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CHALLENGER LIMITED Major Shareholding Notification 2017

Dec 17, 2017

64641_rns_2017-12-17_9dae40a3-e4d4-4303-aba1-e85154e61cee.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

18 December 2017

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

By electronic lodgement

Dear Sir/Madam

Re: Notice of initial substantial holder – Southern Cross Media Group Limited (SXL)

We attach a notice of initial substantial holder in Southern Cross Media Group Limited. This notice is given by Challenger Limited and each of its associated entities named in Annexure 2 to this notice.

Yours faithfully

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Andrew Brown Company Secretary

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 Challenger Investment Partners 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

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Form 603 Section 671B

Corporations Act 2001

Notice of initial substantial holder

To
CompanyName/Scheme		 Southern Cross Media Group Limited
ACN/ARSN 116 024 536
1. Details of substantial holder (1)
Name Challenger Limited(and its entities listed in Annexure 2)
ACN/ARSN (if applicable) 106 842 371
The holder became a substantial holder on 14/12/2017

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 Person's votes (5) Voting power (6)
Ordinary Fully Paid Same as persons votes 38,945,131 5.06%

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
Challenger Limited (and its entities
listed in Annexure 2)
Ordinary Fully Paid securities
purchased on market 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).		 Refer 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 its entities
listed in Annexure 2)		 BNP Paribas Nominees Pty
Limited		 BNP Paribas Nominees Pty Limited 9,494,895 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 Citicorp Nominees Pty
Limited		 Citicorp Nominees Pty Limited 17,529,317 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 J P Morgan Nominees
Australia Limited		 J P Morgan Nominees Australia Limited 10,136,497 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 National Nominees Limited National Nominees Limited 757,714 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 HSBC Custody Nominees
(Australia) Limited		 HSBC Custody Nominees (Australia)
Limited		 1,026,708 (Ordinary Fully
Paid)

5. Consideration

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) Class and number of
securities
Cash Non-cash
Refer Annexure 2 Refer Refer Refer
Annexure 1 Annexure 1 Annexure 1

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 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 18/12/2017

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 section s608 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 total number of votes attached to all the voting shares in the company or voting interests in thescheme (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 consists of 3 pages and is referred to in Form 603 signed by me and dated 18/12/2017

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[Insert Signature Here]
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Andrew Brown Company Secretary of Challenger Limited

Transactions:

Company Name/Scheme: Southern Cross Media Group Limited (SXL) As at: 14/12/2017 Class of security: Ordinary Fully Paid

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
11/08/2017 Challenger Limited (and its entities
listed in Annexure 2)		 OpeningBalance 16,155,241 16,155,241
27/10/2017 as above Buy 34,696.49 29,885 29,885
27/10/2017 as above Buy 435,080.11 374,746 374,746
27/10/2017 as above Buy 201,095.65 173,209 173,209
27/10/2017 as above Buy 439,900.58 378,898 378,898
27/10/2017 as above Buy 145,934.22 125,697 125,697
30/10/2017 as above Buy 22,762.91 19,581 19,581
30/10/2017 as above Buy 285,437.93 245,538 245,538
30/10/2017 as above Buy 131,929.80 113,488 113,488
30/10/2017 as above Buy 288,598.76 248,257 248,257
30/10/2017 as above Buy 95,741.18 82,358 82,358
03/11/2017 as above Buy 702,619.51 661,538 661,538
03/11/2017 as above Buy 366,459.55 345,033 345,033
03/11/2017 as above Buy 553,976.49 521,586 521,586
03/11/2017 as above Buy 226,374.93 213,139 213,139
06/11/2017 as above Buy 343,804.89 320,564 320,564
06/11/2017 as above Buy 178,062.89 166,026 166,026
06/11/2017 as above Buy 273,001.66 254,547 254,547
06/11/2017 as above Buy 108,648.54 101,304 101,304
07/11/2017 as above Buy 294,371.35 271,310 271,310
07/11/2017 as above Buy 152,459.86 140,516 140,516
07/11/2017 as above Buy 233,748.06 215,436 215,436
07/11/2017 as above Buy 93,025.73 85,738 85,738
10/11/2017 as above Buy 622,020.58 564,191 564,191
10/11/2017 as above Buy 327,140.42 296,726 296,726
10/11/2017 as above Buy 480,052.76 435,422 435,422
10/11/2017 as above Buy 202,405.77 183,588 183,588
20/11/2017 as above Buy 119,069.55 105,213 105,213
20/11/2017 as above Buy 61,062.01 53,956 53,956
20/11/2017 as above Buy 97,991.64 86,588 86,588
20/11/2017 as above Buy 37,339.31 32,994 32,994
21/11/2017 as above Buy 472,144.21 413,183 413,183
21/11/2017 as above Buy 242,126.70 211,890 211,890
21/11/2017 as above Buy 388,567.14 340,043 340,043
21/11/2017 as above Buy 148,060.78 129,571 129,571
27/11/2017 as above Buy 35,880.13 32,119 32,119
27/11/2017 as above Buy 45,635.77 40,852 40,852
27/11/2017 as above Buy 24,322.62 21,773 21,773
27/11/2017 as above Buy 117,736.75 105,395 105,395
27/11/2017 as above Buy 50,116.46 44,863 44,863
27/11/2017 as above Buy 25,896.61 23,182 23,182
27/11/2017 as above Buy 15,723.18 14,075 14,075
28/11/2017 as above Buy 19,895.64 17,613 17,613
28/11/2017 as above Buy 16,700.01 14,784 14,784
28/11/2017 as above Buy 8,901.25 7,880 7,880
28/11/2017 as above Buy 43,086.33 38,143 38,143
28/11/2017 as above Buy 18,340.19 16,236 16,236
28/11/2017 as above Buy 9,477.34 8,390 8,390
28/11/2017 as above Buy 5,754.18 5,094 5,094
28/11/2017 as above Buy 59,799.60 52,920 52,920
28/11/2017 as above Buy 50,196.86 44,422 44,422
28/11/2017 as above Buy 26,752.75 23,675 23,675
28/11/2017 as above Buy 129,501.39 114,603 114,603
28/11/2017 as above Buy 55,124.79 48,783 48,783
28/11/2017 as above Buy 28,483.91 25,207 25,207
28/11/2017 as above Buy 17,293.52 15,304 15,304
29/11/2017 as above Buy 79,352.28 69,032 69,032
29/11/2017 as above Buy 66,610.08 57,947 57,947
29/11/2017 as above Buy 35,500.01 30,883 30,883
29/11/2017 as above Buy 171,845.65 149,496 149,496
29/11/2017 as above Buy 73,149.58 63,636 63,636

Page 1 of 3

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
29/11/2017 as above Buy 37,797.86 32,882 32,882
29/11/2017 as above Buy 22,948.62 19,964 19,964
30/11/2017 as above Buy 866,049.58 746,852 746,852
30/11/2017 as above Buy 726,982.23 626,925 626,925
30/11/2017 as above Buy 387,446.71 334,121 334,121
30/11/2017 as above Buy 1,875,520.81 1,617,386 1,617,386
30/11/2017 as above Buy 798,348.65 688,469 688,469
30/11/2017 as above Buy 412,523.06 355,746 355,746
30/11/2017 as above Buy 250,462.00 215,990 215,990
01/12/2017 as above Buy 68,423.59 58,859 58,859
01/12/2017 as above Buy 57,435.64 49,407 49,407
01/12/2017 as above Buy 30,610.95 26,332 26,332
01/12/2017 as above Buy 148,178.06 127,465 127,465
01/12/2017 as above Buy 63,074.93 54,258 54,258
01/12/2017 as above Buy 32,591.85 28,036 28,036
01/12/2017 as above Buy 19,788.08 17,022 17,022
04/12/2017 as above Buy 102,139.25 86,012 86,012
04/12/2017 as above Buy 85,737.50 72,200 72,200
04/12/2017 as above Buy 45,695.00 38,480 38,480
04/12/2017 as above Buy 221,194.44 186,269 186,269
04/12/2017 as above Buy 94,155.69 79,289 79,289
04/12/2017 as above Buy 48,651.88 40,970 40,970
04/12/2017 as above Buy 29,539.06 24,875 24,875
05/12/2017 as above Buy 40,554.54 34,008 34,008
05/12/2017 as above Buy 34,042.30 28,547 28,547
05/12/2017 as above Buy 18,142.70 15,214 15,214
05/12/2017 as above Buy 87,825.24 73,648 73,648
05/12/2017 as above Buy 37,383.68 31,349 31,349
05/12/2017 as above Buy 19,317.31 16,199 16,199
05/12/2017 as above Buy 11,728.24 9,835 9,835
05/12/2017 as above Buy 2,927.59 2,455 2,455
05/12/2017 as above Buy 2,456.55 2,060 2,060
05/12/2017 as above Buy 1,309.37 1,098 1,098
05/12/2017 as above Buy 6,339.33 5,316 5,316
05/12/2017 as above Buy 2,698.63 2,263 2,263
05/12/2017 as above Buy 1,394.03 1,169 1,169
05/12/2017 as above Buy 846.68 710 710
06/12/2017 as above Buy 73,455.85 60,833 60,833
06/12/2017 as above Buy 61,660.99 51,065 51,065
06/12/2017 as above Buy 32,862.11 27,215 27,215
06/12/2017 as above Buy 159,077.26 131,741 131,741
06/12/2017 as above Buy 67,714.19 56,078 56,078
06/12/2017 as above Buy 34,989.73 28,977 28,977
06/12/2017 as above Buy 21,243.55 17,593 17,593
06/12/2017 as above Buy 71,106.00 59,255 59,255
06/12/2017 as above Buy 59,686.80 49,739 49,739
06/12/2017 as above Buy 31,810.80 26,509 26,509
06/12/2017 as above Buy 153,986.40 128,322 128,322
06/12/2017 as above Buy 65,547.60 54,623 54,623
06/12/2017 as above Buy 33,870.00 28,225 28,225
06/12/2017 as above Buy 20,564.40 17,137 17,137
07/12/2017 as above Buy 154,239.49 128,726 128,726
07/12/2017 as above Buy 129,471.50 108,055 108,055
07/12/2017 as above Buy 69,001.94 57,588 57,588
07/12/2017 as above Buy 334,021.02 278,769 278,769
07/12/2017 as above Buy 142,182.01 118,663 118,663
07/12/2017 as above Buy 73,467.63 61,315 61,315
07/12/2017 as above Buy 44,606.59 37,228 37,228
07/12/2017 as above Buy 214,544.10 179,160 179,160
07/12/2017 as above Buy 180,094.42 150,392 150,392
07/12/2017 as above Buy 95,980.82 80,151 80,151
07/12/2017 as above Buy 464,618.03 387,990 387,990
07/12/2017 as above Buy 197,773.11 165,155 165,155
07/12/2017 as above Buy 102,193.45 85,339 85,339
07/12/2017 as above Buy 62,046.07 51,813 51,813
08/12/2017 as above Buy 681.38 569 569
08/12/2017 as above Buy 571.21 477 477
08/12/2017 as above Buy 305.36 255 255
08/12/2017 as above Buy 1,476.52 1,233 1,233
08/12/2017 as above Buy 628.69 525 525
08/12/2017 as above Buy 324.52 271 271
08/12/2017 as above Buy 197.59 165 165
08/12/2017 as above Buy 351,805.20 293,171 293,171
08/12/2017 as above Buy 295,315.20 246,096 246,096
08/12/2017 as above Buy 157,388.40 131,157 131,157
08/12/2017 as above Buy 761,871.60 634,893 634,893
08/12/2017 as above Buy 324,303.60 270,253 270,253
08/12/2017 as above Buy 167,574.00 139,645 139,645
08/12/2017 as above Buy 101,742.00 84,785 84,785
11/12/2017 as above Buy 11,729.38 9,575 9,575
11/12/2017 as above Buy 9,846.55 8,038 8,038
11/12/2017 as above Buy 5,247.90 4,284 4,284
11/12/2017 as above Buy 25,402.83 20,737 20,737

Page 2 of 3

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
11/12/2017 as above Buy 10,813.08 8,827 8,827
11/12/2017 as above Buy 5,587.23 4,561 4,561
11/12/2017 as above Buy 3,392.03 2,769 2,769
11/12/2017 as above Buy 105,958.97 86,674 86,674
11/12/2017 as above Buy 88,944.21 72,756 72,756
11/12/2017 as above Buy 47,403.66 38,776 38,776
11/12/2017 as above Buy 229,465.70 187,702 187,702
11/12/2017 as above Buy 97,676.53 79,899 79,899
11/12/2017 as above Buy 50,470.91 41,285 41,285
11/12/2017 as above Buy 30,643.19 25,066 25,066
12/12/2017 as above Buy 21,377.63 17,602 17,602
12/12/2017 as above Buy 17,945.45 14,776 14,776
12/12/2017 as above Buy 9,564.19 7,875 7,875
12/12/2017 as above Buy 46,296.74 38,120 38,120
12/12/2017 as above Buy 19,706.48 16,226 16,226
12/12/2017 as above Buy 10,182.37 8,384 8,384
12/12/2017 as above Buy 6,183.02 5,091 5,091
12/12/2017 as above Buy 40,991.72 33,259 33,259
12/12/2017 as above Buy 34,408.94 27,918 27,918
12/12/2017 as above Buy 18,338.37 14,879 14,879
12/12/2017 as above Buy 88,770.81 72,025 72,025
12/12/2017 as above Buy 37,787.22 30,659 30,659
12/12/2017 as above Buy 19,525.27 15,842 15,842
12/12/2017 as above Buy 11,854.19 9,618 9,618
12/12/2017 as above Buy 70,657.11 58,154 58,154
12/12/2017 as above Buy 59,310.23 48,815 48,815
12/12/2017 as above Buy 31,609.44 26,016 26,016
12/12/2017 as above Buy 153,014.67 125,938 125,938
12/12/2017 as above Buy 65,133.72 53,608 53,608
12/12/2017 as above Buy 33,655.50 27,700 27,700
12/12/2017 as above Buy 20,433.87 16,818 16,818
13/12/2017 as above Buy 28,762.22 23,624 23,624
13/12/2017 as above Buy 24,144.24 19,831 19,831
13/12/2017 as above Buy 12,867.76 10,569 10,569
13/12/2017 as above Buy 62,288.52 51,161 51,161
13/12/2017 as above Buy 26,514.72 21,778 21,778
13/12/2017 as above Buy 13,700.53 11,253 11,253
13/12/2017 as above Buy 8,317.96 6,832 6,832
13/12/2017 as above Buy 92,608.85 76,215 76,215
13/12/2017 as above Buy 77,738.45 63,977 63,977
13/12/2017 as above Buy 41,431.26 34,097 34,097
13/12/2017 as above Buy 200,554.69 165,052 165,052
13/12/2017 as above Buy 85,369.28 70,257 70,257
13/12/2017 as above Buy 44,111.78 36,303 36,303
13/12/2017 as above Buy 26,782.02 22,041 22,041
14/12/2017 as above Buy 14,883.88 12,234 12,234
14/12/2017 as above Buy 12,493.27 10,269 10,269
14/12/2017 as above Buy 6,658.45 5,473 5,473
14/12/2017 as above Buy 32,231.38 26,493 26,493
14/12/2017 as above Buy 13,719.60 11,277 11,277
14/12/2017 as above Buy 7,089.13 5,827 5,827
14/12/2017 as above Buy 4,304.33 3,538 3,538
14/12/2017 as above Buy 723,792.28 582,529 582,529
14/12/2017 as above Buy 373,612.30 300,694 300,694
14/12/2017 as above Buy 697,923.43 561,709 561,709
14/12/2017 as above Buy 230,717.34 185,688 185,688
Total Number of Securities 38,945,131

Page 3 of 3

Annexure 2

This is page 1 of 5 of Annexure 2 referred to in ASIC Form 603 - Notice of initial substantial holder

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Andrew Brown - Company Secretary of Challenger Limited 18/12/2017 Company Name

18/12/2017
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
AVENIR CAPITAL PTY LTD 150 790 355 AUSTRALIA
BENTHAM ASSET MANAGEMENT PTY LTD 140 833 674 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 PARTNERS LIMITED 092 382 842 AUSTRALIA
CHALLENGER INVESTMENT SOLUTIONS MANAGEMENT PTY LTD 130 035 353 AUSTRALIA
CHALLENGER JAPAN HOLDINGS KABUSHIKI KAISHA 0100-01-182399 JAPAN
CHALLENGER JAPAN HOLDINGS PTY LIMITED 617 208 205 AUSTRALIA

Annexure 2

This is page 2 of 5 of Annexure 2 referred to in ASIC Form 603 - Notice of initial substantial holder

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Andrew Brown - Company Secretary of Challenger Limited 18/12/2017

18/12/2017
Company Name ACN /
Company No.		 Country of
Incorporation
CHALLENGER JAPAN KABUSHIKI KAISHA 0100-01-182920
CHALLENGER JERSEY I3 LIMITED 95120 JERSEY
CHALLENGER KABUSHIKI KAISHA 0100-01-182872
CHALLENGER LBC TERMINALS HOLDING COMPANY LIMITED C41149 MALTA
CHALLENGER LBC TERMINALS LIMITED C41150 MALTA
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 (UK) LIMITED 06393787 ENGLAND/WALES
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

Annexure 2

This is page 3 of 5 of Annexure 2 referred to in ASIC Form 603 - Notice of initial substantial holder

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

Andrew Brown - Company Secretary of Challenger Limited 18/12/2017

18/12/2017
Company Name ACN /
Company No.		 Country of
Incorporation
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
CSPP1 MAITLAND PTY LTD 122 460 968 AUSTRALIA
CSPP1 MAVIS COURT PTY LTD 122 461 983 AUSTRALIA
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 AVENIR CAPITAL HOLDINGS PTY LTD 616 504 502 AUSTRALIA
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 EUROPE LIMITED 06172534 ENGLAND/WALES
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 LENNOX HOLDINGS PTY LIMITED 616 975 565 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

Annexure 2

This is page 4 of 5 of Annexure 2 referred to in ASIC Form 603 - Notice of initial substantial holder

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

Andrew Brown - Company Secretary of Challenger Limited
18/12/2017
Company Name ACN /
Company No.		 Country of
Incorporation
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
LEASE COLLATERAL PTY LTD 168 112 472 AUSTRALIA
LEASE FUNDING MANAGEMENT PTY LTD 168 112 490 AUSTRALIA
LENNOX CAPITAL PARTNERS PTY LIMITED 617 001 966 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. 200604549G 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 LIMITED 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

Annexure 2

This is page 5 of 5 of Annexure 2 referred to in ASIC Form 603 - Notice of initial substantial holder

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

Andrew Brown - Company Secretary of Challenger Limited

18/12/2017

Company Name ACN /
Company No.		 Country of
Incorporation
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
WELCOME BREAK NO.3 LIMITED 08331918 ENGLAND/WALES
WELCOME BREAK SERVICES LIMITED 04099292 ENGLAND/WALES
WYETREE FUNDS PLC 520464 IRELAND

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