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

12 February 2020

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 Cooper Energy Limited (COE).

Yours faithfully

Joanne Hawkins

Group Company Secretary

{00015759.docx}

1

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To

Company Name/Scheme

COOPER ENERGY LIMITED (COE)

ACN/ARSN

ACN 096 170 295

1. Details of substantial holder(1)

Name

ACN/ARSN (if applicable)

PENDAL GROUP LIMITED (PDL)

ACN 126 385 822

The holder became a substantial holder on

10/02/2020

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

84,678,343

84,678,343

Total

84,678,343

84,678,343

5.21%

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

Pendal Fund Services Limited

57,839,571

Ordinary

Limited *

is the responsible entity of

various managed investment

schemes and, in that capacity,

can exercise the power to vote

or dispose of the shares.

Pendal Institutional

Pendal Institutional Limited is

26,838,772

Ordinary

Limited

the responsible entity of

various managed investment

schemes and, in that capacity,

can exercise the power to vote

or dispose of the shares.

*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

Persons entitled to be

Class and number of

securities

registered as holder (8)

securities

Pendal Fund Services

HSBC Custody

See Annexure 'A'

57,839,571

Limited

Nominees (Australia)

Ordinary

Limited.

Pendal Institutional

Australia and New

See Annexure 'A'

26,838,772

Limited

Zealand Banking

Ordinary

Group

HSBC Custody

Nominees (Australia)

Limited.

State Street Australia

Limited

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

Date of acquisition

Consideration (9)

Class and number of

interest

Cash

Non-cash

securities

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

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

COOPER ENERGY LIMITED (COE)

The Company Secretary,

COOPER ENERGY LIMITED (COE)

Level 8, 70 Franklin Street

Adelaide SA 5000

Page 2 of 5

Signature

Print name

Joanne Hawkins

Capacity

Company Secretary

Sign here

Date

12/02/2020

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:
    1. 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
    2. 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.

  1. 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".
  2. 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.

Joanne Hawkins - Company Secretary, Pendal Group Limited 12/02/2020

Sales & Purchases for the period : 10/10/2019 to 10/02/2020

SECURITY: COE

Pendal Fund Services Limited

Nature of

Class of

Person's

Date

Registered Company

Quantity

Consideration

votes

Change

Securities

affected

14/11/2019

HSBC Custody Nominees (Australia) Limited.

Buy

53,097

30,265.29

Ordinary

53,097

21/11/2019

HSBC Custody Nominees (Australia) Limited.

Buy

2,170,078

1,150,141.34

Ordinary

2,170,078

21/11/2019

HSBC Custody Nominees (Australia) Limited.

Buy

88,638

46,978.14

Ordinary

88,638

17/12/2019

HSBC Custody Nominees (Australia) Limited.

Sell

-803,213

-506,024.19

Ordinary

803,213

10/02/2020

HSBC Custody Nominees (Australia) Limited.

Buy

3,690,067

2,029,536.85

Ordinary

3,690,067

Total

5,198,667

2,750,897.43

Pendal Fund Services Limited

5,198,667

2,750,897.43

Pendal Institutional Limited

Nature of

Class of

Person's

Date

Registered Company

Quantity

Consideration

votes

Change

Securities

affected

7/11/2019

Australia and New Zealand Banking Group

Buy

41,235

23,503.95

Ordinary

41,235

14/11/2019

Australia and New Zealand Banking Group

Sell

-5,829

-3,264.24

Ordinary

5,829

14/11/2019

Australia and New Zealand Banking Group

Sell

-39,337

-22,422.09

Ordinary

39,337

14/11/2019

Australia and New Zealand Banking Group

Sell

-7,931

-4,520.67

Ordinary

-7,931

21/11/2019

Australia and New Zealand Banking Group

Buy

1,374

728.22

Ordinary

1,374

21/11/2019

Australia and New Zealand Banking Group

Buy

33,631

17,824.43

Ordinary

33,631

10/02/2020

Australia and New Zealand Banking Group

Buy

37,532

20,642.60

Ordinary

37,532

Total

60,675

32,492.20

Nature of

Class of

Person's

Date

Registered Company

Quantity

Consideration

votes

Change

Securities

affected

21/11/2019

HSBC Custody Nominees (Australia) Limited

Buy

313,498

166,153.94

Ordinary

313,498

21/11/2019

HSBC Custody Nominees (Australia) Limited

Buy

12,805

6,786.65

Ordinary

12,805

17/12/2019

HSBC Custody Nominees (Australia) Limited

Sell

-178,313

-112,337.19

Ordinary

178,313

10/02/2020

HSBC Custody Nominees (Australia) Limited

Buy

443,759

244,067.45

Ordinary

443,759

Total

591,749

304,670.85

Page 4 of 5

Nature of

Class of

Person's

Date

Registered Company

Quantity

Consideration

votes

Change

Securities

affected

18/10/2019

State Street Australia Limited

Sell

-182,989

-106,133.62

Ordinary

182,989

18/10/2019

State Street Australia Limited

Sell

-1,405,326

-829,142.34

Ordinary

1,405,326

18/10/2019

State Street Australia Limited

Sell

-1,405,326

-829,142.34

Ordinary

1,405,326

18/10/2019

State Street Australia Limited

Sell

-182,989

-106,133.62

Ordinary

182,989

18/10/2019

State Street Australia Limited

Sell

1,405,326

829,142.34

Ordinary

1,405,326

18/10/2019

State Street Australia Limited

Sell

182,989

106,133.62

Ordinary

182,989

18/10/2019

State Street Australia Limited

Sell

91,029

53,707.11

Ordinary

91,029

18/10/2019

State Street Australia Limited

Sell

-727,140

-429,012.60

Ordinary

727,140

18/10/2019

State Street Australia Limited

Sell

-91,029

-53,707.11

Ordinary

91,029

18/10/2019

State Street Australia Limited

Sell

-727,140

-429,012.60

Ordinary

727,140

18/10/2019

State Street Australia Limited

Sell

-91,029

-53,707.11

Ordinary

91,029

18/10/2019

State Street Australia Limited

Sell

727,140

429,012.60

Ordinary

727,140

21/11/2019

State Street Australia Limited

Buy

886,749

469,976.97

Ordinary

886,749

21/11/2019

State Street Australia Limited

Buy

36,220

19,196.60

Ordinary

36,220

21/11/2019

State Street Australia Limited

Buy

17,934

9,505.02

Ordinary

17,934

21/11/2019

State Street Australia Limited

Buy

439,073

232,708.69

Ordinary

439,073

10/02/2020

State Street Australia Limited

Buy

1,557,268

856,497.40

Ordinary

1,557,268

10/02/2020

State Street Australia Limited

Buy

771,374

424,255.70

Ordinary

771,374

Total

1,302,134

594,144.71

Pendal Institutional Limited

1,954,558

931,307.76

Page 5 of 5

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Pendal Group Limited published this content on 12 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 February 2020 08:08:03 UTC