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CHALLENGER LIMITED Major Shareholding Notification 2017

Jun 13, 2017

64641_rns_2017-06-13_c6104cb5-5d87-4edb-b868-fbea7e86e2bc.pdf

Major Shareholding Notification

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==> picture [101 x 26] intentionally omitted <==

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

14 June 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 – Link Administration Holdings Limited (LNK)

We enclose notice of initial substantial holder in Link Administration Holdings Limited. This notice is given by Challenger Limited and each of its associated entities named in Annexure 2 to this notice.

Yours faithfully

==> picture [157 x 50] intentionally omitted <==

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

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

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

To
CompanyName/Scheme		 Link Administration Holdings Limited
ACN/ARSN 120 964 098
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 09/06/2017

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)
2,768,520 (Ordinary Fully
Paid)
National Nominees Limited
BNP Paribas Nominees Pty
Limited
BNP Paribas Nominees Pty Limited
2,439,996 (Ordinary Fully
Paid)
Citicorp Nominees Pty
Limited
Citicorp Nominees Pty Limited
3,327,779 (Ordinary Fully
Paid)
J P Morgan Nominees
Australia Limited
J P Morgan Nominees Australia
Limited
5,169,817 (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:
Same as persons votes
17,994,359
Holder of relevant interest
Nature of relevant interest (7)
Class and number of securities
Number of securities
Person's votes (5)
Voting power (6)
Challenger Limited (and its
entities listed in Annexure 2)
Ordinary and Fully Paid securities
purchased and sold on market
and acquired and sold (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
5.00%
Person entitled to be registered as
holder (8)
Class and number of
securities
HSBC Custody Nominees
(Australia) Limited
HSBC Custody Nominees (Australia)
Limited
4,288,247 (Ordinary Fully
Paid)
Registered holder of securities		 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)
2,768,520 (Ordinary Fully
Paid)
National Nominees Limited
BNP Paribas Nominees Pty
Limited
BNP Paribas Nominees Pty Limited
2,439,996 (Ordinary Fully
Paid)
Citicorp Nominees Pty
Limited
Citicorp Nominees Pty Limited
3,327,779 (Ordinary Fully
Paid)
J P Morgan Nominees
Australia Limited
J P Morgan Nominees Australia
Limited
5,169,817 (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:
Same as persons votes
17,994,359
Holder of relevant interest
Nature of relevant interest (7)
Class and number of securities
Number of securities
Person's votes (5)
Voting power (6)
Challenger Limited (and its
entities listed in Annexure 2)
Ordinary and Fully Paid securities
purchased and sold on market
and acquired and sold (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
5.00%
Person entitled to be registered as
holder (8)
Class and number of
securities
HSBC Custody Nominees
(Australia) Limited
HSBC Custody Nominees (Australia)
Limited
4,288,247 (Ordinary Fully
Paid)
Registered holder of securities		 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)
2,768,520 (Ordinary Fully
Paid)
National Nominees Limited
BNP Paribas Nominees Pty
Limited
BNP Paribas Nominees Pty Limited
2,439,996 (Ordinary Fully
Paid)
Citicorp Nominees Pty
Limited
Citicorp Nominees Pty Limited
3,327,779 (Ordinary Fully
Paid)
J P Morgan Nominees
Australia Limited
J P Morgan Nominees Australia
Limited
5,169,817 (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:
Same as persons votes
17,994,359
Holder of relevant interest
Nature of relevant interest (7)
Class and number of securities
Number of securities
Person's votes (5)
Voting power (6)
Challenger Limited (and its
entities listed in Annexure 2)
Ordinary and Fully Paid securities
purchased and sold on market
and acquired and sold (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
5.00%
Person entitled to be registered as
holder (8)
Class and number of
securities
HSBC Custody Nominees
(Australia) Limited
HSBC Custody Nominees (Australia)
Limited
4,288,247 (Ordinary Fully
Paid)
Registered holder of securities		 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)
2,768,520 (Ordinary Fully
Paid)
National Nominees Limited
BNP Paribas Nominees Pty
Limited
BNP Paribas Nominees Pty Limited
2,439,996 (Ordinary Fully
Paid)
Citicorp Nominees Pty
Limited
Citicorp Nominees Pty Limited
3,327,779 (Ordinary Fully
Paid)
J P Morgan Nominees
Australia Limited
J P Morgan Nominees Australia
Limited
5,169,817 (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:
Same as persons votes
17,994,359
Holder of relevant interest
Nature of relevant interest (7)
Class and number of securities
Number of securities
Person's votes (5)
Voting power (6)
Challenger Limited (and its
entities listed in Annexure 2)
Ordinary and Fully Paid securities
purchased and sold on market
and acquired and sold (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
5.00%
Person entitled to be registered as
holder (8)
Class and number of
securities
HSBC Custody Nominees
(Australia) Limited
HSBC Custody Nominees (Australia)
Limited
4,288,247 (Ordinary Fully
Paid)
Registered holder of securities
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 2,439,996 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 Citicorp Nominees Pty
Limited		 Citicorp Nominees Pty Limited 3,327,779 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 HSBC Custody Nominees
(Australia) Limited		 HSBC Custody Nominees (Australia)
Limited
4,288,247 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 J P Morgan Nominees
Australia Limited		 J P Morgan Nominees Australia
Limited		 5,169,817 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 National Nominees Limited National Nominees Limited 2,768,520 (Ordinary Fully
Paid)

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:

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:

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:		 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:		 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:		 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:		 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:		 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
Annexure 1		 Refer
Annexure 1		 Refer
Annexure 1
6. Associates
The reasons the persons named in paragraph 3 above are associates of
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

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 14/06/2017

[Insert Signature Here]

Andrew Brown Company Secretary of Challenger Limited

Transactions:

Company Name/Scheme: Link Administration Holdings Limited (LNK) As at: 09/06/2017 Class of security: Ordinary Fully Paid

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
13/02/2017 Challenger Limited (and its entities
listed in Annexure 2)		 Sell 4,651.22 633.00
-		 633
13/02/2017 as above Sell 25,504.56 3,471.00
-		 3,471
13/02/2017 as above Sell 9,831.49 1,338.00
-		 1,338
13/02/2017 as above Sell 84,552.29 11,507.00
-		 11,507
13/02/2017 as above Sell 10,397.28 1,415.00
-		 1,415
13/02/2017 as above Sell 40,494.28 5,511.00
-		 5,511
13/02/2017 as above Sell 216,616.09 29,480.00
-		 29,480
13/02/2017 as above Sell 433,401.19 58,983.00
-		 58,983
13/02/2017 as above Sell 303,225.79 41,267.00
-		 41,267
13/02/2017 as above Sell 3,380.03 460.00
-		 460
13/02/2017 as above Sell 29,163.82 3,969.00
-		 3,969
13/02/2017 as above Sell 153,945.85 20,951.00
-		 20,951
13/02/2017 as above Sell 17,186.74 2,339.00
-		 2,339
13/02/2017 as above Sell 189,693.39 25,816.00
-		 25,816
13/02/2017 as above Sell 613,468.82 83,489.00
-		 83,489
14/02/2017 as above Sell 1,523.39 206.00
-		 206
14/02/2017 as above Sell 8,356.46 1,130.00
-		 1,130
14/02/2017 as above Sell 3,224.26 436.00
-		 436
14/02/2017 as above Sell 27,716.83 3,748.00
-		 3,748
14/02/2017 as above Sell 3,409.14 461.00
-		 461
14/02/2017 as above Sell 13,274.20 1,795.00
-		 1,795
14/02/2017 as above Sell 71,007.75 9,602.00
-		 9,602
14/02/2017 as above Sell 142,067.27 19,211.00
-		 19,211
14/02/2017 as above Sell 99,397.54 13,441.00
-		 13,441
14/02/2017 as above Sell 1,109.27 150.00
-		 150
14/02/2017 as above Sell 9,561.86 1,293.00
-		 1,293
14/02/2017 as above Sell 50,464.16 6,824.00
-		 6,824
14/02/2017 as above Sell 5,635.07 762.00
-		 762
14/02/2017 as above Sell 62,185.40 8,409.00
-		 8,409
14/02/2017 as above Sell 201,094.95 27,193.00
-		 27,193
14/02/2017 as above Sell 10,935.00 1,500.00
-		 1,500
15/02/2017 as above Sell 1,356.20 187.00
-		 187
15/02/2017 as above Sell 7,440.96 1,026.00
-		 1,026
15/02/2017 as above Sell 2,864.70 395.00
-		 395
15/02/2017 as above Sell 24,658.16 3,400.00
-		 3,400
15/02/2017 as above Sell 3,031.50 418.00
-		 418
15/02/2017 as above Sell 11,814.16 1,629.00
-		 1,629
15/02/2017 as above Sell 63,182.91 8,712.00
-		 8,712
15/02/2017 as above Sell 126,416.58 17,431.00
-		 17,431
15/02/2017 as above Sell 88,443.02 12,195.00
-		 12,195
15/02/2017 as above Sell 986.33 136.00
-		 136
15/02/2017 as above Sell 8,507.07 1,173.00
-		 1,173
15/02/2017 as above Sell 44,899.61 6,191.00
-		 6,191
15/02/2017 as above Sell 5,011.41 691.00
-		 691
15/02/2017 as above Sell 55,328.56 7,629.00
-		 7,629
15/02/2017 as above Sell 178,938.47 24,673.00
-		 24,673
16/02/2017 as above Sell 4,276.80 594.00
-		 594
16/02/2017 as above Sell 23,407.20 3,251.00
-		 3,251
16/02/2017 as above Sell 9,028.80 1,254.00
-		 1,254
16/02/2017 as above Sell 77,608.80 10,779.00
-		 10,779
16/02/2017 as above Sell 9,540.00 1,325.00
-		 1,325
16/02/2017 as above Sell 37,173.60 5,163.00
-		 5,163
16/02/2017 as above Sell 198,842.40 27,617.00
-		 27,617
16/02/2017 as above Sell 397,836.00 55,255.00
-		 55,255

Page 1 of 3

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
16/02/2017 as above Sell 278,344.80 38,659.00
-		 38,659
16/02/2017 as above Sell 3,103.20 431.00
-		 431
16/02/2017 as above Sell 26,769.60 3,718.00
-		 3,718
16/02/2017 as above Sell 141,314.40 19,627.00
-		 19,627
16/02/2017 as above Sell 15,775.20 2,191.00
-		 2,191
16/02/2017 as above Sell 174,132.00 24,185.00
-		 24,185
16/02/2017 as above Sell 563,112.00 78,210.00
-		 78,210
16/02/2017 as above Sell 7,561.22 1,048.00
-		 1,048
16/02/2017 as above Sell 41,406.31 5,739.00
-		 5,739
16/02/2017 as above Sell 15,966.57 2,213.00
-		 2,213
16/02/2017 as above Sell 137,285.12 19,028.00
-		 19,028
16/02/2017 as above Sell 16,882.87 2,340.00
-		 2,340
16/02/2017 as above Sell 65,749.38 9,113.00
-		 9,113
16/02/2017 as above Sell 351,733.59 48,751.00
-		 48,751
16/02/2017 as above Sell 703,734.13 97,539.00
-		 97,539
16/02/2017 as above Sell 492,366.42 68,243.00
-		 68,243
16/02/2017 as above Sell 5,483.32 760.00
-		 760
16/02/2017 as above Sell 47,358.60 6,564.00
-		 6,564
16/02/2017 as above Sell 249,967.43 34,646.00
-		 34,646
16/02/2017 as above Sell 27,907.23 3,868.00
-		 3,868
16/02/2017 as above Sell 308,018.51 42,692.00
-		 42,692
16/02/2017 as above Sell 996,089.09 138,060.00
-		 138,060
24/02/2017 as above Sell 9,780.59 1,310.00
-		 1,310
27/02/2017 as above Sell 4,831.61 653.00
-		 653
27/02/2017 as above Buy- transfer 1,982,545.50 267,550.00 267,550
07/03/2017 as above Sell 388,150.63 51,741.00
-		 51,741
15/03/2017 as above Sell 25,629.20 3,309.00
-		 3,309
17/03/2017 as above Sell - transfer 293,701.10 38,143.00
-		 38,143
17/03/2017 as above Sell - transfer 881,095.60 114,428.00
-		 114,428
22/03/2017 as above Sell 105,505.40 14,396.00
-		 14,396
23/03/2017 as above Buy- transfer 810,804.06 111,681.00 111,681
23/03/2017 as above Sell 874,460.62 119,776.00
-		 119,776
27/03/2017 as above Sell 148,052.67 20,054.00
-		 20,054
27/03/2017 as above Sell 8,856.00 1,200.00
-		 1,200
29/03/2017 as above Buy 5,980.70 773.00 773
29/03/2017 as above Buy 243,498.86 31,472.00 31,472
29/03/2017 as above Buy 33,934.48 4,386.00 4,386
29/03/2017 as above Buy 32,634.67 4,218.00 4,218
29/03/2017 as above Buy 142,066.79 18,362.00 18,362
29/03/2017 as above Buy 410,030.05 52,996.00 52,996
29/03/2017 as above Buy 19,249.66 2,488.00 2,488
29/03/2017 as above Buy 165,904.49 21,443.00 21,443
29/03/2017 as above Buy 121,176.89 15,662.00 15,662
29/03/2017 as above Buy 686,148.11 88,684.00 88,684
29/03/2017 as above Buy 7,845.32 1,014.00 1,014
03/04/2017 as above Buy 2,781.75 362.00 362
03/04/2017 as above Buy 113,314.16 14,746.00 14,746
03/04/2017 as above Buy 15,791.44 2,055.00 2,055
03/04/2017 as above Buy 15,184.37 1,976.00 1,976
03/04/2017 as above Buy 66,116.58 8,604.00 8,604
03/04/2017 as above Buy 190,811.34 24,831.00 24,831
03/04/2017 as above Buy 8,960.01 1,166.00 1,166
03/04/2017 as above Buy 77,205.17 10,047.00 10,047
03/04/2017 as above Buy 56,395.81 7,339.00 7,339
03/04/2017 as above Buy 319,309.87 41,553.00 41,553
03/04/2017 as above Buy 3,650.09 475.00 475
04/04/2017 as above Buy 1,485.98 194.00 194
04/04/2017 as above Buy 60,396.73 7,885.00 7,885
04/04/2017 as above Buy 8,418.01 1,099.00 1,099
04/04/2017 as above Buy 8,096.30 1,057.00 1,057
04/04/2017 as above Buy 35,234.62 4,600.00 4,600
04/04/2017 as above Buy 101,690.18 13,276.00 13,276
04/04/2017 as above Buy 4,771.99 623.00 623
04/04/2017 as above Buy 41,147.91 5,372.00 5,372
04/04/2017 as above Buy 30,056.66 3,924.00 3,924
04/04/2017 as above Buy 170,183.21 22,218.00 22,218
04/04/2017 as above Buy 1,945.56 254.00 254
04/04/2017 as above Sell 6,128.00 800.00
-		 800
05/04/2017 as above Buy 1,565.52 204.00 204
05/04/2017 as above Buy 63,779.45 8,311.00 8,311
05/04/2017 as above Buy 8,886.61 1,158.00 1,158
05/04/2017 as above Buy 8,548.95 1,114.00 1,114
05/04/2017 as above Buy 37,211.71 4,849.00 4,849
05/04/2017 as above Buy 107,391.36 13,994.00 13,994
05/04/2017 as above Buy 5,041.88 657.00 657
05/04/2017 as above Buy 43,450.75 5,662.00 5,662
05/04/2017 as above Buy 31,740.08 4,136.00 4,136
05/04/2017 as above Buy 179,719.75 23,419.00 23,419
05/04/2017 as above Buy 2,056.66 268.00 268
06/04/2017 as above Buy 3,358.94 435.00 435
06/04/2017 as above Buy 136,766.75 17,712.00 17,712
06/04/2017 as above Buy 19,057.16 2,468.00 2,468
06/04/2017 as above Buy 18,323.59 2,373.00 2,373

Page 2 of 3

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
06/04/2017 as above Buy 79,796.05 10,334.00 10,334
06/04/2017 as above Buy 230,299.70 29,825.00 29,825
06/04/2017 as above Buy 10,810.38 1,400.00 1,400
06/04/2017 as above Buy 93,185.48 12,068.00 12,068
06/04/2017 as above Buy 68,059.06 8,814.00 8,814
06/04/2017 as above Buy 385,374.60 49,908.00 49,908
06/04/2017 as above Buy 4,409.09 571.00 571
07/04/2017 as above Buy 1,585.31 206.00 206
07/04/2017 as above Buy 64,559.23 8,389.00 8,389
07/04/2017 as above Buy 8,996.27 1,169.00 1,169
07/04/2017 as above Buy 8,649.97 1,124.00 1,124
07/04/2017 as above Buy 37,670.45 4,895.00 4,895
07/04/2017 as above Buy 108,724.85 14,128.00 14,128
07/04/2017 as above Buy 5,102.25 663.00 663
07/04/2017 as above Buy 43,988.62 5,716.00 5,716
07/04/2017 as above Buy 32,129.55 4,175.00 4,175
07/04/2017 as above Buy 181,926.35 23,640.00 23,640
07/04/2017 as above Buy 2,085.53 271.00 271
07/04/2017 as above Buy 2,360.70 305.00 305
07/04/2017 as above Buy 95,983.74 12,401.00 12,401
07/04/2017 as above Buy 13,374.72 1,728.00 1,728
07/04/2017 as above Buy 12,863.88 1,662.00 1,662
07/04/2017 as above Buy 55,998.90 7,235.00 7,235
07/04/2017 as above Buy 161,618.94 20,881.00 20,881
07/04/2017 as above Buy 7,585.20 980.00 980
07/04/2017 as above Buy 65,395.26 8,449.00 8,449
07/04/2017 as above Buy 47,771.28 6,172.00 6,172
07/04/2017 as above Buy 270,466.56 34,944.00 34,944
07/04/2017 as above Buy 3,096.00 400.00 400
10/04/2017 as above Buy 3,484.94 450.00 450
10/04/2017 as above Buy 141,767.16 18,306.00 18,306
10/04/2017 as above Buy 19,755.71 2,551.00 2,551
10/04/2017 as above Buy 18,996.77 2,453.00 2,453
10/04/2017 as above Buy 82,716.87 10,681.00 10,681
10/04/2017 as above Buy 238,694.81 30,822.00 30,822
10/04/2017 as above Buy 11,213.75 1,448.00 1,448
10/04/2017 as above Buy 96,594.65 12,473.00 12,473
10/04/2017 as above Buy 70,550.57 9,110.00 9,110
10/04/2017 as above Buy 399,474.23 51,583.00 51,583
10/04/2017 as above Buy 4,569.14 590.00 590
20/04/2017 as above Sell 53,797.50 7,173.00
-		 7,173
01/05/2017 as above Sell 67,369.39 8,747.00
-		 8,747
01/05/2017 as above Buy 175,024.37 22,639.00 22,639
03/05/2017 as above Sell 10,075.00 1,300.00
-		 1,300
10/05/2017 as above Sell 251,888.07 31,694.00
-		 31,694
16/05/2017 as above Sell 14,272.47 1,773.00
-		 1,773
18/05/2017 as above Buy 304,439.18 38,900.00 38,900
18/05/2017 as above Buy 143,219.46 18,300.00 18,300
18/05/2017 as above Buy 20,285.08 2,594.00 2,594
23/05/2017 as above Buy 19,277.77 2,434.00 2,434
29/05/2017 as above Buy 15,670.20 2,009.00 2,009
30/05/2017 as above Buy 250,393.13 32,338.00 32,338
01/06/2017 as above Buy 207,638.47 26,519.00 26,519
01/06/2017 as above Buy 378,221.49 48,306.00 48,306
07/06/2017 as above Buy 60,448.12 7,600.00 7,600
07/06/2017 as above Buy 56,471.27 7,100.00 7,100
09/06/2017 as above Buy- transfer 2,321,528.00 299,552.00 299,552

Total Number of Securities

160,320

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

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

Andrew Brown - Company Secretary of Challenger Limited 14/06/2017 Company Name

14/06/2017
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 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
CHALLENGER JERSEY I3 LIMITED 95120 JERSEY

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 14/06/2017

14/06/2017
Company Name ACN /
Company No.		 Country of
Incorporation
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 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

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
14/06/2017
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

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

Andrew Brown - Company Secretary of Challenger Limited 14/06/2017

14/06/2017
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 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

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

14/06/2017

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

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