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CHALLENGER LIMITED Major Shareholding Notification 2012

Jul 5, 2012

64641_rns_2012-07-05_ecd88898-44e4-4287-b5e5-78cbbefa83ba.pdf

Major Shareholding Notification

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Sydney

6 July 2012

The Manager Company Announcements Office ASX Limited 20 Bridge Street

Level 15, 255 Pitt Street Sydney NSW 2000 Australia GPO Box 3698 Sydney NSW 2001 www.challenger.com.au

Telephone 02 9994 7000 Facsimile 02 9994 7777

SYDNEY NSW 2000

By electronic lodgement

Dear Sir

Re: Notice of initial substantial holder ~ Oakton Limited (OKN)

We enclose notice of initial substantial holder in Oakton Limited. This notice is given by Challenger Limited and each of its subsidiaries named in Annexure 1 to this notice.

Yours faithfully

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Suzie Koeppenkastrop

Company Secretary

attach

Melbourne Level 19, 31 Queen Street PO Box 297, Flinders Lane, Melbourne VIC 3000 Telephone 02 9994 7000 Facsimile 02 9994 7777 Brisbane Level 7, 320 Adelaide Street GPO Box 3234, Brisbane QLD 4001 Telephone 07 3136 5400 Facsimile 07 3136 5407 Perth Level 2, 168 St Georges Terrace, Perth WA 6000 Telephone 08 9261 7412 Facsimile 08 9321 5277 Adelaide Level 7, Suite 714, 147 Pirie Street Adelaide SA 5000 Telephone 08 7071 7042 Facsimile 08 8227 0395

Challenger Limited ABN 85 106 842 371 Challenger Group Services Pty Limited ABN 91 085 657 307 Challenger Life Company Limited ABN 44 072 486 938 AFSL 234670 Howard Commercial Lending Limited ABN 65 000 033 143 Challenger Listed Investments Limited ABN 94 055 293 644 AFSL 236 887 CIF Investment Trust 1 ARSN 114 139 703 CIF Investment Trust 2 ARSN 114 139 632 Challenger Wine Trust ARSN 092 960 060 Challenger Diversified Property Trust 1 ARSN 121 484 606 Challenger Diversified Property Trust 2 ARSN 121 484 713 Challenger Management Services Limited ABN 29 092 382 842 AFSL 234 678 Challenger Retirement and Investment Services Limited ABN 80 115 534 453 AFSL295642 RSE Licence No. L0001304 Challenger Mortgage Management Pty Ltd ABN 72 087 271 109 Challenger Securitisation Management Pty Ltd ABN 56 100 346 898 AFSL 244593

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

Oakton Limited

ACN 007 028 711

ACN/ARSN

1. Details of substantial holder (1) Name ACN / ARSN (if applicable)

Challenger Limited (and entities listed in Annexure 1) 106 842 371

The holder became a substantial holder on

04 / 07 / 2012

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:

Class of securities(4) Number of securities Persons’ votes(5) Voting power(6)
Ordinary Fully Paid Same aspersons votes 4,654,964 5.02%

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(7) Class and number of securities
See Annexure 2
See Annexure 1 The relevant interest arises by
Challenger Limited and the
entities listed in Annexure 1.

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
interest		 Registered holder of
securities		 Person entitled to be
registered as holder(8)		 Class and number of
securities
Challenger
Limited and each
other entity
named in
Annexure 1		 National
Custodian
Services		 National Custodian
Services		 3,588,747
(fully paid ordinary
shares)
JP Morgan
Nominees
Australia Ltd		 JP Morgan Nominees
Australia Ltd		 1,066,217
(fully paid ordinary
shares)

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
interest		 Date of acquisition Consideration (9) Consideration (9) Class and number of
securities
Cash Non-cash
See Annexure 1 See Annexure 2 See
Annexure 2		 See Annexure 2

603 2/2 15 July 2001

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 N/A N/A

7. Addresses

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

Name Address Challenger Limited and each Level 15, 255 Pitt Street, Sydney entity named in Annexure 1

Signature

print name Suzie Koeppenkastrop capacity Company Secretary

sign here

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date 06/07/2012

DIRECTIONS

  • (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

  • (2) See the definition of “associate” in section 9 of the Corporations Act 2001.

  • (3) See the definition of “relevant interest” in sections 608 and 671B(7) of the Corporations A.

  • (4) The voting shares of a company constitute one class unless divided into separate classes.

  • (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

  • (6) The person’s votes divided by the total votes in the body corporate or scheme multiplied by 100.

  • (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of “relevant agreement” in section 9 of the Corporations Act 2001.

  • (8) If the substantial holder is unable to determine the identity of the person (eg. If the relevant interest arises because of an option) write “unknown”.

  • (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure 1

This is page 1 of 4 pages of Annexure 1 referred to in Form 603 signed by me and dated 06/07/2012

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Suzie Koeppenkastrop

Company Secretary

Suzie Koeppenkastrop
Company Secretary
Company/Scheme ABN/ARSN
Challenger Limited 85 106 842 371
Allfine Holdings PtyLtd 84 100 231 918
Belvino Investments No.2 PtyLimited 149 254 919
Bluezen PtyLtd 94 100 220 175
CDPG Australia PtyLimited 124 498 095
Cescade PtyLimited 76 096 097 399
CFSG Holdings No. 2 Victoria PtyLimited 107 601 605
Challenger Alpha PropPtyLtd 143 881 921
Challenger Direct PtyLtd 52 006 475 501
Challenger Diversified PropertyDevelopment PtyLimited 121 624 833
Challenger Financial Services Limited 38 087 464 131
Challenger FM 2 Holdings PtyLimited 85 080 036 657
Challenger FM Nominees PtyLimited 130 035 353
Challenger Funds Management Holdings PtyLimited 107 728 030
Challenger GroupHoldings Limited 50 002 993 302
Challenger GroupPtyLtd 85 003 374 196
Challenger GroupServices PtyLtd 91 085 657 307
Challenger Home Loan Corporation PtyLimited 058 891 302
Challenger InventoryFinance ServicingPtyLimited 36 107 706 810
Challenger LBC Terminals Australia PtyLimited 125 211 770
Challenger Life CompanyHoldings PtyLtd 60 006 381 193
Challenger Life CompanyLimited 44 072 486 938
Challenger Life Nominees No.2 Limited 34 078 627 013
Challenger LifeNomineesNo.3PtyLimited 151 482 147
Challenger Life Nominees PtyLtd 39 091 336 793
Challenger Life SubsidiaryHoldings Ltd 38 099 742 122
Challenger Listed Investments Limited 94 055 293 644
Challenger Managed Investments(International)PtyLtd 120 871 212
Challenger Management Services Limited 29 092 382 842
Challenger Margin LendingPtyLimited 47 091 338 822
Challenger Mortgage Management PtyLimited 72 087 271 109
Challenger Non-ConformingFinance PtyLtd 107 725 486
Challenger Originator Finance PtyLtd 095 085 466
Challenger PropertyAsset Management PtyLtd 90 077 569 021
Challenger REIT AFSL PtyLimited 143430773
Challenger Retirement and Investment Services Limited 115 534 453
Challenger Securitisation Management PtyLimited 56 100 346 898
Challenger Skybridge(Fund)HoldingCompanyPtyLtd 130 888 292
Challenger Skybridge(Group)HoldingCompanyPtyLtd 130 888 327
Challenger Skybridge(Hastings)HoldingCompanyPtyLtd 130 888 274
Challenger Special ServicingPtyLtd 77 107 707 415
Challenger TreasuryLimited 47 093 307 996
Challenger WindHoldingsPtyLimited 151 496 061

Annexure 1

This is page 2 of 4 pages of Annexure 1 referred to in Form 603 signed by me and dated 06/07/2012

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Suzie Koeppenkastrop

Company Secretary

Suzie Koeppenkastrop
Company Secretary
Company/Scheme ABN/ARSN
Challenger Wholesale Finance Holdings PtyLimited 087 284 240
CPHIC Investments PtyLtd 95 093 340 526
CSPP1 Broadbeach PtyLtd 122 460 977
CSPP1 Investment Company1 PtyLimited 120 463 023
CSPP1 Maitland PtyLtd 122 460 968
CSPP1 Mavis Court PtyLtd 122 461 983
EMIF Holdings PtyLtd 130 565 169
Endowment Warrants Limited 45 009 568 503
Fidante Partners AlphinityHoldings PtyLtd 140 716 016
Fidante Partners Ardea Holdings PtyLtd 133 865 853
FidantePartnersBentham HoldingsPtyLtd 140715 573
Fidante Partners Five Oceans Holdings PtyLtd 143 836 373
Fidante Partners Holdings PtyLimited 123 318 650
Fidante Partners Kapstream Holdings PtyLimited 123 319 460
Fidante Partners Kinetic Holdings PtyLimited 152 375 436
Fidante Partners Limited 94 002 835 592
Fidante Partners Merlon Holdings PtyLtd 140 715 662
FidantePartnersMIR HoldingsPtyLimited 143 376 961
Fidante Partners NovaPort Holdings PtyLtd 140 715 797
Fidante Partners Services Limited 44 119 605 373
Fidante Partners Wavestone Holdings PtyLimited 133 626 276
GasValpo Finance PtyLtd 003 376 529
Howard Commercial LendingLimited 65 000 033 143
Inexus Australian Holdings CompanyLimited 115 840 661
LANV PtyLtd 147 224 502
Maitland Nominee Holdings PtyLimited 122 853 114
Mavis Court Development Co PtyLimited 124 112 956
MawburyPtyLimited 95 096 097 479
MIR Holdings PtyLimited 158 011 351
MIR Investment Management PtyLimited 104 642 613
MIR Nominee Holdings PtyLimited 154 029 259
OaklandsHill PtyLtd 149 814559
OaklandsHill WindFarm PtyLtd 126 595 935
Talavera HerringPtyLimited 34 086 068 984
The LibertyGroupConsortium PtyLtd 79 082 564 289
TLG Services PtyLimited 20 092 500 608
TLGH PtyLimited 85 092 927 467
TRE Data Centres Canberra PtyLtd 141 881 227
Waterford CountyPtyLimited 122 853 089

Annexure 1

This is page 3 of 4 pages of Annexure 1 referred to in Form 603 signed by me and dated 06/07/2012

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Suzie Koeppenkastrop

Company Secretary

Overseas Companies Appia Europe Limited Appia Finance 2 Limited Appia Finance Limited Appia Group Limited (Jersey) Appia Investments Limited CDPG Luxembourg Holdings SARL CDPG Luxembourg II SARL CDPG Luxembuorg SARL CDPG Malta Limited Challenger Connections Limited Challenger Connections Mid Company Limited Challenger DPG France II SAS Challenger DPG France SAS Challenger Group Services (UK) Limited Challenger Harbourmasters Holdings Jersey Limited Challenger Holding (Vagyonkezelo) KFT Challenger Hungary International Capital Investment and Management Ltd Liability Company Challenger Jersey I3 Limited Challenger Jersey Management Limited Challenger Jersey Trustee Limited Challenger LBC Terminals Holding Company Limited Challenger LBC Terminals Jersey Limited Challenger LBC Terminals Limited Challenger Life (UK) Limited Challenger Luxembourg Holding No. 1A SARL Challenger Luxembourg Holding No. 1B SARL Challenger Luxembourg Holding No. 2 SARL Challenger Management Services (UK) Limited Challenger MBK Emerging Market Infrastructure Fund Pte. Ltd Challenger MBK Fund Management Pte. Ltd Challenger Northern Gas Ltd (Jersey) Challenger SCR LLP Member Limited Challenger SkyBridge Fund (LP) Limited Challenger SkyBridge Fund (SLP) Limited Challenger Southern Water Limited Challenger Structured Credit Management Limited

Annexure 1

This is page 4 of 4 pages of Annexure 1 referred to in Form 603 signed by me and dated 06/07/2012

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Suzie Koeppenkastrop

Company Secretary

Overseas Companies Challenger Towers Ltd (Jersey) Challenger UK Tank Storage Limited Challenger UK Terminals Ltd Challenger Wales and the West Gas Ltd (Jersey) Challenger Welcome Break Limited Clashfern Investments (UK) Limited CMS (UK) Pty Limited GasValpo Jersey Holding Company Limited Greensands Holdings Jersey Limited GV Cayman Company Limited GV Chile Holding Limitada GV Chile Limitada GV Jersey Trustee Company Limited GV Jersey Trustee Company No. 2 Limited Inexus Group Holdings Inexus Group Limited Interstar Home Loan Corporation NZ Limited (Foreign) Kabushiki Kaisha C & K Lazor Mangro Namroc Oikos Limited Oikos Storage Limited Rozal Rozalia Park Sabrand Limited SCI Aulnay Invest SCI Gennevilliers Invest Structured Credit Research LLP

Annexure 2 Document

Annexure 2

This is page 1 of 1 page of Annexure 2 referred to in Form 603 signed by me and dated

06/07/2012

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Suzie Koeppenkastrop

Transactions: Oakton Limited (OKN) As at 04/07/2012 Ordinary Fully Paid

Date of Change Holder of relevant interest ~~Nature of~~
Change		 Consideration ~~Number of~~
securities		 ~~Person's Votes~~
Affected
20/12/2010 Challenger Limited(the entities listed in Annexure 1) Buy 20,242.17 8,541 8,541
21/12/2010 As above Buy 1,179,501.60 491,459 491,459
22/12/2010 As above Buy 540,869.70 231,904 231,904
23/12/2010 As above Buy 626,486.73 268,096 268,096
10/01/2011 As above Buy 460,000.00 200,000 200,000
13/01/2011 As above Buy 450,000.00 200,000 200,000
14/01/2011 As above Buy 567,500.00 250,000 250,000
11/02/2011 As above Buy 72,668.08 29,782 29,782
14/02/2011 As above Buy 89,157.60 36,540 36,540
15/02/2011 As above Buy 221,952.16 90,964 90,964
17/02/2011 As above Buy 30,212.08 12,382 12,382
24/02/2011 As above Buy 52,013.48 21,317 21,317
24/02/2011 As above Buy 1,172,010.08 480,332 480,332
25/02/2011 As above Buy 2,779.16 1,139 1,139
03/03/2011 As above Buy 210,388.40 91,255 91,255
04/03/2011 As above Buy 4,303.26 1,839 1,839
09/03/2011 As above Buy 62,564.52 26,906 26,906
09/03/2011 As above Buy 104,017.64 44,733 44,733
10/03/2011 As above Buy 82,016.94 35,267 35,267
16/03/2011 As above Buy 7,525.77 3,563 3,563
16/03/2011 As above Buy 28,221.10 13,361 13,361
23/03/2011 As above Buy 84,589.68 39,762 39,762
01/04/2011 As above Buy 750,000.10 326,087 326,087
06/04/2011 As above Buy 125,950.00 55,000 55,000
06/04/2011 As above Buy 801,500.00 350,000 350,000
11/04/2011 As above Buy 3,136.00 1,400 1,400
12/04/2011 As above Buy 128,829.36 57,042 57,042
13/04/2011 As above Buy 41,628.12 18,453 18,453
14/04/2011 As above Buy 74,642.39 32,514 32,514
15/04/2011 As above Buy 54,688.10 23,944 23,944
18/04/2011 As above Buy 35,231.60 15,583 15,583
19/04/2011 As above Buy 32,514.99 14,320 14,320
20/04/2011 As above Buy 36,754.80 16,093 16,093
21/04/2011 As above Buy 64,704.74 28,571 28,571
27/04/2011 As above Buy 36,722.09 16,097 16,097
28/04/2011 As above Buy 51,234.11 22,298 22,298
29/04/2011 As above Buy 36,681.11 15,949 15,949
02/05/2011 As above Buy 63,934.35 27,958 27,958
10/05/2011 As above Buy 606,563.98 290,222 290,222
10/05/2011 As above Buy 229,436.02 109,778 109,778
20/05/2011 As above Buy 20,045.00 9,500 9,500
09/08/2011 As above Buy 85,852.50 50,000 50,000
09/08/2011 As above Buy 85,852.50 50,000 50,000
06/03/2012 As above Buy 352,410.00 300,000 300,000
04/04/2012 As above Sell 4,298,002.36 3,137,228
-		 3,137,228
04/04/2012 As above Buy 4,298,002.36 3,137,228 3,137,228

Page 1 of 2

04/04/2012 As above Buy 32,516.90 25,013 25,013
11/04/2012 As above Buy 22,588.25 16,495 16,495
11/04/2012 As above Buy 3,430.35 2,505 2,505
12/04/2012 As above Buy 17,486.68 12,764 12,764
12/04/2012 As above Buy 2,655.06 1,938 1,938
13/04/2012 As above Buy 10,384.94 7,588 7,588
13/04/2012 As above Buy 1,576.63 1,152 1,152
16/04/2012 As above Buy 34,627.02 25,405 25,405
16/04/2012 As above Buy 5,257.09 3,857 3,857
17/04/2012 As above Buy 31,738.79 23,167 23,167
17/04/2012 As above Buy 4,819.66 3,518 3,518
18/04/2012 As above Buy 4,242.89 3,097 3,097
18/04/2012 As above Buy 643.90 470 470
19/04/2012 As above Buy 122,556.47 90,188 90,188
19/04/2012 As above Buy 18,607.42 13,693 13,693
20/04/2012 As above Buy 16,784.04 12,296 12,296
20/04/2012 As above Buy 2,548.46 1,867 1,867

4,654,964

Page 2 of 2

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