AUB GROUP LIMITED — Major Shareholding Notification 2016

Oct 12, 2016

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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

13 October 2016

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 – AUB Group Limited (AUB)

We enclose notice of change of interests of substantial holder in AUB Group Limited. This notice is given by Challenger Limited and each of its subsidiaries named in Annexure 2 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 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

1. Details of substantial holder(1) 11/10/2016 31/07/2015 31/07/2015 106 842 371 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 holder on To Company Name/Scheme AUB Group Limited ACN/ARSN 000 000 715 Name Challenger Limited (and its entities listed in Annexure 2)	AUB Group Limited	AUB Group Limited
	000 000 715
	Challenger Limited (and its entities listed in Annexure 2)
	106 842 371
		11/10/2016 31/07/2015 31/07/2015

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:

Classof securities (4)	Classof securities (4)	Previous notice	Previous notice	Previous notice	Previous notice	Present notice	Present notice	Present notice	Present notice
		Person's votes		Voting power (5)		Person's votes		Voting power (5)
Ordinary Fully Paid		7,386,471		11.86%		6,825,661		10.69%
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)		Refer Annexure 1		Refer Annexure 1		Refer Annexure 1		Refer Annexure 1
Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows: 4. Present relevant interests
Holder of relevant interest	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)	BNP Paribas Nominees Pty Limited		BNP Paribas Nominees Pty Limited		Ordinary fully paid securities purchased and sold on market and acquired via dividend reinvestment plan 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).		1,299,168 (Ordinary Fully Paid)		1,299,168
Challenger Limited (and its entities listed in Annexure 2)	Citicorp Nominees Pty Limited		Citicorp Nominees Pty Limited		As above		1,238,657 (Ordinary Fully Paid)		1,238,657
Challenger Limited (and its entities listed in Annexure 2)	J P Morgan Nominees Australia Limited		J P Morgan Nominees Australia Limited		As above		2,151,677 (Ordinary Fully Paid)		2,151,677
Challenger Limited (and its entities listed in Annexure 2)	National Nominees Limited		National Nominees Limited		As above		491,608 (Ordinary Fully Paid)		491,608
Challenger Limited (and its entities listed in Annexure 2)	HSBC Custody Nominees (Australia) Limited		HSBC Custody Nominees (Australia) Limited		As above		1,644,551 (Ordinary Fully Paid)		1,644,551

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 listed in Level 2, 5 Martin Place, Sydney NSW 2000 Annexure 2) Signature print name Andrew Brown Capacity Company Secretary sign here Date 13/10/2016 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.

This is Annexure 1 which consists of 3 pages and is referred to in Form 604 signed by me and dated 13/10/2016

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Andrew Brown Company Secretary of Challenger Limited

Transactions:

Company Name/Scheme: AUB Group Limited (AUB) As at: 11/10/2016 Class of security: Ordinary Fully Paid

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
30/07/2015	Challenger Limited (and its entities listed in Annexure 2)	Buy	2,056.24	228	228
30/07/2015	as above	Buy	28,724.24	3,185	3,185
30/07/2015	as above	Buy	32,620.28	3,617	3,617
30/07/2015	as above	Buy	42,883.44	4,755	4,755
30/07/2015	as above	Buy	6,565.54	728	728
31/07/2015	as above	Buy	2,235.67	247	247
31/07/2015	as above	Buy	31,335.60	3,462	3,462
31/07/2015	as above	Buy	35,589.71	3,932	3,932
31/07/2015	as above	Buy	46,795.22	5,170	5,170
31/07/2015	as above	Buy	7,159.58	791	791
04/08/2015	as above	Buy	507.83	56	56
04/08/2015	as above	Buy	7,064.28	779	779
04/08/2015	as above	Buy	8,025.53	885	885
04/08/2015	as above	Buy	10,546.55	1,163	1,163
04/08/2015	as above	Buy	1,614.18	178	178
07/08/2015	as above	Buy	93,226.04	10,618	10,618
07/08/2015	as above	Buy	217,524.50	24,775	24,775
07/08/2015	as above	Buy	131,700.00	15,000	15,000
07/08/2015	as above	Buy	381,780.74	43,483	43,483
07/08/2015	as above	Buy	51,055.70	5,815	5,815
07/08/2015	as above	Buy	11,097.92	1,264	1,264
07/08/2015	as above	Buy	5,180.20	590	590
07/08/2015	as above	Buy	4,442.68	506	506
07/08/2015	as above	Buy	157,592.22	17,949	17,949
10/08/2015	as above	Sell	2,623.95	300 -	300
21/08/2015	as above	Buy	9,165.62	1,167	1,167
24/08/2015	as above	Buy	55,780.92	7,398	7,398
24/08/2015	as above	Buy	6,770.92	898	898
24/08/2015	as above	Buy	13,187.46	1,749	1,749
24/08/2015	as above	Buy	24,233.56	3,214	3,214
24/08/2015	as above	Buy	1,244.10	165	165
24/08/2015	as above	Buy	33,862.14	4,491	4,491
24/08/2015	as above	Buy	1,070.68	142	142
24/08/2015	as above	Buy	3,031.08	402	402
24/08/2015	as above	Buy	98,193.42	13,023	13,023
27/08/2015	as above	Buy	5,304.95	659	659
31/08/2015	as above	Buy	35,295.00	3,900	3,900
04/09/2015	as above	Buy	90,034.74	10,728	10,728
04/09/2015	as above	Sell	7,482.24	900 -	900
07/09/2015	as above	Buy	54,174.38	6,529	6,529
08/09/2015	as above	Buy	88,118.59	10,619	10,619
14/09/2015	as above	Buy	101,563.15	12,165	12,165
14/09/2015	as above	Buy	34,872.94	4,177	4,177
14/09/2015	as above	Buy	28,269.04	3,386	3,386
14/09/2015	as above	Buy	79,213.41	9,488	9,488
16/09/2015	as above	Buy	14,679.00	1,755	1,755
16/09/2015	as above	Buy	5,043.55	603	603
16/09/2015	as above	Buy	4,090.04	489	489
16/09/2015	as above	Buy	11,450.45	1,369	1,369
17/09/2015	as above	Buy	21,890.00	2,635	2,635
17/09/2015	as above	Buy	7,509.89	904	904
17/09/2015	as above	Buy	6,089.32	733	733
17/09/2015	as above	Buy	17,063.40	2,054	2,054

Page 1 of 3

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
18/09/2015	as above	Buy	170,928.92	20,472	20,472
18/09/2015	as above	Buy	58,687.93	7,029	7,029
18/09/2015	as above	Buy	47,583.23	5,699	5,699
18/09/2015	as above	Buy	133,306.52	15,966	15,966
21/09/2015	as above	Buy	38,510.20	4,612	4,612
21/09/2015	as above	Buy	13,218.05	1,583	1,583
21/09/2015	as above	Buy	10,721.40	1,284	1,284
21/09/2015	as above	Buy	30,034.95	3,597	3,597
30/09/2015	as above	Buy	38,896.00	4,400	4,400
02/11/2015	as above	Buy	21,544.22	2,496	2,496
11/11/2015	as above	Sell	1,888.09	212 -	212
12/11/2015	as above	Sell	888.89	102 -	102
13/11/2015	as above	Sell	3,946.57	467 -	467
16/11/2015	as above	Sell	3,456.85	417 -	417
17/11/2015	as above	Sell	1,987.13	234 -	234
18/11/2015	as above	Sell	5,227.62	605 -	605
19/11/2015	as above	Sell	826.43	95 -	95
20/11/2015	as above	Sell	10,485.95	1,248 -	1,248
23/11/2015	as above	Sell	7,273.38	861 -	861
24/11/2015	as above	Sell	9,789.34	1,148 -	1,148
25/11/2015	as above	Sell	9,441.65	1,092 -	1,092
26/11/2015	as above	Sell	411.23	47 -	47
27/11/2015	as above	Sell	74,501.65	8,466 -	8,466
30/11/2015	as above	Sell	34,414.67	3,862 -	3,862
02/12/2015	as above	Sell	2,474.23	281 -	281
07/12/2015	as above	Sell	3,457.71	392 -	392
08/12/2015	as above	Sell	2,662.25	297 -	297
10/12/2015	as above	Sell	8,876.26	1,004 -	1,004
15/12/2015	as above	Sell	27,744.33	3,264 -	3,264
17/12/2015	as above	Buy	35,315.50	3,939	3,939
17/12/2015	as above	Buy	10,776.65	1,202	1,202
17/12/2015	as above	Buy	116,194.18	12,960	12,960
18/12/2015	as above	Buy	8,960.01	1,008	1,008
18/12/2015	as above	Buy	2,737.78	308	308
18/12/2015	as above	Buy	29,484.48	3,317	3,317
21/12/2015	as above	Buy	70,330.17	8,109	8,109
21/12/2015	as above	Buy	21,465.92	2,475	2,475
21/12/2015	as above	Buy	231,415.65	26,682	26,682
21/12/2015	as above	Sell	31,951.29	3,677 -	3,677
22/12/2015	as above	Sell	151,042.50	17,262 -	17,262
18/01/2016	as above	Buy	26,230.50	2,900	2,900
18/01/2016	as above	Sell	26,230.50	2,900 -	2,900
29/01/2016	as above	Buy	2,574.00	300	300
29/01/2016	as above	Sell	2,574.00	300 -	300
05/02/2016	as above	Buy	11,444.81	1,300	1,300
05/02/2016	as above	Buy	1,069,640.00	121,550	121,550
05/02/2016	as above	Buy	337,418.40	38,343	38,343
05/02/2016	as above	Buy	176,941.60	20,107	20,107
05/02/2016	as above	Sell	26,045.66	2,963 -	2,963
05/02/2016	as above	Sell	85,509.60	9,717 -	9,717
10/02/2016	as above	Buy	10,380.00	1,200	1,200
15/02/2016	as above	Buy	60,338.61	7,165	7,165
15/02/2016	as above	Buy	21,070.09	2,502	2,502
15/02/2016	as above	Buy	8,101.29	962	962
15/02/2016	as above	Buy	875.82	104	104
15/02/2016	as above	Buy	1,869.53	222	222
15/02/2016	as above	Buy	875.82	104	104
15/02/2016	as above	Buy	34,409.43	4,086	4,086
15/02/2016	as above	Buy	14,956.23	1,776	1,776
23/02/2016	as above	Buy	122,608.05	13,548	13,548
08/03/2016	as above	Sell	112,549.81	13,133 -	13,133
10/03/2016	as above	Sell	50,178.81	5,830 -	5,830
21/03/2016	as above	Sell	3,346.15	403 -	403
22/03/2016	as above	Sell	1,059.08	129 -	129
30/03/2016	as above	Sell	24,675.40	3,065 -	3,065
31/03/2016	as above	Buy	4,477.20	546	546
01/04/2016	as above	Buy	13,543.68	1,600	1,600
29/04/2016	as above	Buy	32,608.46	3,906	3,906
29/04/2016	as above	Buy	3,554.74	425	425
29/04/2016	as above	Buy	3,338.03	399	399
29/04/2016	as above	Buy	6,758.14	809	809
29/04/2016	as above	Buy	30,215.39	3,619	3,619
29/04/2016	as above	Buy	226,531.95	27,139	27,139

Page 2 of 3

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
29/04/2016	as above	Buy	77,440.69	9,277	9,277
29/04/2016	as above	Buy	140,820.55	16,871	16,871
29/04/2016	as above	Buy	55,713.22	6,674	6,674
24/05/2016	as above	Sell	135,359.28	14,056 -	14,056
24/05/2016	as above	Sell	59,744.52	6,204 -	6,204
24/05/2016	as above	Sell	1,070,750.07	111,190 -	111,190
24/05/2016	as above	Sell	27,069.93	2,811 -	2,811
24/05/2016	as above	Sell	473,295.24	49,148 -	49,148
24/05/2016	as above	Sell	27,069.93	2,811 -	2,811
24/05/2016	as above	Sell	1,872,649.80	194,460 -	194,460
24/05/2016	as above	Sell	656,265.24	68,148 -	68,148
24/05/2016	as above	Sell	252,045.99	26,173 -	26,173
31/05/2016	as above	Buy	6,755.00	700	700
07/06/2016	as above	Buy	42,548.00	4,400	4,400
21/06/2016	as above	Sell	18,025.00	1,750 -	1,750
21/06/2016	as above	Sell	429,963.20	41,744 -	41,744
21/06/2016	as above	Sell	18,025.00	1,750 -	1,750
21/06/2016	as above	Sell	1,226,812.40	119,108 -	119,108
21/06/2016	as above	Sell	312,790.40	30,368 -	30,368
21/06/2016	as above	Sell	39,665.30	3,851 -	3,851
21/06/2016	as above	Sell	165,860.90	16,103 -	16,103
21/06/2016	as above	Sell	177,572.00	17,240 -	17,240
21/06/2016	as above	Sell	701,285.80	68,086 -	68,086
20/07/2016	as above	Buy	26,822.86	2,722	2,722
30/08/2016	as above	Buy	65,655.52	6,200	6,200
21/09/2016	as above	Sell	4,464.00	372 -	372
07/10/2016	as above	Sell	10,156.50	915 -	915
07/10/2016	as above	Sell	707,658.30	63,753 -	63,753
07/10/2016	as above	Sell	178,576.80	16,088 -	16,088
07/10/2016	as above	Sell	129,337.20	11,652 -	11,652
07/10/2016	as above	Sell	24,619.80	2,218 -	2,218
07/10/2016	as above	Sell	251,248.50	22,635 -	22,635
07/10/2016	as above	Sell	10,156.50	915 -	915
07/10/2016	as above	Sell	96,126.00	8,660 -	8,660
07/10/2016	as above	Sell	405,594.00	36,540 -	36,540
11/10/2016	as above	Sell	13,563.00	1,233 -	1,233
11/10/2016	as above	Sell	944,317.00	85,847 -	85,847
11/10/2016	as above	Sell	238,293.00	21,663 -	21,663
11/10/2016	as above	Sell	172,601.00	15,691 -	15,691
11/10/2016	as above	Sell	32,846.00	2,986 -	2,986
11/10/2016	as above	Sell	335,291.00	30,481 -	30,481
11/10/2016	as above	Sell	13,563.00	1,233 -	1,233
11/10/2016	as above	Sell	128,271.00	11,661 -	11,661
11/10/2016	as above	Sell	541,255.00	49,205 -	49,205

Difference in the number of securities since last disclosure - 560,810

Page 3 of 3

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 13/10/2016

13/10/2016
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
AGRICULTURAL ASSET MANAGEMENT LIMITED	08953424	ENGLAND/WALES
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 EMERGING MARKET INFRASTRUCTURE FUND, L.P.		CAYMAN ISLANDS
CHALLENGER FINANCIAL SERVICES PTY LIMITED	087 464 131	AUSTRALIA
CHALLENGER FM 2 HOLDINGS PTY LIMITED	080 036 657	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 INVESTMENT SOLUTIONS MANAGEMENT PTY LTD	130 035 353	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

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 13/10/2016

13/10/2016
Company Name	ACN / Company No.	Country of Incorporation
CHALLENGER LIFE COMPANY HOLDINGS PTY LTD	006 381 193	AUSTRALIA
CHALLENGER LIFE COMPANY LIMITED	072 486 938	AUSTRALIA
CHALLENGER LIFE DEBT INVESTMENTS (EUROPE) LIMITED	07626067	ENGLAND/WALES
CHALLENGER LIFE FUND PROPERTY INVESTMENTS PTY LTD	161 212 693	AUSTRALIA
CHALLENGER LIFE INVESTMENTS UK LIMITED	6067787	ENGLAND/WALES
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 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

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

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Andrew Brown - Company Secretary of Challenger Limited
13/10/2016
Company Name	ACN / Company No.	Country of Incorporation
CSPP1 BROADBEACH PTY LTD	122 460 977	AUSTRALIA
CSPP1 INVESTMENT COMPANY 1 PTY LIMITED	120 463 023	AUSTRALIA
CSPP1 MAITLAND PTY LTD	122 460 968	AUSTRALIA
CSPP1 MAVIS COURT PTY LTD	122 461 983	AUSTRALIA
FIDANTE PARTNERS HOLDINGS EUROPE LIMITED	06172534	ENGLAND/WALES
FIDANTE PARTNERS (GUERNSEY) LIMITED	40288	GUERNSEY
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 ASSET MANAGEMENT (EUROPE) LIMITED	06393787	ENGLAND/WALES
FIDANTE PARTNERS BENTHAM HOLDINGS PTY LTD	140 715 573	AUSTRALIA
FIDANTE PARTNERS EUROPE LIMITED	04040660	ENGLAND/WALES
FIDANTE PARTNERS GP US LLC	5651702	UNITED STATES
FIDANTE PARTNERS HOLDINGS (GUERNSEY) LIMITED	43315	GUERNSEY
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 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 PTY LTD	000 033 143	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
LEASE COLLATERAL NO.2 PTY LTD	168 112 481	AUSTRALIA

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

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Andrew Brown - Company Secretary of Challenger Limited 13/10/2016

13/10/2016
Company Name	ACN / Company No.	Country of Incorporation
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
METISQ LIBRA GREATER CHINA EQUITY FUND LTD.	WK-237319	CAYMAN ISLANDS
MIR GREATER CHINA PTE LTD	200715836D	SINGAPORE
MIR LIBRA CAPITAL MANAGEMENT LTD	236748	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
OFFSHORE REINSURER (BERMUDA) COMPANY LIMITED	51746	BERMUDA
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
RESONANCE ASSET MANAGEMENT LIMITED	09028327	ENGLAND/WALES
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
WATER VENTURES LIMITED	09592184	ENGLAND/WALES
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
13/10/2016
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