of change|relevant interest changed|Nature of change|Consideration given in relation to change|of securities affected|Person's votesaffected|
|See annexure B to this notice|
|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|Registered holder|Person entitled to be|Nature of relevant|Class and number|Person's votes|
|interest|of securities|registered as holder|interest|of securities|
|Relevant interest under paragraph|
|608(1)(b) and/or 608(1)(c) of the|
|Corporations Act 2001 (Cth), being a|
|relevant interest arising from having|
|the power to control the exercise of the|
|right to vote attached to securities|
|and/or to control the exercise of the|
|power to dispose of securities in its|
|First Sentier Investors (Australia) IM Ltd ACN 114 194 311|Citicorp Nominees Pty Limited (Australia)|capacity as investment manager (as provided for under its investment mandates). In addition, if any OTC|14,964,538|[Fully paid ]|ordinary shares|14,964,538|
|derivatives, warrants or other|
|securities (other than ordinary shares|
|or ordinary units (as applicable)) are|
|referred to below in this row, the|
|relevant interest in respect of those|
|securities arises under subsection|
|608(8) being an accelerated relevant|
|interest held in the same capacity.|
|MUFG owns 100% of First Sentier|
|Investors Holdings Pty Ltd (indirectly)|
|and has informed First Sentier|
|Investors Holdings Pty Ltd that it has a|
|relevant interest in the shares noted in|
|this column. Accordingly, First Sentier|
|Investors Holdings Pty Ltd has a|
|relevant interest or voting power in|
|Mitsubishi UFJ Financial|Morgan Stanley Australia Securities (nominee) Pty|those shares pursuant to section 608(3) or section 12(2)(a) of the|167,394|[Fully paid ]|167,394|
|Group, Inc. Not Applicable|Limited|Corporations Act (as relevant). MUFG|ordinary shares|
|has not provided any further details of|
|that relevant interest - accordingly no|
|transaction information is recorded in|
|Appendix B or holder information is|
|recorded in Section 4. Reference is|
|made to any subsequent filing of|
|MUFG which will reflect this interest.|

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			Relevant interest under paragraph
			608(1)(b) and/or 608(1)(c) of the
			Corporations Act 2001 (Cth), being a
			relevant interest arising from having
			the power to control the exercise of the
			right to vote attached to securities
			and/or to control the exercise of the
			power to dispose of securities in its
First Sentier Investors Realindex Pty Ltd ACN 133 312 017	Citibank N A Hong Kong		capacity as investment manager (as provided for under its investment mandates). In addition, if any OTC derivatives, warrants or other	1,433,601 Fully paid ordinary shares	1,433,601
			securities (other than ordinary shares
			or ordinary units (as applicable)) are
			referred to below in this row, the
			relevant interest in respect of those
			securities arises under subsection
			608(8) being an accelerated relevant
			interest held in the same capacity.
			Relevant interest under paragraph
			608(1)(b) and/or 608(1)(c) of the
			Corporations Act 2001 (Cth), being a
			relevant interest arising from having
			the power to control the exercise of the
			right to vote attached to securities
			and/or to control the exercise of the
			power to dispose of securities in its
First Sentier Investors Realindex Pty Ltd ACN 133 312 017	JPMorgan (UK)		capacity as investment manager (as provided for under its investment mandates). In addition, if any OTC	476,575 Fully paid ordinary shares	476,575
			derivatives, warrants or other
			securities (other than ordinary shares
			or ordinary units (as applicable)) are
			referred to below in this row, the
			relevant interest in respect of those
			securities arises under subsection
			608(8) being an accelerated relevant
			interest held in the same capacity.
			Relevant interest under paragraph
			608(1)(b) and/or 608(1)(c) of the
			Corporations Act 2001 (Cth), being a
			relevant interest arising from having
			the power to control the exercise of the
			right to vote attached to securities
			and/or to control the exercise of the
			power to dispose of securities in its
First Sentier Investors Realindex Pty Ltd ACN 133 312 017	National Custodian Services		capacity as investment manager (as provided for under its investment mandates). In addition, if any OTC derivatives, warrants or other	342,589 Fully paid ordinary shares	342,589
			securities (other than ordinary shares
			or ordinary units (as applicable)) are
			referred to below in this row, the
			relevant interest in respect of those
			securities arises under subsection
			608(8) being an accelerated relevant
			interest held in the same capacity.

5. Changes in association

The persons who have become associates of, ceased to be associates of, or have changed the nature of their association 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 of persons named in this form are as follows:

Name Address First Sentier Investors (Australia) IM Ltd ACN 114 194 311 Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue, Barangaroo NSW 2000 Mitsubishi UFJ Financial Group, Inc. Not Applicable 2-7-1, Marunouchi, Chiyoda-ku, Tokyo 100-8330, Japan First Sentier Investors Realindex Pty Ltd ACN 133 312 017 Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue, Barangaroo NSW 2000

Signature

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Dated the 07 day of November 2019

Rachel Lim - Company Secretary

Annexure A

This is annexure A referred to in Form 604, Notice of change of interest of substantial holder dated 05/11/2019

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Rachel Lim - Company Secretary Dated the 07/11/2019

SCHEDULE

CFSPAI EUROPE CO LIMITED CFSPAI EUROPE HOLDCO LIMITED COLONIAL FIRST STATE INVESTMENT MANAGERS (UK) LIMITED EDIF II GP S.A.R.L FIRST SENTIER INVESTOR (AUSTRALIA) SERVICES PTY LTD FIRST SENTIER INVESTORS (AUSTRALIA) IM LTD FIRST SENTIER INVESTORS (AUSTRALIA) INFRASTRUCTURE HOLDINGS LTD FIRST SENTIER INVESTORS (AUSTRALIA) INFRASTRUCTURE MANAGERS PTY LTD FIRST SENTIER INVESTORS (AUSTRALIA) IP HOLDINGS PTY LTD FIRST SENTIER INVESTORS (AUSTRALIA) RE LTD FIRST SENTIER INVESTORS ASIA HOLDINGS LTD FIRST SENTIER INVESTORS REALINDEX PTY LTD FIRST STATE EUROPEAN DIVERSIFIED INFRASTRUCTURE S.A.R.L FIRST STATE INFRASTRUCTURE MANAGERS (INTERNATIONAL) LIMITED FIRST STATE INVESTMENT MANAGEMENT (UK) LIMITED FIRST STATE INVESTMENT SERVICES (UK) LIMITED FIRST STATE INVESTMENTS (HONG KONG) LIMITED FIRST STATE INVESTMENTS (IRELAND) LIMITED FIRST STATE INVESTMENTS (JAPAN) LIMITED FIRST STATE INVESTMENTS (SINGAPORE) FIRST STATE INVESTMENTS (UK HOLDINGS) LIMITED FIRST STATE INVESTMENTS (UK) LIMITED FIRST STATE INVESTMENTS (US) LLC FIRST STATE INVESTMENTS FUND MANAGEMENT S.A.R.L FIRST STATE INVESTMENTS HOLDINGS (SINGAPORE) LIMITED FIRST STATE INVESTMENTS INTERNATIONAL LIMITED FIRST STATE NOMINEES (HONG KONG) LIMITED FSIB LTD MITSUBISHI UFJ FINANCIAL GROUP, INC MITSUBISHI UFJ TRUST AND BANKING CORPORATION SI HOLDINGS LIMITED TOTAL KEEN INVESTMENT LIMITED

Annexure B

This is annexure B referred to in Form 604, Notice of change of interest of substantial holder dated 05/11/2019

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Rachel Lim - Company Secretary Dated the 07/11/2019

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Person s
Person whose relevant interest Consideration given in Class and number of votes
Date of change changed Nature of change relation to change securities affected affected
First Sentier Investors (Australia)
Tuesday, 05 November 2019 IM Ltd ACN 114 194 311 Sale 2,472,934.31 3,211,603 Ordinary shares 3,211,603
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