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CHALLENGER LIMITED Major Shareholding Notification 2017

Apr 23, 2017

64641_rns_2017-04-23_ac8b645c-82d3-42a3-94db-5567577ce097.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

24 April 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 – Vocus Group Limited (VOC )

We enclose notice of change of interests of substantial holder in Vocus Group 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 51] 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

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

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

Form 604

Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

To
Company Name/Scheme		 Vocus Group Limited Vocus Group Limited
ACN/ARSN 084 115 499
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 20/04/2017
The previous notice was given to the company on 16/12/2016
The previous notice was dated 16/12/2016

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) Classof securities (4) Previous notice Previous notice Previous notice Previous notice Present notice Present notice Present notice Present notice
Person's votes Voting power (5) Person's votes Voting power (5)
Ordinary Fully Paid 44,325,872 7.15% 51,057,188 8.23%
3. Changes in relevant interests
Particulars of each change in, or change in t
or scheme, since the substantial holder was		 he nature of, a relevant interest of the substantial holder or an associate in voting securities of the company
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 (6) ** Class and number of Person's votes
interest securities registered as holder securities
(8)
Challenger Limited (and BNP Paribas BNP Paribas Ordinary Fully Paid 487,537 487,537
its entities listed in
Annexure 2)		 Nominees Pty
Limited		 Nominees Pty
Limited		 securities purchased
on market and		 (Ordinary Fully
Paid)
acquired (via off
market transfer) by
Challenger Limited
(and its entities listed
in Annexure 2)
Challenger Limited (and Citicorp Nominees
Citicorp		 As above 14,531,400 14,531,400
its entities listed in
Annexure 2)		 Pty Limited Nominees Pty
Limited		 (Ordinary Fully
Paid)
Challenger Limited (and J P Morgan J P Morgan Ordinary Fully Paid 13,708,571 13,708,571
its entities listed in
Annexure 2)		 Nominees
Australia Limited		 Nominees
Australia Limited		 securities purchased
and sold on market by		 (Ordinary Fully
Paid)
Challenger Limited
(and its entities listed
in Annexure 2)

604 page 2 / 2 15 July 2001

Challenger Limited (and National National As above 5,263,810 5,263,810
its entities listed in
Annexure 2)		 Nominees Limited Nominees
Limited		 (Ordinary Fully
Paid)
Challenger Limited (and HSBC Custody HSBC Custody Ordinary Fully Paid 17,065,870 17,065,870
its entities listed in
Annexure 2)		 Nominees
(Australia) Limited		 Nominees
(Australia)		 securities purchased
on market and		 (Ordinary Fully
Paid)
Limited acquired (via off
market transfer) by
Challenger Limited
(and its entities listed
in Annexure 2)

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:

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
listed in Annexure 2)		 Level 2, 5 Martin Place, Sydney NSW 2000

Signature

print name Andrew Brown Capacity Company Secretary
sign here date 24/04/2017
DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 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 5 pages and is referred to in Form 604 signed by me and dated 24/04/2017

[Insert Signature Here]

Andrew Brown Company Secretary of Challenger Limited

Transactions: Company Name/Scheme: Vocus Group Limited (VOC) As at: 20/04/2017 Class of security: Ordinary Fully Paid

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
15/12/2016 Challenger Limited (and its
entities listed in Annexure
2)		 Buy 187,526.30 48,242 48,242
15/12/2016 as above Buy 74,544.83 19,177 19,177
15/12/2016 as above Buy 388,253.54 99,880 99,880
15/12/2016 as above Buy 144,428.92 37,155 37,155
15/12/2016 as above Buy 208,105.14 53,536 53,536
15/12/2016 as above Buy 133,560.30 34,359 34,359
15/12/2016 as above Buy 111,815.31 28,765 28,765
15/12/2016 as above Buy 7,377.91 1,898 1,898
15/12/2016 as above Buy 41,931.23 10,787 10,787
15/12/2016 as above Buy 342,439.00 88,094 88,094
15/12/2016 as above Buy 283,038.69 72,813 72,813
15/12/2016 as above Buy 20,578.84 5,294 5,294
15/12/2016 as above Buy 22,192.30 5,590 5,590
15/12/2016 as above Buy 231,435.12 58,296 58,296
15/12/2016 as above Buy 123,133.52 31,016 31,016
15/12/2016 as above Buy 172,829.98 43,534 43,534
15/12/2016 as above Buy 730,075.06 183,898 183,898
15/12/2016 as above Buy 2,644.02 666 666
16/12/2016 as above Buy 66,704.00 17,600 17,600
16/12/2016 as above Buy 17,434.00 4,600 4,600
16/12/2016 as above Buy 173,582.00 45,800 45,800
16/12/2016 as above Buy 42,448.00 11,200 11,200
16/12/2016 as above Buy 267,574.00 70,600 70,600
16/12/2016 as above Buy 568,121.00 149,900 149,900
16/12/2016 as above Buy 7,201.00 1,900 1,900
16/12/2016 as above Buy 74,284.00 19,600 19,600
16/12/2016 as above Buy 281,218.00 74,200 74,200
16/12/2016 as above Buy 188,363.00 49,700 49,700
16/12/2016 as above Buy 74,663.00 19,700 19,700
16/12/2016 as above Buy 687,127.00 181,300 181,300
16/12/2016 as above Buy 7,201.00 1,900 1,900
16/12/2016 as above Buy 481,709.00 127,100 127,100
16/12/2016 as above Buy 124,312.00 32,800 32,800
16/12/2016 as above Buy 208,829.00 55,100 55,100
16/12/2016 as above Buy 274,775.00 72,500 72,500
16/12/2016 as above Buy 778,087.00 205,300 205,300
19/12/2016 as above Buy 1,313,667.20 344,000 344,000
20/12/2016 as above Buy 45,142.97 12,145 12,145
20/12/2016 as above Buy 17,845.32 4,801 4,801
20/12/2016 as above Buy 93,118.28 25,052 25,052
20/12/2016 as above Buy 34,631.29 9,317 9,317
20/12/2016 as above Buy 50,004.80 13,453 13,453
20/12/2016 as above Buy 31,981.07 8,604 8,604
20/12/2016 as above Buy 26,769.83 7,202 7,202
20/12/2016 as above Buy 1,765.58 475 475
20/12/2016 as above Buy 10,158.56 2,733 2,733
20/12/2016 as above Buy 82,160.57 22,104 22,104
20/12/2016 as above Buy 67,939.33 18,278 18,278
22/12/2016 as above Buy 513,093.92 133,240 133,240
23/12/2016 as above Sell 24,000.00 6,250
-		 6,250
03/01/2017 as above Buy 70,593.53 17,828 17,828
03/01/2017 as above Buy 37,070.71 9,362 9,362
03/01/2017 as above Buy 365,975.27 92,425 92,425

Page 1 of 5

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
03/01/2017 as above Buy 14,987.46 3,785 3,785
03/01/2017 as above Buy 156,562.58 39,539 39,539
03/01/2017 as above Buy 593,127.42 149,791 149,791
03/01/2017 as above Buy 14,987.46 3,785 3,785
03/01/2017 as above Buy 1,017,464.71 256,955 256,955
03/01/2017 as above Buy 263,438.84 66,530 66,530
11/01/2017 as above Sell 360,551.75 81,717
-		 81,717
11/01/2017 as above Sell 298,741.24 67,708
-		 67,708
11/01/2017 as above Sell 409,487.46 92,808
-		 92,808
11/01/2017 as above Sell 21,460.94 4,864
-		 4,864
11/01/2017 as above Sell 140,784.48 31,908
-		 31,908
11/01/2017 as above Sell 117,607.19 26,655
-		 26,655
11/01/2017 as above Sell 151,514.95 34,340
-		 34,340
12/01/2017 as above Sell 20,680.00 4,700
-		 4,700
12/01/2017 as above Sell 7,524.00 1,710
-		 1,710
13/01/2017 as above Sell 122,202.00 27,900
-		 27,900
19/01/2017 as above Buy 33,505.83 7,921 7,921
23/01/2017 as above Sell 194,306.16 45,600
-		 45,600
23/01/2017 as above Sell 159,365.14 37,400
-		 37,400
23/01/2017 as above Sell 183,227.30 43,000
-		 43,000
23/01/2017 as above Sell 11,504.97 2,700
-		 2,700
23/01/2017 as above Sell 203,254.47 47,700
-		 47,700
23/01/2017 as above Sell 65,620.94 15,400
-		 15,400
31/01/2017 as above Buy 296,510.61 73,381 73,381
31/01/2017 as above Buy 150,071.60 37,140 37,140
31/01/2017 as above Buy 139,581.94 34,544 34,544
31/01/2017 as above Buy 405,835.79 100,437 100,437
31/01/2017 as above Buy 357,828.23 88,556 88,556
31/01/2017 as above Buy 7,665.21 1,897 1,897
31/01/2017 as above Buy 116,586.32 28,853 28,853
31/01/2017 as above Buy 20,979.31 5,192 5,192
01/02/2017 as above Buy 292,252.39 73,351 73,351
01/02/2017 as above Buy 137,506.16 34,512 34,512
01/02/2017 as above Buy 399,987.86 100,391 100,391
01/02/2017 as above Buy 20,762.19 5,211 5,211
01/02/2017 as above Buy 352,977.11 88,592 88,592
01/02/2017 as above Buy 148,084.48 37,167 37,167
01/02/2017 as above Buy 114,783.70 28,809 28,809
01/02/2017 as above Buy 7,837.12 1,967 1,967
06/02/2017 as above Buy- Transfer 3,657,834.24 894,336 894,336
07/02/2017 as above Buy 54,074.77 13,742 13,742
07/02/2017 as above Buy 6,953.15 1,767 1,767
08/02/2017 as above Buy 3,985.96 1,012 1,012
08/02/2017 as above Buy 5,971.07 1,516 1,516
08/02/2017 as above Buy 18,350.40 4,659 4,659
08/02/2017 as above Buy 397.81 101 101
08/02/2017 as above Buy 2,252.94 572 572
08/02/2017 as above Buy 7,723.79 1,961 1,961
08/02/2017 as above Buy 9,957.03 2,528 2,528
08/02/2017 as above Buy 15,865.08 4,028 4,028
08/02/2017 as above Buy 7,160.56 1,818 1,818
08/02/2017 as above Buy 20,835.72 5,290 5,290
08/02/2017 as above Buy 15,199.44 3,859 3,859
08/02/2017 as above Buy 1,087.08 276 276
08/02/2017 as above Buy 107,074.44 27,039 27,039
08/02/2017 as above Buy 528,980.76 133,581 133,581
08/02/2017 as above Sell 31,763.21 7,921
-		 7,921
13/02/2017 as above Sell 154,815.48 35,346
-		 35,346
13/02/2017 as above Sell 592,745.40 135,330
-		 135,330
13/02/2017 as above Sell 87,670.08 20,016
-		 20,016
13/02/2017 as above Sell 286,535.22 65,419
-		 65,419
13/02/2017 as above Sell 386,609.46 88,267
-		 88,267
13/02/2017 as above Sell 617,120.10 140,895
-		 140,895
13/02/2017 as above Sell 279,264.42 63,759
-		 63,759
13/02/2017 as above Sell 232,223.22 53,019
-		 53,019
13/02/2017 as above Sell 809,139.30 184,735
-		 184,735
13/02/2017 as above Sell 42,337.08 9,666
-		 9,666
13/02/2017 as above Sell 716,340.24 163,548
-		 163,548
14/02/2017 as above Sell 34,587.00 8,100
-		 8,100
16/02/2017 as above Buy 34,091.50 8,315 8,315
21/02/2017 as above Sell 91,254.55 20,894
-		 20,894
21/02/2017 as above Sell 742,889.91 170,095
-		 170,095
21/02/2017 as above Sell 615,254.09 140,871
-		 140,871
21/02/2017 as above Sell 402,517.54 92,162
-		 92,162

Page 2 of 5

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
21/02/2017 as above Sell 161,230.63 36,916
-		 36,916
21/02/2017 as above Sell 839,184.55 192,143
-		 192,143
21/02/2017 as above Sell 43,386.75 9,934
-		 9,934
21/02/2017 as above Sell 642,402.47 147,087
-		 147,087
21/02/2017 as above Sell 289,988.90 66,397
-		 66,397
21/02/2017 as above Sell 240,723.50 55,117
-		 55,117
21/02/2017 as above Sell 298,667.12 68,384
-		 68,384
21/02/2017 as above Sell 8,360.00 1,900
-		 1,900
21/02/2017 as above Sell 45,962.40 10,446
-		 10,446
21/02/2017 as above Sell 374,211.20 85,048
-		 85,048
21/02/2017 as above Sell 309,914.00 70,435
-		 70,435
21/02/2017 as above Sell 202,756.40 46,081
-		 46,081
21/02/2017 as above Sell 81,215.20 18,458
-		 18,458
21/02/2017 as above Sell 422,712.40 96,071
-		 96,071
21/02/2017 as above Sell 21,854.80 4,967
-		 4,967
21/02/2017 as above Sell 323,593.60 73,544
-		 73,544
21/02/2017 as above Sell 146,075.60 33,199
-		 33,199
21/02/2017 as above Sell 121,259.60 27,559
-		 27,559
21/02/2017 as above Sell 142,084.80 32,292
-		 32,292
22/02/2017 as above Sell 694,491.34 145,556
-		 145,556
22/02/2017 as above Sell 316,718.89 66,380
-		 66,380
22/02/2017 as above Sell 262,817.52 55,083
-		 55,083
22/02/2017 as above Sell 325,784.36 68,280
-		 68,280
22/02/2017 as above Sell 17,171.91 3,599
-		 3,599
22/02/2017 as above Sell 99,214.41 20,794
-		 20,794
22/02/2017 as above Sell 810,400.53 169,849
-		 169,849
22/02/2017 as above Sell 671,598.65 140,758
-		 140,758
22/02/2017 as above Sell 435,490.86 91,273
-		 91,273
22/02/2017 as above Sell 174,099.97 36,489
-		 36,489
22/02/2017 as above Sell 916,289.99 192,042
-		 192,042
22/02/2017 as above Sell 47,221.56 9,897
-		 9,897
23/02/2017 as above Sell 32,485.20 7,062
-		 7,062
27/02/2017 as above Buy- Transfer 346,160.20 78,140 78,140
27/02/2017 as above Buy- Transfer 635,868.91 143,537 143,537
28/02/2017 as above Buy 9,318.85 2,129 2,129
28/02/2017 as above Buy 75,833.26 17,325 17,325
28/02/2017 as above Buy 62,732.60 14,332 14,332
28/02/2017 as above Buy 40,960.90 9,358 9,358
28/02/2017 as above Buy 16,422.88 3,752 3,752
28/02/2017 as above Buy 85,611.70 19,559 19,559
28/02/2017 as above Buy 4,429.63 1,012 1,012
28/02/2017 as above Buy 65,503.30 14,965 14,965
28/02/2017 as above Buy 29,523.54 6,745 6,745
28/02/2017 as above Buy 24,538.02 5,606 5,606
28/02/2017 as above Buy 32,106.03 7,335 7,335
02/03/2017 as above Buy 11,833.04 2,714 2,714
02/03/2017 as above Buy 96,321.12 22,092 22,092
02/03/2017 as above Buy 79,683.36 18,276 18,276
02/03/2017 as above Buy 52,027.88 11,933 11,933
02/03/2017 as above Buy 20,858.24 4,784 4,784
02/03/2017 as above Buy 108,747.12 24,942 24,942
02/03/2017 as above Buy 5,624.40 1,290 1,290
02/03/2017 as above Buy 83,197.52 19,082 19,082
02/03/2017 as above Buy 37,496.00 8,600 8,600
02/03/2017 as above Buy 31,169.64 7,149 7,149
02/03/2017 as above Buy 40,779.08 9,353 9,353
02/03/2017 as above Buy 31,686.87 7,251 7,251
03/03/2017 as above Buy 15,238.20 3,495 3,495
03/03/2017 as above Buy 124,011.48 28,443 28,443
03/03/2017 as above Buy 102,586.44 23,529 23,529
03/03/2017 as above Buy 66,982.68 15,363 15,363
03/03/2017 as above Buy 26,853.24 6,159 6,159
03/03/2017 as above Buy 140,003.96 32,111 32,111
03/03/2017 as above Buy 7,241.96 1,661 1,661
03/03/2017 as above Buy 107,112.12 24,567 24,567
03/03/2017 as above Buy 48,278.28 11,073 11,073
03/03/2017 as above Buy 40,129.44 9,204 9,204
03/03/2017 as above Buy 52,498.76 12,041 12,041
06/03/2017 as above Buy 4,534.40 1,040 1,040
06/03/2017 as above Buy 306,125.47 69,555 69,555
20/03/2017 as above Buy 143,919.28 34,400 34,400
20/03/2017 as above Buy 119,653.82 28,600 28,600
20/03/2017 as above Buy 156,052.01 37,300 37,300
20/03/2017 as above Buy 397,451.50 95,000 95,000

Page 3 of 5

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
20/03/2017 as above Buy 159,817.34 38,200 38,200
20/03/2017 as above Buy 369,839.08 88,400 88,400
20/03/2017 as above Buy 305,828.47 73,100 73,100
20/03/2017 as above Buy 634,667.29 151,700 151,700
20/03/2017 as above Buy 7,949.03 1,900 1,900
20/03/2017 as above Buy 417,533.26 99,800 99,800
20/03/2017 as above Buy 21,336.87 5,100 5,100
20/03/2017 as above Buy 89,949.55 21,500 21,500
23/03/2017 as above Buy 21,504.14 5,172 5,172
23/03/2017 as above Buy 176,037.09 42,339 42,339
23/03/2017 as above Buy 56,870.39 13,678 13,678
23/03/2017 as above Buy 70,270.98 16,901 16,901
23/03/2017 as above Buy 94,851.89 22,813 22,813
23/03/2017 as above Buy 37,985.66 9,136 9,136
23/03/2017 as above Buy 145,493.90 34,993 34,993
23/03/2017 as above Buy 151,323.13 36,395 36,395
23/03/2017 as above Buy 68,524.70 16,481 16,481
23/03/2017 as above Buy 198,343.69 47,704 47,704
23/03/2017 as above Buy 10,248.98 2,465 2,465
23/03/2017 as above Buy 7,899.82 1,900 1,900
03/04/2017 as above Buy 39,628.52 9,259 9,259
04/04/2017 as above Buy 298,359.36 71,721 71,721
04/04/2017 as above Buy 42,569.28 10,233 10,233
04/04/2017 as above Buy 75,071.36 18,046 18,046
04/04/2017 as above Buy 209,500.00 50,000 50,000
05/04/2017 as above Buy 45,566.31 11,017 11,017
05/04/2017 as above Buy 372,736.32 90,120 90,120
05/04/2017 as above Buy 307,466.10 74,339 74,339
05/04/2017 as above Buy 201,146.09 48,633 48,633
05/04/2017 as above Buy 80,457.61 19,453 19,453
05/04/2017 as above Buy 419,531.02 101,434 101,434
05/04/2017 as above Buy 20,936.43 5,062 5,062
05/04/2017 as above Buy 321,011.50 77,614 77,614
05/04/2017 as above Buy 144,908.90 35,036 35,036
05/04/2017 as above Buy 120,688.48 29,180 29,180
05/04/2017 as above Buy 157,631.23 38,112 38,112
06/04/2017 as above Buy 45,516.72 11,390 11,390
06/04/2017 as above Buy 374,503.88 93,715 93,715
06/04/2017 as above Buy 309,026.15 77,330 77,330
06/04/2017 as above Buy 200,825.03 50,254 50,254
06/04/2017 as above Buy 80,651.31 20,182 20,182
06/04/2017 as above Buy 421,615.08 105,504 105,504
06/04/2017 as above Buy 21,159.88 5,295 5,295
06/04/2017 as above Buy 319,803.90 80,027 80,027
06/04/2017 as above Buy 145,329.81 36,367 36,367
06/04/2017 as above Buy 120,972.97 30,272 30,272
06/04/2017 as above Buy 150,520.87 37,666 37,666
06/04/2017 as above Buy 7,984.41 1,998 1,998
06/04/2017 as above Buy 8,114.80 2,000 2,000
07/04/2017 as above Buy 416,621.50 109,009 109,009
07/04/2017 as above Buy 370,074.58 96,830 96,830
07/04/2017 as above Buy 156,422.72 40,928 40,928
07/04/2017 as above Buy 198,008.82 51,809 51,809
07/04/2017 as above Buy 315,899.14 82,655 82,655
07/04/2017 as above Buy 143,833.38 37,634 37,634
07/04/2017 as above Buy 45,018.16 11,779 11,779
07/04/2017 as above Buy 79,357.93 20,764 20,764
07/04/2017 as above Buy 7,628.51 1,996 1,996
07/04/2017 as above Buy 119,797.46 31,345 31,345
07/04/2017 as above Buy 305,216.93 79,860 79,860
07/04/2017 as above Buy 20,603.86 5,391 5,391
19/04/2017 as above Buy 426,560.51 126,730 126,730
19/04/2017 as above Buy 690,605.26 205,177 205,177
19/04/2017 as above Buy 311,184.19 92,452 92,452
19/04/2017 as above Buy 258,440.53 76,782 76,782
19/04/2017 as above Buy 660,275.14 196,166 196,166
19/04/2017 as above Buy 323,052.35 95,978 95,978
19/04/2017 as above Buy 97,903.93 29,087 29,087
19/04/2017 as above Buy 173,394.34 51,515 51,515
19/04/2017 as above Buy 898,937.64 267,072 267,072
19/04/2017 as above Buy 45,160.28 13,417 13,417
19/04/2017 as above Buy 800,703.85 237,887 237,887
19/04/2017 as above Buy 26,041.97 7,737 7,737
20/04/2017 as above Buy 286,380.84 84,919 84,919

Page 4 of 5

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
20/04/2017 as above Buy 607,635.66 180,179 180,179
20/04/2017 as above Buy 297,445.68 88,200 88,200
20/04/2017 as above Buy 237,754.20 70,500 70,500
20/04/2017 as above Buy 827,283.44 245,310 245,310
20/04/2017 as above Buy 41,581.69 12,330 12,330
20/04/2017 as above Buy 737,078.49 218,562 218,562
20/04/2017 as above Sell 28,998.64 8,504
-		 8,504
Total Number of Securities 6,731,316

Page 5 of 5

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

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

Andrew Brown - Company Secretary of Challenger Limited 24/04/2017

24/04/2017
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 PTY LIMITED 617 208 205 AUSTRALIA
CHALLENGER JERSEY I3 LIMITED 95120 JERSEY
CHALLENGER LBC TERMINALS HOLDING COMPANY LIMITED C41149 MALTA
CHALLENGER LBC TERMINALS LIMITED C41150 MALTA

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

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

Andrew Brown - Company Secretary of Challenger Limited 24/04/2017

24/04/2017
Company Name ACN /
Company No.		 Country of
Incorporation
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
CHALLENGER WIND HOLDINGS PTY LIMITED 151 496 061 AUSTRALIA
CLASHFERN INVESTMENTS (UK) LIMITED 4558112 ENGLAND/WALES
CLS US HOLDINGS, LLC 5302598 UNITED STATES

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 24/04/2017

24/04/2017
Company Name ACN /
Company No.		 Country of
Incorporation
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 USA 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
LANV PTY LTD 147 224 502 AUSTRALIA
LBC TANK TERMINALS (JERSEY) LIMITED 97371 JERSEY
LEASE COLLATERAL NO.2 PTY LTD 168 112 481 AUSTRALIA

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 24/04/2017 Company Name

24/04/2017
Company Name ACN /
Company No.		 Country of
Incorporation
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. 49G 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
WELCOME BREAK HOLDINGS LIMITED 03290817 CAYMAN ISLANDS
WELCOME BREAK LIMITED 01735476 ENGLAND/WALES
WELCOME BREAK NO.1 LIMITED 08331837 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

24/04/2017

Company Name ACN /
Company No.		 Country of
Incorporation
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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