GR ENGINEERING SERVICES LIMITED — Major Shareholding Notification 2019

Nov 4, 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|01/11/2019|
|substantial holder on|
|The previous notice was given to the company on|08/08/2019|
|The previous notice was dated|02/08/2019|

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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 17,319,000 11.28 20,596,300 13.41
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*Note these securities are comprised of 20,428,906 in which First Sentier Investors Holdings Pty Ltd and its subsidiaries have voting power and 165,131 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|capacity as investment manager (as|
|(Australia) IM Ltd ACN 114|Citibank N A Hong Kong|provided for under its investment|3,211,603|[Fully paid ]|3,211,603|
|194 311|mandates). In addition, if any OTC|ordinary shares|
|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 (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.|

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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 capacity as investment manager, as
Realindex Pty Ltd ACN 133 Citibank N A Hong Kong provided for under its investment 1,433,601 [Fully paid ] 1,433,601
312 017 mandates. In addition, if any OTC ordinary shares
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
capacity as investment manager, as
First Sentier Investors Realindex Pty Ltd ACN 133 312 017 JPMorgan (UK) provided for under its investment mandates. In addition, if any OTC derivatives, warrants or other securities 476,575 [Fully paid ] ordinary shares 476,575
(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 securities 342,589 [Fully paid ] ordinary shares 342,589
(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.
MUFJ owns 100% of Carol (indirectly)
and has informed Carol that it has a
relevant interest in the shares noted in
this column. Accordingly, Carol has a
relevant interest or voting power in
those shares pursuant to section 608(3)
or section 12(2)(a) of the Corporations
Mitsubishi UFJ Financial Group, Inc. Not Applicable HSBC Custody Nominees (Asutralia) Limited Act (as relevant). MUFJ has not provided any further details of that 128,924 [Fully paid ] ordinary shares 128,924
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 MUFJ
which will reflect this interest.
MUFJ owns 100% of Carol (indirectly)
and has informed Carol that it has a
relevant interest in the shares noted in
this column. Accordingly, Carol has a
relevant interest or voting power in
those shares pursuant to section 608(3)
or section 12(2)(a) of the Corporations
Mitsubishi UFJ Financial Group, Inc. Not Applicable Morgan Stanley Australia Securities (Nominee) Pty Limited Act (as relevant). MUFJ has not provided any further details of that relevant interest - accordingly no 36,207 [Fully paid ] ordinary shares 36,207
transaction information is recorded in
Appendix B or holder information is
recorded in Section 4. Reference is
made to any subsequent filing of MUFJ
which will reflect this interest.
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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 First Sentier Investors Realindex Pty Ltd ACN 133 312 017 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

Signature

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Dated the 05 day of November 2019
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Rachel Lim - Company Secretary