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CHALLENGER LIMITED Major Shareholding Notification 2017

Jun 12, 2017

64641_rns_2017-06-12_712ecff1-5b0e-4e03-9eb0-11415c532bdc.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

13 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 – Sims Metal Management Limited (SGM)

We enclose notice of initial substantial holder in Simms Metal Management 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

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		 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)
5. Consideration
Holder of relevant interest
Cash
Non-cash
Refer Annexure 2
Refer
Annexure 1
Date of acquisition
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:
106 842 371
BNP Paribas Nominees Pty
Limited
BNP Paribas Nominees Pty Limited
1,865,043 (Ordinary Fully
Paid)
Citicorp Nominees Pty
Limited
Citicorp Nominees Pty Limited
1,384,542 (Ordinary Fully
Paid)
National Nominees Limited
ACN/ARSN (if applicable)
National Nominees Limited
1,855,407 (Ordinary Fully
Paid)
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:
114 838 630
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
10,021,834
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)
Sims Metal Management Limited
Voting power (6)
08/06/2017
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
5.06%
Person entitled to be registered as
holder (8)
Class and number of
securities
HSBC Custody Nominees
(Australia) Limited
HSBC Custody Nominees (Australia)
Limited
4,916,842 (Ordinary Fully
Paid)
Refer
Annexure 1
Refer
Annexure 1
Consideration (9)
Class and number of
securities
Registered holder of securities		 Sims Metal Management Limited
114 838 630
Challenger Limited(and its entities listed in Annexure 2)
106 842 371
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

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:

603 page 2 / 2 15 July 2001

6. Associates

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

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 Level 2, 5 Martin Place, Sydney NSW 2000
entities listed in Annexure 2)
Signature
print name Andrew Brown capacity Company Secretary
sign here date 13/06/2017
----- End of picture text -----

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 4 pages and is referred to in Form 603 signed by me and dated 13/06/2017

[Insert Signature Here]

Andrew Brown Company Secretary of Challenger Limited

Transactions:

Company Name/Scheme: Sims Metal Management Limited (SGM) As at: 08/06/2017 Class of security: Ordinary Fully Paid

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
07/02/2017 Challenger Limited (and its entities
listed in Annexure 2)		 OpeningBalance 7,221,073 7,221,073
16/02/2017 as above Buy 11,498.85 909 909
16/02/2017 as above Buy 75,077.75 5,935 5,935
16/02/2017 as above Buy 5,515.40 436 436
16/02/2017 as above Buy 11,258.50 890 890
16/02/2017 as above Buy 44,730.40 3,536 3,536
16/02/2017 as above Buy 261,589.35 20,679 20,679
16/02/2017 as above Buy 633,815.60 50,104 50,104
16/02/2017 as above Buy 316,907.80 25,052 25,052
16/02/2017 as above Buy 35,129.05 2,777 2,777
16/02/2017 as above Buy 175,253.10 13,854 13,854
16/02/2017 as above Buy 24,022.35 1,899 1,899
16/02/2017 as above Buy 189,889.15 15,011 15,011
16/02/2017 as above Buy 741,087.60 58,584 58,584
17/02/2017 as above Buy 20,372.61 1,644 1,644
17/02/2017 as above Buy 133,115.94 10,742 10,742
17/02/2017 as above Buy 9,777.37 789 789
17/02/2017 as above Buy 19,963.67 1,611 1,611
17/02/2017 as above Buy 79,309.44 6,400 6,400
17/02/2017 as above Buy 463,811.52 37,428 37,428
17/02/2017 as above Buy 1,123,814.76 90,688 90,688
17/02/2017 as above Buy 561,907.38 45,344 45,344
17/02/2017 as above Buy 62,295.09 5,027 5,027
17/02/2017 as above Buy 310,731.91 25,075 25,075
17/02/2017 as above Buy 42,579.26 3,436 3,436
17/02/2017 as above Buy 336,693.36 27,170 27,170
17/02/2017 as above Buy 1,314,021.11 106,037 106,037
20/02/2017 as above Buy 6,213.80 500 500
20/02/2017 as above Buy 40,563.69 3,264 3,264
20/02/2017 as above Buy 2,982.62 240 240
20/02/2017 as above Buy 6,077.10 489 489
20/02/2017 as above Buy 24,171.68 1,945 1,945
20/02/2017 as above Buy 141,339.09 11,373 11,373
20/02/2017 as above Buy 342,467.37 27,557 27,557
20/02/2017 as above Buy 171,239.90 13,779 13,779
20/02/2017 as above Buy 18,976.95 1,527 1,527
20/02/2017 as above Buy 94,698.31 7,620 7,620
20/02/2017 as above Buy 12,974.41 1,044 1,044
20/02/2017 as above Buy 102,602.27 8,256 8,256
20/02/2017 as above Buy 400,442.13 32,222 32,222
21/02/2017 as above Buy 2,370.83 185 185
21/02/2017 as above Buy 15,468.07 1,207 1,207
21/02/2017 as above Buy 1,140.56 89 89
21/02/2017 as above Buy 2,319.57 181 181
21/02/2017 as above Buy 9,214.20 719 719
21/02/2017 as above Buy 53,926.78 4,208 4,208
21/02/2017 as above Buy 130,651.98 10,195 10,195
21/02/2017 as above Buy 65,319.58 5,097 5,097
21/02/2017 as above Buy 7,240.64 565 565
21/02/2017 as above Buy 36,126.33 2,819 2,819
21/02/2017 as above Buy 4,946.71 386 386
21/02/2017 as above Buy 39,137.93 3,054 3,054
21/02/2017 as above Buy 152,758.38 11,920 11,920
24/02/2017 as above Buy 11,293.77 905 905
24/02/2017 as above Buy 73,802.58 5,914 5,914

Page 1 of 4

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
24/02/2017 as above Buy 5,416.02 434 434
24/02/2017 as above Buy 11,069.14 887 887
24/02/2017 as above Buy 43,977.05 3,524 3,524
24/02/2017 as above Buy 257,160.94 20,607 20,607
24/02/2017 as above Buy 623,103.93 49,931 49,931
24/02/2017 as above Buy 311,545.72 24,965 24,965
24/02/2017 as above Buy 34,542.70 2,768 2,768
24/02/2017 as above Buy 172,289.22 13,806 13,806
24/02/2017 as above Buy 23,610.84 1,892 1,892
24/02/2017 as above Buy 186,677.85 14,959 14,959
24/02/2017 as above Buy 728,566.49 58,382 58,382
27/02/2017 as above Buy 4,030.62 323 323
27/02/2017 as above Buy 26,342.54 2,111 2,111
27/02/2017 as above Buy 1,934.20 155 155
27/02/2017 as above Buy 3,955.75 317 317
27/02/2017 as above Buy 15,698.20 1,258 1,258
27/02/2017 as above Buy 91,805.80 7,357 7,357
27/02/2017 as above Buy 222,432.83 17,825 17,825
27/02/2017 as above Buy 111,210.17 8,912 8,912
27/02/2017 as above Buy 12,328.96 988 988
27/02/2017 as above Buy 61,495.03 4,928 4,928
27/02/2017 as above Buy 8,423.12 675 675
27/02/2017 as above Buy 66,636.26 5,340 5,340
27/02/2017 as above Buy 260,081.07 20,842 20,842
27/02/2017 as above Buy- transfer 2,575,755.00 204,750 204,750
01/03/2017 as above Buy 2,298.79 184 184
01/03/2017 as above Buy 15,042.05 1,204 1,204
01/03/2017 as above Buy 1,099.42 88 88
01/03/2017 as above Buy 2,261.31 181 181
01/03/2017 as above Buy 8,957.77 717 717
01/03/2017 as above Buy 52,447.29 4,198 4,198
01/03/2017 as above Buy 127,007.90 10,166 10,166
01/03/2017 as above Buy 63,503.95 5,083 5,083
01/03/2017 as above Buy 7,033.78 563 563
01/03/2017 as above Buy 35,118.95 2,811 2,811
01/03/2017 as above Buy 4,809.96 385 385
01/03/2017 as above Buy 38,054.90 3,046 3,046
01/03/2017 as above Buy 148,509.05 11,887 11,887
07/03/2017 as above Sell 569,041.21 44,360
-		 44,360
09/03/2017 as above Buy 862.50 69 69
09/03/2017 as above Buy 5,662.50 453 453
09/03/2017 as above Buy 412.50 33 33
09/03/2017 as above Buy 850.00 68 68
09/03/2017 as above Buy 3,375.00 270 270
09/03/2017 as above Buy 19,750.00 1,580 1,580
09/03/2017 as above Buy 47,825.00 3,826 3,826
09/03/2017 as above Buy 23,912.50 1,913 1,913
09/03/2017 as above Buy 2,650.00 212 212
09/03/2017 as above Buy 13,225.00 1,058 1,058
09/03/2017 as above Buy 1,812.50 145 145
09/03/2017 as above Buy 14,325.00 1,146 1,146
09/03/2017 as above Buy 55,912.50 4,473 4,473
10/03/2017 as above Buy 874.99 70 70
10/03/2017 as above Buy 5,712.41 457 457
10/03/2017 as above Buy 424.99 34 34
10/03/2017 as above Buy 862.49 69 69
10/03/2017 as above Buy 3,399.95 272 272
10/03/2017 as above Buy 19,912.18 1,593 1,593
10/03/2017 as above Buy 48,249.23 3,860 3,860
10/03/2017 as above Buy 24,124.61 1,930 1,930
10/03/2017 as above Buy 2,674.96 214 214
10/03/2017 as above Buy 13,337.29 1,067 1,067
10/03/2017 as above Buy 1,824.97 146 146
10/03/2017 as above Buy 14,462.27 1,157 1,157
10/03/2017 as above Buy 56,424.10 4,514 4,514
15/03/2017 as above Buy 8,223.71 670 670
15/03/2017 as above Buy 160,190.58 13,051 13,051
15/03/2017 as above Buy 84,262.38 6,865 6,865
15/03/2017 as above Buy 472,593.52 38,503 38,503
15/03/2017 as above Buy 41,842.75 3,409 3,409
15/03/2017 as above Buy 18,767.25 1,529 1,529
15/03/2017 as above Buy 1,144,262.30 93,225 93,225
15/03/2017 as above Buy 63,457.61 5,170 5,170
15/03/2017 as above Buy 346,365.65 28,219 28,219
15/03/2017 as above Buy 72,110.93 5,875 5,875
15/03/2017 as above Buy 468,457.12 38,166 38,166
15/03/2017 as above Buy 293,132.44 23,882 23,882
15/03/2017 as above Buy 1,330,965.15 108,436 108,436
15/03/2017 as above Sell 35,151.26 2,865
-		 2,865
17/03/2017 as above Sell - transfer 386,057.20 30,020
-		 30,020
17/03/2017 as above Sell - transfer 1,158,158.74 90,059
-		 90,059
23/03/2017 as above Sell 1,223,130.53 98,518
-		 98,518
23/03/2017 as above Buy- transfer 1,041,070.38 83,553 83,553
27/03/2017 as above Sell 205,310.39 16,501
-		 16,501

Page 2 of 4

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
29/03/2017 as above Buy 11,138.52 876 876
29/03/2017 as above Buy 96,851.68 7,617 7,617
29/03/2017 as above Buy 12,193.88 959 959
29/03/2017 as above Buy 132,009.21 10,382 10,382
29/03/2017 as above Buy 17,330.82 1,363 1,363
29/03/2017 as above Buy 173,829.50 13,671 13,671
29/03/2017 as above Buy 119,154.14 9,371 9,371
29/03/2017 as above Buy 576,202.00 45,316 45,316
29/03/2017 as above Buy 204,142.54 16,055 16,055
29/03/2017 as above Buy 8,036.01 632 632
29/03/2017 as above Buy 32,614.49 2,565 2,565
29/03/2017 as above Buy 27,426.69 2,157 2,157
29/03/2017 as above Buy 130,254.51 10,244 10,244
29/03/2017 as above Buy 392,518.22 30,870 30,870
30/03/2017 as above Buy 12,091.59 961 961
30/03/2017 as above Buy 105,125.12 8,355 8,355
30/03/2017 as above Buy 13,236.58 1,052 1,052
30/03/2017 as above Buy 143,274.65 11,387 11,387
30/03/2017 as above Buy 18,823.12 1,496 1,496
30/03/2017 as above Buy 188,684.17 14,996 14,996
30/03/2017 as above Buy 129,333.46 10,279 10,279
30/03/2017 as above Buy 625,466.13 49,710 49,710
30/03/2017 as above Buy 221,599.47 17,612 17,612
30/03/2017 as above Buy 8,719.53 693 693
30/03/2017 as above Buy 35,406.59 2,814 2,814
30/03/2017 as above Buy 29,769.72 2,366 2,366
30/03/2017 as above Buy 141,399.89 11,238 11,238
30/03/2017 as above Buy 426,074.42 33,863 33,863
31/03/2017 as above Buy 5,049.00 408 408
31/03/2017 as above Buy 43,857.00 3,544 3,544
31/03/2017 as above Buy 5,519.25 446 446
31/03/2017 as above Buy 59,783.63 4,831 4,831
31/03/2017 as above Buy 7,845.75 634 634
31/03/2017 as above Buy 78,717.38 6,361 6,361
31/03/2017 as above Buy 53,955.00 4,360 4,360
31/03/2017 as above Buy 260,939.25 21,086 21,086
31/03/2017 as above Buy 92,441.25 7,470 7,470
31/03/2017 as above Buy 3,638.25 294 294
31/03/2017 as above Buy 14,763.38 1,193 1,193
31/03/2017 as above Buy 12,424.50 1,004 1,004
31/03/2017 as above Buy 58,991.63 4,767 4,767
31/03/2017 as above Buy 177,754.50 14,364 14,364
03/04/2017 as above Buy 16,070.76 1,321 1,321
03/04/2017 as above Buy 139,673.25 11,481 11,481
03/04/2017 as above Buy 17,579.29 1,445 1,445
03/04/2017 as above Buy 190,367.31 15,648 15,648
03/04/2017 as above Buy 25,000.31 2,055 2,055
03/04/2017 as above Buy 250,696.52 20,607 20,607
03/04/2017 as above Buy 171,839.10 14,125 14,125
03/04/2017 as above Buy 831,019.97 68,309 68,309
03/04/2017 as above Buy 294,419.69 24,201 24,201
03/04/2017 as above Buy 11,593.82 953 953
03/04/2017 as above Buy 47,044.38 3,867 3,867
03/04/2017 as above Buy 39,550.37 3,251 3,251
03/04/2017 as above Buy 187,861.20 15,442 15,442
03/04/2017 as above Buy 566,101.86 46,533 46,533
04/04/2017 as above Buy 6,986.19 576 576
04/04/2017 as above Buy 60,728.90 5,007 5,007
04/04/2017 as above Buy 7,653.27 631 631
04/04/2017 as above Buy 82,791.19 6,826 6,826
04/04/2017 as above Buy 10,879.53 897 897
04/04/2017 as above Buy 109,037.91 8,990 8,990
04/04/2017 as above Buy 74,737.67 6,162 6,162
04/04/2017 as above Buy 361,413.98 29,798 29,798
04/04/2017 as above Buy 128,043.74 10,557 10,557
04/04/2017 as above Buy 5,045.58 416 416
04/04/2017 as above Buy 20,461.29 1,687 1,687
04/04/2017 as above Buy 17,210.77 1,419 1,419
04/04/2017 as above Buy 81,687.47 6,735 6,735
04/04/2017 as above Buy 246,202.51 20,299 20,299
05/04/2017 as above Buy 7,177.08 576 576
05/04/2017 as above Buy 62,413.14 5,009 5,009
05/04/2017 as above Buy 7,849.93 630 630
05/04/2017 as above Buy 85,078.25 6,828 6,828
05/04/2017 as above Buy 11,164.34 896 896
05/04/2017 as above Buy 112,004.74 8,989 8,989
05/04/2017 as above Buy 76,767.29 6,161 6,161
05/04/2017 as above Buy 371,289.04 29,798 29,798
05/04/2017 as above Buy 131,542.33 10,557 10,557
05/04/2017 as above Buy 5,183.44 416 416
05/04/2017 as above Buy 21,007.90 1,686 1,686
05/04/2017 as above Buy 17,668.56 1,418 1,418
05/04/2017 as above Buy 83,944.37 6,737 6,737
05/04/2017 as above Buy 252,929.60 20,299 20,299
20/04/2017 as above Sell 67,974.84 5,916
-		 5,916

Page 3 of 4

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
01/05/2017 as above Buy 162,040.39 13,370 13,370
10/05/2017 as above Sell 310,729.98 26,139
-		 26,139
16/05/2017 as above Sell 16,992.03 1,421
-		 1,421
17/05/2017 as above Buy 8,802.56 736 736
30/05/2017 as above Buy 355,055.04 26,670 26,670
01/06/2017 as above Buy 288,019.20 21,871 21,871
01/06/2017 as above Buy 524,504.34 39,839 39,839
06/06/2017 as above Buy 10,467.60 780 780
07/06/2017 as above Buy 345,955.73 25,828 25,828
07/06/2017 as above Buy 44,737.96 3,340 3,340
07/06/2017 as above Buy 176,433.67 13,172 13,172
07/06/2017 as above Buy 26,347.18 1,967 1,967
07/06/2017 as above Buy 162,034.48 12,097 12,097
07/06/2017 as above Buy 182,447.85 13,621 13,621
07/06/2017 as above Buy 937,166.58 69,966 69,966
07/06/2017 as above Buy 7,956.39 594 594
07/06/2017 as above Buy 33,446.32 2,497 2,497
07/06/2017 as above Buy 586,388.80 43,778 43,778
07/06/2017 as above Buy 190,511.40 14,223 14,223
07/06/2017 as above Buy 162,771.18 12,152 12,152
07/06/2017 as above Buy 15,042.14 1,123 1,123
07/06/2017 as above Buy 80,253.00 6,025 6,025
07/06/2017 as above Buy 10,362.96 778 778
07/06/2017 as above Buy 40,919.04 3,072 3,072
07/06/2017 as above Buy 6,113.88 459 459
07/06/2017 as above Buy 37,589.04 2,822 2,822
07/06/2017 as above Buy 42,317.64 3,177 3,177
07/06/2017 as above Buy 217,382.40 16,320 16,320
07/06/2017 as above Buy 1,851.48 139 139
07/06/2017 as above Buy 7,765.56 583 583
07/06/2017 as above Buy 136,010.52 10,211 10,211
07/06/2017 as above Buy 44,195.76 3,318 3,318
07/06/2017 as above Buy 37,748.88 2,834 2,834
07/06/2017 as above Buy 3,489.84 262 262
07/06/2017 as above Buy 81,173.40 6,024 6,024
07/06/2017 as above Buy 10,510.50 780 780
07/06/2017 as above Buy 41,395.20 3,072 3,072
07/06/2017 as above Buy 6,185.03 459 459
07/06/2017 as above Buy 38,026.45 2,822 2,822
07/06/2017 as above Buy 42,810.08 3,177 3,177
07/06/2017 as above Buy 219,912.00 16,320 16,320
07/06/2017 as above Buy 1,859.55 138 138
07/06/2017 as above Buy 7,855.93 583 583
07/06/2017 as above Buy 137,593.23 10,211 10,211
07/06/2017 as above Buy 44,710.05 3,318 3,318
07/06/2017 as above Buy 38,188.15 2,834 2,834
07/06/2017 as above Buy 3,530.45 262 262
08/06/2017 as above Buy 277,461.26 20,735 20,735
08/06/2017 as above Buy 35,888.65 2,682 2,682
08/06/2017 as above Buy 141,493.87 10,574 10,574
08/06/2017 as above Buy 21,129.07 1,579 1,579
08/06/2017 as above Buy 129,959.19 9,712 9,712
08/06/2017 as above Buy 146,324.52 10,935 10,935
08/06/2017 as above Buy 751,627.62 56,170 56,170
08/06/2017 as above Buy 6,369.50 476 476
08/06/2017 as above Buy 26,829.51 2,005 2,005
08/06/2017 as above Buy 470,299.17 35,146 35,146
08/06/2017 as above Buy 152,787.68 11,418 11,418
08/06/2017 as above Buy 130,534.58 9,755 9,755
08/06/2017 as above Buy 12,056.55 901 901
Total Number of Securities 10,021,834

Page 4 of 4

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 13/06/2017 Company Name

13/06/2017
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 13/06/2017

13/06/2017
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
13/06/2017
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 13/06/2017

13/06/2017
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

13/06/2017

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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