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CHALLENGER LIMITED Major Shareholding Notification 2024

May 20, 2024

64641_rns_2024-05-20_1d6a3a9f-234e-40f1-b7b9-db8e19018ca4.pdf

Major Shareholding Notification

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Level 2, 5 Martin Place Sydney NSW 2000 Australia GPO Box 3698 Sydney NSW 2001

challenger.com.au

Telephone 02 9994 7000

21 May 2024

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 – Lifestyle Communities Limited (LIC)

We attach a notice of change of interests of substantial holder in Lifestyle Communities Limited. The notice is given by Challenger Limited and each of its associated entities named in Annexure 2 to the notice and Apollo Global Management, Inc. and its controlled entities named in Annexure 3 to the notice.

Yours faithfully

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Linda Matthews

Company Secretary

Sydney Level 2, 5 Martin Place, Sydney NSW 2000 Australia, GPO Box 3698 Sydney NSW 2001, Telephone 02 9994 7000 Melbourne Level 19, 31 Queen Street PO Box 297, Flinders Lane, Melbourne VIC 3000 Telephone 02 9994 7000 Brisbane Level 6, 215 Adelaide Street GPO Box 3234, Brisbane QLD 4000 Telephone 07 3136 5400 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

challenger.com.au

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To
Company Name/Scheme
Lifestyle Communities Limited
ACN/ARSN 078 675 153
1. Details of substantial holder(1)
Challenger Limited (and its entities listed in Annexure 2)
Apollo Global Management, Inc. (and its controlled entities from time to
Name time which, as at the date of this notice, are as listed in Annexure 3)
ACN/ARSN (if applicable) 106 842 371(Challenger Limited)
There was a change in the interests of the substantial holder on 17/05/2024
The previous notice was given to the company on 25/03/2024
The previous notice was dated 25/03/2024

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:

Class of 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 7,494,775 6.16% 6,246,805 5.13%

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)
Apollo Global Management,
Inc. (and its controlled
entities from time to time
which, as at the date of this
notice, are as listed in
Annexure 3)


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 interest Registered holder of securities Person entitled to be Nature of relevant interest Class and number of Person's votes
registered as holder (6) securities
(8)
Challenger Limited (and its Citicorp Nominees Pty Citicorp Ordinary Fully Paid 1,601,326 1,601,326
entities listed in Annexure 2) Limited Nominees Pty securities purchased (Ordinary Fully
Apollo Global Management, Inc.
(and its controlled entities from
Limited and sold on market
and acquired and sold
Paid)
time to time which, as at the via off market transfer
date of this notice, are as listed by Challenger Limited
in Annexure 3) (and its entities listed
in Annexure 2) and
obtains a relevant
interest by virtue of
section 608(3) of the
Corporations Act 2001
(Cth).
As above J. P. Morgan Nominees
Australia Pty Limited
J. P. Morgan
Nominees
Australia Pty
Limited
As above 1,185,033
(Ordinary Fully
Paid)
1,185,033
As above HSBC Custody Nominees
(Australia) Limited
HSBC Custody
Nominees
(Australia)
Limited
As above 3,357,115
(Ordinary Fully
Paid)
3,357,115
As above UBS Nominees Pty Limited UBS Nominees
Pty Limited
As above 103,331 (Ordinary
Fully Paid)

103,331

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
Apollo Global Management, Inc. 9 West 57th Street, 42nd Floor, New York NT 10019

Signature

print name Linda Matthews Capacity Company Secretary of Challenger Limited sign here date 21/05/2024

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 2 pages and is referred to in Form 604 signed by me and dated 21/05/2024

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Linda Matthews Company Secretary of Challenger Limited

Transactions: Company Name/Scheme: Lifestyle Communities Limited (LIC) As at: 17/05/2024 Class of security: Ordinary Fully Paid

Date of Change Holder of relevant interest Nature of Change Consideration Number of
Securities
Person's Votes
Affected
22/03/2024 Challenger Limited (and its entities listed
in Annexure 2)
Apollo Global Management, Inc. (and its
controlled entities from time to time
which, as at the date of this notice, are as
listed in Annexure 3)
Buy 511,209 33,020 33,020
22/03/2024 As above Buy 128,576 8,305 8,305
22/03/2024 As above Buy 36,831 2,379 2,379
22/03/2024 As above Buy 235,184 15,191 15,191
22/03/2024 As above Buy 42,699 2,758 2,758
22/03/2024 As above Buy 36,506 2,358 2,358
22/03/2024 As above Buy 185,085 11,955 11,955
22/03/2024 As above Buy 80,614 5,207 5,207
22/03/2024 As above Buy 123,978 8,008 8,008
22/03/2024 As above Buy 26,273 1,697 1,697
22/03/2024 As above Buy 179,775 11,612 11,612
25/03/2024 As above Buy 124 8 8
25/03/2024 As above Buy 295 19 19
25/03/2024 As above Buy 202 13 13
25/03/2024 As above Buy 279 18 18
25/03/2024 As above Buy 62 4 4
25/03/2024 As above Buy 372 24 24
25/03/2024 As above Buy 791 51 51
25/03/2024 As above Buy 202 13 13
25/03/2024 As above Buy 62 4 4
25/03/2024 As above Buy 47 3 3
25/03/2024 As above Buy 62 4 4
03/04/2024 As above Buy 147,458 9,905 9,905
03/04/2024 As above Buy 134,312 9,022 9,022
03/04/2024 As above Buy 307,019 20,623 20,623
03/04/2024 As above Buy 145,939 9,803 9,803
05/04/2024 As above Sell 136,720 -9,394 9,394
05/04/2024 As above Sell 119,561 -8,215 8,215
08/04/2024 As above Sell 94,400 -6,392 6,392
09/04/2024 As above Sell 138,872 -9,418 9,418
10/04/2024 As above Sell 140,025 -9,499 9,499
11/04/2024 As above Buy 71,926 4,912 4,912
11/04/2024 As above Sell 92,815 -6,332 6,332
12/04/2024 As above Sell 110,016 -7,617 7,617
15/04/2024 As above Sell 615,008 -44,073 44,073
15/04/2024 As above Sell 59,655 -4,275 4,275
16/04/2024 As above Sell 121,053 -8,632 8,632
16/04/2024 As above Sell 148,834 -10,613 10,613
17/04/2024 As above Sell 193,039 -13,520 13,520
17/04/2024 As above Sell 586,126 -41,051 41,051
18/04/2024 As above Sell 975,541 -69,322 69,322
19/04/2024 As above Sell 146,382 -10,508 10,508
19/04/2024 As above Sell 225,145 -16,162 16,162
23/04/2024 As above Sell 38,562 -3,101 3,101
23/04/2024 As above Sell 83,515 -6,716 6,716
23/04/2024 As above Sell 772,313 -62,107 62,107
23/04/2024 As above Sell 130,731 -10,513 10,513
24/04/2024 As above Sell 659,807 -54,768 54,768
24/04/2024 As above Sell 947,376 -78,638 78,638
26/04/2024 As above Sell 565,505 -48,654 48,654
29/04/2024 As above Sell 986,596 -82,324 82,324
01/05/2024 As above Sell - Transfer 965,961 -80,296 80,296
01/05/2024 As above Buy- Transfer 965,961 80,296 80,296
01/05/2024 As above Sell 585,114 -48,751 48,751
02/05/2024 As above Sell 975,566 -80,316 80,316
03/05/2024 As above Sell 577,967 -47,771 47,771
06/05/2024 As above Sell 998,100 -80,418 80,418

Page 1 of 2

Date of Change Holder of relevant interest Nature of Change Consideration Number of
Securities
Person's Votes
Affected
07/05/2024 As above Sell 1,092,145 -85,723 85,723
08/05/2024 As above Sell 501,993 -37,234 37,234
09/05/2024 As above Sell 626,260 -46,971 46,971
10/05/2024 As above Sell 473,272 -34,745 34,745
13/05/2024 As above Sell 456,701 -34,581 34,581
15/05/2024 As above Sell 790,441 -60,037 60,037
15/05/2024 As above Sell 346,048 -26,426 26,426
15/05/2024 As above Sell 10,633 -812 812
15/05/2024 As above Sell 14,124 -1,070 1,070
15/05/2024 As above Sell 12,065 -914 914
15/05/2024 As above Sell 37,871 -2,892 2,892
15/05/2024 As above Sell 296,130 -22,614 22,614
15/05/2024 As above Sell 32,345 -2,470 2,470
15/05/2024 As above Sell 130,845 -9,992 9,992
15/05/2024 As above Sell 36,614 -2,796 2,796
15/05/2024 As above Sell 26,164 -1,998 1,998
15/05/2024 As above Sell 110,444 -8,367 8,367
15/05/2024 As above Sell 9,755 -739 739
15/05/2024 As above Sell 129,070 -9,778 9,778
15/05/2024 As above Sell 13,662 -1,035 1,035
15/05/2024 As above Sell 3,960 -300 300
15/05/2024 As above Sell 48,800 -3,697 3,697
16/05/2024 As above Sell 28,580 -2,117 2,117
16/05/2024 As above Sell 8,303 -615 615
16/05/2024 As above Sell 25,245 -1,870 1,870
16/05/2024 As above Sell 20,426 -1,513 1,513
16/05/2024 As above Sell 29,552 -2,189 2,189
16/05/2024 As above Sell 102,128 -7,565 7,565
16/05/2024 As above Sell 270,083 -20,006 20,006
16/05/2024 As above Sell 231,122 -17,120 17,120
17/05/2024 As above Sell 36,353 -2,738 2,738
17/05/2024 As above Sell 41,146 -3,099 3,099
17/05/2024 As above Sell 11,949 -900 900
17/05/2024 As above Sell 29,409 -2,215 2,215
17/05/2024 As above Sell 388,966 -29,296 29,296
17/05/2024 As above Sell 147,070 -11,077 11,077
17/05/2024 As above Sell 42,553 -3,205 3,205
17/05/2024 As above Sell 332,857 -25,070 25,070
Total Number of Securities -1,247,970

Page 2 of 2

Annexure 2

This is page 1 of 3 of Annexure 2 referred to in ASIC Form 604 - change of interest holder

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Linda Matthews - Company Secretary of Challenger Limited

21/05/2024

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
Ardea Investment Management Pty Ltd 132902722 Australia
Ardea Investment Management (UK) Limited 13043903 United Kingdom
Artega Investment Administration Pty Limited 661042093 Australia
Bentham Asset Management Pty Ltd 140833674 Australia
CDPG Australia Pty Limited 124498095 Australia
Challenger Diversified Property Development Pty Limited 121624833 Australia
Challenger DPG France II SAS 495391062 France
Challenger Financial Services Pty Limited 087464131 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 Holdco3 Holdings Pty Ltd 657425744 Australia
Challenger Home Loan Corporation Pty Ltd 058891302 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
Challenger Kabushiki Kaisha 0100-01-182872 Unknown
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 Mortgage Management Pty Ltd 087271109 Australia
Challenger Non-conforming Finance Pty Ltd 107725486 Australia
Challenger Retirement and Investment Services Limited 115534453 Australia
Challenger Securitisation Management Pty Ltd 100346898 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

Annexure 2

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

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Linda Matthews - Company Secretary of Challenger Limited

21/05/2024

Company Name ACN / Country of
Company Number Incorporation
CLS US Holdings, LLC 5302598 United States
CPHIC Investments Pty Ltd 093340526 Australia
Cultiv8 Carry Services Pty Ltd 661978356 Australia
Cultiv8 Funds Management Pty Ltd 659433593 Australia
Cultiv8 GPCo Pty Ltd 655 779 105 Australia
Eiger Capital Pty Limited 631838607 Australia
Fidante Partners (Guernsey) Limited 40288 Guernsey
Fidante Partners AAM Holdings Pty Limited 636490189 Australia
Fidante Partners AB 559327-5497 Sweden
Fidante Partners Alphinity Holdings Pty Ltd 140716016 Australia
Fidante Partners Ardea Holdings Pty Ltd 133865853 Australia
Fidante Partners Bentham Holdings Pty Ltd 140715573 Australia
Fidante Partners Cultiv8 Holdings Pty Ltd 659373109 Australia
Fidante Partners Eiger Holdings Pty Limited 631837360 Australia
Fidante Partners Europe Limited 4040660 United Kingdom
Fidante Partners FME Holdings Limited 11410594 United Kingdom
Fidante Partners Holdco1 Pty Limited 666942196 Australia
Fidante Partners Holdings (Guernsey) Limited 43315 Guernsey
Fidante Partners Holdings Europe Limited 6172534 United Kingdom
Fidante Partners Holdings Pty Limited 123318650 Australia
Fidante Partners Lennox Holdings Pty Limited 616975565 Australia
Fidante Partners Limited 002835592 Australia
Fidante Partners Liquid Strategies ICAV C139635 Ireland
Fidante Partners Merlon Holdings Pty Ltd 140715662 Australia
Fidante Partners Novaport Holdings Pty Ltd 140715797 Australia
Fidante Partners Ox Holdings Pty Ltd 649174087 Australia
Fidante Partners Services Limited 119605373 Australia
Fidante Partners Wavestone Holdings Pty Limited 133626276 Australia
Fidante Partners Whitehelm Holdings Pty Ltd 169043903 Australia
Fidante Partners Wyetree Limited 9387239 United Kingdom
FME Asset Management Limited 11064883 United Kingdom
Greencape Capital Pty Ltd 120328529 Australia
Kabushiki Kaisha C & K 0104-01-067168 Japan
Kudu Investment Partners I, Lp 47-2497501 Unknown
Lease Collateral No.2 Pty Ltd 168112481 Australia
Lease Collateral Pty Ltd 168112472 Australia
Lease Funding Management Pty Ltd 168112490 Australia
Lending JV Holdco Pty Ltd 661671683 Australia
Lennox Capital Partners Pty Limited 617001966 Australia
Merlon Capital Partners Pty Ltd 140833683 Australia
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
Resonance Asset Management Limited 9028327 United Kingdom
The Liberty Group Consortium Pty Ltd 082564289 Australia
TLGH Pty Limited 092927467 Australia
US LLC Holdings Pty Ltd 130888292 Australia

Annexure 2

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

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Linda Matthews - Company Secretary of Challenger Limited

21/05/2024

Company Name ACN / Country of
Company Number Incorporation
US LLC Investments LLC 36-4811214 United States
Water Ventures Limited 9592184 United Kingdom
Wavestone Capital Pty Limited 120179419 Australia

Annexure 3

This is page 1 of 1 of Annexure 3 referred to in ASIC Form 604 - change of interest holder

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Linda Matthews - Company Secretary of Challenger Limited

21/05/2024

Company Name Company State of
Number Incorporation/Country
of Incorporation
Apollo Management Holdings, L.P. 4291041 Delaware, USA
Athene Life Re Ltd 43286 Bermuda
AP Liberty GP, LLC WC-4527 Cayman Islands
AP Liberty LP (with AP Liberty GP, LLC acts as general partner of AP WC-113262 Cayman Islands
Liberty LP)