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SITEMINDER LIMITED Major Shareholding Notification 2021

Dec 20, 2021

65760_rns_2021-12-20_b783b119-e2f1-4323-8b9c-29f8eddd58f8.pdf

Major Shareholding Notification

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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

21 December 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 Siteminder Limted ( SDR ).

Yours faithfully

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Joanne Hawkins Group Company Secretary

1

{00015748.docx}

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme SITEMINDER LIMTED (SDR) ACN/ARSN ACN 121 931 744 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 17/12/2021 The previous notice was given to the company on 11/11/2021 The previous notice was dated 09/11/2021

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
19,276,521 7.16% 16,215,942 5.967%

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
17/12/2021 PDL & its Associates, Pendal Fund
Services Limited, Pendal Institutional
Limited
See Annexure
'A'
See Annexure
'A'
See Annexure
'A'
See
Annexure
'A'

Page 1

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.
UBS Nominees
Pty Limited
HSBC Custody
Nominees
(Australia)
Limited.
UBS Nominees
Pty 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.
9,741,737
Ordinary
9,741,737
Pendal Institutional
Limited
BNP Paribas
Securities
Services
Citicorp
Nominees Pty
Limited
HSBC Custody
Nominees
(Australia)
Limited.
JP Morgan
Chase Bank
National
Nominees
Limited.
Northern Trust
Company
Limited
State Street
Australia
Limited
BNP Paribas
Securities
Services
Citicorp
Nominees Pty
Limited
HSBC Custody
Nominees
(Australia)
Limited.
JP Morgan
Chase Bank
National
Nominees
Limited.
Northern Trust
Company
Limited
State Street
Australia
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.
6,474,205
Ordinary
6,474,205
  • 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
SITEMINDER LIMITED (SDR) The Company Secretary,
SITEMINDER LIMITED
Bond Store 3, 30 Windmill Street,
Millers Point, NSW 2000
Signature
Print name Joanne Hawkins Capacity Company Secretary
Sign here Date 21/12/2021
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.
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  • (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.

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(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 - 21/12/2021

TRANSACTION HISTORY

Sales & Purchases for the period: 10/11/2021 to 17/12/2021 SECURITY: SDR

Pendal Fund Services Limited Pendal Fund Services Limited
Date
1/12/2021
2/12/2021
3/12/2021
6/12/2021
10/12/2021
10/12/2021
13/12/2021
13/12/2021
14/12/2021
14/12/2021
14/12/2021
14/12/2021
15/12/2021
15/12/2021
15/12/2021
16/12/2021
17/12/2021
17/12/2021
17/12/2021
Registered Company
Nature of
Change
Quantity
Consideration
Class of
Securities
Person’s votes
affected
HSBC Custody Nominees
(Australia) Limited.
Buy
82,666
535,756.36
Ordinary
82,666
HSBC Custody Nominees
(Australia) Limited.
Sell
-39,463
-252,162.23
Ordinary
39,463
HSBC Custody Nominees
(Australia) Limited.
Sell
-9,937
-63,166.47
Ordinary
9,937
HSBC Custody Nominees
(Australia) Limited.
Sell
-13,679
-84,459.55
Ordinary
13,679
HSBC Custody Nominees
(Australia) Limited.
Sell
-231,370
-1,445,986.38
Ordinary
231,370
HSBC Custody Nominees
(Australia) Limited.
Sell
-44,557
-278,466.59
Ordinary
44,557
HSBC Custody Nominees
(Australia) Limited.
Sell
-4,212
-26,352.62
Ordinary
4,212
HSBC Custody Nominees
(Australia) Limited.
Sell
-811
-5,074.07
Ordinary
811
HSBC Custody Nominees
(Australia) Limited.
Sell
-257,948
-1,606,939.69
Ordinary
257,948
HSBC Custody Nominees
(Australia) Limited.
Sell
-49,675
-309,460.54
Ordinary
49,675
HSBC Custody Nominees
(Australia) Limited.
Sell
-20,093
-126,387.75
Ordinary
20,093
HSBC Custody Nominees
(Australia) Limited.
Sell
-3,869
-24,336.55
Ordinary
3,869
HSBC Custody Nominees
(Australia) Limited.
Sell
-247,034
-1,553,746.28
Ordinary
247,034
HSBC Custody Nominees
(Australia) Limited.
Sell
-50,251
-316,058.94
Ordinary
50,251
HSBC Custody Nominees
(Australia) Limited.
Sell
-22,630
-138,965.20
Ordinary
22,630
HSBC Custody Nominees
(Australia) Limited.
Sell
-22,856
-141,500.77
Ordinary
22,856
HSBC Custody Nominees
(Australia) Limited.
Sell
-284,323
-1,748,653.36
Ordinary
284,323
HSBC Custody Nominees
(Australia) Limited.
Sell
-175,375
-1,078,597.52
Ordinary
175,375
HSBC Custody Nominees
(Australia) Limited.
Sell
-32,139
-197,662.42
Ordinary
32,139
Total
-1,427,556
-8,862,220.57
Pendal Fund Services Limited
-1,427,556
-8,862,220.57

Page 4

Pendal Institutional Limited

Date Registered Company Nature of Quantity Consideration Class of Person’s votes
Change Securities affected
29/11/2021 BNP Paribas Securities Buy 9,596 56,556.99 Ordinary 9,596
Services
Total 9,596 56,556.99
Date Registered Company Nature of Quantity Consideration Class of Person’s votes
Change Securities affected
29/11/2021 HSBC CUSTODY Buy 7,283 42,918.18 Ordinary 7,283
NOMINEES (AUSTRALIA)
LIMITED.
29/11/2021 HSBC CUSTODY Buy 7,779 45,847.94 Ordinary 7,779
NOMINEES (AUSTRALIA)
LIMITED.
29/11/2021 HSBC CUSTODY Buy 38,703 228,108.08 Ordinary 38,703
NOMINEES (AUSTRALIA)
LIMITED.
2/12/2021 HSBC CUSTODY Sell -9,541 -60,965.46 Ordinary 9,541
NOMINEES (AUSTRALIA)
LIMITED.
3/12/2021 HSBC CUSTODY Sell -1,865 -11,855.24 Ordinary 1,865
NOMINEES (AUSTRALIA)
LIMITED.
6/12/2021 HSBC CUSTODY Sell -3,844 -23,734.37 Ordinary 3,844
NOMINEES (AUSTRALIA)
LIMITED.
15/12/2021 HSBC CUSTODY Sell -3,180 -19,527.59 Ordinary 3,180
NOMINEES (AUSTRALIA)
LIMITED.
16/12/2021 HSBC CUSTODY Sell -5,605 -34,700.38 Ordinary 5,605
NOMINEES (AUSTRALIA)
LIMITED.
17/12/2021 HSBC CUSTODY Sell -44,060 -270,979.37 Ordinary 44,060
NOMINEES (AUSTRALIA)
LIMITED.
Total -14,330 -104,888.21
Date Registered Company Nature of Quantity Consideration Class of Person’s votes
Change Securities affected
26/11/2021 J.P. MORGAN NOMINEES Sell -384,439 -2,248,968.15 Ordinary 384,439
AUSTRALIA PTY LIMITED
29/11/2021 J.P. MORGAN NOMINEES Buy 13,742 80,992.72 Ordinary 13,742
AUSTRALIA PTY LIMITED
29/11/2021 J.P. MORGAN NOMINEES Buy 49,064 289,173.84 Ordinary 49,064
AUSTRALIA PTY LIMITED
3/12/2021 J.P. MORGAN NOMINEES Sell -1,134,564 -7,068,333.72 Ordinary 1,134,564
AUSTRALIA PTY LIMITED
17/12/2021 J.P. MORGAN NOMINEES Sell -22,644 -139,265.94 Ordinary 22,644
AUSTRALIA PTY LIMITED
Total -1,478,841 -9,086,401.25
Date Registered Company Nature of Quantity Consideration Class of Person’s votes
Change Securities affected
29/11/2021 National Nominees Limited. Buy 5,976 35,221.41 Ordinary 5,976
29/11/2021 National Nominees Limited. Buy 23,296 137,302.16 Ordinary 23,296
8/12/2021 National Nominees Limited. Buy 3,413 21,752.77 Ordinary 3,413
15/12/2021 National Nominees Limited. Sell -109 -669.34 Ordinary 109
16/12/2021 National Nominees Limited. Sell -713 -4,414.17 Ordinary 713
17/12/2021 National Nominees Limited. Sell -5,738 -35,290.06 Ordinary 5,738
Total 26,125 153,902.77
Date Registered Company Nature of Quantity Consideration Class of Person’s votes
Change Securities affected
2/12/2021 State Street Australia Limited Sell -12,535 -80,096.64 Ordinary 12,535
2/12/2021 State Street Australia Limited Sell -10,030 -64,090.09 Ordinary 10,030
3/12/2021 State Street Australia Limited Sell -1,881 -11,956.93 Ordinary 1,881

Page 5

3/12/2021
6/12/2021
6/12/2021
15/12/2021
15/12/2021
16/12/2021
16/12/2021
17/12/2021
17/12/2021
State Street Australia Limited
Sell
-1,501
-9,541.40
Ordinary
1,501
State Street Australia Limited
Sell
-5,621
-34,706.27
Ordinary
5,621
State Street Australia Limited
Sell
-4,502
-27,797.13
Ordinary
4,502
State Street Australia Limited
Sell
-6,070
-37,274.36
Ordinary
6,070
State Street Australia Limited
Sell
-4,858
-29,831.77
Ordinary
4,858
State Street Australia Limited
Sell
-8,132
-50,344.96
Ordinary
8,132
State Street Australia Limited
Sell
-6,510
-40,303.20
Ordinary
6,510
State Street Australia Limited
Sell
-63,275
-389,156.14
Ordinary
63,275
State Street Australia Limited
Sell
-50,658
-311,558.62
Ordinary
50,658
Total
-175,573
-1,086,657.51
Pendal Institutional Limited
-1,633,023
-10,067,487.21

Page 6