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F-3148
FORM 603
Corporations Act 2001
Section 671B
Notice of initial substantial holder
To: Company Name/Scheme: INDEPENDENCE GROUP NL
ACN/ARSN: 092 786 304
1. Details of substantial holder
Name: Commonwealth Bank of Australia ACN 123 123 124 (CBA) and its related bodies corporate listed in annexure A The holder became a substantial holder on: 02/07/2015
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 had a relevant interest in on the date the substantial holder became a substantial holder are as follows.
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Class of securities
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Number of securities
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Person's votes
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Voting power (%)
|
|
Fully Paid ordinary shares
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8,728,261
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8,728,261
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3.72
|
|
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For the Securities (if any) listed below see NOTE 1 at the end of this form
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Class of securities
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Number of securities
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Person's votes
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Voting power (%)
|
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Fully Paid ordinary shares
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3,207,504
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3,207,504
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1.36
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|
|
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Class of securities
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Number of securities
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Person's votes
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Voting power (%)
|
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GRAND TOTAL
Fully paid ordinary shares
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11,935,765
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11,935,765
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5.09
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|
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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:
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Holder of relevant interest
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Nature of relevant interest
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Class and number of securities
|
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CBA Equities Limited ACN 003
485 952
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Relevant interest under paragraph 608(1)(b) and/or
608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising as a result of having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in a proprietary capacity (including as a result of underwriting activities), but where the securities are held by a nominee or custodian for CBAE. In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
ordinary shares 1,440,464
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1,440,464
Fully paid ordinary shares
(including 618,763 borrowed from Barclays Capital Securities Ltd, see Annexure C)
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Avanteos Investments Limited
ACN 096 259 979
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Relevant interest under paragraph 608(1)(a), 608(1)(b) and 608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising as a result of being the registered holder of the relevant securities in its capacity as a superannuation trustee. In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection
608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
ordinary shares 8,534
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8,534
Fully paid ordinary shares
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Colonial First State Investments Limited (Note 1) ACN 002 348 352
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Relevant interest under paragraph 608(1)(b) and/or
608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the residual power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as a responsible entity of a managed investment scheme (which managed investment scheme is not managed by either Colonial First State Investments Limited or a related body corporate). In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being a residual accelerated relevant interest held in the same capacity. Colonial First State Investments Limited has authorised the manager of each such managed investment scheme to exercise the powers referred to in paragraph 608(1)(b) and/or 608(1)(c) of the
Corporations Act 2001 (Cth) in relation to those
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3,207,504
Fully paid ordinary shares
(including 75,830 borrowed from UBS AG (Agreement 2), see Annexure C)
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2
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securities managed by the manager to the exclusion of Colonial First State Investments Limited except for provisions allowing Colonial First State Investments Limited to terminate the agreement with the manager or to exercise those powers where the agreement is terminated.
Nature of relevant interest derived from;
ordinary shares 3,207,504
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Realindex Investments Pty
Limited ACN 133 312 017
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Relevant interest under paragraph 608(1)(b) and/or
608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as investment manager, as provided for under its investment mandates. In addition, if any OTC derivatives, warrants or other securities
(other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
ordinary shares 877,359
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877,359
Fully paid ordinary shares
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Commonwealth Bank Officers Superannuation Corporation Pty Limited ACN 074 519 798
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Relevant interest under paragraph 608(1)(b) and/or
608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as trustee for the Officers' Superannuation Fund. In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection
608(8) being an accelerated relevant interest held in the
same capacity.
Nature of relevant interest derived from;
ordinary shares 95,048
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95,048
Fully paid ordinary shares
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Colonial First State Asset Management (Australia) Limited ACN 114 194 311
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Relevant interest under paragraph 608(1)(b) and/or
608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as investment manager (as provided for under its investment mandates). In
addition, if any OTC derivatives, warrants or other
securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
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6,306,856
Fully paid ordinary shares
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3
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ordinary shares 6,306,856
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Colonial First State
Investments Limited ACN 002
348 352
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Relevant interest under paragraph 608(1)(b) and/or
608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as a responsible entity of a managed investment scheme (which managed investment scheme is managed by Colonial First Statement Investments Limited or a related body corporate). In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or
ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
ordinary shares 7,620,482
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7,620,482
Fully paid ordinary shares
(including 75,830 borrowed from UBS AG (Agreement 2), see Annexure C)
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Sovereign Services Limited
ACN 969417
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Relevant interest under paragraph 608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the power to control the exercise of the power to dispose of securities in its capacity as investment manager, as provided for under its investment mandates, or in its capacity as the provider of a discretionary investment management service.. In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
ordinary shares 13,287
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13,287
Fully paid ordinary shares
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ASB Group Investments
Limited Company Number
533945
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Relevant interest under paragraph 608(1)(b) and/or
608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as investment manager, as provided for under its investment mandates, as a life company holding statutory funds and as the responsible entity or manager of a managed investment scheme. In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
ordinary shares 78,765
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78,765
Fully paid ordinary shares
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First State Investments (Hong
Kong) Ltd ACN 206616
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Relevant interest under paragraph 608(1)(b) and/or
608(1)(c) of the Corporations Act 2001 (Cth), being a
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139,661
Fully paid ordinary shares
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4
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relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as discretionary investment manager, as provided for under its investment mandates.In addition, if any OTC derivatives, warrants
or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
ordinary shares 139,661
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Colonial First State
Investments Limited ACN 002
348 352
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Relevant interest under paragraph 608(1)(b) and/or
608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as a responsible entity of a managed investment scheme (which managed investment scheme is managed by Colonial First Statement Investments Limited or a related body corporate). In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or
ordinary units (as applicable)) are referred to below in
this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
ordinary shares 1,414,797
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1,414,797
Fully paid ordinary shares
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The Colonial Mutual Life Assurance Society Limited ACN 004 021 809
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Relevant interest under paragraph 608(1)(a), 608(1)(b) and/or 608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from holding securities, having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in a proprietary capacity as a life insurance company. Statutory fund holdings are held by external custodians and voted by the relevant investment manager, so CMLA's relevant interest is qualified accordingly. In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection
608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
ordinary shares 133,398
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133,398
Fully paid ordinary shares
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Colonial First State Asset Management (Australia) Limited ACN 114 194 311
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Relevant interest under paragraph 608(1)(b) and/or
608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as investment manager (as
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3,315,502
Fully paid ordinary shares
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5
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provided for under its investment mandates). In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
ordinary shares 3,315,502
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First State Investments
(Singapore) ACN 196900420D
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Relevant interest under paragraph 608(1)(b) and/or
608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise of the power to dispose of securities in its capacity as discretionary investment manager, as provided for under its investment
mandates. In addition, if any OTC derivatives, warrants or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
ordinary shares 176,450
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176,450
Fully paid ordinary shares
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First State Investment Management (UK) Limited ACN SC0 477 08
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Relevant interest under paragraph 608(1)(b) and/or
608(1)(c) of the Corporations Act 2001 (Cth), being a relevant interest arising from having the power to control the exercise of the right to vote attached to securities and/or to control the exercise the power to dispose of securities in its capacity as discretionary investment manager, as provided for under its investment
mandates. In addition, if any OTC derivatives, warrants
or other securities (other than ordinary shares or ordinary units (as applicable)) are referred to below in this row, the relevant interest in respect of those securities arises under subsection 608(8) being an accelerated relevant interest held in the same capacity.
Nature of relevant interest derived from;
ordinary shares 1,034,996
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1,034,996
Fully paid ordinary shares
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6
4. Details of present registered holders
The persons registered as holders of the securities referred to in paragraph 3 above are as follows
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Holder of relevant interest
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Registered holder of securities
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Person entitled to be registered as holder
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Class and number of securities
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CBA Equities Limited ACN 003
485 952
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Share Direct Nominees Pty
Limited
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774,464
Fully paid ordinary shares
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CBA Equities Limited ACN 003
485 952
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SBN Nominees Pty Limited
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666,000
Fully paid ordinary shares
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Avanteos Investments Limited
ACN 096 259 979
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Avanteos Investments Limited
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8,534
Fully paid ordinary shares
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Colonial First State Investments Limited (Note 1) ACN 002 348 352
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Citicorp Nominees Pty Limited
(Australia)
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2,268,992
Fully paid ordinary shares
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Colonial First State Investments Limited (Note 1) ACN 002 348 352
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Northern Trust Company
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88,397
Fully paid ordinary shares
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Colonial First State Investments Limited (Note 1) ACN 002 348 352
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UBS Nominees Pty Ltd
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262,529
Fully paid ordinary shares
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Colonial First State Investments Limited (Note 1) ACN 002 348 352
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Citibank N A Hong Kong
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587,586
Fully paid ordinary shares
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Realindex Investments Pty
Limited ACN 133 312 017
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National Bank Nominees Pty
Limited
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30,164
Fully paid ordinary shares
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Realindex Investments Pty
Limited ACN 133 312 017
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Citibank N A Hong Kong
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847,195
Fully paid ordinary shares
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Commonwealth Bank Officers Superannuation Corporation Pty Limited ACN 074 519 798
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Citicorp Nominees Pty Limited
(Australia)
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95,048
Fully paid ordinary shares
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Colonial First State Asset Management (Australia) Limited ACN 114 194 311
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State Street Global Services
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1,034,996
Fully paid ordinary shares
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Colonial First State Asset Management (Australia) Limited ACN 114 194 311
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Citicorp Nominees Pty Limited
(Australia)
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4,090,043
Fully paid ordinary shares
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Colonial First State Asset Management (Australia) Limited ACN 114 194 311
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State Street Global Advisors
(Australia) Limited
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176,450
Fully paid ordinary shares
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Colonial First State Asset Management (Australia) Limited ACN 114 194 311
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HSBC UK
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139,661
Fully paid ordinary shares
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7
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Colonial First State Asset Management (Australia) Limited ACN 114 194 311
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Brown Brothers Harriman
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115,712
Fully paid ordinary shares
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Colonial First State Asset Management (Australia) Limited ACN 114 194 311
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National Bank Nominees Pty
Limited
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120,029
Fully paid ordinary shares
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Colonial First State Asset Management (Australia) Limited ACN 114 194 311
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JPMorgan (UK)
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321,586
Fully paid ordinary shares
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Colonial First State Asset Management (Australia) Limited ACN 114 194 311
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BNP Paribas Securities
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229,614
Fully paid ordinary shares
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Colonial First State Asset Management (Australia) Limited ACN 114 194 311
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Citibank N A Hong Kong
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78,765
Fully paid ordinary shares
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8
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:
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Holder of relevant interest
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Date of acquisition
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Consideration-Cash
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Consideration-Non- Cash
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Class and number of securities
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See annexure B to this notice
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9
6. Associates
The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:
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Name and ACN/ARSN (if applicable)
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Nature of association
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ASB Group Investments Limited Company Number 533945
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An indirect wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia
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First State Investments (Hong Kong) Ltd ACN 206616
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An indirect wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia
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CBA Equities Limited ACN 003 485 952
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An indirect wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia
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Commonwealth Bank Officers Superannuation Corporation Pty
Limited ACN 074 519 798
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A direct wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia
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Colonial First State Asset Management (Australia) Limited ACN
114 194 311
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An indirect wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia
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First State Investment Management (UK) Limited ACN SC0 477
08
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An indirect wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia
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Avanteos Investments Limited ACN 096 259 979
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An indirect wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia
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Realindex Investments Pty Limited ACN 133 312 017
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An indirect wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia
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First State Investments (Singapore) ACN 196900420D
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An indirect wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia
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Colonial First State Investments Limited ACN 002 348 352
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An indirect wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia
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Sovereign Services Limited ACN 969417
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An indirect wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia
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The Colonial Mutual Life Assurance Society Limited ACN 004
021 809
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An indirect wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of Australia
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10
7. Addresses
The addresses of persons named in this form are as follows:
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Name
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Address
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ASB Group Investments Limited Company Number 533945
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Level 2, ASB North Wharf, 12 Jellicoe Street, Auckland, 1010 , New Zealand
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First State Investments (Hong Kong) Ltd ACN 206616
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6th Floor, Three Exchange Square, 8 Connaught Place, Central, Hong Kong
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CBA Equities Limited ACN 003 485 952
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Ground Floor Tower 1, 201 Sussex Street, Sydney, NSW, 2000, Australia
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Commonwealth Bank Officers Superannuation Corporation Pty
Limited ACN 074 519 798
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Level 11 Tower 1, 201 Sussex St Sydney NSW 2001
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Colonial First State Asset Management (Australia) Limited ACN
114 194 311
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Ground Floor Tower 1, 201 Sussex Street, Sydney, NSW, 2000, Australia
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First State Investment Management (UK) Limited ACN SC0 477
08
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23 St Andrew Square Edinburgh EH2 1BB
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Avanteos Investments Limited ACN 096 259 979
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Ground Floor Tower 1, 201 Sussex Street, Sydney, NSW, 2000, Australia
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Realindex Investments Pty Limited ACN 133 312 017
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Ground Floor Tower 1, 201 Sussex Street, Sydney, NSW, 2000, Australia
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First State Investments (Singapore) ACN 196900420D
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1 Temasek Avenue, #17-01 Millenia Tower, SINGAPORE,
039192
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Colonial First State Investments Limited ACN 002 348 352
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Ground Floor Tower 1, 201 Sussex Street, Sydney, NSW, 2000, Australia
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Sovereign Services Limited ACN 969417
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Level 2, ASB North Wharf, 12 Jellicoe Street, Auckland, 1010 , New Zealand
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The Colonial Mutual Life Assurance Society Limited ACN 004
021 809
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Ground Floor Tower 1, 201 Sussex Street, Sydney, NSW, 2000, Australia
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11
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