CALEDONIA

Level 18, Gateway, 1 Macquarie Place, Sydney, NSW 2000 Australia Telephone: (61-2) 9255 7600 Facsimile: (61-2) 9255 7610 e-mail: [email protected]

Caledonia Investments Pty Limited (ABN: 17 055 008 556) (AFS Licence No. 253012) Caledonia (Private) Investments Pty Limited (ABN: 58 003 977 115) (AFS Licence No. 254432)

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Form 604

Corporations Act 2001

Section 6718

Notice of change of interests of substantial holder

1. Details of substantial holder(1)

2. Previous and present voting power

The total number of votos 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 when last required, and when now

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the
substantial holder was last required to give

4. Present relevant interests

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

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

6. Addresses

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

Signature

DIRECTIONS

• $\left\langle 1\right\rangle$ 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 6 of the form
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "refevant interest" in sections 608 and 671B(7) of the Corporations Act 2001
• $\langle 4 \rangle$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a copy of any (a) 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.

• 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, becom e $\left( 7\right)$ 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
• If the substantial holder is anable to determine the identity of the person (eg. If the relevant interest arises because of an option) write "unknown". (8)
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice (9)

ANNEXURE A

This is page 1 of 1 pages of Annexure A referred to in Form 604 "Notice of change of interests of substantial holder".

Company: Challenger Limited ACN/ARSN 106 842 371

The associated entities of Caledonia (Private) Investments Pty Limited are:

Mark A. Nelson

J. William Vicars

Each entity has Level 18, Gateway , I Macquarie Place, Sydney NSW 2000 as its registered office.

$\%$ SO

Bernard Stanton Director

Date 24 May 2012