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CHALLENGER LIMITED Major Shareholding Notification 2015

Oct 8, 2015

64641_rns_2015-10-08_0539ce64-e8eb-4496-91f2-f87a490d5dfd.pdf

Major Shareholding Notification

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Sydney

==> picture [101 x 26] intentionally omitted <==

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

9 October 2015

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 – Recall Holdings Limited (REC)

We enclose notice of change of interests of substantial holder in Recall Holdings Limited. This notice is given by Challenger Limited and each of its subsidiaries named in Annexure 2 to this notice.

Yours faithfully

==> picture [157 x 51] intentionally omitted <==

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 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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Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

To
Company Name/Scheme
Recall Holdings Limited Recall Holdings Limited
ACN/ARSN 116 537 832
1. Details of substantial holder(1)
Name Challenger Limited (and its entities listed in Annexure 2)
ACN/ARSN (if applicable) 106 842371
There was a change in the interests of the substantial holder on 06/10/2015
The previous notice was given to the company on 22/06/2015
The previous notice was dated 22/06/2015

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:

Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
1. Details of substantial holder(1)
The previous notice was given to the company on
The previous notice was dated
ACN/ARSN (if applicable)
There was a change in the interests of the substantial
To
Company Name/Scheme
ACN/ARSN
Name
Recall Holdings Limited
116 537 832
Challenger Limited (and its entities listed in Annexure 2)
106 842371

holder on
06/10/2015
22/06/2015
22/06/2015
Date of change
Refer
Annexure 1
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:
Holder of relevant
interest
Challenger Limited (and
its entities listed in
Annexure 2)
Challenger Limited (and
its entities listed in
Annexure 2)
Challenger Limited (and
its entities listed in
Annexure 2)
Challenger Limited (and
its entities listed in
Annexure 2)
Challenger Limited (and
its entities listed in
Annexure 2)
HSBC Custody
Nominees
(Australia) Limited
HSBC Custody
Nominees
(Australia)
Limited
As above
4,124,303
(Ordinary Fully
Paid)
4,124,303
J P Morgan
Nominees
Australia Limited
J P Morgan
Nominees
Australia Limited
As above
5,975,481
(Ordinary Fully
Paid)
5,975,481
National Nominees
Limited
National
Nominees
Limited
As above
6,669,799
(Ordinary Fully
Paid)
6,669,799
BNP Paribas
Nominees Pty
Limited
BNP Paribas
Nominees Pty
Limited
Ordinary Fully Paid securities
purchased and sold on market and
acquired (via off market transfer)
by Challenger Limited (and it’s
entities listed in Annexure 2) and
obtain a relevant interest by virtue
of section 608(3) of the
Corporations Act 2001.
746,833 (Ordinary
Fully Paid)
746,833
Citicorp Nominees
Pty Limited
Citicorp
Nominees Pty
Limited
As above
4,983,552
(Ordinary Fully
Paid)
4,983,552
4. Present relevant interests
Registered holder of
securities
Person entitled to be
registered as holder
(8)
Nature of relevant interest (6)
Class and number of
securities
Person's votes
Challenger Limited
(and its entities
listed in Annexure
2)
Refer
Annexure 1
Refer
Annexure 1
Refer
Annexure 1
Refer
Annexure 1
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:
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
Person's votes
Voting power (5)
Ordinary Fully Paid
19,078,873
6.08%
22,499,968
7.16%
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
Present notice
Person's votes
Voting power (5)

604 page 2 / 2 15 July 2001

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 15, 255 Pitt Street, Sydney NSW 2000
listed in Annexure 2)
Signature
print name Andrew Brown Capacity Company Secretary
sign here date 09/10/2015
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 5 pages and is referred to in Form 604 signed by me and dated 09/10/2015

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Andrew Brown Company Secretary of Challenger Limited

Transactions: Company Name/Scheme: Recall Holdings Limited (REC) As at: 06/10/2015 Class of security: Ordinary Fully Paid

Date of Change Holder of relevant interest Nature of Change Consideration Number of
Securities
Person's Votes
Affected
23/06/2015 Challenger Limited (and its
entities listed in Annexure
2)
Buy 129,379.41 17,900 17,900
23/06/2015 as above Buy 50,595.30 7,000 7,000
23/06/2015 as above Buy 89,625.96 12,400 12,400
23/06/2015 as above Buy 192,984.93 26,700 26,700
23/06/2015 as above Buy 120,705.93 16,700 16,700
23/06/2015 as above Buy 38,307.87 5,300 5,300
23/06/2015 as above Buy 35,416.71 4,900 4,900
25/06/2015 as above Buy 4,050,822.96 569,736 569,736
26/06/2015 as above Buy 42,777.61 6,125 6,125
26/06/2015 as above Buy 42,253.81 6,050 6,050
26/06/2015 as above Buy 27,028.47 3,870 3,870
26/06/2015 as above Buy 9,449.49 1,353 1,353
26/06/2015 as above Buy 95,793.92 13,716 13,716
26/06/2015 as above Buy 41,730.00 5,975 5,975
26/06/2015 as above Buy 110,488.46 15,820 15,820
26/06/2015 as above Buy 95,793.92 13,716 13,716
26/06/2015 as above Buy 123,346.19 17,661 17,661
26/06/2015 as above Buy 15,218.35 2,179 2,179
26/06/2015 as above Buy 58,002.95 8,305 8,305
26/06/2015 as above Buy 168,239.98 24,089 24,089
26/06/2015 as above Buy 22,307.22 3,194 3,194
26/06/2015 as above Buy 41,988.41 6,012 6,012
26/06/2015 as above Buy 43,301.42 6,200 6,200
26/06/2015 as above Buy 16,272.95 2,330 2,330
26/06/2015 as above Buy 2,360.63 338 338
26/06/2015 as above Buy 1,836.82 263 263
26/06/2015 as above Buy 11,544.72 1,653 1,653
30/06/2015 as above Sell 1,630,781.46 -235,322 235,322
07/07/2015 as above Buy 109,421.76 15,200 15,200
07/07/2015 as above Buy 178,530.24 24,800 24,800
07/07/2015 as above Buy 139,656.72 19,400 19,400
07/07/2015 as above Buy 292,991.16 40,700 40,700
07/07/2015 as above Buy 325,385.76 45,200 45,200
07/07/2015 as above Buy 75,587.40 10,500 10,500
07/07/2015 as above Buy 79,186.80 11,000 11,000
14/07/2015 as above Buy 713,190.00 100,000 100,000
16/07/2015 as above Buy 32,188.83 4,482 4,482
16/07/2015 as above Buy 31,980.56 4,453 4,453
16/07/2015 as above Buy 7,648.62 1,065 1,065
16/07/2015 as above Buy 77,132.53 10,740 10,740
16/07/2015 as above Buy 33,467.19 4,660 4,660
16/07/2015 as above Buy 89,248.23 12,427 12,427
16/07/2015 as above Buy 76,708.81 10,681 10,681
16/07/2015 as above Buy 99,230.93 13,817 13,817

Page 1 of 5

Date of Change Holder of relevant interest Nature of Change Consideration Number of
Securities
Person's Votes
Affected
16/07/2015 as above Buy 46,430.34 6,465 6,465
16/07/2015 as above Buy 134,938.84 18,789 18,789
16/07/2015 as above Buy 17,954.50 2,500 2,500
16/07/2015 as above Buy 33,890.91 4,719 4,719
16/07/2015 as above Buy 34,738.37 4,837 4,837
16/07/2015 as above Buy 4,036.17 562 562
16/07/2015 as above Buy 1,802.63 251 251
16/07/2015 as above Buy 1,594.36 222 222
16/07/2015 as above Buy 9,350.70 1,302 1,302
22/07/2015 as above Buy 4,683.25 655 655
22/07/2015 as above Buy 4,647.50 650 650
22/07/2015 as above Buy 1,115.40 156 156
22/07/2015 as above Buy 11,211.20 1,568 1,568
22/07/2015 as above Buy 4,869.15 681 681
22/07/2015 as above Buy 12,977.25 1,815 1,815
22/07/2015 as above Buy 11,154.00 1,560 1,560
22/07/2015 as above Buy 14,428.70 2,018 2,018
22/07/2015 as above Buy 6,749.60 944 944
22/07/2015 as above Buy 19,619.60 2,744 2,744
22/07/2015 as above Buy 2,609.75 365 365
22/07/2015 as above Buy 4,926.35 689 689
22/07/2015 as above Buy 5,047.90 706 706
22/07/2015 as above Buy 586.3 82 82
22/07/2015 as above Buy 264.55 37 37
22/07/2015 as above Buy 228.8 32 32
22/07/2015 as above Buy 1,358.50 190 190
27/07/2015 as above Buy 127,906.82 17,940 17,940
27/07/2015 as above Buy 30,294.10 4,249 4,249
27/07/2015 as above Buy 306,726.82 43,021 43,021
27/07/2015 as above Buy 133,382.43 18,708 18,708
27/07/2015 as above Buy 354,695.45 49,749 49,749
27/07/2015 as above Buy 395,085.20 55,414 55,414
27/07/2015 as above Buy 134,644.38 18,885 18,885
27/07/2015 as above Buy 138,430.26 19,416 19,416
29/07/2015 as above Buy 189,225.87 26,300 26,300
31/07/2015 as above Buy 121,043.45 16,820 16,820
31/07/2015 as above Buy 28,670.46 3,984 3,984
31/07/2015 as above Buy 290,259.60 40,334 40,334
31/07/2015 as above Buy 126,613.46 17,594 17,594
31/07/2015 as above Buy 336,446.09 46,752 46,752
31/07/2015 as above Buy 373,881.77 51,954 51,954
31/07/2015 as above Buy 127,412.26 17,705 17,705
31/07/2015 as above Buy 130,996.07 18,203 18,203
03/08/2015 as above Buy 3,217.82 454 454
03/08/2015 as above Buy 765.47 108 108
03/08/2015 as above Buy 7,718.51 1,089 1,089
03/08/2015 as above Buy 3,366.66 475 475
03/08/2015 as above Buy 8,944.68 1,262 1,262
03/08/2015 as above Buy 9,944.04 1,403 1,403
03/08/2015 as above Buy 3,387.92 478 478
03/08/2015 as above Buy 3,480.06 491 491
04/08/2015 as above Buy 27,964.15 3,942 3,942
04/08/2015 as above Buy 6,618.61 933 933
04/08/2015 as above Buy 67,058.64 9,453 9,453
04/08/2015 as above Buy 29,255.24 4,124 4,124
04/08/2015 as above Buy 77,727.86 10,957 10,957
04/08/2015 as above Buy 86,375.33 12,176 12,176
04/08/2015 as above Buy 29,432.59 4,149 4,149
04/08/2015 as above Buy 30,262.58 4,266 4,266
05/08/2015 as above Buy 20,110.35 2,847 2,847
05/08/2015 as above Buy 4,760.93 674 674
05/08/2015 as above Buy 48,223.88 6,827 6,827
05/08/2015 as above Buy 21,035.70 2,978 2,978

Page 2 of 5

Date of Change Holder of relevant interest Nature of Change Consideration Number of
Securities
Person's Votes
Affected
05/08/2015 as above Buy 55,895.06 7,913 7,913
05/08/2015 as above Buy 62,111.11 8,793 8,793
05/08/2015 as above Buy 21,169.91 2,997 2,997
05/08/2015 as above Buy 21,763.26 3,081 3,081
07/08/2015 as above Buy 29,988.35 4,278 4,278
07/08/2015 as above Buy 29,224.27 4,169 4,169
07/08/2015 as above Buy 19,669.78 2,806 2,806
07/08/2015 as above Buy 6,876.71 981 981
07/08/2015 as above Buy 69,909.73 9,973 9,973
07/08/2015 as above Buy 30,563.16 4,360 4,360
07/08/2015 as above Buy 80,985.37 11,553 11,553
07/08/2015 as above Buy 69,909.73 9,973 9,973
07/08/2015 as above Buy 89,958.05 12,833 12,833
07/08/2015 as above Buy 11,271.92 1,608 1,608
07/08/2015 as above Buy 42,402.89 6,049 6,049
07/08/2015 as above Buy 57,488.19 8,201 8,201
07/08/2015 as above Buy 122,806.44 17,519 17,519
07/08/2015 as above Buy 16,424.20 2,343 2,343
07/08/2015 as above Buy 30,752.43 4,387 4,387
07/08/2015 as above Buy 31,516.51 4,496 4,496
07/08/2015 as above Buy 3,631.13 518 518
07/08/2015 as above Buy 1,717.43 245 245
07/08/2015 as above Buy 1,338.89 191 191
07/08/2015 as above Buy 16,999.01 2,425 2,425
10/08/2015 as above Sell 17,798.46 -2,543 2,543
12/08/2015 as above Buy 34,529.91 5,014 5,014
12/08/2015 as above Buy 33,648.42 4,886 4,886
12/08/2015 as above Buy 22,657.24 3,290 3,290
12/08/2015 as above Buy 7,919.71 1,150 1,150
12/08/2015 as above Buy 80,491.75 11,688 11,688
12/08/2015 as above Buy 35,191.04 5,110 5,110
12/08/2015 as above Buy 93,252.80 13,541 13,541
12/08/2015 as above Buy 80,491.75 11,688 11,688
12/08/2015 as above Buy 103,589.74 15,042 15,042
12/08/2015 as above Buy 12,974.54 1,884 1,884
12/08/2015 as above Buy 48,826.70 7,090 7,090
12/08/2015 as above Buy 66,201.85 9,613 9,613
12/08/2015 as above Buy 141,418.38 20,535 20,535
12/08/2015 as above Buy 18,917.76 2,747 2,747
12/08/2015 as above Buy 35,411.41 5,142 5,142
12/08/2015 as above Buy 36,286.02 5,269 5,269
12/08/2015 as above Buy 4,180.23 607 607
12/08/2015 as above Buy 1,983.37 288 288
12/08/2015 as above Buy 1,535.73 223 223
12/08/2015 as above Buy 19,572.00 2,842 2,842
13/08/2015 as above Buy 9,865.80 1,415 1,415
13/08/2015 as above Buy 101,774.66 14,597 14,597
13/08/2015 as above Buy 44,539.05 6,388 6,388
13/08/2015 as above Buy 118,124.71 16,942 16,942
13/08/2015 as above Buy 131,086.21 18,801 18,801
13/08/2015 as above Buy 44,824.92 6,429 6,429
13/08/2015 as above Buy 45,954.43 6,591 6,591
14/08/2015 as above Buy 7,366.59 1,063 1,063
19/08/2015 as above Buy 3,542.69 509 509
19/08/2015 as above Buy 34,285.95 4,905 4,905
19/08/2015 as above Buy 3,473.09 499 499
19/08/2015 as above Buy 33,621.90 4,810 4,810
19/08/2015 as above Buy 800.41 115 115
19/08/2015 as above Buy 7,744.92 1,108 1,108
19/08/2015 as above Buy 8,164.20 1,173 1,173
19/08/2015 as above Buy 78,966.03 11,297 11,297
19/08/2015 as above Buy 3,563.57 512 512
19/08/2015 as above Buy 34,502.64 4,936 4,936

Page 3 of 5

Date of Change Holder of relevant interest Nature of Change Consideration Number of
Securities
Person's Votes
Affected
19/08/2015 as above Buy 9,465.74 1,360 1,360
19/08/2015 as above Buy 91,569.00 13,100 13,100
19/08/2015 as above Buy 8,185.08 1,176 1,176
19/08/2015 as above Buy 79,182.72 11,328 11,328
19/08/2015 as above Buy 10,488.87 1,507 1,507
19/08/2015 as above Buy 101,522.76 14,524 14,524
19/08/2015 as above Buy 4,962.55 713 713
19/08/2015 as above Buy 48,000.33 6,867 6,867
19/08/2015 as above Buy 14,372.61 2,065 2,065
19/08/2015 as above Buy 139,128.96 19,904 19,904
19/08/2015 as above Buy 1,920.99 276 276
19/08/2015 as above Buy 18,579.42 2,658 2,658
19/08/2015 as above Buy 3,591.41 516 516
19/08/2015 as above Buy 34,726.32 4,968 4,968
19/08/2015 as above Buy 3,681.89 529 529
19/08/2015 as above Buy 35,614.05 5,095 5,095
19/08/2015 as above Buy 431.53 62 62
19/08/2015 as above Buy 4,200.99 601 601
19/08/2015 as above Buy 208.8 30 30
19/08/2015 as above Buy 1,992.15 285 285
19/08/2015 as above Buy 160.08 23 23
19/08/2015 as above Buy 1,551.78 222 222
19/08/2015 as above Buy 1,009.21 145 145
19/08/2015 as above Buy 9,730.08 1,392 1,392
26/08/2015 as above Buy 34,046.24 5,048 5,048
26/08/2015 as above Buy 19,356.72 2,870 2,870
26/08/2015 as above Buy 100,135.59 14,847 14,847
31/08/2015 as above Buy 37,800.00 5,400 5,400
01/09/2015 as above Buy 8,930.58 1,301 1,301
01/09/2015 as above Buy 1,983.81 289 289
01/09/2015 as above Buy 20,483.37 2,984 2,984
01/09/2015 as above Buy 8,985.50 1,309 1,309
01/09/2015 as above Buy 23,750.82 3,460 3,460
01/09/2015 as above Buy 26,379.89 3,843 3,843
01/09/2015 as above Buy 8,985.50 1,309 1,309
01/09/2015 as above Buy 9,218.89 1,343 1,343
03/09/2015 as above Buy 1,081,380.00 161,400 161,400
03/09/2015 as above Sell 1,506,830.00 -224,900 224,900
03/09/2015 as above Buy 425,450.00 63,500 63,500
08/09/2015 as above Buy 156,963.50 23,000 23,000
08/09/2015 as above Buy 70,292.35 10,300 10,300
10/09/2015 as above Buy 283,698.36 41,598 41,598
11/09/2015 as above Buy 126,786.00 18,700 18,700
15/09/2015 as above Buy 36,147.40 5,266 5,266
15/09/2015 as above Buy 36,614.18 5,334 5,334
15/09/2015 as above Buy 23,235.66 3,385 3,385
15/09/2015 as above Buy 8,216.57 1,197 1,197
15/09/2015 as above Buy 89,428.10 13,028 13,028
15/09/2015 as above Buy 36,614.18 5,334 5,334
15/09/2015 as above Buy 96,937.64 14,122 14,122
15/09/2015 as above Buy 83,792.51 12,207 12,207
15/09/2015 as above Buy 107,268.42 15,627 15,627
15/09/2015 as above Buy 13,145.13 1,915 1,915
15/09/2015 as above Buy 50,933.11 7,420 7,420
15/09/2015 as above Buy 67,599.63 9,848 9,848
15/09/2015 as above Buy 5,868.98 855 855
15/09/2015 as above Buy 147,397.11 21,473 21,473
15/09/2015 as above Buy 19,714.27 2,872 2,872
15/09/2015 as above Buy 27,930.84 4,069 4,069
15/09/2015 as above Buy 40,135.56 5,847 5,847
15/09/2015 as above Buy 4,461.80 650 650
15/09/2015 as above Buy 2,114.20 308 308
15/09/2015 as above Buy 1,640.57 239 239

Page 4 of 5

Date of Change Holder of relevant interest Nature of Change Consideration Number of
Securities
Person's Votes
Affected
15/09/2015 as above Buy 10,330.77 1,505 1,505
16/09/2015 as above Buy 75,146.64 10,812 10,812
16/09/2015 as above Buy 72,415.18 10,419 10,419
16/09/2015 as above Buy 27,279.93 3,925 3,925
16/09/2015 as above Buy 306,028.66 44,031 44,031
16/09/2015 as above Buy 16,367.96 2,355 2,355
16/09/2015 as above Buy 191,953.39 27,618 27,618
16/09/2015 as above Buy 174,591.54 25,120 25,120
16/09/2015 as above Buy 269,331.08 38,751 38,751
16/09/2015 as above Buy 41,166.63 5,923 5,923
16/09/2015 as above Buy 105,894.77 15,236 15,236
16/09/2015 as above Buy 210,802.60 30,330 30,330
16/09/2015 as above Buy 18,105.53 2,605 2,605
16/09/2015 as above Buy 307,015.60 44,173 44,173
16/09/2015 as above Buy 40,923.37 5,888 5,888
16/09/2015 as above Buy 23,561.52 3,390 3,390
16/09/2015 as above Buy 148,305.50 21,338 21,338
16/09/2015 as above Buy 9,174.40 1,320 1,320
16/09/2015 as above Buy 4,218.83 607 607
16/09/2015 as above Buy 3,475.15 500 500
16/09/2015 as above Buy 54,066.38 7,779 7,779
17/09/2015 as above Buy 59,009.26 8,377 8,377
17/09/2015 as above Buy 56,867.83 8,073 8,073
17/09/2015 as above Buy 21,421.41 3,041 3,041
17/09/2015 as above Buy 240,319.93 34,116 34,116
17/09/2015 as above Buy 12,855.67 1,825 1,825
17/09/2015 as above Buy 150,731.79 21,398 21,398
17/09/2015 as above Buy 137,101.26 19,463 19,463
17/09/2015 as above Buy 211,495.06 30,024 30,024
17/09/2015 as above Buy 32,325.83 4,589 4,589
17/09/2015 as above Buy 83,156.78 11,805 11,805
17/09/2015 as above Buy 165,531.66 23,499 23,499
17/09/2015 as above Buy 14,215.20 2,018 2,018
17/09/2015 as above Buy 241,101.83 34,227 34,227
17/09/2015 as above Buy 32,128.60 4,561 4,561
17/09/2015 as above Buy 18,498.07 2,626 2,626
17/09/2015 as above Buy 116,454.71 16,532 16,532
17/09/2015 as above Buy 7,206.22 1,023 1,023
17/09/2015 as above Buy 3,310.77 470 470
17/09/2015 as above Buy 2,726.11 387 387
17/09/2015 as above Buy 42,455.39 6,027 6,027
18/09/2015 as above Buy 27,154.98 3,883 3,883
25/09/2015 as above Buy 201,455.76 27,400 27,400
29/09/2015 as above Buy 76,719.00 10,700 10,700
29/09/2015 as above Buy 5,736.00 800 800
29/09/2015 as above Buy 26,529.00 3,700 3,700
29/09/2015 as above Buy 71,700.00 10,000 10,000
29/09/2015 as above Buy 127,626.00 17,800 17,800
29/09/2015 as above Buy 154,155.00 21,500 21,500
29/09/2015 as above Buy 189,288.00 26,400 26,400
29/09/2015 as above Buy 2,868.00 400 400
29/09/2015 as above Buy 15,774.00 2,200 2,200
29/09/2015 as above Buy 1,434.00 200 200
29/09/2015 as above Buy 70,983.00 9,900 9,900
29/09/2015 as above Buy 32,265.00 4,500 4,500
30/09/2015 as above Buy 60,673.00 8,300 8,300
06/10/2015 as above Buy 4,097,594.44 534,934 534,934
Total Number of Securities 3,421,095

Page 5 of 5

Annexure 2

This is page 1 of 5 of Annexure 2 referred to in ASIC Form 604 - Notice of change of interests of Substantial Holder

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Andrew Brown - Company Secretary of Challenger Limited 09/10/2015

09/10/2015
Company Name ACN /
Company No.
Country of
Incorporation
255 FINANCE PTY LTD 168 112 507 AUSTRALIA
ACCURIUM HOLDINGS PTY LTD 158 242 936 AUSTRALIA
ACCURIUM PTY LTD 009 492 219 AUSTRALIA
ALLFINE HOLDINGS PTY LTD 100 231 918 AUSTRALIA
ALPHINITY INVESTMENT MANAGEMENT PTY LTD 140 833 709 AUSTRALIA
APPIA EUROPE LIMITED 6490323 ENGLAND/WALES
APPIA FINANCE 2 LIMITED 6538054 ENGLAND/WALES
APPIA FINANCE LIMITED 6490331 ENGLAND/WALES
APPIA GROUP LIMITED 99865 JERSEY
APPIA INVESTMENTS LIMITED 6490313 ENGLAND/WALES
ARDEA INVESTMENT MANAGEMENT PTY LTD 132 902 722 AUSTRALIA
ARETE INVESTMENT PARTNERS PTY LTD 167 156 961 AUSTRALIA
BENTHAM ASSET MANAGEMENT PTY LTD 140 833 674 AUSTRALIA
BLUEZEN PTY LTD 100 220 175 AUSTRALIA
CDPG AUSTRALIA PTY LIMITED 124 498 095 AUSTRALIA
CDPG LUXEMBOURG HOLDINGS SARL B 127717 LUXEMBOURG
CDPG LUXEMBOURG II SARL B 127580 LUXEMBOURG
CDPG LUXEMBOURG SARL B 127515 LUXEMBOURG
CDPG MALTA LIMITED C 41110 MALTA
CESCADE PTY LIMITED 096 097 399 AUSTRALIA
CFSG HOLDINGS NO 2 (VICTORIA) PTY LIMITED 107 601 605 AUSTRALIA
CHALLENGER DIRECT PTY LTD 006 475 501 AUSTRALIA
CHALLENGER DIVERSIFIED PROPERTY DEVELOPMENT PTY LIMITED 121 624 833 AUSTRALIA
CHALLENGER DPG FRANCE II SAS 495 391 062 FRANCE
CHALLENGER DPG FRANCE SAS 495 390 392 FRANCE
CHALLENGER EMERGING MARKET INFRASTRUCTURE FUND PTE. LTD 200804361D SINGAPORE
CHALLENGER FINANCIAL SERVICES PTY LIMITED 087 464 131 AUSTRALIA
CHALLENGER FM 2 HOLDINGS PTY LIMITED 080 036 657 AUSTRALIA
CHALLENGER FM NOMINEES PTY LIMITED 130 035 353 AUSTRALIA
CHALLENGER FUNDS MANAGEMENT HOLDINGS PTY LIMITED 107 728 030 AUSTRALIA
CHALLENGER GROUP HOLDINGS LIMITED 002 993 302 AUSTRALIA
CHALLENGER GROUP PTY LIMITED 003 374 196 AUSTRALIA
CHALLENGER GROUP SERVICES (UK) LIMITED 04244127 ENGLAND/WALES
CHALLENGER GROUP SERVICES PTY. LTD. 085 657 307 AUSTRALIA
CHALLENGER HOLDING VAGYONKEZELO KFT 01-09-879644 HUNGARY
CHALLENGER HOME LOAN CORPORATION PTY LTD 058 891 302 AUSTRALIA
CHALLENGER INVENTORY FINANCE SERVICING PTY LIMITED 107 706 810 AUSTRALIA
CHALLENGER JERSEY I3 LIMITED 95120 JERSEY
CHALLENGER LBC TERMINALS HOLDING COMPANY LIMITED C41149 MALTA
CHALLENGER LBC TERMINALS LIMITED C41150 MALTA
CHALLENGER LIFE CDI NOMINEES PTY LTD 055 293 644 AUSTRALIA
CHALLENGER LIFE COMPANY HOLDINGS PTY LTD 006 381 193 AUSTRALIA
CHALLENGER LIFE COMPANY LIMITED 072 486 938 AUSTRALIA

Annexure 2

This is page 2 of 5 of Annexure 2 referred to in ASIC Form 604 - Notice of change of interests of Substantial Holder

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Andrew Brown - Company Secretary of Challenger Limited 09/10/2015

09/10/2015
Company Name ACN /
Company No.
Country of
Incorporation
CHALLENGER LIFE DEBT INVESTMENTS (EUROPE) LIMITED 07626067 ENGLAND/WALES
CHALLENGER LIFE FUND PROPERTY INVESTMENTS PTY LTD 161 212 693 AUSTRALIA
CHALLENGER LIFE NOMINEES NO.2 PTY LTD 078 627 013 AUSTRALIA
CHALLENGER LIFE NOMINEES NO.3 PTY LIMITED 151 482 147 AUSTRALIA
CHALLENGER LIFE NOMINEES PTY LTD 091 336 793 AUSTRALIA
CHALLENGER LIFE OFFSHORE INVESTMENTS LIMITED 105145 JERSEY
CHALLENGER LIFE SUBSIDIARY HOLDINGS LTD 099 742 122 AUSTRALIA
CHALLENGER LIMITED 106 842 371 AUSTRALIA
CHALLENGER LUXEMBOURG HOLDING NO.1A SARL B124890 LUXEMBOURG
CHALLENGER LUXEMBOURG HOLDING NO.1B SARL B124891 LUXEMBOURG
CHALLENGER LUXEMBOURG HOLDING NO.2 SARL B124889 LUXEMBOURG
CHALLENGER MANAGED INVESTMENTS (INTERNATIONAL) PTY LIMITED 120 871 212 AUSTRALIA
CHALLENGER MANAGEMENT SERVICES LIMITED 092 382 842 AUSTRALIA
CHALLENGER MARGIN LENDING PTY LIMITED 091 338 822 AUSTRALIA
CHALLENGER MBK EMERGING MARKET INFRASTRUCTURE FUND GP LTD WK-209744 CAYMAN ISLANDS
CHALLENGER MBK FUND MANAGEMENT PTE. LTD 200804360M SINGAPORE
CHALLENGER MORTGAGE MANAGEMENT PTY LTD 087 271 109 AUSTRALIA
CHALLENGER NON-CONFORMING FINANCE PTY LTD 107 725 486 AUSTRALIA
CHALLENGER ORIGINATOR FINANCE PTY LIMITED 095 085 466 AUSTRALIA
CHALLENGER PROPERTY ASSET MANAGEMENT PTY LTD 077 569 021 AUSTRALIA
CHALLENGER RETIREMENT AND INVESTMENT SERVICES LIMITED 115 534 453 AUSTRALIA
CHALLENGER SECURITISATION MANAGEMENT PTY LTD 100 346 898 AUSTRALIA
CHALLENGER SKYBRIDGE (CAPITAL II) INVESTMENT LLP OC338355 ENGLAND/WALES
CHALLENGER SKYBRIDGE (FUND SLP) JERSEY LIMITED 100742 JERSEY
CHALLENGER SKYBRIDGE (GP HOLDINGS) INVESTMENT LLP OC338388 ENGLAND/WALES
CHALLENGER SKYBRIDGE (GROUP) HOLDING COMPANY PTY LTD 130 888 327 AUSTRALIA
CHALLENGER SKYBRIDGE (HASTINGS) HOLDING COMPANY PTY LTD 130 888 274 AUSTRALIA
CHALLENGER SKYBRIDGE (HASTINGS) INVESTMENT LLP OC338387 ENGLAND/WALES
CHALLENGER SKYBRIDGE FUND (LP) JERSEY LIMITED 100741 JERSEY
CHALLENGER SPECIAL SERVICING PTY LIMITED 107 707 415 AUSTRALIA
CHALLENGER SPECIALISED FINANCE NO.2 PTY LTD 168 107 355 AUSTRALIA
CHALLENGER SPECIALISED FINANCE PTY LTD 164 516 401 AUSTRALIA
CHALLENGER TREASURY LIMITED 093 307 996 AUSTRALIA
CHALLENGER UK TANK STORAGE LIMITED 6067787 ENGLAND/WALES
CHALLENGER UK TERMINALS LIMITED 95751 JERSEY
CHALLENGER WELCOME BREAK LIMITED 99827 JERSEY
CHALLENGER WHOLESALE FINANCE HOLDINGS PTY LIMITED 087 284 240 AUSTRALIA
CHALLENGER WIND HOLDINGS PTY LIMITED 151 496 061 AUSTRALIA
CLASHFERN INVESTMENTS (UK) LIMITED 4558112 ENGLAND/WALES
CLS US HOLDINGS, LLC 5302598 UNITED STATES
CPHIC INVESTMENTS PTY LTD 093 340 526 AUSTRALIA
CSPP1 BROADBEACH PTY LTD 122 460 977 AUSTRALIA
CSPP1 INVESTMENT COMPANY 1 PTY LIMITED 120 463 023 AUSTRALIA

Annexure 2

This is page 3 of 5 of Annexure 2 referred to in ASIC Form 604 - Notice of change of interests of Substantial Holder

==> picture [174 x 50] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 09/10/2015

09/10/2015
Company Name ACN /
Company No.
Country of
Incorporation
CSPP1 MAITLAND PTY LTD 122 460 968 AUSTRALIA
CSPP1 MAVIS COURT PTY LTD 122 461 983 AUSTRALIA
DEXION CAPITAL (GUERNSEY) LIMITED 40288 GUERNSEY
DEXION CAPITAL HOLDINGS LIMITED 43315 GUERNSEY
DEXION CAPITAL PLC 04040660 ENGLAND/WALES
EMIF HOLDINGS PTY LTD 130 565 169 AUSTRALIA
FIDANTE LIMITED 06172534 ENGLAND/WALES
FIDANTE PARTNERS (UK & EUROPE) LIMITED 06393787 ENGLAND/WALES
FIDANTE PARTNERS ALPHINITY HOLDINGS PTY LTD 140 716 016 AUSTRALIA
FIDANTE PARTNERS ARDEA HOLDINGS PTY LTD 133 865 853 AUSTRALIA
FIDANTE PARTNERS ARETE HOLDINGS PTY LTD 143 836 373 AUSTRALIA
FIDANTE PARTNERS BENTHAM HOLDINGS PTY LTD 140 715 573 AUSTRALIA
FIDANTE PARTNERS GP US LLC 5651702 UNITED STATES
FIDANTE PARTNERS HOLDINGS PTY LIMITED 123 318 650 AUSTRALIA
FIDANTE PARTNERS INVESTMENT FUNDS PUBLIC LIMITED COMPANY 533320 IRELAND
FIDANTE PARTNERS KAPSTREAM HOLDINGS PTY LIMITED 123 319 460 AUSTRALIA
FIDANTE PARTNERS LIMITED 002 835 592 AUSTRALIA
FIDANTE PARTNERS MERLON HOLDINGS PTY LTD 140 715 662 AUSTRALIA
FIDANTE PARTNERS METISQ HOLDINGS PTY LTD 143 376 961 AUSTRALIA
FIDANTE PARTNERS NOVAPORT HOLDINGS PTY LTD 140 715 797 AUSTRALIA
FIDANTE PARTNERS R&M HOLDINGS PTY LIMITED 152 375 436 AUSTRALIA
FIDANTE PARTNERS SERVICES LIMITED 119 605 373 AUSTRALIA
FIDANTE PARTNERS TEMPO HOLDINGS PTY LTD 167 321 262 AUSTRALIA
FIDANTE PARTNERS US LLC 5651705 UNITED STATES
FIDANTE PARTNERS WAVESTONE HOLDINGS PTY LIMITED 133 626 276 AUSTRALIA
FIDANTE PARTNERS WHITEHELM HOLDINGS PTY LTD 169 043 903 AUSTRALIA
FIDANTE PARTNERS WYETREE LIMITED 09387239 ENGLAND/WALES
GASVALPO FINANCE PTY LIMITED 003 376 529 AUSTRALIA
GASVALPO S.A. 96.960.800-6 CHILE
GREENCAPE CAPITAL PTY LTD 120 328 529 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 LIMITED 000 033 143 AUSTRALIA
KAPSTREAM CAPITAL PTY LIMITED 122 076 117 AUSTRALIA
KUDU INVESTMENT MANAGEMENT LLC 1231609 UNITED STATES
KUDU INVESTMENT PARTNERS I, LP 47-2497501 UNITED STATES
KUDU INVESTMENTS GP LLC 1244682 UNITED STATES
LANV PTY LTD 147 224 502 AUSTRALIA
LBC TANK TERMINALS (JERSEY) LIMITED 97371 JERSEY

Annexure 2

This is page 4 of 5 of Annexure 2 referred to in ASIC Form 604 - Notice of change of interests of Substantial Holder

==> picture [174 x 50] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 09/10/2015

09/10/2015
Company Name ACN /
Company No.
Country of
Incorporation
LEASE COLLATERAL NO.2 PTY LTD 168 112 481 AUSTRALIA
LEASE COLLATERAL PTY LTD 168 112 472 AUSTRALIA
LEASE FUNDING MANAGEMENT PTY LTD 168 112 490 AUSTRALIA
MAITLAND NOMINEE HOLDINGS PTY LIMITED 122 853 114 AUSTRALIA
MAVIS COURT DEVELOPMENT CO PTY LTD 124 112 956 AUSTRALIA
MAWBURY PTY LIMITED 096 097 479 AUSTRALIA
MERLON CAPITAL PARTNERS PTY LTD 140 833 683 AUSTRALIA
METISQ CAPITAL HOLDINGS PTY LTD 158 011 351 AUSTRALIA
METISQ CAPITAL PTY LTD 104 642 613 AUSTRALIA
METISQ CAPITAL SINGAPORE PTE. LTD. 49G SINGAPORE
MIR ASIA PACIFIC EQUITY FEEDER FUND LTD 184062 CAYMAN ISLANDS
MIR ASIA PACIFIC EQUITY MASTER FUND LTD 184007 CAYMAN ISLANDS
MIR GREATER CHINA PTE LTD 200715836D SINGAPORE
MIR LIBRA CAPITAL MANAGEMENT LTD 236748 CAYMAN ISLANDS
MIR LIBRA GREATER CHINA EQUITY FUND LTD WK-237319 CAYMAN ISLANDS
NOVAPORT CAPITAL PTY LTD 140 833 656 AUSTRALIA
OAKLANDS HILL PTY LTD 149 814 559 AUSTRALIA
OAKLANDS HILL WIND FARM PTY LTD 126 595 935 AUSTRALIA
OIKOS LIMITED 2705354 ENGLAND/WALES
OIKOS STORAGE LIMITED 315280 ENGLAND/WALES
RESIDENTIAL REAL ESTATE TOTAL RETURN OPPORTUNITIES FUND LTD. 212456 CAYMAN ISLANDS
RESIDENTIAL REAL ESTATE TOTAL RETURN OPPORTUNITIES MASTER FUND L.P. 27263 CAYMAN ISLANDS
SABRAND LIMITED 126677 CYPRUS
STRUCTURED CREDIT RESEARCH LLP OC328062 ENGLAND/WALES
TALAVERA HERRING PTY LIMITED 086 068 984 AUSTRALIA
TEMPO ASSET MANAGEMENT PTY LTD 167 321 637 AUSTRALIA
THE LIBERTY GROUP CONSORTIUM PTY LTD 082 564 289 AUSTRALIA
TLG SERVICES PTY LIMITED 092 500 608 AUSTRALIA
TLGH PTY LIMITED 092 927 467 AUSTRALIA
TRE DATA CENTRES CANBERRA PTY LTD 141 881 227 AUSTRALIA
US LLC HOLDINGS PTY LTD 130 888 292 AUSTRALIA
US LLC INVESTMENTS LLC 36-4811214 UNITED STATES
WATERFORD COUNTY PTY LIMITED 122 853 089 AUSTRALIA
WAVESTONE CAPITAL PTY LTD 120 179 419 AUSTRALIA
WELCOME BREAK CAYMAN LIMITED FC027450 CAYMAN ISLANDS
WELCOME BREAK GROUP HOLDINGS LIMITED FC027451 CAYMAN ISLANDS
WELCOME BREAK GROUP LIMITED 03147949 ENGLAND/WALES
WELCOME BREAK HOLDINGS (1) LIMITED 04099287 ENGLAND/WALES
WELCOME BREAK HOLDINGS (2) LIMITED 04379574 ENGLAND/WALES
WELCOME BREAK HOLDINGS LIMITED 03290817 CAYMAN ISLANDS
WELCOME BREAK LIMITED 01735476 ENGLAND/WALES
WELCOME BREAK NO.1 LIMITED 08331837 ENGLAND/WALES
WELCOME BREAK NO.2 LIMITED 08331870 ENGLAND/WALES

Annexure 2

This is page 5 of 5 of Annexure 2 referred to in ASIC Form 604 - Notice of change of interests of Substantial Holder

==> picture [174 x 50] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited

Andrew Brown - Company Secretary of Challenger Limited
09/10/2015
Company Name ACN /
Company No.
Country of
Incorporation
WELCOME BREAK NO.3 LIMITED 08331918 ENGLAND/WALES
WELCOME BREAK SERVICES LIMITED 04099292 ENGLAND/WALES
WYETREE FUNDS PLC 520464 IRELAND