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CHALLENGER LIMITED Major Shareholding Notification 2013

Dec 23, 2013

64641_rns_2013-12-23_bd3c1216-cb5c-4a42-9890-7761f086888d.pdf

Major Shareholding Notification

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Sydney

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Level 15, 255 Pitt Street Sydney NSW 2000 Australia GPO Box 3698 Sydney NSW 2001 www.challenger.com.au

Telephone 02 9994 7000 Facsimile 02 9994 7777

24 December 2013

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

By electronic lodgement

Dear Sir

Re: Notice of initial substantial holder – JB Hi-Fi Limited (JBH)

We enclose notice of initial substantial holder in JB Hi-Fi Limited. This notice is given by Challenger Limited and each of its subsidiaries named in Annexure 1 to this notice.

Yours faithfully

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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 Listed Investments Limited ABN 94 055 293 644 AFSL 236 887 Challenger Diversified Property Trust 1 ARSN 121 484 606 Challenger Diversified Property Trust 2 ARSN 121 484 713 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 Mortgage Management Pty Ltd ABN 72 087 271 109 Challenger Securitisation Management Pty Ltd ABN 56 100 346 898 AFSL 244593

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603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme

ACN/ARSN

JB Hi-Fi Limited

093 220 136

1. Details of substantial holder (1) Name Challenger Limited (and entities listed in Annexure 1) ACN / ARSN (if applicable) 106 842 371

The holder became a substantial holder on 05 / 12 / 2013 .

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 Persons’ votes(5) Voting power(6)
Ordinary Fully Paid Same aspersons votes 5,022,286 5.01%

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
See Annexure 2
See Annexure 1 Ordinary fully paid shares
purchased on market by
Challenger Limited and the
entities listed in 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 each
other entity
named in
Annexure 1
JP Morgan
Nominees
Australia Ltd
JP Morgan Nominees
Australia Ltd
1,482,757
As above BNP Paribas
Nominees Pty
Limited
BNP Paribas
Nominees Pty Limited
50,301
As above Citicorp
Nominees Pty
Limited
Citicorp Nominees Pty
Limited
1,043,732
As above HSBC Custody
Nominees
(Australia)
Limited
HSBC Custody
Nominees (Australia)
Limited
1,086,637
As above National
Nominees Limited
National Nominees
Limited
1,358,859

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
See Annexure 1 See Annexure 2 See
Annexure 2
See Annexure 2

603 2/2 15 July 2001

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 of persons named in this form are as follows:

Name Address Challenger Limited and each Level 15, 255 Pitt Street, Sydney entity named in Annexure 1

Signature

print name Andrew Brown capacity Company Secretary sign here date 24/12/2013

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 A.

  • (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.

Annexure 1

This is page 1 of 4 pages of Annexure 1 referred to in Form 603 signed by me and dated 24/12/2013

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Andrew Brown

Company Secretary

Andrew Brown
Company Secretary
Company/Scheme ACN/ABN/ARSN
Challenger Limited 85 106 842 371
A.C.N. 167 156 961 PtyLtd 167 156 961
A.C.N. 167 321 637 PtyLtd 167 321 637
Allfine Holdings PtyLtd 84 100 231 918
Bluezen PtyLtd 94 100 220 175
CDPG Australia PtyLimited 124 498 095
Cescade PtyLimited 76 096 097 399
CFSG Holdings No. 2 Victoria PtyLimited 107 601 605
Challenger Direct PtyLtd 52 006 475 501
Challenger Diversified PropertyDevelopment PtyLimited 121 624 833
Challenger Financial Services PtyLtd 38 087 464 131
Challenger FM 2 Holdings PtyLimited 85 080 036 657
Challenger FM Nominees PtyLimited 130 035 353
Challenger Funds Management Holdings PtyLimited 107 728 030
Challenger GroupHoldings Limited 50 002 993 302
Challenger GroupPtyLtd 85 003 374 196
Challenger GroupServices PtyLtd 91 085 657 307
Challenger Home Loan Corporation PtyLimited 058 891 302
Challenger InventoryFinance ServicingPtyLimited 36 107 706 810
Challenger Life CompanyHoldings PtyLtd 60 006 381 193
Challenger Life CompanyLimited 44 072 486 938
Challenger Life Fund PropertyInvestments PtyLtd 161 212 693
Challenger Life Nominees No.2 PtyLtd 34 078 627 013
Challenger LifeNomineesNo.3PtyLimited 151 482 147
Challenger Life Nominees PtyLtd 39 091 336 793
Challenger Life SubsidiaryHoldings Ltd 38 099 742 122
Challenger Listed Investments Limited 94 055 293 644
Challenger Managed Investments(International)PtyLtd 120 871 212
Challenger Management Services Limited 29 092 382 842
Challenger Margin LendingPtyLimited 47 091 338 822
Challenger Mortgage Management PtyLimited 72 087 271 109
Challenger Non-ConformingFinance PtyLtd 107 725 486
Challenger Originator Finance PtyLtd 095 085 466
Challenger PropertyAsset Management PtyLtd 90 077 569 021
Challenger Retirement and Investment Services Limited 115 534 453
Challenger Securitisation Management PtyLimited 56 100 346 898
Challenger Skybridge(Group)HoldingCompanyPtyLtd 130 888 327
Challenger Skybridge(Hastings)HoldingCompanyPtyLtd 130 888 274
Challenger Special ServicingPtyLtd 77 107 707 415
Challenger Specialised Finance PtyLtd 164 516 401
Challenger TreasuryLimited 47 093 307 996
Challenger WindHoldingsPtyLimited 151 496 061
Challenger Wholesale Finance Holdings PtyLimited 087 284 240
CPHIC Investments PtyLtd 95 093 340 526
CSPP1 Broadbeach PtyLtd 122 460 977

Annexure 1

This is page 2 of 4 pages of Annexure 1 referred to in Form 603 signed by me and dated 24/12/2013

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Andrew Brown

Company Secretary

Andrew Brown
Company Secretary
Company/Scheme ACN/ABN/ARSN
CSPP1 Investment Company1 PtyLimited 120 463 023
CSPP1 Maitland PtyLtd 122 460 968
CSPP1 Mavis Court PtyLtd 122 461 983
EMIF Holdings PtyLtd 130 565 169
Endowment Warrants Limited 45 009 568 503
Fidante Partners AlphinityHoldings PtyLtd 140 716 016
Fidante Partners Ardea Holdings PtyLtd 133 865 853
FidantePartnersBentham HoldingsPtyLtd 140715 573
Fidante Partners Holdings PtyLimited 123 318 650
Fidante Partners K Holdings PtyLtd 143 836 373
Fidante Partners Kapstream Holdings PtyLimited 123 319 460
Fidante Partners Limited 94 002 835 592
Fidante Partners Merlon Holdings PtyLtd 140 715 662
FidantePartnersMetisqHoldingsPtyLtd 143 376 961
Fidante Partners NovaPort Holdings PtyLtd 140 715 797
Fidante Partners R&M Holdings PtyLimited 152 375 436
Fidante Partners Services Limited 44 119 605 373
Fidante Partners T Holdings PtyLtd 167 321 262
Fidante Partners Wavestone Holdings PtyLimited 133 626 276
GasValpo Finance PtyLtd 003 376 529
Howard Commercial LendingLimited 65 000 033 143
LANV PtyLtd 147 224 502
Maitland Nominee Holdings PtyLimited 122 853 114
Mavis Court Development Co PtyLimited 124 112 956
MawburyPtyLimited 95 096 097 479
MetisqCapital Holdings PtyLtd 158 011 351
MetisqCapital PtyLtd 104 642 613
MIR Nominee Holdings PtyLimited 154 029 259
OaklandsHill PtyLtd 149 814559
OaklandsHill WindFarm PtyLtd 126 595 935
Talavera HerringPtyLimited 34 086 068 984
The LibertyGroupConsortium PtyLtd 79 082 564 289
TLG Services PtyLimited 20 092 500 608
TLGH PtyLimited 85 092 927 467
TRE Data Centres Canberra PtyLtd 141 881 227
US LLC Holdings PtyLtd 130 888 292
Waterford CountyPtyLimited 122 853 089

Annexure 1

This is page 3 of 4 pages of Annexure 1 referred to in Form 603 signed by me and dated 24/12/2013

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Andrew Brown Company Secretary

Overseas Companies Appia Europe Limited Appia Finance 2 Limited Appia Finance Limited Appia Group Limited (Jersey) Appia Investments Limited CDPG Luxembourg Holdings SARL CDPG Luxembourg II SARL CDPG Luxembuorg SARL CDPG Malta Limited Challenger Connections Limited Challenger Connections Mid Company Limited Challenger DPG France II SAS Challenger DPG France SAS Challenger Group Services (UK) Limited Challenger Harbourmasters Holdings Jersey Limited Challenger Holding (Vagyonkezelo) KFT Challenger Jersey I3 Limited Challenger Jersey Management Limited Challenger LBC Terminals Holding Company Limited Challenger LBC Terminals Jersey Limited Challenger LBC Terminals Limited Challenger Life (UK) Limited Challenger Luxembourg Holding No. 1A SARL Challenger Luxembourg Holding No. 1B SARL Challenger Luxembourg Holding No. 2 SARL Challenger Management Services (UK) Limited Challenger MBK Emerging Market Infrastructure Fund Pte. Ltd Challenger MBK Fund Management Pte. Ltd Challenger Northern Gas Ltd (Jersey) Challenger SCR LLP Member Limited Challenger SkyBridge Fund (LP) Limited Challenger SkyBridge Fund (SLP) Limited Challenger Southern Water Limited Challenger Structured Credit Management Limited Challenger Towers Ltd (Jersey) Challenger UK Tank Storage Limited Challenger UK Terminals Ltd Challenger Wales and the West Gas Ltd (Jersey) Challenger Welcome Break Limited

Annexure 1

This is page 4 of 4 pages of Annexure 1 referred to in Form 603 signed by me and dated 24/12/2013

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Andrew Brown

Company Secretary

Overseas Companies Clashfern Investments (UK) Limited CMS (UK) Pty Limited GasValpo Jersey Holding Company Limited Greensands Holdings Jersey Limited GV Cayman Company Limited GV Chile Holding Limitada GV Chile Limitada GV Jersey Trustee Company Limited GV Jersey Trustee Company No. 2 Limited Inexus Group Holdings Inexus Group Limited Interstar Home Loan Corporation NZ Limited (Foreign) Kabushiki Kaisha C & K Lazor Mangro Namroc Oikos Limited Oikos Storage Limited Rozal Rozalia Park Sabrand Limited SCI Aulnay Invest SCI Gennevilliers Invest Structured Credit Research LLP

Annexure 2

This is page 1 of 1 of Annexure 2 referred to in Form 603 signed by me and dated

24/12/2013

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Andrew Brown Andrew Brown Andrew Brown Andrew Brown Andrew Brown Andrew Brown
Date of Change Holder of relevant interest Nature of
Change
Consideration Number of
securities
Person's Votes
Affected
12/09/2013 Challenger Limited
(the entities listed in Annexure 1)
Sell 127,498.97 -6,329 6,329
26/09/2013 As above Sell 18,197.12 -854 854
10/10/2013 As above Sell 32,926.08 -1,600 1,600
17/10/2013 As above Sell 23,591.77 -1,136 1,136
04/11/2013 As above Sell 24,420.52 -1,128 1,128
06/11/2013 As above Buy 150,333.72 6,800 6,800
22/11/2013 As above Buy 65,065.28 3,200 3,200
02/12/2013 As above Buy 389,255.22 19,686 19,686
02/12/2013 As above Buy 124,294.34 6,286 6,286
02/12/2013 As above Buy 505,383.22 25,559 25,559
02/12/2013 As above Buy 304,210.68 15,385 15,385
02/12/2013 As above Buy 382,710.29 19,355 19,355
02/12/2013 As above Buy 1,022,215.12 51,697 51,697
02/12/2013 As above Buy 1,130,176.79 57,157 57,157
02/12/2013 As above Buy 68,692.10 3,474 3,474
02/12/2013 As above Buy 670,568.53 33,913 33,913
02/12/2013 As above Buy 161,922.73 8,189 8,189
02/12/2013 As above Buy 188,082.68 9,512 9,512
03/12/2013 As above Buy 153,828.59 7,870 7,870
03/12/2013 As above Buy 957,579.36 48,900 48,900
03/12/2013 As above Buy 1,825,079.68 93,200 93,200
03/12/2013 As above Buy 125,327.36 6,400 6,400
03/12/2013 As above Buy 229,114.08 11,700 11,700
03/12/2013 As above Buy 49,764.63 2,546 2,546
03/12/2013 As above Buy 199,078.05 10,185 10,185
03/12/2013 As above Buy 120,658.69 6,173 6,173
03/12/2013 As above Buy 150,818.48 7,716 7,716
03/12/2013 As above Buy 404,195.87 20,679 20,679
03/12/2013 As above Buy 446,435.21 22,840 22,840
03/12/2013 As above Buy 27,149.67 1,389 1,389
03/12/2013 As above Buy 265,437.40 13,580 13,580
03/12/2013 As above Buy 63,349.23 3,241 3,241
03/12/2013 As above Buy 73,904.18 3,781 3,781
03/12/2013 As above Buy 612,929.12 31,300 31,300
03/12/2013 As above Buy 628,595.04 32,100 32,100
03/12/2013 As above Buy 50,914.24 2,600 2,600
03/12/2013 As above Buy 3,916.48 200 200
03/12/2013 As above Buy 33,290.08 1,700 1,700
03/12/2013 As above Buy 11,749.44 600 600
04/12/2013 As above Buy 31,996.91 1,627 1,627
04/12/2013 As above Buy 10,364.09 527 527
04/12/2013 As above Buy 41,417.02 2,106 2,106
04/12/2013 As above Buy 25,094.07 1,276 1,276
04/12/2013 As above Buy 31,367.59 1,595 1,595
04/12/2013 As above Buy 84,073.01 4,275 4,275
04/12/2013 As above Buy 92,863.80 4,722 4,722
04/12/2013 As above Buy 5,644.20 287 287
04/12/2013 As above Buy 55,222.69 2,808 2,808
04/12/2013 As above Buy 13,176.35 670 670
04/12/2013 As above Buy 15,378.97 782 782
04/12/2013 As above Sell 20,759.79 -1,053 1,053
05/12/2013 As above Buy 496,804.80 24,940 24,940
05/12/2013 As above Sell 1,992.00 -100 100

622,328