Challenger Financial Services Group Limited
ACN 106 842 371

Sydney

Level 41, Aurora Place 88 Phillip Street Sydney NSW 2000 Australia www.challenger.com.au

felephone: 02 9994 7000 facsimile: 02 9994 7777

The Manager Companies Announcement Platform Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

By electronic lodgement

Dear Sir

Re: Initial Substantial Holder Notice~ B Digital Limited (BBB)

We enclose notice of Initial Substantial Holder in B Digital Limited.. This notice is given by Challenger Financial Services Limited and each of its subsidiaries named in Annexure 1 to this notice.

Yours, faithfully

G A Browne Deputy Company Secretary

attach

Melbourne

Level 41, 101 Collins Street
Melbourne VIC 3000
telephone 03 8616 1000 facsimile 03 8616 1111

Brisbane

Level 9, 175 Eagle Street
Brisbane QLD 4000
telephone 07 3216 8000
tacsimile 07 3220 3132

Perth

Level 2, 141 St Georges Terrace Perth WA 6000
telephone 08 9480 2800
facsimile 08 9322 9289

Adelaíde

Level 9, T & G Building 82 King Street
Adelaide SA 5000 telephone 08 8211 7777
facsimile 08 8212 1061

15 December 2004

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

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:

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:

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

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:

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

7. Addresses

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

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Signature

Annexure 1

This is page 1 of 3 pages of Annexure 1 referred to in Form 603 signed by me and dated 15/12/2004.

G.A. Browne

Annexure 1

This is page 2 of 3 pgges of)Annexure 1 referred to in Form 603 signed by me and dated 15/12/2004.

лÁ G.A. Browne Deputy Company 26 elegry

Annexure 1

This is page 3 of 3 pages of Annexure 1 referred to in Form 603 signed by me and dated 15/12/2004.

G. A. Browne

$\bar{a}$

ANNEXURE 2

Challenger Smaller Companies Fund for Challenger Smaller Companies Fund Challenger Portfolio Management Limited National Nominees on behalf of Warakirri Smaller Companies Fund

$\hat{\mathcal{E}}$

Balance as at: 14/12/04

$\hat{\boldsymbol{\beta}}$

$\bar{u}$

30,076,360

916,525