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CHALLENGER LIMITED Major Shareholding Notification 2017

Jun 4, 2017

64641_rns_2017-06-04_d3b41566-f2a8-4706-8e5a-7c623b569088.pdf

Major Shareholding Notification

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Sydney

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

Telephone 02 9994 7000 Facsimile 02 9994 7777

5 June 2017

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

By electronic lodgement

Dear Sir/Madam

Re: Notice of change of interests of substantial holder – Reliance Worldwide Corporation Limited (RWC)

We enclose notice of change of interests of substantial holder in reliance Worldwide Corporation 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

attach

Melbourne Level 19, 31 Queen Street PO Box 297, Flinders Lane, Melbourne VIC 3000 Telephone 02 9994 7000 Facsimile 02 9994 7777 Brisbane Level 9, 241 Adelaide Street GPO Box 3234, Brisbane QLD 4001 Telephone 07 3136 5400 Facsimile 07 3136 5407 Perth Level 5, 50 Georges Terrace, Perth WA 6000 Telephone 08 9261 7412 Facsimile 08 9321 5277 Adelaide Level 7, Suite 714, 147 Pirie Street Adelaide SA 5000 Telephone 08 7071 7042 Facsimile 08 8227 0395

Challenger Limited ABN 85 106 842 371 Challenger Group Services Pty Limited ABN 91 085 657 307 Challenger Life Company Limited ABN 44 072 486 938 AFSL 234670 Howard Commercial Lending Limited ABN 65 000 033 143 Challenger Management Services Limited ABN 29 092 382 842 AFSL 234 678 Challenger Retirement and Investment Services Limited ABN 80 115 534 453 AFSL295642 RSE Licence No. L0001304 Challenger Investment Solutions Management Pty Ltd ABN 63 130 035 353 AFSL 487354 Challenger Mortgage Management Pty Ltd ABN 72 087 271 109 Challenger Securitisation Management Pty Ltd ABN 56 100 346 898 AFSL 244593

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Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To
Company Name/Scheme		 Reliance Worldwide Corporation Limited Reliance Worldwide Corporation Limited
ACN/ARSN 610 855 877
1. Details of substantial holder(1)
Name Challenger Limited (and its entities listed in Annexure 2)
ACN/ARSN (if applicable) 106 842 371
There was a change in the interests of the substantial holder on 01/06/2017
The previous notice was given to the company on 02/03/2017
The previous notice was dated 02/03/2017

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Classof securities (4) Previous notice Previous notice Present notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Ordinary Fully Paid 43,011,620 8.19% 48,242,391 9.19%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

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

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant Registered holder of Person entitled to be Nature of relevant interest Class and number of Person's votes
interest securities registered as holder (6) securities
(8)
Challenger Limited (and BNP Paribas BNP Paribas Ordinary and Fully 3,362,501 3,362,501
its entities listed in
Annexure 2)		 Nominees Pty
Limited		 Nominees Pty
Limited		 Paid securities
purchased and sold		 (Ordinary Fully
Paid)
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).
Challenger Limited (and Citicorp Nominees
Citicorp		 As above 9,746,560 9,746,560
its entities listed in
Annexure 2)		 Pty Limited Nominees Pty
Limited		 (Ordinary Fully
Paid)

604 page 2 / 2 15 July 2001

Challenger Limited (and J P Morgan J P Morgan Ordinary and Fully 14,123,265 14,123,265
its entities listed in
Annexure 2)		 Nominees
Australia Limited		 Nominees
Australia Limited		 Paid securities
purchased and sold		 (Ordinary Fully
Paid)
on market by
Challenger Limited
(and its entities listed
in Annexure 2) and
obtains a relevant
interest by virtue of
Section 608(3) of the
Corporations Act 2001
(Cth).
Challenger Limited (and National National As above 6,632,448 6,632,448
its entities listed in
Annexure 2)		 Nominees Limited Nominees
Limited		 (Ordinary Fully
Paid)
Challenger Limited (and HSBC Custody HSBC Custody As above 14,377,617 14,377,617
its entities listed in
Annexure 2)		 Nominees
(Australia) Limited		 Nominees
(Australia)		 (Ordinary Fully
Paid)
Limited

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

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Name and ACN/ARSN (if applicable) Nature of association
N/A N/A
6. Addresses
The addresses of persons named in this form are as follows:
Name Address
Challenger Limited (and its entities Level 2, 5 Martin Place, Sydney NSW 2000
listed in Annexure 2)
Signature
print name Andrew Brown Capacity Company Secretary
sign here date 05/06/2017
DIRECTIONS
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  • (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and

trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

  • (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

  • (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

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

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

  • (6) Include details of:

(a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

(7) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

  • (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

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

Annexure 1 consists of 3 pages and is referred to in Form 604 signed by me and dated 05/06/2017

[Insert Signature Here]

Andrew Brown Company Secretary of Challenger Limited

Transactions:

Company Name/Scheme: Reliance Worldwide Corporation Limited (RWC) As at: 01/06/2017 Class of security: Ordinary Fully Paid

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
01/03/2017 Challenger Limited (and its entities
listed in Annexure 2)		 Buy 1,217.22 440 440
01/03/2017 as above Buy 63,890.01 23,095 23,095
01/03/2017 as above Buy 3,261.59 1,179 1,179
01/03/2017 as above Buy 22,092.47 7,986 7,986
01/03/2017 as above Buy 18,352.30 6,634 6,634
01/03/2017 as above Buy 23,962.56 8,662 8,662
01/03/2017 as above Buy 56,672.47 20,486 20,486
01/03/2017 as above Buy 46,840.68 16,932 16,932
07/03/2017 as above Buy 7,910.56 2,800 2,800
07/03/2017 as above Sell 228,348.10 80,774
-		 80,774
09/03/2017 as above Buy 85,387.50 29,700 29,700
09/03/2017 as above Buy 2,300.00 800 800
09/03/2017 as above Buy 40,537.50 14,100 14,100
09/03/2017 as above Buy 116,150.00 40,400 40,400
09/03/2017 as above Buy 33,350.00 11,600 11,600
09/03/2017 as above Buy 6,037.50 2,100 2,100
09/03/2017 as above Buy 102,925.00 35,800 35,800
09/03/2017 as above Buy 44,562.50 15,500 15,500
15/03/2017 as above Sell 15,182.74 5,182
-		 5,182
17/03/2017 as above Buy 7,733.61 2,700 2,700
17/03/2017 as above Sell - transfer 169,727.04 58,933
-		 58,933
17/03/2017 as above Sell - transfer 509,178.24 176,798
-		 176,798
20/03/2017 as above Buy 7,700.40 2,700 2,700
20/03/2017 as above Sell 34,180.48 12,107
-		 12,107
22/03/2017 as above Sell 65,679.99 23,372
-		 23,372
23/03/2017 as above Sell 532,589.38 186,985
-		 186,985
23/03/2017 as above Buy- transfer 491,636.74 171,302 171,302
27/03/2017 as above Sell 88,492.00 31,015
-		 31,015
27/03/2017 as above Sell 11,154.00 3,900
-		 3,900
03/04/2017 as above Buy 108,027.53 37,656 37,656
03/04/2017 as above Buy 5,717.52 1,993 1,993
03/04/2017 as above Buy 37,957.09 13,231 13,231
03/04/2017 as above Buy 31,459.26 10,966 10,966
03/04/2017 as above Buy 38,705.85 13,492 13,492
03/04/2017 as above Buy 99,819.90 34,795 34,795
03/04/2017 as above Buy 80,527.22 28,070 28,070
04/04/2017 as above Buy 50,740.69 17,810 17,810
04/04/2017 as above Buy 2,686.61 943 943
04/04/2017 as above Buy 17,829.04 6,258 6,258
04/04/2017 as above Buy 14,774.91 5,186 5,186
04/04/2017 as above Buy 18,179.47 6,381 6,381
04/04/2017 as above Buy 46,885.99 16,457 16,457
04/04/2017 as above Buy 37,820.48 13,275 13,275
05/04/2017 as above Buy 316,776.89 111,263 111,263
05/04/2017 as above Buy 16,763.72 5,888 5,888
05/04/2017 as above Buy 111,298.83 39,092 39,092
05/04/2017 as above Buy 92,248.89 32,401 32,401
05/04/2017 as above Buy 113,496.79 39,864 39,864
05/04/2017 as above Buy 292,704.66 102,808 102,808
05/04/2017 as above Buy 236,135.63 82,939 82,939
06/04/2017 as above Buy 48,916.16 17,224 17,224
06/04/2017 as above Buy 2,590.08 912 912
06/04/2017 as above Buy 17,187.68 6,052 6,052
06/04/2017 as above Buy 14,245.44 5,016 5,016
06/04/2017 as above Buy 17,525.64 6,171 6,171

Page 1 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 45,198.60 15,915 15,915
06/04/2017 as above Buy 36,465.60 12,840 12,840
07/04/2017 as above Buy 46,937.00 16,020 16,020
07/04/2017 as above Buy 343,762.24 117,329 117,329
07/04/2017 as above Buy 119,686.42 40,850 40,850
07/04/2017 as above Buy 123,679.87 42,213 42,213
07/04/2017 as above Buy 8,174.42 2,790 2,790
07/04/2017 as above Buy 201,755.84 68,861 68,861
07/04/2017 as above Buy 90,935.31 31,037 31,037
07/04/2017 as above Buy 46,708.47 15,942 15,942
07/04/2017 as above Buy 145,129.67 49,534 49,534
07/04/2017 as above Buy 5,326.56 1,818 1,818
07/04/2017 as above Buy 5,188.85 1,771 1,771
07/04/2017 as above Buy 56,397.65 19,249 19,249
07/04/2017 as above Buy 52,817.31 18,027 18,027
07/04/2017 as above Buy 5,558.02 1,897 1,897
07/04/2017 as above Buy 163,224.73 55,710 55,710
07/04/2017 as above Buy 12,170.80 4,154 4,154
07/04/2017 as above Buy 71,738.60 24,485 24,485
10/04/2017 as above Buy 16,538.75 5,626 5,626
10/04/2017 as above Buy 121,118.58 41,201 41,201
10/04/2017 as above Buy 42,170.00 14,345 14,345
10/04/2017 as above Buy 43,578.11 14,824 14,824
10/04/2017 as above Buy 2,880.91 980 980
10/04/2017 as above Buy 71,084.89 24,181 24,181
10/04/2017 as above Buy 32,039.79 10,899 10,899
10/04/2017 as above Buy 16,456.44 5,598 5,598
10/04/2017 as above Buy 51,133.14 17,394 17,394
10/04/2017 as above Buy 1,878.47 639 639
10/04/2017 as above Buy 1,828.49 622 622
10/04/2017 as above Buy 19,869.43 6,759 6,759
10/04/2017 as above Buy 18,608.30 6,330 6,330
10/04/2017 as above Buy 1,957.84 666 666
10/04/2017 as above Buy 57,506.41 19,562 19,562
10/04/2017 as above Buy 4,289.02 1,459 1,459
10/04/2017 as above Buy 25,275.54 8,598 8,598
11/04/2017 as above Buy 76,101.27 25,898 25,898
12/04/2017 as above Buy 24,048.56 8,172 8,172
12/04/2017 as above Buy 176,135.41 59,853 59,853
12/04/2017 as above Buy 61,322.07 20,838 20,838
12/04/2017 as above Buy 63,370.26 21,534 21,534
12/04/2017 as above Buy 4,187.60 1,423 1,423
12/04/2017 as above Buy 103,374.68 35,128 35,128
12/04/2017 as above Buy 46,593.35 15,833 15,833
12/04/2017 as above Buy 16,200.11 5,505 5,505
12/04/2017 as above Buy 74,361.61 25,269 25,269
12/04/2017 as above Buy 2,730.92 928 928
12/04/2017 as above Buy 2,660.29 904 904
12/04/2017 as above Buy 28,898.30 9,820 9,820
12/04/2017 as above Buy 27,061.99 9,196 9,196
12/04/2017 as above Buy 2,848.63 968 968
12/04/2017 as above Buy 83,628.49 28,418 28,418
12/04/2017 as above Buy 6,235.79 2,119 2,119
12/04/2017 as above Buy 36,755.57 12,490 12,490
13/04/2017 as above Buy 38,658.77 13,315 13,315
13/04/2017 as above Buy 283,122.15 97,514 97,514
13/04/2017 as above Buy 98,573.33 33,951 33,951
13/04/2017 as above Buy 101,862.89 35,084 35,084
13/04/2017 as above Buy 6,732.98 2,319 2,319
13/04/2017 as above Buy 166,167.39 57,232 57,232
13/04/2017 as above Buy 74,893.20 25,795 25,795
13/04/2017 as above Buy 26,040.59 8,969 8,969
13/04/2017 as above Buy 119,527.17 41,168 41,168
13/04/2017 as above Buy 4,387.04 1,511 1,511
13/04/2017 as above Buy 4,273.80 1,472 1,472
13/04/2017 as above Buy 46,448.59 15,998 15,998
13/04/2017 as above Buy 43,498.74 14,982 14,982
13/04/2017 as above Buy 4,575.76 1,576 1,576
13/04/2017 as above Buy 134,430.32 46,301 46,301
13/04/2017 as above Buy 10,022.54 3,452 3,452
13/04/2017 as above Buy 59,084.19 20,350 20,350
19/04/2017 as above Buy 22,205.05 7,483 7,483
19/04/2017 as above Buy 3,851.69 1,298 1,298
19/04/2017 as above Buy 77,205.81 26,018 26,018
19/04/2017 as above Buy 68,751.69 23,169 23,169
19/04/2017 as above Buy 26,697.70 8,997 8,997
19/04/2017 as above Buy 56,709.98 19,111 19,111
19/04/2017 as above Buy 29,214.05 9,845 9,845
20/04/2017 as above Buy 121,220.88 40,953 40,953
20/04/2017 as above Buy 421,317.52 142,337 142,337
20/04/2017 as above Buy 20,992.32 7,092 7,092
20/04/2017 as above Buy 375,490.80 126,855 126,855
20/04/2017 as above Buy 145,762.24 49,244 49,244
20/04/2017 as above Buy 309,556.80 104,580 104,580
20/04/2017 as above Buy 159,659.44 53,939 53,939

Page 2 of 3

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
20/04/2017 as above Sell 30,079.52 10,162
-		 10,162
01/05/2017 as above Buy 237,742.09 77,625 77,625
02/05/2017 as above Buy 87,999.34 28,600 28,600
03/05/2017 as above Sell 15,092.00 4,900
-		 4,900
10/05/2017 as above Sell 145,441.52 45,676
-		 45,676
24/05/2017 as above Sell 35,078.71 10,300
-		 10,300
29/05/2017 as above Buy 12,240.90 3,654 3,654
31/05/2017 as above Buy 11,509.44 3,493 3,493
31/05/2017 as above Buy 483,195.28 146,645 146,645
31/05/2017 as above Buy 36,271.36 11,008 11,008
31/05/2017 as above Buy 194,882.78 59,145 59,145
31/05/2017 as above Buy 52,397.09 15,902 15,902
31/05/2017 as above Buy 54,548.73 16,555 16,555
31/05/2017 as above Buy 230,916.90 70,081 70,081
31/05/2017 as above Buy 285,590.83 86,674 86,674
31/05/2017 as above Buy 636,755.46 193,249 193,249
31/05/2017 as above Buy 1,147,921.99 348,383 348,383
01/06/2017 as above Buy 9,914.66 3,009 3,009
01/06/2017 as above Buy 2,550.33 774 774
01/06/2017 as above Buy 107,113.86 32,508 32,508
01/06/2017 as above Buy 8,039.80 2,440 2,440
01/06/2017 as above Buy 43,200.75 13,111 13,111
01/06/2017 as above Buy 11,614.88 3,525 3,525
01/06/2017 as above Buy 12,092.65 3,670 3,670
01/06/2017 as above Buy 51,187.83 15,535 15,535
01/06/2017 as above Buy 63,310.13 19,214 19,214
01/06/2017 as above Buy 141,154.51 42,839 42,839
01/06/2017 as above Buy 254,466.26 77,228 77,228
01/06/2017 as above Buy 65,505.83 19,701 19,701
01/06/2017 as above Buy 16,854.43 5,069 5,069
01/06/2017 as above Buy 707,606.55 212,814 212,814
01/06/2017 as above Buy 53,120.20 15,976 15,976
01/06/2017 as above Buy 285,391.40 85,832 85,832
01/06/2017 as above Buy 76,734.35 23,078 23,078
01/06/2017 as above Buy 79,886.45 24,026 24,026
01/06/2017 as above Buy 338,159.15 101,702 101,702
01/06/2017 as above Buy 418,225.15 125,782 125,782
01/06/2017 as above Buy 932,476.30 280,444 280,444
01/06/2017 as above Buy 1,681,040.20 505,576 505,576
01/06/2017 as above Buy 294,601.68 88,618 88,618
Total Number of Securities 5,230,771

Page 3 of 3

Annexure 2

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

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Andrew Brown - Company Secretary of Challenger Limited 05/06/2017

05/06/2017
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 604 - Notice of change of interests of Substantial Holder

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Andrew Brown - Company Secretary of Challenger Limited 05/06/2017

05/06/2017
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 604 - Notice of change of interests of Substantial Holder

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

Andrew Brown - Company Secretary of Challenger Limited 05/06/2017

05/06/2017
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 604 - Notice of change of interests of Substantial Holder

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

Andrew Brown - Company Secretary of Challenger Limited 05/06/2017

05/06/2017
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 604 - Notice of change of interests of Substantial Holder

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

Andrew Brown - Company Secretary of Challenger Limited

05/06/2017

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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