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CHALLENGER LIMITED Major Shareholding Notification 2016

Nov 30, 2016

64641_rns_2016-11-30_13d4efb5-576a-42c7-951a-134336b9b748.pdf

Major Shareholding Notification

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Sydney

Level 2, 5 Martin Place Sydney NSW 2000 Australia GPO Box 3698 Sydney NSW 2001 www.challenger.com.au

Telephone 02 9994 7000 Facsimile 02 9994 7777

1 December 2016

The Manager Company Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

By electronic lodgement

Dear Sir/Madam

Re: Notice of change of interests of substantial holder – Vocus Communications Limited (VOC)

We enclose notice of change of interests of substantial holder in Vocus Communications 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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Andrew Brown 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 9, 241 Adelaide Street GPO Box 3234, Brisbane QLD 4001 Telephone 07 3136 5400 Facsimile 07 3136 5407 Perth Level 5, 50 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 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 Investment Solutions Management Pty Ltd ABN 63 130 035 353 AFSL 487354 Challenger Mortgage Management Pty Ltd ABN 72 087 271 109 Challenger Securitisation Management Pty Ltd ABN 56 100 346 898 AFSL 244593

==> picture [18 x 842] intentionally omitted <==

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To
Company Name/Scheme		 Vocus Communications Limited Vocus Communications Limited
ACN/ARSN 084 115 499
1. Details of substantial holder(1)
Name Challenger Limited (and its entities listed in Annexure 2)
ACN/ARSN (if applicable) 120 328 529
There was a change in the interests of the substantial holder on 29/11/2016
The previous notice was given to the company on 26/09/2016
The previous notice was dated 26/09/2016

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Classof securities (4) Previous notice Previous notice Present notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Ordinary Fully Paid 31,102,718 5.04% 37,674,322 6.08%

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 a substantial holding notice to the company or scheme are as follows:

Date of change Person whose relevant
interest changed		 Nature of change (6) Consideration given in
relation to change (7)		 Class and number of
securities affected		 Person's votes
affected
Refer
Annexure 1		 Challenger Limited
(and its entities
listed in Annexure
2)
Refer
Annexure 1		 Refer
Annexure 1		 Refer
Annexure 1		 Refer
Annexure 1

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 Registered holder of Person entitled to be **Nature of relevant interest (6) ** Class and number of Person's votes
interest securities registered as holder securities
(8)
Challenger Limited (and Citicorp Nominees
Citicorp		 Ordinary Fully Paid 8,563,021 8,563,021
its entities listed in
Annexure 2)		 Pty Limited Nominees Pty
Limited		 securities purchased
and sold on market		 (Ordinary Fully
Paid)
and acquired (via
Dividend Reinvestment
Plan) by Challenger
Limited (and its
entities listed in
Annexure 2) and
obtains a relevant
interest by virtue of
section 608(3) of the
Corporations Act 2001
(Cth).
Challenger Limited (and J P Morgan J P Morgan As above 11,424,655 11,424,655
its entities listed in
Annexure 2)		 Nominees
Australia Limited		 Nominees
Australia Limited		 (Ordinary Fully
Paid)

604 page 2 / 2 15 July 2001

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Challenger Limited (and National Nominees National As above 4,095,883 4,095,883
its entities listed in Limited Nominees (Ordinary Fully
Annexure 2)
Limited Paid)
Challenger Limited (and HSBC Custody HSBC Custody As above 13,590,763 13,590,763
its entities listed in Nominees Nominees (Ordinary Fully
Annexure 2)
(Australia) Limited (Australia) Paid)
Limited
----- End of picture text -----

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:

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----- Start of picture text -----

Name and ACN/ARSN (if applicable) Nature of association
N/A N/A
6. Addresses
The addresses of persons named in this form are as follows:
Name Address
Challenger Limited (and its entities Level 2, 5 Martin Place, Sydney NSW 2000
listed in Annexure 2)
Signature
print name Andrew Brown Capacity Company Secretary
sign here date 01/12/2016
DIRECTIONS
----- End of picture text -----

  • (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 6 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 Act 2001.

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

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

  • (6) Include details of:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. 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.

  • (7) 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.

  • (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) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

Annexure 1 consists of 3 pages and is referred to in Form 604 signed by me and dated 01/12/2016

[Insert Signature Here]

Andrew Brown Company Secretary of Challenger Limited

Transactions: Company Name/Scheme: Vocus Communications Limited (VOC) As at: 29/11/2016 Class of security: Ordinary Fully Paid

Date of Change Holder of relevant interest
 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
26/09/2016 ~~Challenger Limited (and its~~
entities listed in Annexure 2)		 BUY 398,002.98 62,059 62,059
26/09/2016 same as above BUY 43,578.37 6,795 6,795
26/09/2016 same as above BUY 677,430.47 105,629 105,629
26/09/2016 same as above BUY 264,054.80 41,173 41,173
26/09/2016 same as above BUY 82,673.85 12,891 12,891
26/09/2016 same as above BUY 407,616.52 63,558 63,558
26/09/2016 same as above BUY 771,641.84 120,319 120,319
26/09/2016 same as above BUY 264,054.80 41,173 41,173
26/09/2016 same as above BUY 560,150.45 87,342 87,342
26/09/2016 same as above BUY 232,648.87 36,276 36,276
26/09/2016 same as above BUY 146,127.04 22,785 22,785
27/09/2016 same as above BUY 13,969.56 2,200 2,200
28/09/2016 same as above BUY 144,846.00 23,400 23,400
28/09/2016 same as above BUY 37,140.00 6,000 6,000
29/09/2016 same as above BUY 394,198.46 62,600 62,600
29/09/2016 same as above BUY 22,669.56 3,600 3,600
29/09/2016 same as above BUY 208,434.01 33,100 33,100
29/09/2016 same as above BUY 134,757.94 21,400 21,400
29/09/2016 same as above BUY 119,015.19 18,900 18,900
29/09/2016 same as above BUY 141,055.04 22,400 22,400
29/09/2016 same as above BUY 42,190.57 6,700 6,700
29/09/2016 same as above BUY 21,410.14 3,400 3,400
29/09/2016 same as above BUY 346,340.50 55,000 55,000
29/09/2016 same as above BUY 285,888.34 45,400 45,400
29/09/2016 same as above BUY 198,358.65 31,500 31,500
29/09/2016 same as above BUY 74,935.49 11,900 11,900
04/10/2016 same as above BUY 36,731.41 5,894 5,894
04/10/2016 same as above Buy 5,141.27 824 824
04/10/2016 same as above Buy 5,040.79 808 808
04/10/2016 same as above Buy 12,993.32 2,084 2,084
04/10/2016 same as above Buy 111,583.96 17,905 17,905
04/10/2016 same as above Buy 46,503.93 7,462 7,462
04/10/2016 same as above Buy 344,543.06 55,287 55,287
04/10/2016 same as above Buy 79,723.58 12,792 12,792
04/10/2016 same as above Buy 84,688.01 13,589 13,589
04/10/2016 same as above Buy 120,637.12 19,358 19,358
04/10/2016 same as above Buy 17,278.15 2,772 2,772
04/10/2016 same as above Buy 292,679.65 46,964 46,964
04/10/2016 same as above Buy 196,738.01 31,569 31,569
04/10/2016 same as above Buy 333,606.07 53,532 53,532
04/10/2016 same as above Buy 102,296.64 16,415 16,415
04/10/2016 same as above Buy 243,116.55 39,011 39,011
04/10/2016 same as above Buy 19,135.00 3,070 3,070
04/10/2016 same as above Buy 29,884.36 4,795 4,795
04/10/2016 same as above Buy 114,940.16 18,443 18,443
04/10/2016 same as above Buy 6,277.32 1,008 1,008
04/10/2016 same as above Buy 86,688.51 13,910 13,910
04/10/2016 same as above Buy 41,424.15 6,803 6,803
04/10/2016 same as above BUY 336,788.12 55,310 55,310
04/10/2016 same as above BUY 277,955.24 45,648 45,648
04/10/2016 same as above BUY 7,203.41 1,183 1,183
04/10/2016 same as above BUY 192,707.84 31,648 31,648
04/10/2016 same as above BUY 72,642.96 11,930 11,930
04/10/2016 same as above BUY 383,010.48 62,901 62,901

Page 1 of 3

Date of Change Holder of relevant interest Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
04/10/2016 same as above BUY 21,610.22 3,549 3,549
04/10/2016 same as above BUY 202,310.35 33,225 33,225
04/10/2016 same as above BUY 130,873.03 21,493 21,493
04/10/2016 same as above BUY 115,266.66 18,930 18,930
04/10/2016 same as above BUY 136,274.06 22,380 22,380
05/10/2016 same as above BUY 350,043.68 59,200 59,200
05/10/2016 same as above BUY 135,405.41 22,900 22,900
05/10/2016 same as above BUY 115,301.55 19,500 19,500
05/10/2016 same as above BUY 130,675.09 22,100 22,100
05/10/2016 same as above BUY 7,095.48 1,200 1,200
05/10/2016 same as above BUY 21,286.44 3,600 3,600
05/10/2016 same as above BUY 277,315.01 46,900 46,900
05/10/2016 same as above BUY 381,973.34 64,600 64,600
11/10/2016 same as above BUY 46,431.68 8,200 8,200
11/10/2016 same as above BUY 214,604.96 37,900 37,900
11/10/2016 same as above BUY 80,406.08 14,200 14,200
11/10/2016 same as above BUY 224,797.28 39,700 39,700
12/10/2016 same as above BUY 114,917.33 20,991 20,991
12/10/2016 same as above BUY 7,111.51 1,299 1,299
12/10/2016 same as above BUY 380,862.45 69,569 69,569
12/10/2016 same as above BUY 435,586.55 79,565 79,565
12/10/2016 same as above BUY 276,894.32 50,578 50,578
12/10/2016 same as above BUY 88,650.20 16,193 16,193
12/10/2016 same as above BUY 21,339.99 3,898 3,898
12/10/2016 same as above BUY 334,897.71 61,173 61,173
12/10/2016 same as above BUY 155,960.40 28,488 28,488
12/10/2016 same as above BUY 130,788.19 23,890 23,890
12/10/2016 same as above BUY 134,614.94 24,589 24,589
12/10/2016 same as above BUY 414,794.02 75,767 75,767
14/10/2016 same as above BUY 73,018.88 12,800 12,800
14/10/2016 same as above BUY 41,073.12 7,200 7,200
14/10/2016 same as above BUY 195,097.32 34,200 34,200
14/10/2016 same as above BUY 204,224.68 35,800 35,800
17/10/2016 same as above BUY 71,992.97 12,914 12,914
17/10/2016 same as above BUY 188,288.87 33,775 33,775
17/10/2016 same as above BUY 200,469.81 35,960 35,960
17/10/2016 same as above BUY 40,980.35 7,351 7,351
25/10/2016 same as above BUY 335,990.89 57,453 57,453
25/10/2016 same as above BUY 278,340.32 47,595 47,595
25/10/2016 same as above BUY 190,414.14 32,560 32,560
25/10/2016 same as above BUY 72,785.45 12,446 12,446
25/10/2016 same as above BUY 377,910.07 64,621 64,621
25/10/2016 same as above BUY 21,544.40 3,684 3,684
25/10/2016 same as above BUY 202,642.51 34,651 34,651
25/10/2016 same as above BUY 131,014.98 22,403 22,403
25/10/2016 same as above BUY 110,055.39 18,819 18,819
25/10/2016 same as above BUY 138,588.27 23,698 23,698
25/10/2016 same as above BUY 41,346.07 7,070 7,070
26/10/2016 same as above BUY 669,211.25 117,678 117,678
26/10/2016 same as above BUY 232,453.64 40,876 40,876
26/10/2016 same as above BUY 493,073.99 86,705 86,705
26/10/2016 same as above BUY 37,891.15 6,663 6,663
26/10/2016 same as above BUY 6,141.74 1,080 1,080
26/10/2016 same as above BUY 595,476.20 104,712 104,712
26/10/2016 same as above BUY 232,965.45 40,966 40,966
27/10/2016 same as above BUY 70,917.55 12,786 12,786
27/10/2016 same as above BUY 186,162.73 33,564 33,564
27/10/2016 same as above BUY 198,353.93 35,762 35,762
27/10/2016 same as above BUY 107,485.62 19,379 19,379
27/10/2016 same as above BUY 368,454.00 66,430 66,430
27/10/2016 same as above BUY 328,552.47 59,236 59,236
27/10/2016 same as above BUY 339,634.38 61,234 61,234
27/10/2016 same as above BUY 40,445.08 7,292 7,292
27/10/2016 same as above BUY 272,039.19 49,047 49,047
27/10/2016 same as above BUY 21,054.51 3,796 3,796
27/10/2016 same as above BUY 135,745.04 24,474 24,474
31/10/2016 same as above BUY 86,221.00 15,100 15,100
31/10/2016 same as above SELL 86,221.00 -15,100 15,100
01/11/2016 same as above BUY 104,748.93 19,056 19,056

Page 2 of 3

Date of Change Holder of relevant interest Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
01/11/2016 same as above BUY 69,651.22 12,671 12,671
01/11/2016 same as above BUY 182,623.51 33,223 33,223
01/11/2016 same as above BUY 125,587.67 22,847 22,847
01/11/2016 same as above BUY 132,717.15 24,144 24,144
01/11/2016 same as above BUY 6,579.79 1,197 1,197
01/11/2016 same as above BUY 194,139.51 35,318 35,318
01/11/2016 same as above BUY 20,289.06 3,691 3,691
01/11/2016 same as above BUY 365,263.51 66,449 66,449
01/11/2016 same as above BUY 265,984.00 48,388 48,388
01/11/2016 same as above BUY 321,376.26 58,465 58,465
01/11/2016 same as above BUY 39,484.23 7,183 7,183
04/11/2016 same as above BUY 198,717.54 36,820 36,820
04/11/2016 same as above BUY 40,391.15 7,484 7,484
04/11/2016 same as above BUY 186,331.43 34,525 34,525
04/11/2016 same as above BUY 71,083.89 13,171 13,171
04/11/2016 same as above BUY 6,987.50 1,300 1,300
14/11/2016 same as above BUY 72,041.62 13,271 13,271
14/11/2016 same as above BUY 189,590.36 34,925 34,925
14/11/2016 same as above BUY 202,048.77 37,220 37,220
14/11/2016 same as above BUY 41,169.74 7,584 7,584
15/11/2016 same as above BUY 200,751.61 37,620 37,620
15/11/2016 same as above BUY 40,785.34 7,643 7,643
15/11/2016 same as above BUY 188,568.83 35,337 35,337
15/11/2016 same as above BUY 71,506.42 13,400 13,400
22/11/2016 same as above BUY 188,433.09 35,802 35,802
22/11/2016 same as above BUY 72,553.21 13,785 13,785
22/11/2016 same as above BUY 203,043.73 38,578 38,578
22/11/2016 same as above BUY 41,237.17 7,835 7,835
29/11/2016 same as above BUY 13,350.33 2,991 2,991
29/11/2016 same as above BUY 123,705.90 27,715 27,715
29/11/2016 same as above BUY 229,615.83 51,443 51,443
29/11/2016 same as above BUY 13,350.33 2,991 2,991
29/11/2016 same as above BUY 66,747.18 14,954 14,954
29/11/2016 same as above BUY 912,669.70 204,474 204,474
29/11/2016 same as above BUY 32,039.00 7,178 7,178
29/11/2016 same as above BUY 524,197.90 117,441 117,441
29/11/2016 same as above BUY 323,505.55 72,478 72,478
29/11/2016 same as above BUY 40,050.99 8,973 8,973
29/11/2016 same as above BUY 70,309.05 15,752 15,752
29/11/2016 same as above BUY 13,796.68 3,091 3,091
29/11/2016 same as above BUY 183,780.15 41,174 41,174
29/11/2016 same as above BUY 40,050.99 8,973 8,973
29/11/2016 same as above BUY 727,554.96 163,001 163,001
29/11/2016 same as above BUY 250,085.44 56,029 56,029
29/11/2016 same as above BUY 641,230.87 143,661 143,661
29/11/2016 same as above BUY 198,018.71 44,364 44,364
29/11/2016 same as above BUY 530,870.84 118,936 118,936
29/11/2016 same as above BUY 255,423.79 57,225 57,225
29/11/2016 same as above BUY 210,480.81 47,156 47,156
29/11/2016 same as above BUY 77,116.22 15,697 15,697
29/11/2016 same as above BUY 31,928.29 6,499 6,499
29/11/2016 same as above BUY 117,391.36 23,895 23,895
29/11/2016 same as above BUY 139,002.76 28,294 28,294
29/11/2016 same as above BUY 13,259.65 2,699 2,699
29/11/2016 same as above BUY 405,713.76 82,583 82,583
29/11/2016 same as above BUY 296,177.97 60,287 60,287
29/11/2016 same as above BUY 357,578.15 72,785 72,785
29/11/2016 same as above BUY 901,307.20 183,461 183,461
29/11/2016 same as above BUY 380,663.40 77,484 77,484
29/11/2016 same as above BUY 20,628.85 4,199 4,199
29/11/2016 same as above BUY 121,812.88 24,795 24,795
29/11/2016 same as above BUY 13,259.65 2,699 2,699
29/11/2016 same as above BUY 67,781.90 13,797 13,797
29/11/2016 same as above BUY 353,156.63 71,885 71,885
29/11/2016 same as above BUY 226,922.23 46,190 46,190
29/11/2016 same as above BUY 148,828.36 30,294 30,294
29/11/2016 same as above BUY 136,055.08 27,694 27,694
29/11/2016 same as above BUY 319,263.22 64,986 64,986
29/11/2016 same as above BUY 517,209.76 105,278 105,278
29/11/2016 same as above BUY 22,102.69 4,499 4,499

Total Number of Securities

6,571,604

Page 3 of 3

Annexure 2

This is page 1 of 5 of Annexure 2 referred to in ASIC Form 604 - Notice of change of interests of Substantial Holder

==> picture [174 x 50] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 01/12/2016

01/12/2016
Company Name ACN /
Company No.		 Country of
Incorporation
255 FINANCE INVESTMENTS PTY LTD 164 516 401 AUSTRALIA
255 FINANCE PTY LTD 168 112 507 AUSTRALIA
ACCURIUM HOLDINGS PTY LTD 158 242 936 AUSTRALIA
ACCURIUM PTY LTD 009 492 219 AUSTRALIA
AGRICULTURAL ASSET MANAGEMENT LIMITED 08953424 ENGLAND/WALES
ALLFINE HOLDINGS PTY LTD 100 231 918 AUSTRALIA
ALPHINITY INVESTMENT MANAGEMENT PTY LTD 140 833 709 AUSTRALIA
APPIA EUROPE LIMITED 6490323 ENGLAND/WALES
APPIA FINANCE 2 LIMITED 6538054 ENGLAND/WALES
APPIA FINANCE LIMITED 6490331 ENGLAND/WALES
APPIA GROUP LIMITED 99865 JERSEY
APPIA INVESTMENTS LIMITED 6490313 ENGLAND/WALES
ARDEA INVESTMENT MANAGEMENT PTY LTD 132 902 722 AUSTRALIA
ARETE INVESTMENT PARTNERS PTY LTD 167 156 961 AUSTRALIA
BENTHAM ASSET MANAGEMENT PTY LTD 140 833 674 AUSTRALIA
BLUEZEN PTY LTD 100 220 175 AUSTRALIA
CDPG AUSTRALIA PTY LIMITED 124 498 095 AUSTRALIA
CDPG LUXEMBOURG HOLDINGS SARL B 127717 LUXEMBOURG
CDPG LUXEMBOURG II SARL B 127580 LUXEMBOURG
CDPG LUXEMBOURG SARL B 127515 LUXEMBOURG
CDPG MALTA LIMITED C 41110 MALTA
CESCADE PTY LIMITED 096 097 399 AUSTRALIA
CFSG HOLDINGS NO 2 (VICTORIA) PTY LIMITED 107 601 605 AUSTRALIA
CHALLENGER DIRECT PTY LTD 006 475 501 AUSTRALIA
CHALLENGER DIVERSIFIED PROPERTY DEVELOPMENT PTY LIMITED 121 624 833 AUSTRALIA
CHALLENGER DPG FRANCE II SAS 495 391 062 FRANCE
CHALLENGER DPG FRANCE SAS 495 390 392 FRANCE
CHALLENGER EMERGING MARKET INFRASTRUCTURE FUND PTE. LTD 200804361D SINGAPORE
CHALLENGER EMERGING MARKET INFRASTRUCTURE FUND, L.P. CAYMAN ISLANDS
CHALLENGER FINANCIAL SERVICES PTY LIMITED 087 464 131 AUSTRALIA
CHALLENGER FM 2 HOLDINGS PTY LIMITED 080 036 657 AUSTRALIA
CHALLENGER FUNDS MANAGEMENT HOLDINGS PTY LIMITED 107 728 030 AUSTRALIA
CHALLENGER GROUP HOLDINGS LIMITED 002 993 302 AUSTRALIA
CHALLENGER GROUP PTY LIMITED 003 374 196 AUSTRALIA
CHALLENGER GROUP SERVICES (UK) LIMITED 04244127 ENGLAND/WALES
CHALLENGER GROUP SERVICES PTY. LTD. 085 657 307 AUSTRALIA
CHALLENGER HOLDING VAGYONKEZELO KFT 01-09-879644 HUNGARY
CHALLENGER HOME LOAN CORPORATION PTY LTD 058 891 302 AUSTRALIA
CHALLENGER INVENTORY FINANCE SERVICING PTY LIMITED 107 706 810 AUSTRALIA
CHALLENGER INVESTMENT SOLUTIONS MANAGEMENT PTY LTD 130 035 353 AUSTRALIA
CHALLENGER JERSEY I3 LIMITED 95120 JERSEY
CHALLENGER LBC TERMINALS HOLDING COMPANY LIMITED C41149 MALTA
CHALLENGER LBC TERMINALS LIMITED C41150 MALTA

Annexure 2

This is page 2 of 5 of Annexure 2 referred to in ASIC Form 604 - Notice of change of interests of Substantial Holder

==> picture [174 x 50] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 01/12/2016

01/12/2016
Company Name ACN /
Company No.		 Country of
Incorporation
CHALLENGER LIFE CDI NOMINEES PTY LTD 055 293 644 AUSTRALIA
CHALLENGER LIFE COMPANY HOLDINGS PTY LTD 006 381 193 AUSTRALIA
CHALLENGER LIFE COMPANY LIMITED 072 486 938 AUSTRALIA
CHALLENGER LIFE DEBT INVESTMENTS (EUROPE) LIMITED 07626067 ENGLAND/WALES
CHALLENGER LIFE FUND PROPERTY INVESTMENTS PTY LTD 161 212 693 AUSTRALIA
CHALLENGER LIFE INVESTMENTS UK LIMITED 6067787 ENGLAND/WALES
CHALLENGER LIFE NOMINEES NO.2 PTY LTD 078 627 013 AUSTRALIA
CHALLENGER LIFE NOMINEES NO.3 PTY LIMITED 151 482 147 AUSTRALIA
CHALLENGER LIFE NOMINEES PTY LTD 091 336 793 AUSTRALIA
CHALLENGER LIFE OFFSHORE INVESTMENTS LIMITED 105145 JERSEY
CHALLENGER LIFE SUBSIDIARY HOLDINGS LTD 099 742 122 AUSTRALIA
CHALLENGER LIMITED 106 842 371 AUSTRALIA
CHALLENGER LUXEMBOURG HOLDING NO.1A SARL B124890 LUXEMBOURG
CHALLENGER LUXEMBOURG HOLDING NO.1B SARL B124891 LUXEMBOURG
CHALLENGER LUXEMBOURG HOLDING NO.2 SARL B124889 LUXEMBOURG
CHALLENGER MANAGED INVESTMENTS (INTERNATIONAL) PTY LIMITED 120 871 212 AUSTRALIA
CHALLENGER MANAGEMENT SERVICES LIMITED 092 382 842 AUSTRALIA
CHALLENGER MARGIN LENDING PTY LIMITED 091 338 822 AUSTRALIA
CHALLENGER MBK EMERGING MARKET INFRASTRUCTURE FUND GP LTD WK-209744 CAYMAN ISLANDS
CHALLENGER MBK FUND MANAGEMENT PTE. LTD 200804360M SINGAPORE
CHALLENGER MORTGAGE MANAGEMENT PTY LTD 087 271 109 AUSTRALIA
CHALLENGER NON-CONFORMING FINANCE PTY LTD 107 725 486 AUSTRALIA
CHALLENGER ORIGINATOR FINANCE PTY LIMITED 095 085 466 AUSTRALIA
CHALLENGER PROPERTY ASSET MANAGEMENT PTY LTD 077 569 021 AUSTRALIA
CHALLENGER RETIREMENT AND INVESTMENT SERVICES LIMITED 115 534 453 AUSTRALIA
CHALLENGER SECURITISATION MANAGEMENT PTY LTD 100 346 898 AUSTRALIA
CHALLENGER SKYBRIDGE (CAPITAL II) INVESTMENT LLP OC338355 ENGLAND/WALES
CHALLENGER SKYBRIDGE (FUND SLP) JERSEY LIMITED 100742 JERSEY
CHALLENGER SKYBRIDGE (GP HOLDINGS) INVESTMENT LLP OC338388 ENGLAND/WALES
CHALLENGER SKYBRIDGE (GROUP) HOLDING COMPANY PTY LTD 130 888 327 AUSTRALIA
CHALLENGER SKYBRIDGE (HASTINGS) HOLDING COMPANY PTY LTD 130 888 274 AUSTRALIA
CHALLENGER SKYBRIDGE (HASTINGS) INVESTMENT LLP OC338387 ENGLAND/WALES
CHALLENGER SKYBRIDGE FUND (LP) JERSEY LIMITED 100741 JERSEY
CHALLENGER SPECIAL SERVICING PTY LIMITED 107 707 415 AUSTRALIA
CHALLENGER SPECIALISED FINANCE NO.2 PTY LTD 168 107 355 AUSTRALIA
CHALLENGER TREASURY LIMITED 093 307 996 AUSTRALIA
CHALLENGER UK TERMINALS LIMITED 95751 JERSEY
CHALLENGER WELCOME BREAK LIMITED 99827 JERSEY
CHALLENGER WHOLESALE FINANCE HOLDINGS PTY LIMITED 087 284 240 AUSTRALIA
CHALLENGER WIND HOLDINGS PTY LIMITED 151 496 061 AUSTRALIA
CLASHFERN INVESTMENTS (UK) LIMITED 4558112 ENGLAND/WALES
CLS US HOLDINGS, LLC 5302598 UNITED STATES
CPHIC INVESTMENTS PTY LTD 093 340 526 AUSTRALIA

Annexure 2

This is page 3 of 5 of Annexure 2 referred to in ASIC Form 604 - Notice of change of interests of Substantial Holder

==> picture [174 x 50] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 01/12/2016 Company Name

01/12/2016
Company Name ACN /
Company No.		 Country of
Incorporation
CSPP1 BROADBEACH PTY LTD 122 460 977 AUSTRALIA
CSPP1 INVESTMENT COMPANY 1 PTY LIMITED 120 463 023 AUSTRALIA
CSPP1 MAITLAND PTY LTD 122 460 968 AUSTRALIA
CSPP1 MAVIS COURT PTY LTD 122 461 983 AUSTRALIA
FIDANTE PARTNERS HOLDINGS EUROPE LIMITED 06172534 ENGLAND/WALES
FIDANTE PARTNERS (GUERNSEY) LIMITED 40288 GUERNSEY
FIDANTE PARTNERS ALPHINITY HOLDINGS PTY LTD 140 716 016 AUSTRALIA
FIDANTE PARTNERS ARDEA HOLDINGS PTY LTD 133 865 853 AUSTRALIA
FIDANTE PARTNERS ARETE HOLDINGS PTY LTD 143 836 373 AUSTRALIA
FIDANTE PARTNERS ASSET MANAGEMENT (EUROPE) LIMITED 06393787 ENGLAND/WALES
FIDANTE PARTNERS BENTHAM HOLDINGS PTY LTD 140 715 573 AUSTRALIA
FIDANTE PARTNERS EUROPE LIMITED 04040660 ENGLAND/WALES
FIDANTE PARTNERS GP US LLC 5651702 UNITED STATES
FIDANTE PARTNERS HOLDINGS (GUERNSEY) LIMITED 43315 GUERNSEY
FIDANTE PARTNERS HOLDINGS PTY LIMITED 123 318 650 AUSTRALIA
FIDANTE PARTNERS INVESTMENT FUNDS PUBLIC LIMITED COMPANY 533320 IRELAND
FIDANTE PARTNERS KAPSTREAM HOLDINGS PTY LIMITED 123 319 460 AUSTRALIA
FIDANTE PARTNERS LIMITED 002 835 592 AUSTRALIA
FIDANTE PARTNERS MERLON HOLDINGS PTY LTD 140 715 662 AUSTRALIA
FIDANTE PARTNERS METISQ HOLDINGS PTY LTD 143 376 961 AUSTRALIA
FIDANTE PARTNERS NOVAPORT HOLDINGS PTY LTD 140 715 797 AUSTRALIA
FIDANTE PARTNERS R&M HOLDINGS PTY LIMITED 152 375 436 AUSTRALIA
FIDANTE PARTNERS SERVICES LIMITED 119 605 373 AUSTRALIA
FIDANTE PARTNERS TEMPO HOLDINGS PTY LTD 167 321 262 AUSTRALIA
FIDANTE PARTNERS US LLC 5651705 UNITED STATES
FIDANTE PARTNERS WAVESTONE HOLDINGS PTY LIMITED 133 626 276 AUSTRALIA
FIDANTE PARTNERS WHITEHELM HOLDINGS PTY LTD 169 043 903 AUSTRALIA
FIDANTE PARTNERS WYETREE LIMITED 09387239 ENGLAND/WALES
GASVALPO S.A. 96.960.800-6 CHILE
GREENCAPE CAPITAL PTY LTD 120 328 529 AUSTRALIA
GV CAYMAN COMPANY LIMITED OG-206918 CAYMAN ISLANDS
GV CHILE HOLDING LIMITADA 124311723611675 CHILE
GV CHILE LIMITADA 124301725311696 CHILE
GV JERSEY HOLDING COMPANY LIMITED 100293 JERSEY
GV JERSEY TRUSTEE COMPANY LIMITED 100294 JERSEY
GV JERSEY TRUSTEE COMPANY NO. 2 LIMITED 100367 JERSEY
HOWARD COMMERCIAL LENDING PTY LTD 000 033 143 AUSTRALIA
KUDU INVESTMENT MANAGEMENT LLC 1231609 UNITED STATES
KUDU INVESTMENT PARTNERS I, LP 47-2497501 UNITED STATES
KUDU INVESTMENTS GP LLC 1244682 UNITED STATES
LANV PTY LTD 147 224 502 AUSTRALIA
LBC TANK TERMINALS (JERSEY) LIMITED 97371 JERSEY
LEASE COLLATERAL NO.2 PTY LTD 168 112 481 AUSTRALIA

Annexure 2

This is page 4 of 5 of Annexure 2 referred to in ASIC Form 604 - Notice of change of interests of Substantial Holder

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Andrew Brown - Company Secretary of Challenger Limited 01/12/2016

01/12/2016
Company Name ACN /
Company No.		 Country of
Incorporation
LEASE COLLATERAL PTY LTD 168 112 472 AUSTRALIA
LEASE FUNDING MANAGEMENT PTY LTD 168 112 490 AUSTRALIA
MAITLAND NOMINEE HOLDINGS PTY LIMITED 122 853 114 AUSTRALIA
MAVIS COURT DEVELOPMENT CO PTY LTD 124 112 956 AUSTRALIA
MAWBURY PTY LIMITED 096 097 479 AUSTRALIA
MERLON CAPITAL PARTNERS PTY LTD 140 833 683 AUSTRALIA
METISQ CAPITAL HOLDINGS PTY LTD 158 011 351 AUSTRALIA
METISQ CAPITAL PTY LTD 104 642 613 AUSTRALIA
METISQ CAPITAL SINGAPORE PTE. LTD. 49G SINGAPORE
METISQ LIBRA GREATER CHINA EQUITY FUND LTD. WK-237319 CAYMAN ISLANDS
MIR GREATER CHINA PTE LTD 200715836D SINGAPORE
MIR LIBRA CAPITAL MANAGEMENT LTD 236748 CAYMAN ISLANDS
NOVAPORT CAPITAL PTY LTD 140 833 656 AUSTRALIA
OAKLANDS HILL PTY LTD 149 814 559 AUSTRALIA
OAKLANDS HILL WIND FARM PTY LTD 126 595 935 AUSTRALIA
OFFSHORE REINSURER (BERMUDA) COMPANY LIMITED 51746 BERMUDA
OIKOS LIMITED 2705354 ENGLAND/WALES
OIKOS STORAGE LIMITED 315280 ENGLAND/WALES
RESIDENTIAL REAL ESTATE TOTAL RETURN OPPORTUNITIES FUND LTD. 212456 CAYMAN ISLANDS
RESIDENTIAL REAL ESTATE TOTAL RETURN OPPORTUNITIES MASTER FUND L.P. 27263 CAYMAN ISLANDS
RESONANCE ASSET MANAGEMENT LIMITED 09028327 ENGLAND/WALES
SABRAND LIMITED 126677 CYPRUS
STRUCTURED CREDIT RESEARCH LLP OC328062 ENGLAND/WALES
TALAVERA HERRING PTY LIMITED 086 068 984 AUSTRALIA
TEMPO ASSET MANAGEMENT PTY LTD 167 321 637 AUSTRALIA
THE LIBERTY GROUP CONSORTIUM PTY LTD 082 564 289 AUSTRALIA
TLG SERVICES PTY LIMITED 092 500 608 AUSTRALIA
TLGH PTY LIMITED 092 927 467 AUSTRALIA
TRE DATA CENTRES CANBERRA PTY LTD 141 881 227 AUSTRALIA
US LLC HOLDINGS PTY LTD 130 888 292 AUSTRALIA
US LLC INVESTMENTS LLC 36-4811214 UNITED STATES
WATER VENTURES LIMITED 09592184 ENGLAND/WALES
WATERFORD COUNTY PTY LIMITED 122 853 089 AUSTRALIA
WAVESTONE CAPITAL PTY LTD 120 179 419 AUSTRALIA
WELCOME BREAK CAYMAN LIMITED FC027450 CAYMAN ISLANDS
WELCOME BREAK GROUP HOLDINGS LIMITED FC027451 CAYMAN ISLANDS
WELCOME BREAK GROUP LIMITED 03147949 ENGLAND/WALES
WELCOME BREAK HOLDINGS (1) LIMITED 04099287 ENGLAND/WALES
WELCOME BREAK HOLDINGS (2) LIMITED 04379574 ENGLAND/WALES
WELCOME BREAK HOLDINGS LIMITED 03290817 CAYMAN ISLANDS
WELCOME BREAK LIMITED 01735476 ENGLAND/WALES
WELCOME BREAK NO.1 LIMITED 08331837 ENGLAND/WALES
WELCOME BREAK NO.2 LIMITED 08331870 ENGLAND/WALES

Annexure 2

This is page 5 of 5 of Annexure 2 referred to in ASIC Form 604 - Notice of change of interests of Substantial Holder

==> picture [174 x 50] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited

Andrew Brown - Company Secretary of Challenger Limited
01/12/2016
Company Name ACN /
Company No.		 Country of
Incorporation
WELCOME BREAK NO.3 LIMITED 08331918 ENGLAND/WALES
WELCOME BREAK SERVICES LIMITED 04099292 ENGLAND/WALES
WYETREE FUNDS PLC 520464 IRELAND

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