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

telephone: 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

2 May 2006

Re: Notice of initial substantial holding~ Miller's Retail Limited (MRL)

We enclose notice of initial substantial shareholding in Miller's Retail Limited. This notice is given by Challenger Financial Services Group Limited and each of its subsidiaries named in Annexure 1 to this notice.

Yours faithfully

Chris Robson Company Secretary

attach

Melbourne

Brisbane

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

Level 9, 176 Eagle Street Brisbane QLD 4000 telephone 07 3218 8000 facsimile 07 3220 3132

Perth

Level 2, 141 St Georges Terrace Perfh WA 8000 telephone 08 9480 2800 faceimile 08 9322 9289

Adelaide

Level 9, T & G Building 82 King Street Adelaide SA 5000 telephone 08 8211 7777 facsimile 08 8212 1661

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:

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

Signature

This is page 1 of 3 pages of Annexure 1 referred to in Form 603 signed by me and dated 02/05/2006

UC

Chris Robson
Company Secretary

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This is page 2 of 3 pages of Annexure 1 referred to in Form 603 signed by me and dated 02/05/2006

Chl ______________________________________

Chris Robson
Company Secretary

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This is page 3 of 3 pages of Annexure 1 referred to in Form 603 signed by me and dated 02/05/2006

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J.

Chris Robson Company Secretary

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This is page 1 of 4 pages of Annexure 2 referred to in Form 603 signed by me and dated 02/05/2006

Chel $\overline{\phantom{a}}$

Chris Robson

Transactions on ordinary fully paid shares:

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