MONADELPHOUS GROUP LIMITED — Major Shareholding Notification 2021

Dec 7, 2021

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name ~~/Scheme~~ Monadelphous Group Ltd

ACN ~~/ARSN/ABN~~

008 988 547

1. Details of substantial holder (1)

Name Allan Gray Australia Pty Ltd ( Allan Gray Australia ) and its related bodies corporate as set out in Table 1 of Annexure A (together the Group ), as investment manager for the funds or investment mandates listed at Table 2 of Annexure A ACN ~~/ARSN (~~ if applicable) 112 316 168 (ACN of Allan Gray Australia)

There was a change in the interests of the substantial holder on 6 December 2021 The previous notice was given to the company on 16 November 2021 The previous notice was dated 16 November 2021

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 to the company or scheme, are as follows:

Class of securities (4) Ordinary shares	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
	4,833,880	5.08%	6,082,601	6.39%

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
See Annexure A, Tables 2 and 3

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
See Annexure A,Tables 2 and 4

5. Changes in association

The persons who have become associates (2) of, 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
See Annexure A,Tables 1 and 2

6. Addresses

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

The addresses of persons named in this form are as follows:
Name	Address
The Group	C/- Allan GrayAustralia,Level 2 Challis House,4 Martin Place Sydney ,NSW 2000

Signature

print name sign here	Elizabeth Lee Company Secretary
	Date: 8 December 2021

DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg 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 or 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 (eg if the relevant interest arises because of an option) write “unknown”.

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

Monadelphous Group

THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 604

Print name	Elizabeth Lee	Company Secretary
Sign here		Date:8 December 2021

Table 1 – Related bodies corporate

The following entities are associates of Allan Gray Australia Pty Ltd (AGA) and each other by virtue of being related bodies corporate. Orbis Allan Gray Limited Orbis Mansfield Street Properties Ltd

Orbis Mansfield Street Properties Ltd Orbis Investment Management (BVI) Limited (OIMLBVI) Orbis Investment Advisory Pty Limited Allan Gray (Holdings) Pty Ltd Orbis Investment Management (Hong Kong) Limited Orbis Client Services (Canada) Limited Orbis Holdings (UK) Limited Orbis Investment Management (Europe) LLP Orbis Investment Management (Luxembourg) S.A EmCap Limited (Guernsey) (EMCAP)

Orbis Holdings Limited

Orbis Investment Management Limited (OIML) Orbis Asset Management Limited (OAML) Orbis Administration Limited Orbis Investment Research Limited Orbis Investment Management (MIS) Limited Triple Blue Holdings Limited Pictet Overseas Trust Corporation and Pictet Trustee Company SA Allan & Gill Gray Foundation (Guernsey)

Table 2 - Funds

Table 2 - Funds	Table 2 - Funds	Table 2 - Funds
An entity within the Group acts as investment manager for some or all of the assets in the following funds.
No	Fund name	Registered holder / Persons entitled to be registered holder
1.	Allan GrayAustralia EquityFund	Citibank N.A., SydneyBranch
2.	Allan Gray Australia Balanced Fund	Citibank N.A., Sydney Branch
3.	Allan GrayAustralia Stable Fund	Citibank N.A., SydneyBranch
4.	AMP Capital Specialist Australian Share Fund	BNP Paribas Fund Services Australasia Pty Ltd
5.	Morningstar Australian Shares High Alpha Fund	JP Morgan Chase Bank
6.	Construction and Building Unions Superannuation Fund	JP Morgan Chase Bank
7.	HESTA Superannuation Fund	JP Morgan Chase Bank
8.	Hostplus Pooled Superannuation Trust	Citibank N.A., SydneyBranch
9.	Russell Australian Opportunities Fund	State Street Australia Ltd
10.	MyLifeMyMoneySuperannuation Fund	National Custodian Services
11.	Non-Government Schools Superannuation Fund	State Street Australia Ltd
12.	REST Superannuation Fund	State Street Australia Ltd
13.	Government Employees Superannuation Board	Northern Trust Corporation
14.	Statewide Superannuation Trust	National Custodian Services
15.	Orbis Global EquityFund(Australia Registered)	Citibank N.A., SydneyBranch
16.	Orbis EmergingMarkets EquityFund(Australia Registered)	Citibank N.A., SydneyBranch
17.	Orbis Global EquityLE Fund(Australia Registered)	Citibank N.A., SydneyBranch
18.	Orbis Global Balanced Fund(Australia Registered)	Citibank N.A., SydneyBranch
19.	Orbis Global Equity Fund Limited	Citibank N.A., Sydney Branch
20.	Orbis Optimal SA Fund Limited	Citibank N.A., SydneyBranch
21.	Institutional Global EquityFund	Citibank N.A., SydneyBranch
22.	Orbis Optimal LP	Citibank N.A., SydneyBranch
23.	Orbis International EquityLP	Citibank N.A., SydneyBranch
24.	Orbis Institutional Global EquityLP	Citibank N.A., SydneyBranch
25.	Orbis Institutional International EquityLP	Citibank N.A., SydneyBranch
26.	Orbis Institutional U.S. EquityLP	Citibank N.A., SydneyBranch
27.	Orbis Institutional EmergingMarkets EquityLP	Citibank N.A., SydneyBranch
28.	Orbis SICAV – Global Equity Fund	Citibank N.A., Sydney Branch
29.	Orbis SICAV – EmergingMarkets Fund	Citibank N.A., SydneyBranch
30.	Orbis SICAV – Global Balanced Fund	Citibank N.A., SydneyBranch
31.	Orbis SICAV – International Equity	Citibank N.A., SydneyBranch
32.	Orbis OEIC Global EquityFund	Citibank N.A., SydneyBranch
33.	Orbis Institutional Global Equity (OFO)	Citibank N.A., SydneyBranch

No	Fund name	Registered holder / Persons entitled to be registered holder
34.	OEIC Global Balanced Fund	Citibank N.A., SydneyBranch
35.	OEIC Global Cautious Fund	Citibank N.A., SydneyBranch
36.	Orbis SICAV Global Cautious Fund	Citibank N.A., SydneyBranch

Table 3 – Change in relevant interest

Ordinary shares
Date of change	Person whose relevant interest changed	Nature of change	Number of securities	Consideration	Currency
15 Nov 2021 to 06 Dec 2021	AGA and its associates listed in Table 1	Buys	1,248,721	11,509,816	AUD

All trades occur on market, under a dividend reinvestment plan, or pursuant to a capital raising (as applicable).

Table 4 – Present relevant interest

Ordinary shares

Holder of relevant interest	Registered holder of securities/ Person entitled to be registered as holder	Number of securities held
AGA and its associates listed in Table 1	Citibank N.A., Sydney Branch	2,313,549
AGA and its associates listed in Table 1	State Street Australia Ltd	1,331,529
AGA and its associates listed in Table 1	BNP Paribas Fund Services Australasia Pty Ltd	152,800
AGA and its associates listed in Table 1	JP Morgan Chase Bank	1,262,514
AGA and its associates listed in Table 1	National Custodian Services	682,139
AGA and its associates listed in Table 1	Northern Trust Corporation	340,070
Total		6,082,601

An entity within the Group acts as investment manager for the funds set out in Table 2 and the above registered holders hold all or some of the assets within those funds.