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CHALLENGER LIMITED Major Shareholding Notification 2021

Dec 19, 2021

64641_rns_2021-12-19_d2e20b81-604f-4e3a-9b97-4c7111bfb629.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

20 December 2021

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 – Cooper Energy Limited (COE)

We attach a notice of change of interests of substantial holder in Cooper Energy 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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Linda Matthews Company Secretary

Melbourne Level 19, 31 Queen Street PO Box 297, Flinders Lane, Melbourne VIC 3000 Telephone 02 9994 7000 Facsimile 02 9994 7777 Brisbane Level 6, 215 Adelaide Street, Brisbane QLD 4000 Telephone 07 3136 5400 Facsimile 07 3136 5407 Perth Level 26, 140 St Georges Terrace, Perth WA 6000 Telephone 08 6466 9613 Adelaide Level 7, Suite 714, 147 Pirie Street, Adelaide SA 5000 Telephone 08 8427 9511

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 Challenger Investment Partners 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 Mortgage Management Pty Ltd ABN 72 087 271 109 Challenger Securitisation Management Pty Ltd ABN 56 100 346 898 AFSL 244593 Challenger Investment Solutions Management Pty Ltd ABN 63 130 035 353 AFSL 487354

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Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To
Company Name/Scheme
Cooper Energy Limited Cooper Energy Limited
ACN/ARSN 096 170 295
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 16/12/2021
The previous notice was given to the company on 06/04/2021
The previous notice was dated 06/04/2021

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 134,892,539 8.27% 162,821,264 9.98%

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 (6) ** Class and number of Person's votes
interest securities registered as holder securities
(8)
Challenger Limited (and Citicorp Nominees Citicorp Ordinary Fully Paid 51,741,998 51,741,998
its entities listed in
Annexure 2)
Pty Limited Nominees Pty
Limited
securities purchased
and sold on market
(Ordinary Fully
Paid)
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 J. P. Morgan J. P. Morgan As above 49,543,898 49,543,898
its entities listed in
Annexure 2)
Nominees
Australia Pty
Nominees
Australia Pty
(Ordinary Fully
Paid)
Limited Limited
Challenger Limited (and
its entities listed in
Annexure 2)
National Nominees
Limited

National
Nominees
Limited
As above 15,962,028
(Ordinary Fully
Paid)
15,962,028
Challenger Limited (and
its entities listed in
Annexure 2)
HSBC Custody
Nominees
(Australia) Limited
HSBC Custody
Nominees
(Australia)
Limited
As above 45,573,340
(Ordinary Fully
Paid)
45,573,340

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 Level 2, 5 Martin Place, Sydney NSW 2000
listed in Annexure 2)
Signature
print name Linda Matthews Capacity Company Secretary
sign here date 20/12/2021

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 1 page and is referred to in Form 604 signed by me and dated 20/12/2021

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Linda Matthews Company Secretary of Challenger Limited

Transactions:

Company Name/Scheme: Cooper Energy Limited (COE) As at: 16/12/2021 Class of security: Ordinary Fully Paid

Date of Change Holder of relevant interest Nature of Change Consideration Number of
Securities
Person's Votes
Affected
01/04/2021 Challenger Limited (and its
entities listed in Annexure 2)
Sell 151,788 -561,968 561,968
01/04/2021 As above Sell 253,362 -938,032 938,032
30/06/2021 As above Buy 8,098 34,154 34,154
30/06/2021 As above Buy 261,051 1,062,479 1,062,479
30/06/2021 As above Buy 331,278 1,380,326 1,380,326
30/06/2021 As above Buy 6,054 25,535 25,535
30/06/2021 As above Buy 195,170 794,344 794,344
30/06/2021 As above Buy 247,674 1,031,976 1,031,976
30/06/2021 As above Buy 2,894 12,207 12,207
30/06/2021 As above Buy 93,300 379,733 379,733
30/06/2021 As above Buy 118,400 493,333 493,333
30/06/2021 As above Buy 9,889 41,709 41,709
30/06/2021 As above Buy 318,795 1,297,495 1,297,495
30/06/2021 As above Buy 404,556 1,685,651 1,685,651
30/06/2021 As above Buy 952 4,016 4,016
30/06/2021 As above Buy 30,692 124,917 124,917
30/06/2021 As above Buy 38,949 162,287 162,287
01/07/2021 As above Buy 6,721 26,882 26,882
01/07/2021 As above Buy 5,025 20,098 20,098
01/07/2021 As above Buy 2,402 9,608 9,608
01/07/2021 As above Buy 8,207 32,828 32,828
01/07/2021 As above Buy 790 3,161 3,161
02/07/2021 As above Buy 13,141 52,562 52,562
02/07/2021 As above Buy 9,824 39,297 39,297
02/07/2021 As above Buy 4,697 18,786 18,786
02/07/2021 As above Buy 16,047 64,187 64,187
02/07/2021 As above Buy 1,545 6,180 6,180
21/10/2021 As above Buy 2,853,561 9,591,800 9,591,800
21/10/2021 As above Buy 753,300 2,532,100 2,532,100
21/10/2021 As above Buy 417,690 1,404,000 1,404,000
21/10/2021 As above Sell 4,085,716 -13,733,500 13,733,500
21/10/2021 As above Buy 61,166 205,600 205,600
02/12/2021 As above Buy 400,800 1,600,000 1,600,000
03/12/2021 As above Buy 304,744 1,134,566 1,134,566
06/12/2021 As above Buy 138,663 513,568 513,568
07/12/2021 As above Buy 57,375 212,500 212,500
08/12/2021 As above Buy 269,400 1,000,000 1,000,000
16/12/2021 As above Buy- Transfer 4,202,728 16,164,340 16,164,340
Total Number of Securities
27,928,725

Page 1 of 1

Annexure 2

This is page 1 of 4 of Annexure 2 referred to in ASIC Form 604 - change of interest holder

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Linda Matthews - Company Secretary of Challenger Limited

20/12/2021

Company Name ACN / Country of
Company Number Incorporation
Challenger Limited 106842371 Australia
255 Finance Group Pty Ltd 628853056 Australia
255 Finance Investments Pty Ltd 164516401 Australia
255 Finance Pty Ltd 168112507 Australia
255 Finance Services Pty Ltd 168107355 Australia
Alphinity Investment Management Pty Ltd 140833709 Australia
Appia Europe Limited 6490323 United Kingdom
Appia Group Limited 99865 Jersey
Ardea Investment Management Pty Ltd 132902722 Australia
Ares Australia Management Pty Limited 636490732 Australia
Assetsecure Pty. Limited 110953618 Australia
Bentham Asset Management Pty Ltd 140833674 Australia
CDPG Australia Pty Limited 124498095 Australia
CDPG Luxembourg Holdings Sarl B127717 Luxembourg
CDPG Luxembourg II S.a.r.l B127580 Luxembourg
CDPG Luxembourg Sarl B127515 Luxembourg
CDPG Malta Limited C41110 Malta
Cescade Pty Limited 096097399 Australia
Challenger Direct Pty Ltd 006475501 Australia
Challenger Diversified Property Development Pty Limited 121624833 Australia
Challenger Emerging Market Infrastructure Fund Pte. Ltd 200804361D Singapore
Challenger Emerging Market Infrastructure Fund, L.P. Cayman Islands
Challenger Financial Services Pty Limited 087464131 Australia
Challenger FM 2 Holdings Pty Limited 080036657 Australia
Challenger Funds Management (Asia) Pte Ltd 202113533D Singapore
Challenger Funds Management Holdings Pty Limited 107728030 Australia
Challenger Group Holdings Limited 002993302 Australia
Challenger Group Pty Limited 003374196 Australia
Challenger Group Services Pty. Ltd. 085657307 Australia
Challenger Holdco2 Holdings Pty Ltd 646761275 Australia
Challenger Home Loan Corporation Pty Ltd 058891302 Australia
Challenger Inventory Finance Servicing Pty Limited 107706810 Australia
Challenger Investment Partners Limited 092382842 Australia
Challenger Investment Solutions Management Pty Ltd 130035353 Australia
Challenger Japan Holdings Kabushiki Kaisha 0100-01-182399 Japan
Challenger Japan Holdings Pty Limited 617208205 Australia
Challenger Japan Kabushiki Kaisha 0100-01-182920 Unknown

Annexure 2

This is page 2 of 4 of Annexure 2 referred to in ASIC Form 604 - change of interest holder

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Linda Matthews - Company Secretary of Challenger Limited

20/12/2021

Company Name ACN / Country of
Company Number Incorporation
Challenger Kabushiki Kaisha 0100-01-182872 Unknown
Challenger LBC Terminals Holding Company Limited C41149 Malta
Challenger Life CDI Nominees Pty Ltd 055293644 Australia
Challenger Life Company Holdings Pty Ltd 006381193 Australia
Challenger Life Company Limited 072486938 Australia
Challenger Life Debt Investments (Europe) Limited 7626067 United Kingdom
Challenger Life Fund Property Investments Pty Ltd 161212693 Australia
Challenger Life Investments UK Limited 6067787 United Kingdom
Challenger Life Nominees No.2 Pty Ltd 078627013 Australia
Challenger Life Nominees No.3 Pty Limited 151482147 Australia
Challenger Life Nominees Pty Ltd 091336793 Australia
Challenger Life Subsidiary Holdings Pty Limited 099742122 Australia
Challenger Managed Investments (International) Pty Limited 120871212 Australia
Challenger Management Services (UK) Limited 6393787 United Kingdom
Challenger Margin Lending Pty Ltd 091338822 Australia
Challenger MBK Emerging Market Infrastructure Fund GP Ltd WK-209744 Cayman Islands
Challenger Mortgage Management Pty Ltd 087271109 Australia
Challenger Non-conforming Finance Pty Ltd 107725486 Australia
Challenger Originator Finance Pty Ltd 095085466 Australia
Challenger Property Asset Management Pty Ltd 077569021 Australia
Challenger Retirement and Investment Services Limited 115534453 Australia
Challenger Securitisation Management Pty Ltd 100346898 Australia
Challenger Skybridge (Group) Holding Company Pty Ltd 130888327 Australia
Challenger Skybridge (Hastings) Holding Company Pty Ltd 130888274 Australia
Challenger Special Servicing Pty Ltd 107707415 Australia
Challenger Treasury Limited 093307996 Australia
Challenger Wholesale Finance Holdings Pty Limited 087284240 Australia
Challenger Wind Holdings Pty Limited 151496061 Australia
CLS US Holdings, LLC 5302598 United States
CPHIC Investments Pty Ltd 093340526 Australia
CSPP1 Maitland Pty Ltd 122460968 Australia
CSPP1 Mavis Court Pty Ltd 122461983 Australia
Eiger Capital Pty Limited 631838607 Australia
Fidante Partners (Guernsey) Limited 40288 Guernsey
Fidante Partners AAM Holdings Pty Limited 636490189 Australia
Fidante Partners Alphinity Holdings Pty Ltd 140716016 Australia
Fidante Partners Ardea Holdings Pty Ltd 133865853 Australia
Fidante Partners Arete Holdings Pty Ltd 143836373 Australia
Fidante Partners Avenir Capital Holdings Pty Ltd 616504502 Australia
Fidante Partners Bentham Holdings Pty Ltd 140715573 Australia
Fidante Partners Eiger Holdings Pty Limited 631837360 Australia
Fidante Partners Europe Limited 4040660 United Kingdom
Fidante Partners FME Holdings Limited 11410594 United Kingdom

Annexure 2

This is page 3 of 4 of Annexure 2 referred to in ASIC Form 604 - change of interest holder

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Linda Matthews - Company Secretary of Challenger Limited

20/12/2021

Company Name ACN / Country of
Company Number Incorporation
Fidante Partners Holdings (Guernsey) Limited 43315 Guernsey
Fidante Partners Holdings Europe Limited 6172534 United Kingdom
Fidante Partners Holdings Pty Limited 123318650 Australia
Fidante Partners Kapstream Holdings Pty Limited 123319460 Australia
Fidante Partners Latigo Holdings LLC 5651705 Unknown
Fidante Partners Lennox Holdings Pty Limited 616975565 Australia
Fidante Partners Limited 002835592 Australia
Fidante Partners Merlon Holdings Pty Ltd 140715662 Australia
Fidante Partners Metisq Holdings Pty Ltd 143376961 Australia
Fidante Partners Novaport Holdings Pty Ltd 140715797 Australia
Fidante Partners Ox Holdings Pty Ltd 649174087 Australia
Fidante Partners R&M Holdings Pty Limited 152375436 Australia
Fidante Partners Services Limited 119605373 Australia
Fidante Partners Tempo Holdings Pty Ltd 167321262 Australia
Fidante Partners USA LLC 81-4925448 United States
Fidante Partners Wavestone Holdings Pty Limited 133626276 Australia
Fidante Partners Whitehelm Holdings Pty Ltd 169043903 Australia
Fidante Partners Wyetree Limited 9387239 United Kingdom
Gasvalpo S.A. 96.960.800-6 Chile
Greencape Capital Pty Ltd 120328529 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 000033143 Australia
Kudu Investment Partners I, Lp 47-2497501 Unknown
Lanv Pty Ltd 147224502 Australia
Lease Collateral No.2 Pty Ltd 168112481 Australia
Lease Collateral Pty Ltd 168112472 Australia
Lease Funding Management Pty Ltd 168112490 Australia
Lennox Capital Partners Pty Limited 617001966 Australia
Maitland Nominee Holdings Pty Limited 122853114 Australia
Mawbury Pty Limited 096097479 Australia
Merlon Capital Partners Pty Ltd 140833683 Australia
Metisq Capital Holdings Pty Ltd 158011351 Australia
Metisq Capital Pty Ltd 104642613 Australia
MIR Libra Capital Management Ltd 236748 Cayman Islands
MyLifeMyFinance Limited 087651750 Australia

Annexure 2

This is page 4 of 4 of Annexure 2 referred to in ASIC Form 604 - change of interest holder

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Linda Matthews - Company Secretary of Challenger Limited

20/12/2021

Company Name ACN / Country of
Company Number Incorporation
Novaport Capital Pty Ltd 140833656 Australia
Oaklands Hill Pty Ltd 149814559 Australia
Oaklands Hill Wind Farm Pty Ltd 126595935 Australia
Offshore Reinsurer (Bermuda) Company Limited 51746 Bermuda
Ox Capital Management Pty Ltd 648887914 Australia
Residential Real Estate Total Return Opportunities Fund Ltd. 212456 Cayman Islands
Residential Real Estate Total Return Opportunities Master Fund L. 27263 Cayman Islands
Sabrand Limited 126677 Cyprus
The Liberty Group Consortium Pty Ltd 082564289 Australia
TLG Services Pty Limited 092500608 Australia
TLGH Pty Limited 092927467 Australia
TRE Data Centres Canberra Pty Ltd 141881227 Australia
US LLC Holdings Pty Ltd 130888292 Australia
US LLC Investments LLC 36-4811214 Unknown
Waterford County Pty Limited 122853089 Australia
Wavestone Capital Pty Limited 120179419 Australia
Welcome Break Group Limited 3147949 United Kingdom
Welcome Break Holdings (1) Limited 4099287 United Kingdom
Welcome Break Holdings (2) Limited 4379574 United Kingdom
Welcome Break Holdings Limited 3290817 Cayman Islands
Welcome Break Limited 1735476 United Kingdom
Welcome Break No.1 Limited 8331837 United Kingdom
Welcome Break No.2 Limited 8331870 United Kingdom
Welcome Break Services Limited 4099292 United Kingdom
Whitehelm Capital Pty Ltd 008636717 Australia