CHALLENGER LIMITED - Major Shareholding Notification 2017

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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

28 August 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 – JB Hi-Fi Limited (JBH)

We attach a notice of initial substantial holder in JB Hi-Fi 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

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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

Form 603

Corporations Act 2001 Section 671B Notice of initial substantial holder

Notice of initial substantial holder Form 603 Section 671B Corporations Act 2001	Notice of initial substantial holder Form 603 Section 671B Corporations Act 2001	Notice of initial substantial holder Form 603 Section 671B Corporations Act 2001	Notice of initial substantial holder Form 603 Section 671B Corporations Act 2001	Notice of initial substantial holder Form 603 Section 671B Corporations Act 2001

2. Details of voting power Class of securities (4) Ordinary Fully Paid 3. Details of relevant interests 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 Challenger Limited (and its entities listed in Annexure 2) Challenger Limited (and its entities listed in Annexure 2) Challenger Limited (and its entities listed in Annexure 2) Challenger Limited (and its entities listed in Annexure 2) Challenger Limited (and its entities listed in Annexure 2) National Nominees Limited 106 842 371 BNP Paribas Nominees Pty Limited BNP Paribas Nominees Pty Limited 1,065,247 (Ordinary Fully Paid) Citicorp Nominees Pty Limited Citicorp Nominees Pty Limited 1,897,989 (Ordinary Fully Paid) J P Morgan Nominees Australia Limited ACN/ARSN (if applicable) J P Morgan Nominees Australia Limited 1,182,911 (Ordinary Fully Paid) National Nominees Limited 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: 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: 878,834 (Ordinary Fully Paid) 093 220 136 Challenger Limited(and its entities listed in Annexure 2) To CompanyName/Scheme ACN/ARSN 1. Details of substantial holder (1) Name Same as persons votes 5,742,659 Holder of relevant interest Nature of relevant interest (7) Class and number of securities The holder became a substantial holder on Number of securities Person's votes (5) JB Hi-Fi Limited Voting power (6) 24/08/2017 Challenger Limited (and its entities listed in Annexure 2) Ordinary and Fully Paid securities purchased and sold on market and acquired (via off market transfer) 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 5.01% Person entitled to be registered as holder (8) Class and number of securities HSBC Custody Nominees (Australia) Limited HSBC Custody Nominees (Australia) Limited 717,678 (Ordinary Fully Paid) Registered holder of securities		JB Hi-Fi Limited
		093 220 136
		Challenger Limited(and its entities listed in Annexure 2)
		106 842 371
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	1,065,247 (Ordinary Fully Paid)
Challenger Limited (and its entities listed in Annexure 2)	Citicorp Nominees Pty Limited		Citicorp Nominees Pty Limited	1,897,989 (Ordinary Fully Paid)
Challenger Limited (and its entities listed in Annexure 2)	HSBC Custody Nominees (Australia) Limited		HSBC Custody Nominees (Australia) Limited	717,678 (Ordinary Fully Paid)
Challenger Limited (and its entities listed in Annexure 2)	J P Morgan Nominees Australia Limited		J P Morgan Nominees Australia Limited	1,182,911 (Ordinary Fully Paid)
Challenger Limited (and its entities listed in Annexure 2)	National Nominees Limited		National Nominees Limited	878,834 (Ordinary Fully Paid)

603 page 2 / 2 15 July 2001

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	Date of acquisition	Consideration (9)	Consideration (9)	Class and number of securities
			Cash	Non-cash
Refer Annexure 2	Refer Annexure 1		Refer Annexure 1		Refer 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 ofpersons named in this form are as follows:
Name		Address
Challenger Limited (and its entities listed in Annexure 2)		Level 2, 5 Martin Place, Sydney NSW 2000

Signature

print name	Andrew Brown	capacity	Company Secretary
sign here		date	28/08/2017

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 28/08/2017

[Insert Signature Here]

Andrew Brown Company Secretary of Challenger Limited

Transactions:

Company Name/Scheme: JB Hi-Fi Limited (JBH) As at: 24/08/2017 Class of security: Ordinary Fully Paid

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
23/04/2017	Challenger Limited (and its entities listed in Annexure 2)			3,566,968	3,566,968
24/04/2017	as above	Buy	671,749.98	27,579	27,579
24/04/2017	as above	Buy	171,548.46	7,043	7,043
24/04/2017	as above	Buy	18,803.84	772	772
24/04/2017	as above	Buy	40,335.69	1,656	1,656
24/04/2017	as above	Buy	9,572.42	393	393
24/04/2017	as above	Buy	421,381.29	17,300	17,300
24/04/2017	as above	Buy	250,198.19	10,272	10,272
24/04/2017	as above	Buy	157,908.38	6,483	6,483
24/04/2017	as above	Buy	31,859.35	1,308	1,308
24/04/2017	as above	Buy	237,288.82	9,742	9,742
24/04/2017	as above	Buy	5,041.96	207	207
02/05/2017	as above	Buy	2,264,758.52	89,881	89,881
10/05/2017	as above	Buy	1,281,381.06	53,692	53,692
10/05/2017	as above	Buy	448,764.98	18,804	18,804
10/05/2017	as above	Buy	60,761.31	2,546	2,546
10/05/2017	as above	Buy	66,775.39	2,798	2,798
10/05/2017	as above	Buy	797,438.48	33,414	33,414
10/05/2017	as above	Buy	35,869.70	1,503	1,503
10/05/2017	as above	Buy	452,487.98	18,960	18,960
10/05/2017	as above	Buy	16,658.05	698	698
10/05/2017	as above	Buy	327,433.29	13,720	13,720
10/05/2017	as above	Buy	284,618.76	11,926	11,926
10/05/2017	as above	Buy	9,617.76	403	403
11/05/2017	as above	Buy	992,326.80	41,333	41,333
11/05/2017	as above	Buy	347,517.25	14,475	14,475
11/05/2017	as above	Buy	47,055.88	1,960	1,960
11/05/2017	as above	Buy	51,713.45	2,154	2,154
11/05/2017	as above	Buy	617,536.35	25,722	25,722
11/05/2017	as above	Buy	27,777.37	1,157	1,157
11/05/2017	as above	Buy	350,422.23	14,596	14,596
11/05/2017	as above	Buy	12,892.35	537	537
11/05/2017	as above	Buy	253,549.54	10,561	10,561
11/05/2017	as above	Buy	220,418.37	9,181	9,181
11/05/2017	as above	Buy	7,466.52	311	311
12/05/2017	as above	Buy	995,796.97	41,763	41,763
12/05/2017	as above	Buy	348,742.34	14,626	14,626
12/05/2017	as above	Buy	47,234.96	1,981	1,981
12/05/2017	as above	Buy	51,884.54	2,176	2,176
12/05/2017	as above	Buy	619,681.72	25,989	25,989
12/05/2017	as above	Buy	27,849.79	1,168	1,168
12/05/2017	as above	Buy	351,627.47	14,747	14,747
12/05/2017	as above	Buy	12,947.29	543	543
12/05/2017	as above	Buy	254,439.32	10,671	10,671
12/05/2017	as above	Buy	221,176.94	9,276	9,276
12/05/2017	as above	Buy	7,487.02	314	314
15/05/2017	as above	Buy	1,418,213.44	59,889	59,889
15/05/2017	as above	Buy	496,655.32	20,973	20,973
15/05/2017	as above	Buy	67,253.19	2,840	2,840
15/05/2017	as above	Buy	73,907.46	3,121	3,121
15/05/2017	as above	Buy	882,532.33	37,268	37,268
15/05/2017	as above	Buy	39,688.85	1,676	1,676
15/05/2017	as above	Buy	500,775.76	21,147	21,147
15/05/2017	as above	Buy	18,423.58	778	778
15/05/2017	as above	Buy	362,362.07	15,302	15,302
15/05/2017	as above	Buy	315,000.67	13,302	13,302
15/05/2017	as above	Buy	10,656.32	450	450
17/05/2017	as above	Buy	95,591.40	4,171	4,171
17/05/2017	as above	Buy	42,948.52	1,874	1,874
18/05/2017	as above	Buy	336,689.81	14,691	14,691
18/05/2017	as above	Buy	899,833.36	39,263	39,263
18/05/2017	as above	Buy	188,478.45	8,224	8,224

Page 1 of 3

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
18/05/2017	as above	Buy	564,014.44	24,610	24,610
18/05/2017	as above	Buy	11,711.15	511	511
18/05/2017	as above	Buy	25,324.50	1,105	1,105
18/05/2017	as above	Buy	320,967.99	14,005	14,005
18/05/2017	as above	Buy	35,431.38	1,546	1,546
18/05/2017	as above	Buy	128,223.12	5,607	5,607
18/05/2017	as above	Buy	57,605.50	2,519	2,519
18/05/2017	as above	Buy	451,650.90	19,750	19,750
18/05/2017	as above	Buy	1,207,108.49	52,785	52,785
18/05/2017	as above	Buy	252,855.90	11,057	11,057
18/05/2017	as above	Buy	756,623.88	33,086	33,086
18/05/2017	as above	Buy	15,687.72	686	686
18/05/2017	as above	Buy	33,982.44	1,486	1,486
18/05/2017	as above	Buy	430,543.37	18,827	18,827
18/05/2017	as above	Buy	47,543.40	2,079	2,079
18/05/2017	as above	Buy	318,566.21	13,730	13,730
18/05/2017	as above	Buy	172,205.24	7,422	7,422
01/06/2017	as above	Buy	94,807.15	4,370	4,370
01/06/2017	as above	Sell	32,968.80	1,446 -	1,446
08/06/2017	as above	Buy	2,970,980.08	130,297	130,297
15/06/2017	as above	Buy	226,465.49	9,932	9,932
15/06/2017	as above	Buy	1,573,196.39	68,995	68,995
15/06/2017	as above	Buy	2,554,929.04	109,277	109,277
15/06/2017	as above	Buy	194,757.90	8,330	8,330
16/06/2017	as above	Buy	1,352,924.44	57,866	57,866
16/06/2017	as above	Buy	1,770,644.43	77,551	77,551
16/06/2017	as above	Buy	134,959.95	5,911	5,911
19/06/2017	as above	Buy	937,596.08	41,065	41,065
19/06/2017	as above	Buy	655,697.84	28,342	28,342
19/06/2017	as above	Sell	6,199.66	254 -	254
20/06/2017	as above	Buy	36,383.40	1,479	1,479
04/07/2017	as above	Sell	80,473.65	3,261 -	3,261
06/07/2017	as above	Sell	102,679.31	4,002 -	4,002
10/07/2017	as above	Buy	552,669.53	21,413	21,413
08/08/2017	as above	Buy	109,436.56	4,307	4,307
09/08/2017	as above	Buy	29,499.85	1,161	1,161
21/08/2017	as above	Buy	7,622.70	300	300
21/08/2017	as above	Buy	356,539.09	14,032	14,032
21/08/2017	as above	Buy	14,483.13	570	570
21/08/2017	as above	Buy	122,547.61	4,823	4,823
21/08/2017	as above	Buy	256,478.45	10,094	10,094
21/08/2017	as above	Buy	571,194.32	22,480	22,480
21/08/2017	as above	Buy	174,585.24	6,871	6,871
21/08/2017	as above	Buy	20,073.11	790	790
21/08/2017	as above	Buy	5,056.39	199	199
21/08/2017	as above	Buy	185,129.97	7,286	7,286
21/08/2017	as above	Buy	9,502.97	374	374
21/08/2017	as above	Buy	82,325.16	3,240	3,240
21/08/2017	as above	Buy	150,335.09	5,849	5,849
21/08/2017	as above	Buy	6,605.59	257	257
22/08/2017	as above	Buy	64,359.56	2,504	2,504
22/08/2017	as above	Buy	8,327.67	324	324
22/08/2017	as above	Buy	120,391.45	4,684	4,684
22/08/2017	as above	Buy	135,273.31	5,263	5,263
22/08/2017	as above	Buy	30,354.89	1,181	1,181
22/08/2017	as above	Buy	395,256.12	15,378	15,378
22/08/2017	as above	Buy	16,089.89	626	626
22/08/2017	as above	Buy	286,482.29	11,146	11,146
22/08/2017	as above	Buy	633,854.28	24,661	24,661
22/08/2017	as above	Buy	191,048.17	7,433	7,433
22/08/2017	as above	Buy	21,744.48	846	846
22/08/2017	as above	Buy	184,960.71	7,297	7,297
22/08/2017	as above	Buy	8,136.55	321	321
23/08/2017	as above	Buy	79,185.59	3,124	3,124
23/08/2017	as above	Buy	10,240.39	404	404
23/08/2017	as above	Buy	148,130.79	5,844	5,844
23/08/2017	as above	Buy	166,457.03	6,567	6,567
23/08/2017	as above	Buy	37,336.87	1,473	1,473
23/08/2017	as above	Buy	486,317.14	19,186	19,186
23/08/2017	as above	Buy	19,821.75	782	782
23/08/2017	as above	Buy	352,482.34	13,906	13,906
23/08/2017	as above	Buy	779,891.88	30,768	30,768
23/08/2017	as above	Buy	235,047.37	9,273	9,273
23/08/2017	as above	Buy	26,741.61	1,055	1,055
23/08/2017	as above	Buy	216,351.07	8,547	8,547
23/08/2017	as above	Buy	9,517.73	376	376
23/08/2017	as above	Buy	92,620.63	3,659	3,659
23/08/2017	as above	Buy	11,998.41	474	474
23/08/2017	as above	Buy	173,293.48	6,846	6,846
23/08/2017	as above	Buy	194,708.37	7,692	7,692
23/08/2017	as above	Buy	43,665.10	1,725	1,725
23/08/2017	as above	Buy	568,886.61	22,474	22,474
23/08/2017	as above	Buy	23,161.49	915	915

Page 2 of 3

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
23/08/2017	as above	Buy	412,350.40	16,290	16,290
23/08/2017	as above	Buy	912,284.12	36,040	36,040
23/08/2017	as above	Buy	274,950.89	10,862	10,862
23/08/2017	as above	Buy	31,286.99	1,236	1,236
23/08/2017	as above	Buy- Transfer	345,389.20	13,598	13,598
23/08/2017	as above	Sell	28,976.61	1,167 -	1,167
23/08/2017	as above	Buy	273,635.39	10,971	10,971
24/08/2017	as above	Buy	12,021.90	482	482
24/08/2017	as above	Buy	117,151.16	4,697	4,697
24/08/2017	as above	Buy	15,139.61	607	607
24/08/2017	as above	Buy	219,162.72	8,787	8,787
24/08/2017	as above	Buy	246,274.35	9,874	9,874
24/08/2017	as above	Buy	55,245.87	2,215	2,215
24/08/2017	as above	Buy	719,518.16	28,848	28,848
24/08/2017	as above	Buy	29,306.50	1,175	1,175
24/08/2017	as above	Buy	521,530.95	20,910	20,910
24/08/2017	as above	Buy	1,153,977.63	46,267	46,267
24/08/2017	as above	Buy	347,762.12	13,943	13,943
24/08/2017	as above	Buy	39,557.54	1,586	1,586
24/08/2017	as above	Buy	27,361.04	1,097	1,097
24/08/2017	as above	Buy	90,712.99	3,622	3,622
24/08/2017	as above	Buy	3,982.16	159	159
24/08/2017	as above	Buy	38,844.80	1,551	1,551
24/08/2017	as above	Buy	5,034.05	201	201
24/08/2017	as above	Buy	72,655.55	2,901	2,901
24/08/2017	as above	Buy	81,646.70	3,260	3,260
24/08/2017	as above	Buy	18,307.90	731	731
24/08/2017	as above	Buy	238,528.58	9,524	9,524
24/08/2017	as above	Buy	9,717.46	388	388
24/08/2017	as above	Buy	172,885.64	6,903	6,903
24/08/2017	as above	Buy	382,462.20	15,271	15,271
24/08/2017	as above	Buy	115,282.14	4,603	4,603
24/08/2017	as above	Buy	13,123.58	524	524
24/08/2017	as above	Buy	9,066.29	362	362
		Total Number of Securities		5,742,659

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 28/08/2017 Company Name

28/08/2017
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 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
CHALLENGER JAPAN KABUSHIKI KAISHA	0100-01-182920

Annexure 2

This is page 2 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
28/08/2017
Company Name	ACN / Company No.	Country of Incorporation
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
CHALLENGER WHOLESALE FINANCE HOLDINGS PTY LIMITED	087 284 240	AUSTRALIA

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
28/08/2017
Company Name	ACN / Company No.	Country of Incorporation
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 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 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 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
KUDU INVESTMENTS GP LLC	1244682	UNITED STATES

Annexure 2

This is page 4 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 28/08/2017

28/08/2017
Company Name	ACN / Company No.	Country of Incorporation
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
WELCOME BREAK HOLDINGS (2) LIMITED	04379574	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

28/08/2017

Company	Name	ACN / Company No.	Country of Incorporation
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

AI assistant

CHALLENGER LIMITED Major Shareholding Notification 2017

64641_rns_2017-08-27_fb9ec1a5-c1c5-48bd-a33e-eb7b558725d8.pdf

Sydney

Re: Notice of initial substantial holder – JB Hi-Fi Limited (JBH)

Form 603

Corporations Act 2001 Section 671B Notice of initial substantial holder

5. Consideration

Signature

DIRECTIONS

[Insert Signature Here]

Andrew Brown Company Secretary of Challenger Limited

Company Name/Scheme: JB Hi-Fi Limited (JBH) As at: 24/08/2017 Class of security: Ordinary Fully Paid

Annexure 2

Annexure 2

Annexure 2

Annexure 2

Annexure 2

AI assistant

CHALLENGER LIMITED — Major Shareholding Notification 2017

64641_rns_2017-08-27_fb9ec1a5-c1c5-48bd-a33e-eb7b558725d8.pdf

Sydney

Re: Notice of initial substantial holder – JB Hi-Fi Limited (JBH)

Form 603

Corporations Act 2001 Section 671B Notice of initial substantial holder

5. Consideration

Signature

DIRECTIONS

[Insert Signature Here]

Andrew Brown Company Secretary of Challenger Limited

Company Name/Scheme: JB Hi-Fi Limited (JBH) As at: 24/08/2017 Class of security: Ordinary Fully Paid

Annexure 2

Annexure 2

Annexure 2

Annexure 2

Annexure 2

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CHALLENGER LIMITED Major Shareholding Notification 2017