MONADELPHOUS GROUP LIMITED — Major Shareholding Notification 2021

Feb 17, 2021

Pendal Group Limited

Level 14, The Chifley Tower 2 Chifley Square Sydney NSW 2000 Australia ABN 28 126 385 822

Company Announcements Platform Australian Securities Exchange Limited 20 Bridge Street SYDNEY NSW 2000

18 February 2021

Dear Sir/Madam

Re: Notice of Change of Interests of Substantial Holder

In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a Notice of Change of Interests of Substantial Holder (Form 604) in respect of Monadelphous Group Limited (MND).

Yours faithfully

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Joanne Hawkins Group Company Secretary

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Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme MONADELPHOUS GROUP LIMITED (MND) ACN/ARSN ACN 008 988 547 1. Details of substantial holder(1) Name PENDAL GROUP LIMITED (PDL) ACN/ARSN (if applicable) ACN 126 385 822

There was a change in the interests of the substantial holder on 16/02/2021 The previous notice was given to the company on 12/02/2021 The previous notice was dated 10/02/2021

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 in the company or scheme, are as follows:

Class of securities (4)	Previous Notice	Previous Notice	Present Notice	Present Notice
	Person’s votes	VotingPower(5)	Person’s votes	VotingPower(5)
ORDINARY SHARES	8,841,096	9.34%	7,718,715	8.15%

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
16/02/2021	PDL & its Associates, Pendal Fund Services Limited, Pendal Institutional Limited	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'	See Annexure 'A'

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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
Pendal Fund Services Limited *	HSBC Custody Nominees (Australia) Limited.	HSBC Custody Nominees (Australia) Limited.	Pendal Fund Services Limited is the trustee or responsible entity of various managed investment schemes and, in that capacity, can exercise the power to vote or dispose of the shares.	3,740,131 Ordinary	3,740,131
Pendal Institutional Limited	Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited. J.P. Morgan Nominees Australia Pty Limited National Nominees Limited Northern Trust Company Limited	Citicorp Nominees Pty Limited HSBC Custody Nominees (Australia) Limited. J.P. Morgan Nominees Australia Pty Limited National Nominees Limited Northern Trust Company Limited	Pendal Institutional Limited is the investment manager appointed by various superannuation funds, institutional investors and unit trusts and, in that capacity, can exercise the power to vote or dispose of the shares.	3,978,584 Ordinary	3,978,584

• Pendal Fund Services Limited has appointed Pendal Institutional Limited to act as the investment manager of the trusts of which it is responsible entity, giving Pendal Institutional Limited the capacity to exercise the power to vote or dispose of the shares. Pendal Institutional Limited therefore also has a relevant interest in shares in which Pendal Fund Services Limited has a relevant interest.

5. Changes in association

The persons who have become associates (2) of, or 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

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6. Addresses
The addresses of persons named in this form are as follows:
Name Address
Pendal Group Limited (PDL) Level 14, Chifley Tower, 2 Chifley Square,
Sydney NSW 2000
Pendal Fund Services Limited Level 14, Chifley Tower, 2 Chifley Square,
Sydney NSW 2000
Pendal Institutional Limited Level 14, Chifley Tower, 2 Chifley Square
SYDNEY NSW 2000
MONADELPHOUS GROUP LIMITED (MND) The Company Secretary,
MONADELPHOUS GROUP LIMITED (MND)
59 Albany Highway
VICTORIA PARK WA 6100
Signature
Print name Joanne Hawkins Capacity Company Secretary
Sign here Date 18/02/2021
DIRECTIONS
(1) If there are a number of substantial holders with similar or related relevant interests (e.g. 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 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 (e.g. if the relevant interest arises because of an
option) write “unknown”.
(9) Give details, if appropriate, of the present association and any changes in that association since the last substantial holding
notice.
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ANNEXURE A

This is annexure ‘A’ referred to in Form 604, Notice of change of interests of substantial holder, lodged for Pendal Group Limited ACN 126 385 822

Joanne Hawkins – Company Secretary, Pendal Group Limited – 18/02/2021

TRANSACTION HISTORY

Sales & Purchases for the period : 11/02/2021 to 16/02/2021 SECURITY: MND

Pendal Fund Services Limited

Pendal Fund Services Limited

Date 11/02/2021 11/02/2021 11/02/2021 12/02/2021 12/02/2021 15/02/2021 15/02/2021 16/02/2021

Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected HSBC Custody Nominees (Australia) Limited. Sell -43,833 -535,757.61 Ordinary 43,833 HSBC Custody Nominees (Australia) Limited. Sell -17,155 -208,172.49 Ordinary 17,155 HSBC Custody Nominees (Australia) Limited. Sell -36,180 -440,715.82 Ordinary 36,180 HSBC Custody Nominees (Australia) Limited. Sell -33,605 -409,382.83 Ordinary 33,605 HSBC Custody Nominees (Australia) Limited. Sell -46,290 -564,825.95 Ordinary 46,290 HSBC Custody Nominees (Australia) Limited. Sell -16,607 -201,421.32 Ordinary 16,607 HSBC Custody Nominees (Australia) Limited. Sell -7,524 -91,549.02 Ordinary 7,524 HSBC Custody Nominees (Australia) Limited. Sell -35,449 -425,164.67 Ordinary 35,449 Total -236,643 -2,876,989.71 Pendal Fund Services Limited -236,643 -2,876,989.71

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Pendal Institutional Limited

Date 11/02/2021 11/02/2021 12/02/2021 12/02/2021 15/02/2021 15/02/2021 16/02/2021 Date 11/02/2021 11/02/2021 Date 11/02/2021 12/02/2021 15/02/2021 Date 11/02/2021 Date 11/02/2021 11/02/2021 12/02/2021 12/02/2021 15/02/2021 15/02/2021 16/02/2021

Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected Citicorp Nominees Pty Limited Sell -92,786 -1,130,244.82 Ordinary 92,786 Citicorp Nominees Pty Limited Sell -8,238 -100,690.60 Ordinary 8,238 Citicorp Nominees Pty Limited Sell -118,715 -1,448,548.56 Ordinary 118,715 Citicorp Nominees Pty Limited Sell -6,319 -76,979.32 Ordinary 6,319 Citicorp Nominees Pty Limited Sell -19,297 -234,798.18 Ordinary 19,297 Citicorp Nominees Pty Limited Sell -3,123 -37,877.93 Ordinary 3,123 Citicorp Nominees Pty Limited Sell -90,911 -1,090,359.26 Ordinary 90,911 Total -339,389 -4,119,498.67 Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected HSBC Custody Nominees (Australia) Limited. Sell -17,413 -212,727.66 Ordinary 17,413 HSBC Custody Nominees (Australia) Limited. Sell -3,749 -45,493.37 Ordinary 3,749 Total -21,162 -258,221.03 Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected J.P. Morgan Nominees Australia Pty Limited Sell -12,536 -153,223.77 Ordinary 12,536 J.P. Morgan Nominees Australia Pty Limited Sell -9,612 -117,095.31 Ordinary 9,612 J.P. Morgan Nominees Australia Pty Limited Sell -4,751 -57,623.45 Ordinary 4,751 Total -26,899 -327,942.53 Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected National Nominees Limited Sell -705 -8,555.03 Ordinary 705 Total -705 -8,555.03 Registered Company Nature of Change Quantity Consideration Class of Securities Person’s votes affected Northern Trust Company Limited Sell -134,489 -1,638,237.41 Ordinary 134,489 Northern Trust Company Limited Sell -14,578 -178,182.52 Ordinary 14,578 Northern Trust Company Limited Sell -172,072 -2,099,605.34 Ordinary 172,072 Northern Trust Company Limited Sell -11,177 -136,160.45 Ordinary 11,177 Northern Trust Company Limited Sell -27,970 -340,327.77 Ordinary 27,970 Northern Trust Company Limited Sell -5,525 -67,011.07 Ordinary 5,525 Northern Trust Company Limited Sell -131,772 -1,580,433.84 Ordinary 131,772 Total -497,583 -6,039,958.40 Pendal Institutional Limited -885,738 -10,754,175.66

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