Smartgroup : Change in substantial holding

Form 604

			Corporations Act 2001
			Section 671B
			Notice of change of interests of substantial holder
	ToCompany Name/Scheme	Smartgroup Corporation Ltd
	ACN/ARSN	126 266 831
only
	1. Details of substantial holder (1)
	Name	First Sentier Investors Holdings Pty Limited ACN 630 725 558 and its related bodies corporate listed in annexure A
	ACN/ARSN (if applicable)	630 725 558
use
19/05/2022
personal	There was a change in the interests of the
substantial holder on
The previous notice was given to the company on	20/05/2022
The previous notice was dated	17/05/2022
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 to the
company or scheme, are as follows:
Class of securities (4)		Previous notice		Present notice
		Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully Paid ordinary shares		8,797,433	6.58%	11,171,068	8.35%

	*Note these securities are comprised of 6,240,191 shares in which First Sentier Investors Holdings Pty Limited and its subsidiaries have voting power and 4,930,877 securities in which First Sentier
	Investors Holdings Pty Limited's ultimate parent, Mitsubishi UFJ Financial Group, Inc. on and from 19 May 2022, has informed it that it has voting power prior to the date of this notice.
For
	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	Person whose		Consideration given in	Class and number		Person's votes
	relevant interest	Nature of change (6)	of securities
	change	relation to change (7)		affected
	changed		affected
		See annexure B to this
		notice

4.Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

	Holder of	Registered holder	Person entitled to be	Nature of relevant	Class and number
	relevant	registered as holder		Person's votes
	of securities	interest (6)	of securities
	interest	(8)
				Relevant interest under paragraph 608(1)(b)
				and/or 608(1)(c) of the Corporations Act 2001
only				(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
	First Sentier Investors			capacity as investment manager, as provided for		Fully Paid ordinary
	Realindex Pty Ltd ACN 133	Citibank N A Hong Kong		under its investment mandates. In addition, if any	822,367	822,367
	312 017			OTC derivatives, warrants or other securities		shares
				(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.
				Relevant interest under paragraph 608(1)(b)
				and/or 608(1)(c) of the Corporations Act 2001
use				(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
	First Sentier Investors	Citicorp Nominees Pty		capacity as investment manager, as provided for		Fully Paid ordinary
	R alindex Pty Ltd ACN 133		under its investment mandates. In addition, if any	599,632	599,632
	312 017	Limited (Australia)		OTC derivatives, warrants or other securities		shares
				(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.
personal
			Relevant interest under paragraph 608(1)(b)
			and/or 608(1)(c) of the Corporations Act 2001
			capacity.
				(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
	First Sentier Investors	HSBC Bank Australia		capacity as investment manager, as provided for		Fully Paid ordinary
	Realindex Pty Ltd ACN 133		under its investment mandates. In addition, if any	301,285	301,285
	312 017	Limited		OTC derivatives, warrants or other securities		shares
				(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.
				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
	First Sentier Investors			capacity as investment manager, as provided for		Fully Paid ordinary
	R alindex Pty Ltd ACN 133	JPMorgan (UK)		under its investment mandates. In addition, if any	701,627	701,627
	312 017			OTC derivatives, warrants or other securities		shares
				(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
For
			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
	First Sentier Investors	National Custodian		capacity as investment manager, as provided for		Fully Paid ordinary
	Realindex Pty Ltd ACN 133		under its investment mandates. In addition, if any	194,529	194,529
	312 017	Services		OTC derivatives, warrants or other securities		shares
				(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.

				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
	First Sentier Investors	State Street Global		capacity as investment manager, as provided for		Fully Paid ordinary
	Realindex Pty Ltd ACN 133	Advisors (Australia)		under its investment mandates. In addition, if any	16,234	16,234
	312 017	Limited		OTC derivatives, warrants or other securities		shares
only				(other than ordinary shares or ordinary units (as
			applicable)) are referred to below in this row, the
			relevant interest in respect of those securities		shares
			arises under subsection 608(8) being an
				accelerated relevant interest held in the same
				capacity.
				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
	First Sentier Investors			capacity as investment manager, as provided for	786,504 Fully Paid ordinary
	(Australia) IM Ltd ACN 114	Citibank N A Hong Kong		under its investment mandates. In addition, if any	786,504
	194 311			OTC derivatives, warrants or other securities
use				(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.
				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
personal	First Sentier Investors	Citicorp Nominees Pty		capacity as investment manager, as provided for		Fully Paid ordinary
(Australia) IM Ltd ACN 114		under its investment mandates. In addition, if any	1,861,408	1,861,408
194 311	Limited (Australia)		OTC derivatives, warrants or other securities		shares
			(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.
				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
	First Sentier Investors	Northern Trust		capacity as investment manager, as provided for		Fully Paid ordinary
	(Australia) IM Ltd ACN 114		under its investment mandates. In addition, if any	511,918	511,918
	194 311	Company		OTC derivatives, warrants or other securities		shares
				(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.
				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
For				vote attached to securities and/or to control the
			exercise of the power to dispose of securities in its
First Sentier Investors	State Street Global		capacity as investment manager, as provided for		Fully Paid ordinary
(Australia) IM Ltd ACN 114	Advisors (Australia)		under its investment mandates. In addition, if any	444,687	444,687
	194 311	Limited		OTC derivatives, warrants or other securities		shares
				(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.
				Mitsubishi UFJ Financial Group Inc. (MUFG) owns
				100% of First Sentier Investors Holdings Pty
				Limited (indirectly) and has informed First Sentier
				Investors Holdings Pty Limited that it has a
				relevant interest in the shares noted in this column.
				Accordingly, First Sentier Investors Holdings Pty
	Mitsubishi UFJ Financial	Mitsubishi UFJ		Limited has a relevant interest or voting power in		Fully Paid ordinary
		those shares pursuant to section 608(3) or section
	Group	Financial Group		4,930,877 shares	4,930,877
				12(2)(a) of the Corporations Act (as relevant).
				MUFG has not provided any further details of that
				relevant interest - accordingly no transaction
				information is recorded in Appendix B or holder
				information is recorded in Section 4. Reference is
				made to any subsequent filing of MUFG which will
				reflect this interest.

5. Changes in association

The persons who have become associates (2) of, 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

only
	6. Addresses
	The addresses of persons named in this form are as follows:
	Name					Address
use	First Sentier Investors Realindex Pty Ltd ACN 133 312 017	Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue, Barangaroo NSW 2000, Australia
First Sentier Investors (Australia) IM Ltd ACN 114 194 311	Level 5, Tower Three International Towers Sydney, 300 Barangaroo Avenue, Barangaroo NSW 2000, Australia
Mitsubishi UFJ Financial Group				2-7-1, Marunouchi, Chiyoda-ku, Tokyo 100-8330, Japan
		Signature
personalFor		print name	Poh Wan Lee	capacity	Company Secretary
	sign here		date	23/05/2022

Annexure A

This is annexure A referred to in Form 604, Notice of change of interest of substantial holder dated

19/05/2022

For personal use only

Dated the 23/05/2022

SCHEDULE

First Sentier Investors (Malta) Limited (Company Code C41267)

First Sentier Investors (Malta) Holdings Limited (Company Code C41260)

CFSIM (Company No. 00153197)

First Sentier Investors (Luxembourg) EDIF II GP S.Á.R.L (Company No. B204413)

First Sentier Investors (Australia) Services Pty Limited (ACN 624 305 595)

First Sentier Investors (Australia) IM Ltd (ACN 114 194 311)

First Sentier Investors (Australia) Infrastructure Holdings Ltd (ACN 085 313 926) First Sentier Investors (Australia) Infrastructure Managers Pty Ltd (ACN 101 384 294) First Sentier Investors Strategic Investments Pty Limited (ACN 625 765 399)

First Sentier Investors (Australia) RE Ltd (ACN 006 464 428)

First Sentier Investors Asia Holdings Limited (ACN 054 571 701)

First Sentier Investors Realindex Pty Ltd (ACN 133 312 017)

First Sentier Investors (Luxembourg) EDIF I Feeders MC S.A.R.L (Company No. B134314) First Sentier Infrastructure Managers (International) Limited (Company No. 298444)

First Sentier Investors (UK) IM Limited (Company No. SC047708)

First Sentier Investors (UK) Services Limited (Company No. 03904320)

First Sentier Investors (Hong Kong) Limited (CR No. 0206616)

First Sentier Investors (Ireland) Limited (Company No. 629188)

First Sentier Investors (Japan) Limited (Company No. 0104-01-093090)

First Sentier Investors (Singapore) (COMPANY NO. 196900420D)

First Sentier Investors Europe Holdings Limited (Company No. 03904310)

First Sentier Investors (UK) Funds Limited (Company No. 02294743)

First Sentier Investors (US) LLC (File Number 546 9442)

First Sentier Investors (Luxembourg) EDIF I MC S.A.R.L (Company No. B128117) First Sentier Investors (Singapore) Holdings Limited (Registration No. 199901706Z) First Sentier Investors International IM Limited (Company No. SC079063)

First Sentier Investors (Hong Kong) Nominees Limited (CR NO. 0206615)

FSIB LTD (Registration No. 26193)

Mitsubishi UFJ Financial Group, Inc (Registration No. 0100-01-073486) Mitsubishi UFJ Trust and Banking Corporation (Registration No. 0100-01-008770) SI Holdings Limited (Company No. SC109439)

First Sentier Investors (Hong Kong) AMC Limited (CR NO. 0580652)