MONADELPHOUS GROUP LIMITED — Major Shareholding Notification 2021

Nov 7, 2021

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme Monadelphous Group Ltd ACN/ARSN 008 988 547 1. Details of substantial holder (1) Name State Street Corporation and subsidiaries named in Annexures to this form ACN/ARSN (if applicable)

The holder became a substantial holder on 04/11/2021

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	5,203,806	5,203,806	5.47%

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:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Annexure A

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
Annexure A

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:

Holder of relevant interest	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
		Cash	Non-Cash
Annexure B & D

Information Classification: Limited Access

603 page 1/2 15 July 2001

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
Annexure A

7. Addresses

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

Name	Address
Annexure C

Signature

print name Elizabeth Schaefer Capacity: Authorised signatory Digitally signed by Elizabeth Schaefer sign here Date: 2021.11.07 21:51:55 -05'00' date 08/11/2021

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 t ~~hr~~ ou ~~gh~~ out the ~~fo~~ rm 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.

Information Classification: Limited Access

Annexure A

This is Annexure A referred to in Form 603 Notice of initial substantial holder

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Digitally signed by Elizabeth Schaefer Date: 2021.11.07 21:52:08 -05'00'

________ 08 November 2021 Elizabeth Schaefer Authorised Signatory

3. Details of relevant interests

4. Details of present registered holders

6. Associates

Holder of relevant interest	Nature of Relevant Interest	Registered Holder of securities	Person Entitled to be registered as holder	Class and number of Securities	Class and number of Securities	Nature of Association
(Section 3, 4 and 6)	(Section 3)	(Section 4)	(Section 4)	(Section 3 and 4)		(Section 6)
STATE STREET GLOBAL ADVISORS TRUST COMPANY	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	Bank of New York Mellon	NA	Ordinary	8,441	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS TRUST COMPANY	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	Northern Trust Company	NA	Ordinary	11,779	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS TRUST COMPANY	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	State Street Bank and Trust Co	NA	Ordinary	477,947	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS TRUST COMPANY	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	JPMorgan AG	NA	Ordinary	14,133	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS TRUST COMPANY	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	The Bank of New York Mellon	NA	Ordinary	39,924	Subsidiary of State Street Corporation
SSGA FUNDS MANAGEMENT, INC.	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	State Street Bank and Trust Co	NA	Ordinary	56,730	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS EUROPE LIMITED	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	Bank of New York Mellon	NA	Ordinary	7,578	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS EUROPE LIMITED	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	State Street Bank and Trust Co	NA	Ordinary	19,606	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS LIMITED	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	Northern Trust Company	NA	Ordinary	1,314	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS LIMITED	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	JPMorgan AG	NA	Ordinary	8,189	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS LIMITED	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	The Bank of New York Mellon	NA	Ordinary	39,058	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	Northern Trust Company	NA	Ordinary	3,227,121	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	State Street Bank and Trust Co	NA	Ordinary	1,020,910	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	JPMorgan AG	NA	Ordinary	202,899	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	BNP Paribas	NA	Ordinary	4,424	Subsidiary of State Street Corporation
STATE STREET GLOBAL ADVISORS, AUSTRALIA, LIMITED	Power to control the exercise of a right to vote attached to securities and/or the power to dispose of securities as investment manager or trustee	Citibank NA	NA	Ordinary	55,353	Subsidiary of State Street Corporation
STATE STREET BANK AND TRUST COMPANY	Relevant interest under section 608(1) being the holder of securities subject to an obligation to return under a securities lending agreement. State Street Bank and Trust Company has on-lent the securities and retains a relevant interest	Unknown	State Street Bank and Trust Company	Ordinary	8,400	Subsidiary of State Street Corporation

Information Classification: Limited Access

Annexure B

This is Annexure B referred to in Form 603 Notice of initial substantial holder

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Digitally signed by Elizabeth Schaefer Date: 2021.11.07 21:52:23 -05'00'

________ 08 November 2021 Elizabeth Schaefer Authorised Signatory

5. Consideration

Holder of relevant interest	Date of Acquisition	Nature of transaction	Consideration	Class and number of Securities affected	Class and number of Securities affected
STATE STREET GLOBAL ADVISORS,INC.	2021/09/15	In Specie Contribution	n/a	Ordinary	9,620
STATE STREET GLOBAL ADVISORS,INC.	2021/08/31	Purchase	10.62	Ordinary	1,723
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/07/26	In Specie Contribution	n/a	Ordinary	83,819
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/07/28	In Specie Contribution	n/a	Ordinary	43,915
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/07/30	In Specie Contribution	n/a	Ordinary	858
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/08/16	In Specie Contribution	n/a	Ordinary	1,264
STATE STREETGLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/08/25	In Specie Contribution	n/a	Ordinary	790
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/09/08	Purchase	10.39	Ordinary	20,093
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/09/10	Purchase	10.28	Ordinary	14,437
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/09/15	Purchase	9.80	Ordinary	100,000
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/09/17	Purchase	9.68	Ordinary	116,136
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/09/17	In Specie Contribution	n/a	Ordinary	870
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/09/20	Purchase	9.50	Ordinary	96,177
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/09/27	In Specie Contribution	n/a	Ordinary	80
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/10/26	In Specie Contribution	n/a	Ordinary	42,432
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/07/08	In Specie Contribution	n/a	Ordinary	156
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/07/15	In Specie Contribution	n/a	Ordinary	156
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/08/18	In Specie Contribution	n/a	Ordinary	480
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/10/29	In Specie Contribution	n/a	Ordinary	589
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	2021/11/04	In Specie Contribution	n/a	Ordinary	455,519
STATE STREET BANK AND TRUST COMPANY	2021/11/04	Return of securities under a securities loan from STATE STREET AGENCY UST : – Refer Part A of Annexure D	n/a	Ordinary	(8,253)

Information Classification: Limited Access

Annexure C

This is Annexure C referred to in Form 603 Notice of initial substantial holder

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Digitally signed by Elizabeth Schaefer Date: 2021.11.07 21:52:37 -05'00'

_________ 08 November 2021

Elizabeth Schaefer Authorised Signatory

7. Addresses

Name	Address
SSGA FUNDS MANAGEMENT,INC.	Channel Center,1 Iron Street,Boston MA 02210,United States
STATE STREET GLOBAL ADVISORS EUROPE LIMITED	78 Sir John Rogerson’sQuay,Dublin 2,Ireland
STATE STREET GLOBAL ADVISORS LIMITED	20 Churchill Place,London,England,E14 5HJ,United Kingdom
STATE STREET GLOBAL ADVISORS TRUST COMPANY	1 Iron Street,Boston MA 02210,United States
STATE STREET GLOBAL ADVISORS,AUSTRALIA,LIMITED	Level 15,420 George Street,SydneyNSW 2000,Australia
STATE STREET GLOBAL ADVISORS,INC.	1 Iron Street,Boston MA 02210,United States
STATE STREET BANK AND TRUST COMPANY	1 Lincoln Street,Boston MA 02111-2900,United States

Information Classification: Limited Access

This is Annexure D referred to in Form 603 Notice of initial substantial Annexure D holder Digitally signed by Elizabeth Schaefer Date: 2021.11.07 21:52:52 -05'00' _________ 08 November 2021 Elizabeth Schaefer Authorised Signatory State Street Bank and Trust Company will, if requested by the company or responsible entity to whom this form must be given under the Corporations Act 2001 (Cth) or if requested by the Australian Securities and Investment Commission (ASIC), provide a copy of the master securities lending agreement/s and security agreement/s referred to below to the company, responsible entity or ASIC.

Part A: For relevant interests arising out of lending securities - State Street Bank and Trust Company acquires relevant interest as borrower of the securities under securities lending agreement, subject to obligation to return under the agreement. (State Street Bank and Trust Company has on-lent the securities and retains relevant interest as per Part B of this Annexure.)
Type of agre~~eme~~nt	Global Master Securities Lending Agreement/Master Securities Loan Agreement/Securities Loan Agreement
Parties to agreement	(1) State Street Bank and Trust Company (2) The entityreferred to in the relevantpart of Annexure B to this notice
Can the parties exercise voting rights attaching to the securities?	(1) Yes (if the borrower is the registered holder. However the securities are on-lent by the borrower as per Part B of this Annexure) (2) No, not during term of securities loan
If yes, in what circumstances	(1) Only if the borrower is the registered holder. However the securities are on-lent by the borrower as per Part B of this Annexure (2) n/a
Transfer date	The dates on which the securities were delivered to State Street Bank and Trust Company as borrower are set out in Annexure B to this notice
Scheduled return date	No scheduled return date
Does the borrower have the right to return the securities early?	No scheduled return date. Borrower can return securities or equivalent securities at any time subject to giving notice
Ifyes,in what circumstances	Borrower can return securities or equivalent securities at anytime subject togivingnotice
Does the lender have the right to recall the securities early (ie before the scheduled return date)?	No scheduled return date. Lender can require return of securities or equivalent securities at any time subject to giving notice
Ifyes,in what circumstances	Lender can require return of securities or equivalent securities at anytime subject togivingnotice
Are there any circumstances in which the borrower is not required to return securities or equivalent securities on settlement?	No
Ifyes,detail anyexceptions	n/a

Part B: For relevant interests arising out of lending securities - State Street Bank and Trust Company lends the securities under securities lending agreement, and retains relevant interest through the right to recall the securities or equivalent securities.

Part B: For relevant interests arising out of lending securities - State Street Bank and Trust Company lends the securities under securities lending agreement, and retains relevant interest through the right to recall the securities or equivalent securities.	Part B: For relevant interests arising out of lending securities - State Street Bank and Trust Company lends the securities under securities lending agreement, and retains relevant interest through the right to recall the securities or equivalent securities.
Type of agreement	Global Master Securities LendingAgreement/Master Securities Loan Agreement
Parties to agreement	(1) State Street Bank and Trust Company (2) The entityreferred to in the relevantpart of Annexure B to this notice
Can the parties exercise voting rights attaching to the securities?	(1) Yes, but only if the lender recalls the loan and exercises its right to become the registered holder (2) Yes (while registered holder)
If yes, in what circumstances	(1) Only if the lender recalls the loan and exercises its right to become the registered holder (2) Borrower may exercise voting rights (while registered holder)
Transfer date	The dates on which the securities were delivered to the borrower are set out in Annexure B to this notice
Scheduled return date	No scheduled return date
Does the borrower have the right to return the securities early?	No scheduled return date. Borrower can return securities or equivalent securities at any time subject to giving notice
Ifyes,in what circumstances	Borrower can return securities or equivalent securities at anytime subject togivingnotice
Does the lender have the right to recall the securities early (ie before the scheduled return date)?	No scheduled return date. Lender can require return of securities or equivalent securities at any time subject to giving notice
Ifyes,in what circumstances	Lender can require return of securities or equivalent securities at anytime subject togivingnotice
Are there any circumstances in which the borrower is not required to return securities or equivalent securities on settlement?	No
Ifyes,detail anyexceptions	n/a

Part C: For relevant interests arising out of lending securities - State Street Bank and Trust Company acquires a relevant interest in securities through taking a security interest (“pledge”) over the securities as collateral to secure a securities loan. (See Part B of this Annexure for securities loan details.)

Global Master Securities Lending Agreement Type of agreement Security Agreement: the pro forma security agreement governing the pledge is attached to this notice (1) State Street Bank and Trust Company Parties to agreement (2) The entity referred to in the relevant part of Annexure B to this notice (1) Yes, but only if the borrower defaults and pledge is enforced Can the parties exercise voting rights attaching to the securities? (2) Yes

Information Classification: Limited Access

If yes, in what circumstances	(1) Only if the borrower defaults and pledge is enforced (2) In accordance with ordinary rights as registered holder, either directly or through nominee holder
Pledge date	The dates on which the securities werepledged,as indicated in Annexure B to this notice
Scheduled release date	No scheduled release date. Securities are released frompledge on termination of related securities loan
Does the borrower have the right to have the securities released early?	No scheduled release date. Securities are released from pledge on termination of related securities loan or the provision of alternative collateral
If yes, in what circumstances	At any time subject to returning the borrowed securities or equivalent securities or providing alternative collateral
Are there any circumstances in which the lender is not required to release thepledged securities on settlement?	No, assuming the borrower returns the borrowed securities or equivalent securities
If yes, detail any exceptions	n/a (lender must release pledged securities if the borrower returns the borrowed securities or equivalent securities)

Information Classification: Limited Access