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SITEMINDER LIMITED Major Shareholding Notification 2021

Nov 10, 2021

65760_rns_2021-11-10_5af96c7b-05ce-4b3e-b948-41dfefd05bb3.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

11 November 2021

Re: Notice of Initial Substantial Holder

In accordance with section 671B of the Corporations Act 2001 (Cth), we attach a Notice of Initial Substantial Holder (Form 603) in respect of Siteminder Limted ( SDR ) .

Yours faithfully

==> picture [119 x 40] intentionally omitted <==

Joanne Hawkins Group Company Secretary

1

{00015759.docx}

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To
Company Name/Scheme
ACN/ARSN
SITEMINDER LIMTED
ACN 121 931 744

1. Details of substantial holder(1)

Name
ACN/ARSN (if applicable)
The holder became a substantial holder on
PENDAL GROUP LIMITED(PDL)
ACN 126 385 822
09/11/2021

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 Shares 19,276,521 19,276,521
Total 19,276,521 19,276,521 7.156%

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) Number of securities Class of securities
Pendal Fund Services
Limited *
Pendal Fund Services Limited
is the responsible entity of
various managed investment
schemes and, in that capacity,
can exercise the power to vote
ordispose ofthe shares.
11,169,293 Ordinary
Pendal Institutional
Limited
Pendal Institutional Limited is
the responsible entity of
various managed investment
schemes and, in that capacity,
can exercise the power to vote
ordispose of the shares.
8,107,228 Ordinary

*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.

Page 1 of 5

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
Persons entitled to be
registered as holder(8)
Class and number of
securities
Pendal Fund Services
Limited
HSBC Custody Nominees
(Australia) Limited.
UBS Nominees Pty Limited
See Annexure 'A' 11,169,293
Ordinary
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
See Annexure 'A' 8,107,228
Ordinary

4. 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

5. 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

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
NSW2000
Pendal Fund Services Limited Level 14, Chifley Tower, 2 Chifley Square, Sydney
NSW2000
Pendal Institutional Limited Level 14, Chifley Tower, 2 Chifley Square, Sydney
NSW2000

Page 2 of 5

  • 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 11/11/2021 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 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 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 with 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 (e.g. 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.

Page 3 of 5

ANNEXURE A

This is annexure ‘A’ referred to in Form 603, Notice of initial substantial holder, lodged for Pendal Group Limited ACN 126 385 822.

TRANSACTION HISTORY

Sales & Purchases for the period : 09/11/2021 to 09/11/2021 SECURITY: SDR

Pendal Fund Services Limited Pendal Fund Services Limited
Date
9/11/2021
9/11/2021
9/11/2021
9/11/2021
9/11/2021
Date
9/11/2021
Registered Company
Nature of
Change
Quantity
Consideration
Class of
Securities
Person’s votes
affected
HSBC Custody Nominees
(Australia) Limited
Buy
4,939,687
24,994,816.22
Ordinary
4,939,687
HSBC Custody Nominees
(Australia) Limited
Buy
369,434
1,869,336.04
Ordinary
369,434
HSBC Custody Nominees
(Australia) Limited
Buy
4,122,015
20,857,395.90
Ordinary
4,122,015
HSBC Custody Nominees
(Australia) Limited
Buy
934,089
4,726,490.34
Ordinary
934,089
HSBC Custody Nominees
(Australia) Limited
Buy
503,696
2,548,701.76
Ordinary
503,696
Total
10,868,921
54,996,740.26
Registered Company
Nature of
Change
Quantity
Consideration
Class of
Securities
Person’s votes
affected
UBS Nominees Pty Limited
Buy
300,372
1,519,882.32
Ordinary
300,372
Total
300,372
1,519,882.32
Pendal Fund Services Limited
11,169,293
56,516,622.58

Pendal Institutional Limited

Date Registered Company Nature of
Change
Quantity Consideration Class of
Securities
Person’s votes
affected
9/11/2021 BNP Paribas Securities
Services
Buy 38,418 194,395.08 Ordinary 38,418
Total 38,418 194,395.08
Date Registered Company Nature of
Change
Quantity Consideration Class of
Securities
Person’s votes
affected
9/11/2021 Citicorp Nominees Pty
Limited
Buy 807,309 4,084,983.54 Ordinary 807,309
9/11/2021 Citicorp Nominees Pty
Limited
Buy 129,179 653,645.74 Ordinary 129,179
Total 936,488 4,738,629.28
Date Registered Company Nature of
Change
Quantity Consideration Class of
Securities
Person’s votes
affected
9/11/2021 HSBC Custody Nominees
(Australia) Limited
Buy 133,884 677,453.04 Ordinary 133,884

Page 4 of 5

9/11/2021
9/11/2021
9/11/2021
9/11/2021
9/11/2021
Date
9/11/2021
9/11/2021
9/11/2021
9/11/2021
9/11/2021
9/11/2021
Date
9/11/2021
9/11/2021
9/11/2021
Date
9/11/2021
Date
9/11/2021
9/11/2021
HSBC Custody Nominees
(Australia) Limited
Buy
1,284,305
6,498,583.30
Ordinary
1,284,305
HSBC Custody Nominees
(Australia) Limited
Buy
1,397
7,068.82
Ordinary
1,397
HSBC Custody Nominees
(Australia) Limited
Buy
251,163
1,270,884.78
Ordinary
251,163
HSBC Custody Nominees
(Australia) Limited
Buy
123,304
623,918.24
Ordinary
123,304
HSBC Custody Nominees
(Australia) Limited
Buy
54,285
274,682.10
Ordinary
54,285
Total
1,848,338
9,352,590.28
Registered Company
Nature of
Change
Quantity
Consideration
Class of
Securities
Person’s votes
affected
J.P. Morgan Nominees
Australia Pty Limited
Buy
384,439
1,945,261.34
Ordinary
384,439
J.P. Morgan Nominees
Australia Pty Limited
Buy
163,348
826,540.88
Ordinary
163,348
J.P. Morgan Nominees
Australia Pty Limited
Buy
517,564
2,618,873.84
Ordinary
517,564
J.P. Morgan Nominees
Australia Pty Limited
Buy
96,364
487,601.84
Ordinary
96,364
J.P. Morgan Nominees
Australia Pty Limited
Buy
1,947,579
9,854,749.74
Ordinary
1,947,579
J.P. Morgan Nominees
Australia Pty Limited
Buy
639,870
3,237,742.20
Ordinary
639,870
Total
3,749,164
18,970,769.84
Registered Company
Nature of
Change
Quantity
Consideration
Class of
Securities
Person’s votes
affected
National Nominees Limited.
Buy
20,295
102,692.70
Ordinary
20,295
National Nominees Limited.
Buy
10,336
52,300.16
Ordinary
10,336
National Nominees Limited.
Buy
70,765
358,070.90
Ordinary
70,765
Total
101,396
513,063.76
Registered Company
Nature of
Change
Quantity
Consideration
Class of
Securities
Person’s votes
affected
Northern Trust Company
Limited
Buy
1,115,085
5,642,330.10
Ordinary
1,115,085
Total
1,115,085
5,642,330.10
Registered Company
Nature of
Change
Quantity
Consideration
Class of
Securities
Person’s votes
affected
State Street Australia Limited
Buy
176,802
894,618.12
Ordinary
176,802
State Street Australia Limited
Buy
141,537
716,177.22
Ordinary
141,537
Total
318,339
1,610,795.34
Pendal Institutional Limited
8,107,228
41,022,573.68

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