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CHALLENGER LIMITED Major Shareholding Notification 2021

Sep 23, 2021

64641_rns_2021-09-23_e6877b23-6b17-4f95-97a5-b04f0938064c.pdf

Major Shareholding Notification

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==> picture [102 x 21] 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 September 2021

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

By electronic lodgement

Dear Sir/Madam

Notice of initial substantial holder – Viva Energy Group Limited (VEA)

We attach a notice of initial substantial holder in Viva Energy Group 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

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

Form 603

Corporations Act 2001

Section 671B

Notice of initial substantial holder

To
CompanyName/Scheme		 Viva Energy Group Limited
ACN/ARSN 626 661 032
1. Details of substantial holder (1)
Name Challenger Limited(and its entities listed in Annexure 2)
ACN/ARSN (if applicable) 106 842 371
The holder became a substantial holder on 22/09/2021

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class of securities (4) Number of securities Number of securities Person's votes (5) Person's votes (5) Voting power (6)
Ordinary Fully Paid Same as persons votes 82,017,385 5.10%
3. Details of relevant interests
The nature of the relevant interest the substantial holder or an associate had in the following voting securities on th
substantial holder are as follows:
Holder of relevant interest Nature of relevant interest (7) Class and number of securities
Challenger Limited (and its
entities listed in Annexure 2)		 Ordinary 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

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 Registered holder of securities Person entitled to be registered as
holder (8)		 Class and number of
securities
Challenger Limited (and its entities
listed in Annexure 2)		 Morgan Stanley & Co.
International plc		 Morgan Stanley & Co. International
plc		 15,693 (Ordinary Fully Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 Citicorp Nominees Pty
Limited		 Citicorp Nominees Pty Limited 24,454,661 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 State Street Boston State Street Boston 1,719,041 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 J. P. Morgan Nominees
Australia Pty Limited		 J. P. Morgan Nominees Australia Pty
Limited
20,340,060 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 National Nominees Limited National Nominees Limited 10,537,718 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 BNP Paribas Nominees Pty
Limited		 BNP Paribas Nominees Pty Limited 14,946,580 (Ordinary Fully
Paid)
Challenger Limited (and its entities
listed in Annexure 2)		 Bank of New York Mellon Bank of New York Mellon 1,724,675 (Ordinary Fully
Paid)

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest Date of acquisition Consideration (9) Consideration (9) Class and number of
securities
Cash Non-cash
Refer Annexure 2 Refer
Annexure 1		 Refer
Annexure 1		 Refer
Annexure 1

6. Associates

6. Associates 6. Associates
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 ofpersons named in this form are as follows:
Name Address
Challenger Limited (and its
entities listed in Annexure 2)		 Level 2, 5 Martin Place, Sydney NSW 2000

Signature

print name Linda Matthews capacity Company Secretary
sign here date 24/09/2021

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 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 7 page/s and is referred to in Form 603 signed by me and dated 24/09/2021

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[Insert Signature Here]
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Linda Matthews Company Secretary of Challenger Limited

Transactions:

Company Name/Scheme: Viva Energy Group Limited (VEA) As at: 22/09/2021 Class of security: Ordinary Fully Paid

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
20/05/2021 Challenger Limited (and its
entities listed in Annexure
2)		 OpeningBalance adju 237,540,479 48,510,090 48,510,090
20/05/2021 as above Sell 25,826 ‐12,694 12,694
-
20/05/2021 as above Sell 25,822 ‐12,692 12,692
-
20/05/2021 as above Sell 173,394 ‐85,227 85,227
-
20/05/2021 as above Sell 10,052 ‐4,941 4,941
-
20/05/2021 as above Buy 154,678 76,076 76,076
26/05/2021 as above Buy 75,909 36,849 36,849
16/06/2021 as above Buy 262,796 129,776 129,776
16/06/2021 as above Buy 106,023 52,357 52,357
16/06/2021 as above Buy 175,414 86,624 86,624
16/06/2021 as above Buy 217,370 107,343 107,343
16/06/2021 as above Buy 241,261 119,141 119,141
16/06/2021 as above Buy 300,085 148,190 148,190
16/06/2021 as above Buy 75,445 37,257 37,257
16/06/2021 as above Buy 1,125,074 555,592 555,592
16/06/2021 as above Buy 327,285 161,264 161,264
16/06/2021 as above Buy 27,783 13,720 13,720
17/06/2021 as above Buy 157,055 78,277 78,277
17/06/2021 as above Buy 63,362 31,580 31,580
17/06/2021 as above Buy 104,832 52,249 52,249
17/06/2021 as above Buy 129,906 64,746 64,746
17/06/2021 as above Buy 144,186 71,863 71,863
17/06/2021 as above Buy 179,342 89,385 89,385
17/06/2021 as above Buy 45,090 22,473 22,473
17/06/2021 as above Buy 672,387 335,121 335,121
17/06/2021 as above Buy 16,605 8,276 8,276
29/06/2021 as above Buy 62,858 32,910 32,910
02/07/2021 as above Sell 39,553 ‐20,185 20,185
-
06/07/2021 as above Sell 49,502 ‐25,192 25,192
-
09/07/2021 as above Buy 33,769 16,342 16,342
09/07/2021 as above Buy 14,252 6,897 6,897
09/07/2021 as above Buy 21,205 10,262 10,262
09/07/2021 as above Buy 30,023 14,529 14,529

Page 1 of 7

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
09/07/2021 as above Buy 30,240 14,634 14,634
09/07/2021 as above Buy 35,352 17,108 17,108
09/07/2021 as above Buy 10,702 5,179 5,179
09/07/2021 as above Buy 106,019 51,306 51,306
09/07/2021 as above Buy 21,298 10,307 10,307
09/07/2021 as above Buy 3,002 1,453 1,453
12/07/2021 as above Buy 118,682 55,201 55,201
12/07/2021 as above Buy 50,093 23,299 23,299
12/07/2021 as above Buy 74,532 34,666 34,666
12/07/2021 as above Buy 105,520 49,079 49,079
12/07/2021 as above Buy 106,281 49,433 49,433
12/07/2021 as above Buy 124,249 57,790 57,790
12/07/2021 as above Buy 37,612 17,494 17,494
12/07/2021 as above Buy 372,617 173,310 173,310
12/07/2021 as above Buy 74,859 34,818 34,818
12/07/2021 as above Buy 10,557 4,910 4,910
12/07/2021 as above Sell 738,624 ‐344,090 344,090
-
14/07/2021 as above Sell 5,148 ‐2,400 2,400
-
14/07/2021 as above Buy 118,336 55,297 55,297
27/07/2021 as above Buy 171,332 83,777 83,777
27/07/2021 as above Buy 85,246 41,683 41,683
27/07/2021 as above Buy 120,350 58,848 58,848
27/07/2021 as above Buy 161,418 78,929 78,929
27/07/2021 as above Buy 170,823 83,528 83,528
27/07/2021 as above Buy 194,945 95,323 95,323
27/07/2021 as above Buy 58,596 28,652 28,652
27/07/2021 as above Buy 624,105 305,171 305,171
27/07/2021 as above Buy 99,999 48,897 48,897
27/07/2021 as above Buy 16,753 8,192 8,192
27/07/2021 as above Buy 188,634 92,246 92,246
28/07/2021 as above Buy 108,497 53,242 53,242
28/07/2021 as above Buy 53,981 26,490 26,490
28/07/2021 as above Buy 76,212 37,399 37,399
28/07/2021 as above Buy 102,218 50,161 50,161
28/07/2021 as above Buy 108,175 53,084 53,084
28/07/2021 as above Buy 123,450 60,580 60,580
28/07/2021 as above Buy 37,106 18,209 18,209
28/07/2021 as above Buy 395,219 193,944 193,944
28/07/2021 as above Buy 63,325 31,075 31,075
28/07/2021 as above Buy 10,611 5,207 5,207
29/07/2021 as above Buy 38,139 18,810 18,810
29/07/2021 as above Buy 18,976 9,359 9,359
29/07/2021 as above Buy 26,791 13,213 13,213
29/07/2021 as above Buy 35,931 17,721 17,721
29/07/2021 as above Buy 38,026 18,754 18,754
29/07/2021 as above Buy 43,395 21,402 21,402
29/07/2021 as above Buy 13,044 6,433 6,433
29/07/2021 as above Buy 138,923 68,516 68,516
29/07/2021 as above Buy 22,259 10,978 10,978
29/07/2021 as above Buy 3,729 1,839 1,839
30/07/2021 as above Buy 74,178 36,014 36,014
30/07/2021 as above Sell 90,807 ‐44,081 44,081
-
30/07/2021 as above Buy 36,906 17,918 17,918
30/07/2021 as above Buy 52,104 25,297 25,297
30/07/2021 as above Buy 69,884 33,929 33,929

Page 2 of 7

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
30/07/2021 as above Buy 73,956 35,906 35,906
30/07/2021 as above Buy 84,400 40,977 40,977
30/07/2021 as above Buy 25,369 12,317 12,317
30/07/2021 as above Buy 270,204 131,186 131,186
30/07/2021 as above Buy 43,295 21,020 21,020
30/07/2021 as above Buy 7,254 3,522 3,522
03/08/2021 as above Buy 130,003 63,562 63,562
03/08/2021 as above Buy 64,683 31,625 31,625
03/08/2021 as above Buy 91,319 44,648 44,648
03/08/2021 as above Buy 122,479 59,883 59,883
03/08/2021 as above Buy 129,617 63,373 63,373
03/08/2021 as above Buy 147,918 72,321 72,321
03/08/2021 as above Buy 44,463 21,739 21,739
03/08/2021 as above Buy 473,556 231,534 231,534
03/08/2021 as above Buy 75,879 37,099 37,099
03/08/2021 as above Buy 12,714 6,216 6,216
04/08/2021 as above Buy 103,979 50,517 50,517
04/08/2021 as above Buy 51,735 25,135 25,135
04/08/2021 as above Buy 73,039 35,485 35,485
04/08/2021 as above Buy 97,963 47,594 47,594
04/08/2021 as above Buy 103,670 50,367 50,367
04/08/2021 as above Buy 118,309 57,479 57,479
04/08/2021 as above Buy 35,563 17,278 17,278
04/08/2021 as above Buy 378,768 184,020 184,020
04/08/2021 as above Buy 60,689 29,485 29,485
04/08/2021 as above Buy 10,168 4,940 4,940
05/08/2021 as above Buy 57,350 28,015 28,015
05/08/2021 as above Buy 28,535 13,939 13,939
05/08/2021 as above Buy 40,285 19,679 19,679
05/08/2021 as above Buy 54,031 26,394 26,394
05/08/2021 as above Buy 57,180 27,932 27,932
05/08/2021 as above Buy 65,253 31,876 31,876
05/08/2021 as above Buy 19,613 9,581 9,581
05/08/2021 as above Buy 208,907 102,050 102,050
05/08/2021 as above Buy 33,472 16,351 16,351
05/08/2021 as above Buy 5,607 2,739 2,739
07/08/2021 as above Buy- transfer 47,664 23,480 23,480
07/08/2021 as above Sell - transfer 47,664 23,480
-		 23,480
-
10/08/2021 as above Buy 52,762 26,160 26,160
16/08/2021 as above Sell 340,036 168,903
-		 168,903
-
17/08/2021 as above Buy 346,335 173,837 173,837
23/08/2021 as above Sell 233,256 120,390
-		 120,390
-
24/08/2021 as above Sell 335,495 168,168
-		 168,168
-
24/08/2021 as above Sell 119,744 60,022
-		 60,022
-
26/08/2021 as above Buy 246,140 119,776 119,776
26/08/2021 as above Buy 342,268 166,554 166,554
26/08/2021 as above Buy 82,512 40,152 40,152
26/08/2021 as above Buy 114,737 55,833 55,833
26/08/2021 as above Buy 146,585 71,331 71,331
26/08/2021 as above Buy 203,833 99,189 99,189
26/08/2021 as above Buy 207,740 101,090 101,090
26/08/2021 as above Buy 288,873 140,571 140,571
26/08/2021 as above Buy 200,476 97,555 97,555
26/08/2021 as above Buy 278,773 135,656 135,656
26/08/2021 as above Buy 249,796 121,555 121,555
26/08/2021 as above Buy 347,350 169,027 169,027
26/08/2021 as above Buy 75,190 36,589 36,589
26/08/2021 as above Buy 104,554 50,878 50,878
26/08/2021 as above Buy 858,275 417,652 417,652
26/08/2021 as above Buy 1,193,468 580,763 580,763
26/08/2021 as above Buy 133,055 64,747 64,747

Page 3 of 7

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
26/08/2021 as above Buy 185,020 90,034 90,034
26/08/2021 as above Buy 22,432 10,916 10,916
26/08/2021 as above Buy 31,195 15,180 15,180
27/08/2021 as above Buy 24,023 11,635 11,635
27/08/2021 as above Buy 8,052 3,900 3,900
27/08/2021 as above Buy 14,306 6,929 6,929
27/08/2021 as above Buy 20,275 9,820 9,820
27/08/2021 as above Buy 19,567 9,477 9,477
27/08/2021 as above Buy 24,380 11,808 11,808
27/08/2021 as above Buy 7,338 3,554 3,554
27/08/2021 as above Buy 83,771 40,573 40,573
27/08/2021 as above Buy 12,987 6,290 6,290
27/08/2021 as above Buy 2,189 1,060 1,060
30/08/2021 as above Buy 62,934 40,972 40,972
30/08/2021 as above Buy 15,036 7,143 7,143
30/08/2021 as above Buy 21,176 10,060 10,060
30/08/2021 as above Buy 79,123 37,285 37,285
30/08/2021 as above Buy 26,524 12,499 12,499
30/08/2021 as above Buy 47,121 22,205 22,205
30/08/2021 as above Buy 19,607 15,043 15,043
30/08/2021 as above Buy 66,778 31,468 31,468
30/08/2021 as above Buy 171,873 81,650 81,650
30/08/2021 as above Buy 28,020 13,311 13,311
30/08/2021 as above Buy 30,861 14,661 14,661
30/08/2021 as above Buy 52,705 25,038 25,038
30/08/2021 as above Buy 64,444 30,368 30,368
30/08/2021 as above Buy 21,309 10,123 10,123
30/08/2021 as above Buy 80,296 37,838 37,838
30/08/2021 as above Buy 157,612 74,875 74,875
30/08/2021 as above Buy 24,171 11,390 11,390
30/08/2021 as above Buy 217,270 103,216 103,216
30/08/2021 as above Buy 113,975 54,145 54,145
30/08/2021 as above Buy 71,170 33,810 33,810
30/08/2021 as above Buy 57,147 27,148 27,148
30/08/2021 as above Buy 275,888 130,007 130,007
30/08/2021 as above Buy 42,771 20,155 20,155
30/08/2021 as above Buy 7,211 3,398 3,398
30/08/2021 as above Buy 78,935 37,499 37,499
31/08/2021 as above Buy 255,219 165,381 165,381
31/08/2021 as above Buy 39,523 25,605 25,605
31/08/2021 as above Buy 60,949 28,831 28,831
31/08/2021 as above Buy 9,439 4,464 4,464
31/08/2021 as above Buy 85,839 40,605 40,605
31/08/2021 as above Buy 13,294 6,287 6,287
31/08/2021 as above Buy 79,424 60,720 60,720
31/08/2021 as above Buy 12,300 9,401 9,401
31/08/2021 as above Buy 1,447,891 1,093,523 1,093,523
31/08/2021 as above Buy 696,717 329,573 329,573
31/08/2021 as above Buy 107,897 51,027 51,027
31/08/2021 as above Buy 113,581 53,728 53,728
31/08/2021 as above Buy 17,588 8,318 8,318
31/08/2021 as above Buy 125,098 59,176 59,176
31/08/2021 as above Buy 19,373 9,162 9,162
31/08/2021 as above Buy 213,645 101,062 101,062
31/08/2021 as above Buy 33,086 15,647 15,647
31/08/2021 as above Buy 86,378 40,860 40,860
31/08/2021 as above Buy 13,376 6,326 6,326
31/08/2021 as above Buy 638,902 302,224 302,224
31/08/2021 as above Buy 98,942 46,792 46,792
31/08/2021 as above Buy 880,733 416,619 416,619
31/08/2021 as above Buy 136,392 64,503 64,503
31/08/2021 as above Buy 462,019 218,552 218,552
31/08/2021 as above Buy 71,550 33,838 33,838
31/08/2021 as above Buy 288,500 136,471 136,471
31/08/2021 as above Buy 44,677 21,129 21,129
31/08/2021 as above Buy 231,652 109,580 109,580

Page 4 of 7

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
31/08/2021 as above Buy 35,875 16,966 16,966
31/08/2021 as above Buy 319,977 151,361 151,361
31/08/2021 as above Buy 49,553 23,435 23,435
01/09/2021 as above Buy 584,885 373,363 373,363
01/09/2021 as above Buy 139,484 65,088 65,088
01/09/2021 as above Buy 196,449 91,670 91,670
01/09/2021 as above Buy 35,627 16,687 16,687
01/09/2021 as above Buy 11,943 5,594 5,594
01/09/2021 as above Buy 21,218 9,938 9,938
01/09/2021 as above Buy 181,940 137,082 137,082
01/09/2021 as above Buy 30,069 14,084 14,084
01/09/2021 as above Buy 1,594,486 744,044 744,044
01/09/2021 as above Buy 259,937 121,296 121,296
01/09/2021 as above Buy 286,296 133,596 133,596
01/09/2021 as above Buy 488,940 228,157 228,157
01/09/2021 as above Buy 29,017 13,591 13,591
01/09/2021 as above Buy 197,679 92,244 92,244
01/09/2021 as above Buy 36,154 16,934 16,934
01/09/2021 as above Buy 1,462,167 682,299 682,299
01/09/2021 as above Buy 10,882 5,097 5,097
01/09/2021 as above Buy 2,015,627 940,563 940,563
01/09/2021 as above Buy 1,057,363 493,403 493,403
01/09/2021 as above Buy 660,250 308,096 308,096
01/09/2021 as above Buy 530,150 247,387 247,387
01/09/2021 as above Buy 124,223 58,184 58,184
01/09/2021 as above Buy 19,258 9,020 9,020
01/09/2021 as above Buy 3,247 1,521 1,521
01/09/2021 as above Buy 732,289 341,712 341,712
02/09/2021 as above Buy 65,316 40,730 40,730
02/09/2021 as above Buy 15,445 7,101 7,101
02/09/2021 as above Buy 21,750 10,000 10,000
02/09/2021 as above Buy 125,200 57,563 57,563
02/09/2021 as above Buy 41,969 19,296 19,296
02/09/2021 as above Buy 74,561 34,281 34,281
02/09/2021 as above Buy 20,232 14,954 14,954
02/09/2021 as above Buy 105,668 48,583 48,583
02/09/2021 as above Buy 176,540 81,168 81,168
02/09/2021 as above Buy 28,780 13,232 13,232
02/09/2021 as above Buy 31,698 14,574 14,574
02/09/2021 as above Buy 54,136 24,890 24,890
02/09/2021 as above Buy 101,973 46,884 46,884
02/09/2021 as above Buy 21,887 10,063 10,063
02/09/2021 as above Buy 127,057 58,417 58,417
02/09/2021 as above Buy 161,890 74,432 74,432
02/09/2021 as above Buy 38,245 17,584 17,584
02/09/2021 as above Buy 223,170 102,607 102,607
02/09/2021 as above Buy 117,072 53,826 53,826
02/09/2021 as above Buy 73,102 33,610 33,610
02/09/2021 as above Buy 58,699 26,988 26,988
02/09/2021 as above Buy 436,566 200,720 200,720
02/09/2021 as above Buy 67,679 31,117 31,117
02/09/2021 as above Buy 11,412 5,247 5,247
02/09/2021 as above Buy 81,080 37,278 37,278
07/09/2021 as above Buy 520,289 318,126 318,126
07/09/2021 as above Buy 122,008 55,458 55,458
07/09/2021 as above Buy 171,835 78,107 78,107
07/09/2021 as above Buy 161,067 116,801 116,801
07/09/2021 as above Buy 1,394,725 633,966 633,966
07/09/2021 as above Buy 227,372 103,351 103,351
07/09/2021 as above Buy 250,426 113,830 113,830
07/09/2021 as above Buy 427,684 194,402 194,402
07/09/2021 as above Buy 172,913 78,597 78,597
07/09/2021 as above Buy 1,278,983 581,356 581,356
07/09/2021 as above Buy 1,763,102 801,410 801,410
07/09/2021 as above Buy 924,891 420,405 420,405
07/09/2021 as above Buy 577,531 262,514 262,514

Page 5 of 7

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
07/09/2021 as above Buy 463,731 210,787 210,787
07/09/2021 as above Buy 640,545 291,157 291,157
08/09/2021 as above Buy 175,371 109,403 109,403
08/09/2021 as above Buy 41,386 19,072 19,072
08/09/2021 as above Buy 58,288 26,861 26,861
08/09/2021 as above Buy 54,364 40,168 40,168
08/09/2021 as above Buy 473,101 218,019 218,019
08/09/2021 as above Buy 77,126 35,542 35,542
08/09/2021 as above Buy 84,947 39,146 39,146
08/09/2021 as above Buy 145,073 66,854 66,854
08/09/2021 as above Buy 58,653 27,029 27,029
08/09/2021 as above Buy 433,842 199,927 199,927
08/09/2021 as above Buy 69,587 32,121 32,121
08/09/2021 as above Buy 598,056 275,602 275,602
08/09/2021 as above Buy 313,730 144,576 144,576
08/09/2021 as above Buy 195,903 90,278 90,278
08/09/2021 as above Buy 157,301 72,489 72,489
08/09/2021 as above Buy 217,278 100,128 100,128
14/09/2021 as above Sell 539,087 243,380
-		 243,380
-
14/09/2021 as above Buy 283,648 175,847 175,847
14/09/2021 as above Buy 67,441 30,655 30,655
14/09/2021 as above Buy 94,985 43,175 43,175
14/09/2021 as above Buy 88,107 64,563 64,563
14/09/2021 as above Buy 770,946 350,430 350,430
14/09/2021 as above Buy 125,682 57,128 57,128
14/09/2021 as above Buy 138,426 62,921 62,921
14/09/2021 as above Buy 236,405 107,457 107,457
14/09/2021 as above Buy 95,579 43,445 43,445
14/09/2021 as above Buy 706,970 321,350 321,350
14/09/2021 as above Buy 974,571 442,987 442,987
14/09/2021 as above Buy 511,243 232,383 232,383
14/09/2021 as above Buy 319,235 145,107 145,107
14/09/2021 as above Buy 256,331 116,514 116,514
14/09/2021 as above Buy 440,303 197,233 197,233
14/09/2021 as above Buy 354,068 160,940 160,940
15/09/2021 as above Buy 341,044 151,730 151,730
16/09/2021 as above Buy 194,654 115,743 115,743
16/09/2021 as above Buy 46,306 20,177 20,177
16/09/2021 as above Buy 65,219 28,418 28,418
16/09/2021 as above Buy 60,473 42,495 42,495
16/09/2021 as above Buy 529,349 230,653 230,653
16/09/2021 as above Buy 86,297 37,602 37,602
16/09/2021 as above Buy 95,047 41,415 41,415
16/09/2021 as above Buy 162,323 70,729 70,729
16/09/2021 as above Buy 65,628 28,596 28,596
16/09/2021 as above Buy 485,422 211,513 211,513
16/09/2021 as above Buy 669,160 291,573 291,573
16/09/2021 as above Buy 351,032 152,955 152,955
16/09/2021 as above Buy 219,195 95,510 95,510
16/09/2021 as above Buy 176,004 76,690 76,690
16/09/2021 as above Buy 243,112 105,931 105,931
20/09/2021 as above Buy 20,811 13,179 13,179
20/09/2021 as above Buy 4,986 2,297 2,297
20/09/2021 as above Buy 7,024 3,236 3,236
20/09/2021 as above Buy 6,511 4,839 4,839
20/09/2021 as above Buy 57,006 26,263 26,263
20/09/2021 as above Buy 9,295 4,282 4,282
20/09/2021 as above Buy 10,237 4,716 4,716
20/09/2021 as above Buy 17,480 8,053 8,053
20/09/2021 as above Buy 7,067 3,256 3,256
20/09/2021 as above Buy 52,277 24,084 24,084
20/09/2021 as above Buy 72,064 33,200 33,200
20/09/2021 as above Buy 37,803 17,416 17,416
20/09/2021 as above Buy 23,605 10,875 10,875
20/09/2021 as above Buy 18,954 8,732 8,732
20/09/2021 as above Buy 26,182 12,062 12,062

Page 6 of 7

Date of Change Holder of relevant
interest		 Nature of Change Consideration Number of
Securities		 Person's Votes
Affected
22/09/2021 as above Buy 154,076 93,711 93,711
22/09/2021 as above Buy 260,054 156,813 156,813
22/09/2021 as above Buy 147,501 89,607 89,607
22/09/2021 as above Buy 916 561 561
22/09/2021 as above Buy 37,003 16,337 16,337
22/09/2021 as above Buy 62,738 27,337 27,337
22/09/2021 as above Buy 35,585 15,621 15,621
22/09/2021 as above Buy 221 98 98
22/09/2021 as above Buy 52,113 23,008 23,008
22/09/2021 as above Buy 88,360 38,501 38,501
22/09/2021 as above Buy 50,118 22,001 22,001
22/09/2021 as above Buy 312 138 138
22/09/2021 as above Buy 48,218 34,406 34,406
22/09/2021 as above Buy 81,446 57,574 57,574
22/09/2021 as above Buy 46,196 32,900 32,900
22/09/2021 as above Buy 287 206 206
22/09/2021 as above Buy 422,986 186,749 186,749
22/09/2021 as above Buy 717,183 312,498 312,498
22/09/2021 as above Buy 406,782 178,570 178,570
22/09/2021 as above Buy 2,529 1,119 1,119
22/09/2021 as above Buy 68,956 30,444 30,444
22/09/2021 as above Buy 116,916 50,944 50,944
22/09/2021 as above Buy 66,315 29,111 29,111
22/09/2021 as above Buy 411 182 182
22/09/2021 as above Buy 75,948 33,531 33,531
22/09/2021 as above Buy 128,772 56,110 56,110
22/09/2021 as above Buy 73,040 32,063 32,063
22/09/2021 as above Buy 454 201 201
22/09/2021 as above Buy 129,707 57,266 57,266
22/09/2021 as above Buy 219,921 95,826 95,826
22/09/2021 as above Buy 124,739 54,758 54,758
22/09/2021 as above Buy 775 343 343
22/09/2021 as above Buy 52,442 23,153 23,153
22/09/2021 as above Buy 88,915 38,743 38,743
22/09/2021 as above Buy 50,433 22,139 22,139
22/09/2021 as above Buy 314 139 139
22/09/2021 as above Buy 387,884 171,251 171,251
22/09/2021 as above Buy 657,669 286,566 286,566
22/09/2021 as above Buy 373,027 163,752 163,752
22/09/2021 as above Buy 2,319 1,026 1,026
22/09/2021 as above Buy 534,705 236,073 236,073
22/09/2021 as above Buy 906,610 395,037 395,037
22/09/2021 as above Buy 514,222 225,734 225,734
22/09/2021 as above Buy 3,198 1,415 1,415
22/09/2021 as above Buy 280,498 123,840 123,840
22/09/2021 as above Buy 475,591 207,229 207,229
22/09/2021 as above Buy 269,754 118,417 118,417
22/09/2021 as above Buy 1,677 742 742
22/09/2021 as above Buy 175,152 77,330 77,330
22/09/2021 as above Buy 296,973 129,400 129,400
22/09/2021 as above Buy 168,442 73,943 73,943
22/09/2021 as above Buy 1,046 463 463
22/09/2021 as above Buy 140,638 62,092 62,092
22/09/2021 as above Buy 238,457 103,903 103,903
22/09/2021 as above Buy 135,252 59,373 59,373
22/09/2021 as above Buy 841 372 372
22/09/2021 as above Buy 194,262 85,767 85,767
22/09/2021 as above Buy 329,376 143,519 143,519
22/09/2021 as above Buy 186,821 82,011 82,011
22/09/2021 as above Buy 1,162 514 514
-
Total Number of Securities 82,017,385
-

Page 7 of 7

Annexure 2

This is page 1 of 4 of Annexure 2 referred to in ASIC Form 603 - becoming a substantial holder

==> picture [108 x 42] intentionally omitted <==

Linda Matthews - Company Secretary of Challenger Limited

24/09/2021

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
Accurium Holdings Pty Ltd 158242936 Australia
Accurium Pty Ltd 009492219 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 Holdco1 Holdings Pty Ltd 645868659 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 603 - becoming a substantial holder

==> picture [108 x 42] intentionally omitted <==

Linda Matthews - Company Secretary of Challenger Limited

24/09/2021

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 603 - becoming a substantial holder

==> picture [108 x 42] intentionally omitted <==

Linda Matthews - Company Secretary of Challenger Limited

24/09/2021

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 603 - becoming a substantial holder

==> picture [108 x 42] intentionally omitted <==

Linda Matthews - Company Secretary of Challenger Limited

24/09/2021

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.P27263 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

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