MONADELPHOUS GROUP LIMITED — Major Shareholding Notification 2021

Nov 15, 2021

Form 603

Corporations Act 2001 Section 671B

Notice of initial 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) The holder became a substantial holder on 12 November 2021

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary shares	4,833,880	4,833,880	5.08%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

r are as follows:
Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
See Annexure A,Tables 2 and 3

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Class and number of securities
See Annexure A,Tables 2 and 3

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

ntial holder is as follows:
Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-Cash
See Annexure A, Table 4

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
See Annexure A, Tables 1 and 2

7. Addresses

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

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

Signature

Print name Elizabeth Lee Capacity: Company Secretary Sign here Date: 16 November 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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in. (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100. (7) Include details of:

(a) any relevant agreement or other circumstances by which the relevant interest was acquired. 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.

• (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) 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.

Monadelphous Group THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 603

Print name	Elizabeth Lee	Company Secretary
Sign here		Date:16 November 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 Holdings Limited Orbis Investment Management (BVI) Limited (OIMLBVI) Orbis Investment Management Limited (OIML) Orbis Investment Advisory Pty Limited Orbis Asset Management Limited (OAML) Allan Gray (Holdings) Pty Ltd Orbis Administration Limited Orbis Investment Management (Hong Kong) Limited Orbis Investment Research Limited Orbis Client Services (Canada) Limited Orbis Investment Management (MIS) Limited Orbis Holdings (UK) Limited Triple Blue Holdings Limited Orbis Investment Management (Europe) LLP Pictet Overseas Trust Corporation and Pictet Trustee Company SA Orbis Investment Management (Luxembourg) S.A Allan & Gill Gray Foundation (Guernsey) EmCap Limited (Guernsey) (EMCAP)

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
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 – 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	1,838,466
AGA and its associates listed in Table 1	State Street Australia Ltd	997,272
AGA and its associates listed in Table 1	BNP Paribas Fund Services Australasia Pty Ltd	124,930
AGA and its associates listed in Table 1	JP Morgan Chase Bank	1,036,917
AGA and its associates listed in Table 1	National Custodian Services	557,963
AGA and its associates listed in Table 1	Northern Trust Corporation	278,332
Total		4,833,880

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.

Table 4 – Purchases over the last four months

Ordinary shares

Date of change	Person whose relevant interest changed	Nature of change	Number of securities	Consideration	Currency
12 July 2021 to 12 November 2021	AGA and its associates listed in Table 1	Buys	4,833,880	48,082,183	AUD

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