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CHALLENGER LIMITED Major Shareholding Notification 2021

Jun 21, 2021

64641_rns_2021-06-21_5b53a27a-3ec5-4e45-a55c-94c50999b0de.pdf

Major Shareholding Notification

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Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

ToCompany Name~~/Scheme~~ ChallengerLtd
AC~~N/ARSN/ABN~~ 106 842371
1. Details of substantial holder (1)
Name Allan Gray Australia Pty Ltd (Allan Gray Australia) and its related bodies corporate as set out in Table 1 of
Annexure A (togetherthe Group), as investment manager for the funds or investment mandates listed at Table 2 of
AnnexureA
ACN/~~ARSN (~~if applicable) 112316168 (ACN of AllanGrayAustralia)
The holder became a substantial holder on 18 June2021

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 Person's votes (5) Voting power (6)
Ordinary shares 33,836,621 33,836,621 5.00 %

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest Nature of relevant interest (7) Class and number of securities
SeeAnnexureA,Tables2and 3

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
SeeAnnexureA,Tables2and 3

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) Class and number
of securities
Cash Non-Cash
See Annexure A, Table
4

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 See Annexure A, Tables 1 and 2

7. Addresses

The addresses of persons named in this form are as follows:

Name Address
The Group C/- Allan Gray Australia, Level 2 Challis House, 4 Martin Place Sydney,
NSW 2000

Signature

Print name Elizabeth Lee Capacity: Company Secretary Sign here Date: 22 June 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 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (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.

Challenger

THIS IS ANNEXURE A OF 3 PAGES REFERRED TO IN THE ABOVE FORM 603

Printname Elizabeth Lee Company Secretary
Sign here Date:22 June 2021

Table 1 – Related bodies corporate

The following entities are associates of Allan Gray Australia Pty Ltd (AGA) and each other by virtue of being related bodies corporate. Orbis Allan Gray Limited Orbis Mansfield Street Properties Ltd Orbis Holdings Limited Orbis Investment Management (BVI) Limited (OIMLBVI) Orbis Investment Management Limited (OIML) Orbis Investment Advisory Pty Limited Orbis Asset Management Limited (OAML) Allan Gray (Holdings) Pty Ltd Orbis Administration Limited Orbis Investment Management (Hong Kong) Limited Orbis Investment Research Limited Orbis Client Services (Canada) Limited Orbis Investment Management (MIS) Limited Orbis Holdings (UK) Limited Triple Blue Holdings Limited Orbis Investment Management (Europe) LLP Pictet Overseas Trust Corporation and Pictet Trustee Company SA Orbis Investment Management (Luxembourg) S.A Allan & Gill Gray Foundation (Guernsey) EmCap Limited (Guernsey)

Orbis Mansfield Street Properties Ltd Orbis Investment Management (BVI) Limited (OIMLBVI) Orbis Investment Advisory Pty Limited Allan Gray (Holdings) Pty Ltd Orbis Investment Management (Hong Kong) Limited Orbis Client Services (Canada) Limited Orbis Holdings (UK) Limited Orbis Investment Management (Europe) LLP Orbis Investment Management (Luxembourg) S.A EmCap Limited (Guernsey)

Table 2 - Funds

An entity within the Group acts as investment manager for some or all of the assets in the following funds.

No Fund name Manager Code Registered holder Persons entitled to be registered
holder
1. Allan Gray Australia Equity Fund AGA SMEF Citibank N.A., Sydney Branch as
SMEF’s custodian
Equity Trustees Limited as SMEF’s
responsible entity
2. Allan Gray Australia Balanced Fund AGA SMBF Citibank N.A., Hong Kong Branch
as SMBF’s custodian
Equity Trustees Limited as SMBF’s
responsible entity
3. Allan Gray Australia Stable Fund AGA SMSF Citibank N.A., Sydney Branch as
SMSF’s custodian
Equity Trustees Limited as SMSF’s
responsible entity
4. AMP Capital Specialist Australian
Share Fund
AGA SMAP BNP Paribas Fund Services
Australasia Pty Ltd as SMAP’s
custodian
AMP Capital Funds Management
Limited as SMAP’s responsible entity
5. Morningstar Australian Shares High
Alpha Fund
AGA SMIA JP Morgan Nominees Australia
Ltd as SMIA’s custodian
Morningstar Investment Management
Australia Limited SMIA’s trustee
6. Construction and Building Unions
Superannuation Fund
AGA SMCB JP Morgan Nominees Australia
Ltd as SMCB’s custodian
United Super Pty Ltd as SMCB’s trustee
7. HESTA Superannuation Fund AGA SMHT JP Morgan Nominees Australia
Ltd as SMHT’s custodian
H.E.S.T. Australia Ltd as SMHT’s trustee
8. Hostplus Pooled Superannuation
Trust
AGA SMHP Citibank N.A., Sydney Branch as
SMHP’s custodian
Host Plus Pty ltd as SMHP’s trustee
9. Russell Australian Opportunities Fund AGA SMRI State Street Australia Ltd as
SMRI’s custodian
Russell Investment Management Ltd as
SMRI’s responsible entity
10. MyLifeMyMoney Superannuation
Fund
AGA SMCS NAB Custodial Services as
custodian for SMCS
Togethr Trustees Pty Ltd as SMCS’s
trustee
11. Maritime Super AGA SMMS NAB Custodial Services as
custodian for SMMS
Maritime Super Pty Ltd as SMMS’s
trustee
12. Non-Government Schools
Superannuation Fund
AGA SMNG State Street Australia Ltd as
SMNG’s custodian
Non-Government Schools
Superannuation Fund Pty Ltd as
SMNG’s trustee
13. Non-Government Schools
Superannuation Fund
AGA SMNP State Street Australia Ltd as
SMNP’s custodian
Non-Government Schools
Superannuation Fund Pty Ltd as
SMNP’s trustee
14. REST Superannuation Fund AGA SMRT State Street Australia Ltd as
SMRT’s custodian
Retail Employees Superannuation Pty
Ltd as SMRT’s trustee
15. Government Employees
Superannuation Board
AGA SMGB Northern Trust Corporation as
SMGB’s custodian
Government Employees Superannuation
Board
16. Statewide Superannuation Trust AGA SMSW NAB Custodial Services as
custodian for SMSW
Statewide Superannuation Pty Ltd as
SMSW’s trustee
17. Orbis Global Equity Fund (Australia
Registered)
OIML GAPL Citibank N.A., Hong Kong Branch,
as GAPL’s custodian
Equity Trustees Limited as GAPL’s
responsible entity
18. Orbis Emerging Markets Equity Fund
(Australia Registered)
OIML EMAF Citibank N.A., Hong Kong Branch,
as EMAF’s custodian
Equity Trustees Limited as EMAF’s
responsible entity
No Fund name Manager Code Registered holder Persons entitled to be registered
holder
19. Orbis Global Equity LE Fund
(Australia Registered)
OIML GALE Citibank N.A., Hong Kong Branch,
as GALE’s custodian
Equity Trustees Limited as GALE’s
responsible entity
20. Orbis Global Balanced Fund
(Australia Registered)
OIML GBAU Citibank N.A., Hong Kong Branch,
as GBAU’s custodian
Equity Trustees Limited as GBAU’s
responsible entity
21. Orbis Global Equity Fund Limited OIML OGEF Citigroup Fund Services Canada,
Inc (Citi Canada) as OGEF’s
custodian
OGEF
22. Orbis Optimal SA Fund Limited OIML OSAP Citi Canada as OSAP’s custodian OSAP
23. Institutional Global Equity Fund OIML IGEF Citi Canada as IGEF’s custodian IGEF
24. Orbis Optimal LP OIML OOLP Citi Canada as OOLP’s custodian OOLP
25. Orbis International Equity LP OIML IELP Citi Canada as IELP’s custodian IELP
26. Orbis Institutional Global Equity LP OIML OGLP Citi Canada as OGLP’s custodian OGLP
27. Orbis Institutional International Equity
LP
OIML ONLP Citi Canada as ONLP’s custodian ONLP
28. Orbis Institutional U.S. Equity LP OIML USLP Citi Canada as USLP’s custodian USLP
29. Orbis Institutional Emerging Markets
EquityLP
OIML EMLP Citi Canada as EMLP’s custodian EMLP
30. Orbis SICAV – Global Equity Fund OIML SGPL Citibank International plc
(Luxembourg Branch) (Citi Lux)
as SGPL’s custodian
SGPL
31. Orbis SICAV – Emerging Markets
Fund
OIML XJPL Citi Lux as XJPL’s custodian XJPL
32. Orbis SICAV – Global Balanced Fund OIML GBSA Citi Lux as GBSA’s custodian GBSA
33. Orbis SICAV – International Equity OIML SNPL Citi Lux as SNPL’s custodian SNPL
34. Orbis OEIC Global Equity Fund OIML UKGE Citibank N.A., London Branch as
UKGE’s custodian
UKGE
35. Orbis Institutional Global Equity
(OFO)
OIML OGEO Citi Canada as OGEO’s custodian OGEO
36. OEIC Global Balanced Fund OIML UKGB Citibank N.A., London Branch as
UKGB’s custodian
UKGB
37. OEIC Global Cautious Fund OIML UKGC Citibank N.A., London Branch as
UKGC’s custodian
UKGC
38. Orbis SICAV Global Cautious Fund OIML GCPL Citi Lux as GCPL’s custodian GCPL

Table 3 – Present relevant interest

Ordinary shares

Reference Code Total no of securities
SMAP 910,422
SMBF 139,300
SMCB 3,958,050
SMCS 2,987,526
SMEF 9,202,078
SMGB 1,929,297
SMHP 3,323,776
SMHT 2,773,441
SMIA 285,505
SMNG 1,361,433
SMRI 1,662,372
SMRT 4,156,744
SMSF 343,362
SMSW 803,315
Total 33,836,621

Table 4 – Purchases over the last four months

Ordinary shares

Trade Date Reference Code Action No of security Consideration Curr
20 Apr 21 to 13 May 21 SMAP Buy 615,152 3,139,366 AUD
20 Apr 21 to 17 Jun 21 SMBF Buy 87,780 450,804 AUD
20 Apr 21 to 18 Jun 21 SMCB Buy 2,727,825 13,949,695 AUD
20Apr 21to18 Jun 21 SMCS Buy 2,380,084 12,128,150 AUD
20 Apr 21 to 18 Jun 21 SMEF Buy 6,409,520 32,803,208 AUD
22 Apr 21 to 18 Jun 21 SMGB Buy and Sell 1,248,104 6,210,835 AUD
20 Apr 21 to 18 Jun 21 SMHP Buy 2,475,356 12,735,582 AUD
20 Apr 21 to 18 Jun 21 SMHT Buy 1,912,742 9,783,482 AUD
20 Apr 21 to 18 Jun 21 SMIA Buy 195,447 998,057 AUD
20Apr 21 to 3May21 SMMS Buy and Sell -186,702 -935,608 AUD
1 Apr 21 to 18 Jun 21 SMNG Buy 1,045,121 5,447,672 AUD
1 Apr 21 SMNP Sell -78,702 -503,693 AUD
20 Apr 21 to 18 Jun 21 SMRI Buy 1,202,673 6,153,304 AUD
20 Apr 21 to 18 Jun 21 SMRT Buy 2,864,821 14,653,728 AUD
22 Apr 21 to 17 Jun 21 SMSF Buy 343,362 1,735,400 AUD
20Apr 21to18 Jun 21 SMSW Buy 554,211 2,834,276 AUD
Total 23,796,794 121,584,258 AUD

All trades occur on market, under a dividend reinvestment plan, or pursuant to a capital raising (as applicable).