Thorney International Pty Ltd ABN 57 132 886 698

Level 39, 55 Collins Street, Melbourne Vic 3000

Telephone +61 3 9921 7116 Facsimile +61 3 9921 7100

4 September 2014

BY ASX ONLINE - 4 pages

Manager Company Announcements

ASX Limited

Level 10

20 Bond Street

SYDNEY 2000

Dear Sir/Madam,

Change of interests of substantial holder Austin Engineering Limited [ASX:ANG]

Following is a Form 604 Notice of change of interests of substantial holder dated 4

September 2014 in accordance with section 671B of the Corporations Act 2001. Yours sincerely,

AVEE WAISLITZ

Secretary

Form 604

Corporations Act 2001
Section 671B

Notice of change of interests of substantial holder

To: company name/scheme

AUSTIN ENGINEERING LIMITED

ABN

66 078 480 136

1. Details of substantial holder

Name

Thorney International Pty Ltd and each of the entities listed in the attached Annexure "A" to this notice

ACN (if applicable)

132 886 698

There was a change in the interests of the substantial holder on 2-Sep-14
The previous notice was given to the company on 14-Jan-14
The previous notice was dated 14-Jan-14

2. Previous and present voting power

The total number of shares 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of Securities

Previous Notice

Present Notice

Person's votes

Voting power

Person's votes

Voting power

Ordinary Shares

7,055,091

8.55%

9,351,844

11.10%

3. Changes in relevant interests


Particulars of each change in, or change in the nature of, relevant interests 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 are as follows:

Date of

Change

Person whose relevant interest changed

Nature of change

Consideration given in relation to Change

Class and number of securities affected

Person's votes affected

27-Feb-14

to

28-Feb-14

Thorney

International

Pty Ltd

Market purchases

Market prices

420,000 ordinary shares

420,000

27-Feb-14 to

28-Feb-14

Each of the entities listed in Annexure A (other than Thorney International Pty Ltd)

Deemed relevant interest in shares beneficially owned by Thorney International Pty

Ltd by virtue of section

608(3) of the Corporations

Act 2001

Nil

420,000 ordinary shares

420,000

2-Sep-14

To

3-Sep-14

Thorney International Pty Ltd and each of the entities listed in Annexure A

Deemed relevant interest by virtue of section 608(3) of the Corporations Act 2001 (and section 608(1) for Thorney Management Services Pty Ltd) in shares purchased by Thorney Opportunities Ltd

Nil

1,876,753 ordinary shares

1,876,753

4. Present relevant interests

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

Holder of

relevant interest

Registered holder of

securities

Person entitled to

be registered as holder

Nature of relevant

interest

Class and

number of shares

Person's

votes

Thorney

International

Pty Ltd

HSBC Custody

Nominees (Australia) Ltd

Thorney

International

Pty Ltd

Beneficial Owner

7,475,091 ordinary shares

7,475,091

Thorney Investment Group Australia Pty Ltd

As above

As above

Deemed relevant interest in shares beneficially owned by Thorney International Pty Ltd by virtue of section

608(3) of the

Corporations Act

2001

7,475,091 ordinary shares

7,475,091

Jamahjo Pty Ltd

As above

As above

Deemed relevant interest in shares beneficially owned by Thorney International Pty Ltd by virtue of section

608(3) of the

Corporations Act

2001

7,475,091 ordinary shares

7,475,091

Thorney

International Pty Ltd and each of the entities listed in

Annexure A

UBS Nominees Pty Ltd

Thorney

Opportunities Ltd

Deemed relevant interest by virtue of section 608(3) (and section 608(1) for Thorney Management Services Pty Ltd) of the Corporations

Act 2001

1,876,753 ordinary shares

1,876,753

5. Changes in association

The persons who have become associates of, ceased to be associates of, or have changed the nature of their association with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name

Nature of association

Thorney Opportunities Ltd

ACN 080 167 264

Thorney Opportunities is an associate of Thorney International Pty Ltd and each of

the entities listed in Annexure A pursuant to section 12 of the Corporations Act

6. Addresses

The addresses of persons named in this form are as follows:

Name

Address

Each of the entities listed in Annexure A

Refer to Annexure A

Thorney Opportunities Ltd

Level 39, 55 Collins Street, Melbourne 3000

Signature


Print name AVEE WAISLITZ Capacity SECRETARY Sign here Date: 4 September 2014

ANNEXURE 'A'

This is Annexure A referred to in the Form 604 Notice of change of interests of substantial holder signed by me and dated 4 September 2014.

......................................... AVEE WAISLITZ Secretary

SUBSTANTIAL HOLDERS - ENTITY DETAILS

Entity

Address

Jamahjo Pty Ltd, ACN 117 488 696

c/- TWF Partners, Level 4, 25 Claremont Street, South Yarra, 3141

Thistle Holdings Pty Ltd, ACN 075 051 464

Level 39, 55 Collins Street, Melbourne 3000

Thistle Custodians Pty Ltd, ACN 078 027 193

Level 39, 55 Collins Street, Melbourne 3000

Thorney Alpha Pty Ltd, ACN 162 820 537

Level 39, 55 Collins Street, Melbourne 3000

Thorney Beta Pty Ltd, ACN 162 828 677

Level 39, 55 Collins Street, Melbourne 3000

Thorney Holdings Pty Ltd, ACN 006 262 835

Level 39, 55 Collins Street, Melbourne 3000

Thorney International Pty Ltd, ACN 132 886 698

Level 39, 55 Collins Street, Melbourne 3000

Thorney Investment Group Australia Pty Ltd, ACN 117 488 892

Level 39, 55 Collins Street, Melbourne 3000

Thorney Management Services Pty Ltd, ACN 164 880 148

Level 39, 55 Collins Street, Melbourne 3000

Thorney Omega Pty Ltd, ACN 163 964 636

Level 39, 55 Collins Street, Melbourne 3000

TIGA Property Pty Ltd, ACN 117 811 453

Level 39, 55 Collins Street, Melbourne 3000

TIGA (Ballarat) Pty Ltd, ACN 117 812 030

Level 39, 55 Collins Street, Melbourne 3000

TIGA Finance Pty Ltd, ACN 118 521 412

Level 39, 55 Collins Street, Melbourne 3000

TIGA (Hawthorn) Pty Ltd, ACN 126 952 663

Level 39, 55 Collins Street, Melbourne 3000

TIGA Tails Pty Ltd, ACN 080 534 416

Level 39, 55 Collins Street, Melbourne 3000

TIGA Trading Pty Ltd, ACN 118 961 210

Level 39, 55 Collins Street, Melbourne 3000

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