Smartgroup : Becoming a substantial holder from CBA

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

	To: Company Name/Scheme:	SMARTGROUP CORPORATION LTD
	ACN/ARSN:	126 266 831
	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:	24/02/2022
	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
only
use	an associate had a relevant interest in on the date the substantial holder became a substantial holder are as follows:
	Class of securities		Number of securities	Person's votes		Voting power (%)
Fully paid Ordinary shares		47,436	47,436		0.04%
			For the Securities (if any) listed below see NOTE 1 at the end of this form
	Class of securities		Number of securities	Person's votes		Voting power (%)
Fully paid Ordinary shares		6,629,291	6,629,291		4.97%
	Class of securities		Number of securities	Person's votes		Voting power (%)
	GRAND TOTAL
		Fully paid Ordinary shares		6,676,727	6,676,727		5.00%
For personal

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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:

	Holder of relevant interest	Nature of relevant interest	Class and number of securities
only		Relevant interest under paragraph 608(3)(a) of the
	Corporations Act 2001 (Cth), being a relevant interest
	arising as a result of CBA and its related bodies
	corporate listed in Annexure A having voting power in
CBA and its related bodies corporate listed in	Avanteos Investments Limited and Colonial First
State Investments Limited above 20%,and therefore	6,661,494 Fully paid Ordinary shares
Annexure A	having the relevant interests in any securities that
	either of Avanteos or Colonial First State has. As
	neither CBA nor any of its related bodies corporate are
	entitled to be registered as the holder of those
	securities, their ability to vote and dispose of those
	securities is qualified accordingly.
	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
use		registered holder of the relevant securities in its
Avanteos Investments Limited ACN 096 259	capacity as a superannuation trustee and in its capacity
as administrator of managed accounts. In addition, if	32,203 Fully paid Ordinary shares
979	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.
	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
personal	Commonwealth Bank Officers	securities and/or to control the exercise of the power to
dispose of securities in its capacity as trustee for the
Superannuation Corporation Pty Limited ACN	Officers' Superannuation Fund. In addition, if any	15,233 Fully paid Ordinary shares
074 519 798	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.
		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
	Colonial First State Investments Limited (Note	ordinary shares or ordinary units (as applicable)) are
	referred to below in this row, the relevant interest in	6,629,291 Fully paid Ordinary shares
	1) ACN 002 348 352	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 securities managed by the manager to
For		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.
		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
	Colonial First State Investments Limited ACN	dispose of securities in its capacity as a responsible
	entity of a managed investment scheme (which	6,629,291 Fully paid Ordinary shares
	002 348 352	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.

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4. 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	Registered holder of	Person entitled to be	Class and number of securities
	interest	securities	registered as holder
	Avanteos Investments Limited ACN 096 259	Avanteos Investments Limited		32,203	Fully paid Ordinary
	979		shares
onlyusepersonalFor	Commonwealth Bank Officers	Citicorp Nominees Pty Limited		15,233	Fully paid Ordinary
Superannuation Corporation Pty Limited ACN
074 519 798	(Australia)			shares
	Colonial First State Investments Limited (Note				Fully paid Ordinary
	1) ACN 002 348 352	Citibank N A Hong Kong		4,617,504 shares
	Colonial First State Investments Limited (Note	Citicorp Nominees Pty Limited		1,615,699	Fully paid Ordinary
	1) ACN 002 348 352	(Australia)			shares
	Colonial First State Investments Limited (Note	Northern Trust Company		128,103	Fully paid Ordinary
	1) ACN 002 348 352		shares
	Colonial First State Investments Limited (Note	UBS Nominees Pty Ltd		267,985 Fully paid Ordinary
	1) ACN 002 348 352				shares

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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:

Holder of relevant	Date of acquisition	Consideration	Class and number of securities
interest

CashNon-cash

See annexure B to this notice

For personal use only

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6. 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
Commonwealth Bank Officers		A direct wholly-owned subsidiary, and therefore related body corporate, of Commonwealth Bank of
Superannuation Corporation Pty	ACN 074 519 798
Australia
Limited

For personal use only

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