AUB GROUP LIMITED — Major Shareholding Notification 2018

Oct 11, 2018

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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

12 October 2018

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 attach a notice of change of interests of substantial holder in AUB Group Limited. This notice is given by Challenger Limited and each of its associated entities named in Annexure 2 to this notice.

Yours faithfully

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Andrew Brown Company Secretary

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 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

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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	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	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	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) To Company Name/Scheme ACN/ARSN Name 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 substa 2. Previous and present voting power The total number of votes attached to all the votin now required, to give a substantial holding notice t		ntial hold g shares o the co	AUB Group Limited
			000 000 715
			Challenger Limited(and its enti			ties listed in Annexure 2)
			106 842 371
			er on in the company or voting interests in the sch mpany or scheme, are as follows:			10/10/2018 12/03/2018 12/03/2018 s follows: Person's votes Voting power (5) 6,044,775 9.47% eme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when Present notice an associate in voting securities of the company or scheme, since the substantial holder was last required to Consideration given in relation to change (7) Class and number of securities affected Person's votes affected Nature of relevant interest (6) Class and number of securities Person's votes Refer Annexure 1 Refer Annexure 1 Refer Annexure 1 Ordinary Fully Paid securities purchased and sold on market and sold via off market transfer 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). 1,194,254 (Ordinary Fully Paid) 1,194,254 As above 1,353,647 (Ordinary Fully Paid) 1,353,647 As above 1,411,357 (Ordinary Fully Paid) 1,411,357 As above 472,065 (Ordinary Fully Paid) 472,065 As above 198,313 (Ordinary Fully Paid) 198,313 As above 1,415,139 (Ordinary Fully Paid) 1,415,139
Classof securities (4)			Previous notice				Present notice
		Person'	s votes		Voting power (5)		Person's votes		Voting power (5)
Ordinary Fully Paid		7,551,	802		11.83%		6,044,775		9.47%
3. Changes in relevant interests Particulars of each change in, or change in the na give a substantial holding notice to the company o		ture of, a r schem	relevant interest of the substantial holder or e are as follows:
Date of change	Person whose rele interest changed		vant	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 Limite its entities listed i Annexure 2)		d (and n	Refer Annexure 1		Refer Annexure 1		Refer Annexure 1		Refer Annexure 1
Particulars of each relevant interest of the substantial hold 4. Present relevant interests			er in voting securities after the change are a
Holder of relevant interest	Registered holder securities		of	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 No Pty Limited		minees	BNP Paribas Nominees Pty Limited		Ordinary Fully Paid securities purchased and sold on market and sold via off market transfer 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).		1,194,254 (Ordinary Fully Paid)		1,194,254
Challenger Limited (and its entities listed in Annexure 2)	Citicorp Nomine Limited		es Pty	Citicorp Nominees Pty Limited		As above		1,353,647 (Ordinary Fully Paid)		1,353,647
Challenger Limited (and its entities listed in Annexure 2)	J P Morgan Nom Australia Lim		inees ited	J P Morgan Nominees Australia Limited		As above		1,411,357 (Ordinary Fully Paid)		1,411,357
Challenger Limited (and its entities listed in Annexure 2)	National Nomi Limited		nees	National Nominees Limited		As above		472,065 (Ordinary Fully Paid)		472,065
Challenger Limited (and its entities listed in Annexure 2)	Royal Bank Of C Sydney		anada,	Royal Bank Of Canada, Sydney		As above		198,313 (Ordinary Fully Paid)		198,313
Challenger Limited (and its entities listed in Annexure 2)	HSBC Custody No (Australia) Lim		minees ited	HSBC Custody Nominees (Australia) Limited		As above		1,415,139 (Ordinary Fully Paid)		1,415,139

5. Changes in association

The persons who have become associates (2) of, ceased to	be associates of, or have changed the nature of	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:	their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:	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	12/10/2018
			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 3 Pages and is referred to in Form 604 signed by me and dated 12/10/2018

[Insert Signature Here]

Andrew Brown Company Secretary of Challenger Limited

Transactions: Company Name/Scheme: AUB Group Limited (AUB) As at: 10/10/2018 Class of security: Ordinary Fully Paid

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
15/03/2018	Challenger Limited (and its entities listed in Annexure 2)	Buy	44,622.78	3,384	3,384
27/03/2018	as above	Buy	158,952.50	11,907	11,907
29/03/2018	as above	Sell	8,274.40	-584	584
29/03/2018	as above	Sell	25,970.86	-1,833	1,833
29/03/2018	as above	Sell	13,049.19	-921	921
29/03/2018	as above	Sell	13,502.58	-953	953
29/03/2018	as above	Sell	13,941.80	-984	984
29/03/2018	as above	Sell	12,255.75	-865	865
29/03/2018	as above	Sell	3,074.56	-217	217
29/03/2018	as above	Sell	39,841.82	-2,812	2,812
29/03/2018	as above	Sell	11,774.02	-831	831
05/04/2018	as above	Sell	7,794.78	-582	582
05/04/2018	as above	Buy	368,550.00	27,000	27,000
05/04/2018	as above	Sell	10,904.30	-811	811
06/04/2018	as above	Buy	116,800.60	8,782	8,782
06/04/2018	as above	Buy	58,400.30	4,391	4,391
06/04/2018	as above	Buy	753,325.30	56,641	56,641
06/04/2018	as above	Buy	29,193.50	2,195	2,195
06/04/2018	as above	Buy	322,352.10	24,237	24,237
06/04/2018	as above	Buy	1,238,030.50	93,085	93,085
06/04/2018	as above	Buy	21,027.30	1,581	1,581
06/04/2018	as above	Buy	2,101,120.70	157,979	157,979
06/04/2018	as above	Buy	679,749.70	51,109	51,109
06/04/2018	as above	Sell	81,675.30	-6,141	6,141
06/04/2018	as above	Sell	59,919.30	-4,500	4,500
18/04/2018	as above	Buy	149,999.08	10,997	10,997
18/04/2018	as above	Buy	4,528.48	332	332
18/04/2018	as above	Buy	36,500.64	2,676	2,676
18/04/2018	as above	Buy	16,408.92	1,203	1,203
18/04/2018	as above	Buy	50,604.40	3,710	3,710
18/04/2018	as above	Buy	15,222.24	1,116	1,116
18/04/2018	as above	Buy	56,455.96	4,139	4,139
18/04/2018	as above	Buy	1,034,280.28	75,827	75,827
23/04/2018	as above	Sell	28.72	-2	2
23/04/2018	as above	Sell	287.21	-20	20
23/04/2018	as above	Sell	157.97	-11	11
23/04/2018	as above	Sell	459.54	-32	32
23/04/2018	as above	Sell	143.61	-10	10
23/04/2018	as above	Sell	100.52	-7	7
23/04/2018	as above	Sell	143.61	-10	10
23/04/2018	as above	Sell	157.97	-11	11
23/04/2018	as above	Sell	186.69	-13	13
24/04/2018	as above	Sell	127.9	-9	9
24/04/2018	as above	Sell	1,236.40	-87	87
24/04/2018	as above	Sell	667.94	-47	47
24/04/2018	as above	Sell	1,904.34	-134	134
24/04/2018	as above	Sell	625.31	-44	44
24/04/2018	as above	Sell	397.92	-28	28
24/04/2018	as above	Sell	582.67	-41	41
24/04/2018	as above	Sell	667.94	-47	47
24/04/2018	as above	Sell	781.63	-55	55

Page 1 of 3

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
24/04/2018	as above	Sell	2,223.45	-157	157
24/04/2018	as above	Sell	21,455.58	-1,515	1,515
24/04/2018	as above	Sell	11,641.25	-822	822
24/04/2018	as above	Sell	33,068.50	-2,335	2,335
24/04/2018	as above	Sell	10,834.01	-765	765
24/04/2018	as above	Sell	7,038.56	-497	497
24/04/2018	as above	Sell	10,182.55	-719	719
24/04/2018	as above	Sell	11,697.89	-826	826
24/04/2018	as above	Sell	13,510.64	-954	954
24/04/2018	as above	Sell	12,810.00	-915	915
24/04/2018	as above	Sell	123,410.00	-8,815	8,815
24/04/2018	as above	Sell	67,004.00	-4,786	4,786
24/04/2018	as above	Sell	190,372.00	-13,598	13,598
24/04/2018	as above	Sell	62,342.00	-4,453	4,453
24/04/2018	as above	Sell	40,502.00	-2,893	2,893
24/04/2018	as above	Sell	58,562.00	-4,183	4,183
24/04/2018	as above	Sell	67,298.00	-4,807	4,807
24/04/2018	as above	Sell	77,700.00	-5,550	5,550
26/04/2018	as above	Sell	268.87	-19	19
26/04/2018	as above	Sell	2,646.20	-187	187
26/04/2018	as above	Sell	1,443.38	-102	102
26/04/2018	as above	Sell	4,089.58	-289	289
26/04/2018	as above	Sell	1,344.33	-95	95
26/04/2018	as above	Sell	877.35	-62	62
26/04/2018	as above	Sell	1,259.42	-89	89
26/04/2018	as above	Sell	1,443.38	-102	102
26/04/2018	as above	Sell	1,669.79	-118	118
30/04/2018	as above	Buy	520,884.00	37,100	37,100
30/04/2018	as above	Sell	520,884.00	-37,100	37,100
30/04/2018	as above	Sell	42.45	-3	3
30/04/2018	as above	Sell	466.95	-33	33
30/04/2018	as above	Sell	254.7	-18	18
30/04/2018	as above	Sell	707.5	-50	50
30/04/2018	as above	Sell	240.55	-17	17
30/04/2018	as above	Sell	155.65	-11	11
30/04/2018	as above	Sell	226.4	-16	16
30/04/2018	as above	Sell	254.7	-18	18
30/04/2018	as above	Sell	297.15	-21	21
09/05/2018	as above	Sell	140,368.00	-10,000	10,000
10/05/2018	as above	Sell	77,839.85	-5,500	5,500
11/05/2018	as above	Sell	63,825.30	-4,500	4,500
24/05/2018	as above	Buy	423,384.00	30,000	30,000
29/06/2018	as above	Buy	40.5	3	3
29/06/2018	as above	Buy	162	12	12
29/06/2018	as above	Buy	229.5	17	17
29/06/2018	as above	Buy	594	44	44
29/06/2018	as above	Buy	202.5	15	15
29/06/2018	as above	Buy	175.5	13	13
29/06/2018	as above	Buy	189	14	14
29/06/2018	as above	Buy	297	22	22
29/06/2018	as above	Buy	499.5	37	37
02/07/2018	as above	Buy	4,035.06	299	299
02/07/2018	as above	Buy	17,786.67	1,318	1,318
02/07/2018	as above	Buy	25,708.36	1,905	1,905
02/07/2018	as above	Buy	69,257.37	5,132	5,132
02/07/2018	as above	Buy	22,671.94	1,680	1,680
02/07/2018	as above	Buy	20,620.67	1,528	1,528
02/07/2018	as above	Buy	21,281.93	1,577	1,577
02/07/2018	as above	Buy	33,387.12	2,474	2,474
02/07/2018	as above	Buy	56,652.85	4,198	4,198
03/07/2018	as above	Buy	1,103.03	82	82
03/07/2018	as above	Buy	4,896.38	364	364
03/07/2018	as above	Buy	7,075.54	526	526
03/07/2018	as above	Buy	19,047.47	1,416	1,416
03/07/2018	as above	Buy	6,228.09	463	463
03/07/2018	as above	Buy	5,663.12	421	421
03/07/2018	as above	Buy	5,851.45	435	435
03/07/2018	as above	Buy	9,173.99	682	682
03/07/2018	as above	Buy	15,576.95	1,158	1,158
05/07/2018	as above	Buy	172.89	13	13
05/07/2018	as above	Buy	744.77	56	56
05/07/2018	as above	Buy	1,077.26	81	81

Page 2 of 3

	Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
	05/07/2018	as above	Buy	2,859.39	215	215
	05/07/2018	as above	Buy	944.26	71	71
	05/07/2018	as above	Buy	864.47	65	65
	05/07/2018	as above	Buy	891.07	67	67
	05/07/2018	as above	Buy	1,396.45	105	105
	05/07/2018	as above	Buy	2,354.01	177	177
	19/07/2018	as above	Sell - Transfer	5,098,918.00	-384,824	384,824
	25/07/2018	as above	Buy	11,692.80	896	896
	25/07/2018	as above	Buy	246,879.90	18,918	18,918
	27/07/2018	as above	Buy	35,087.00	2,699	2,699
	27/07/2018	as above	Buy	618,462.00	47,574	47,574
	27/07/2018	as above	Buy	294,944.00	22,688	22,688
	27/07/2018	as above	Buy	1,201,837.00	92,449	92,449
	27/07/2018	as above	Buy	1,912,547.00	147,119	147,119
	27/07/2018	as above	Buy	682,123.00	52,471	52,471
	15/08/2018	as above	Sell	127,778.00	-9,127	9,127
	15/08/2018	as above	Sell	1,225,504.00	-87,536	87,536
	15/08/2018	as above	Sell	669,928.00	-47,852	47,852
	15/08/2018	as above	Sell	1,902,516.00	-135,894	135,894
	15/08/2018	as above	Sell	622,888.00	-44,492	44,492
	15/08/2018	as above	Sell	406,420.00	-29,030	29,030
	15/08/2018	as above	Sell	585,312.00	-41,808	41,808
	15/08/2018	as above	Sell	675,024.00	-48,216	48,216
	15/08/2018	as above	Sell	784,630.00	-56,045	56,045
	16/08/2018	as above	Sell	127,792.00	-9,128	9,128
	16/08/2018	as above	Sell	1,225,504.00	-87,536	87,536
	16/08/2018	as above	Sell	669,928.00	-47,852	47,852
	16/08/2018	as above	Sell	1,902,502.00	-135,893	135,893
	16/08/2018	as above	Sell	622,888.00	-44,492	44,492
	16/08/2018	as above	Sell	406,420.00	-29,030	29,030
	16/08/2018	as above	Sell	585,312.00	-41,808	41,808
	16/08/2018	as above	Sell	675,024.00	-48,216	48,216
	16/08/2018	as above	Sell	784,630.00	-56,045	56,045
	21/09/2018	as above	Buy	36,201.06	2,700	2,700
	27/09/2018	as above	Buy	13,559.05	1,010	1,010
	28/09/2018	as above	Buy	8,970.64	664	664
	10/10/2018	as above	Buy	315,508.50	23,371	23,371
	10/10/2018	as above	Buy	28,309.50	2,097	2,097
	10/10/2018	as above	Buy	118,651.50	8,789	8,789
	10/10/2018	as above	Buy	2,054,835.00	152,210	152,210
	10/10/2018	as above	Buy	20,223.00	1,498	1,498
	10/10/2018	as above	Sell	346,936.50	-25,699	25,699
	10/10/2018	as above	Buy	41,796.00	3,096	3,096
	10/10/2018	as above	Sell	3,327,520.50	-246,483	246,483
	10/10/2018	as above	Buy	666,063.00	49,338	49,338
	10/10/2018	as above	Sell	1,819,017.00	-134,742	134,742
	10/10/2018	as above	Buy	48,546.00	3,596	3,596
	10/10/2018	as above	Sell	5,165,707.50	-382,645	382,645
	10/10/2018	as above	Buy	1,293,030.00	95,780	95,780
	10/10/2018	as above	Sell	1,691,293.50	-125,281	125,281
	10/10/2018	as above	Buy	813,037.50	60,225	60,225
	10/10/2018	as above	Sell	1,103,530.50	-81,743	81,743
	10/10/2018	as above	Sell	1,589,220.00	-117,720	117,720
	10/10/2018	as above	Sell	1,832,814.00	-135,764	135,764
	10/10/2018	as above	Sell	2,130,408.00	-157,808	157,808
	Total Number of Securities				-1,507,027

Page 3 of 3

Annexure 2

This is page 1 of 4 of Annexure 2 referred to in ASIC Form 604 - Notice of change of interests of Substantial Holder

==> picture [108 x 25] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 12/10/2018

Andrew Brown - Company Secretary of Challenger Limited 12/10/2018
Company Name	ACN / Company No.	Country of Incorporation
255 FINANCE GROUP PTY LTD	628 853 056	AUSTRALIA
255 FINANCE INVESTMENTS PTY LTD	164 516 401	AUSTRALIA
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
AVENIR CAPITAL PTY LTD	150 790 355	AUSTRALIA
BENTHAM ASSET MANAGEMENT PTY LTD	140 833 674	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
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.	200804361D	SINGAPORE
LTD 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 PARTNERS LIMITED	092 382 842	AUSTRALIA
CHALLENGER INVESTMENT SOLUTIONS MANAGEMENT PTY LTD	130 035 353	AUSTRALIA
CHALLENGER JAPAN HOLDINGS KABUSHIKI KAISHA	0100-01-182399	JAPAN
CHALLENGER JAPAN HOLDINGS PTY LIMITED	617 208 205	AUSTRALIA
CHALLENGER JAPAN KABUSHIKI KAISHA	0100-01-182920
CHALLENGER KABUSHIKI KAISHA	0100-01-182872

Annexure 2

This is page 2 of 4 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 12/10/2018

Andrew Brown - Company Secretary of Challenger Limited 12/10/2018
Company Name	ACN / Company No.	Country of Incorporation
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
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 PTY LIMITED	099 742 122	AUSTRALIA
CHALLENGER LIMITED	106 842 371	AUSTRALIA
CHALLENGER MANAGED INVESTMENTS (INTERNATIONAL) PTY LIMITED	120 871 212	AUSTRALIA
CHALLENGER MANAGEMENT SERVICES (UK) LIMITED	06393787	ENGLAND/WALES
CHALLENGER MARGIN LENDING PTY LTD	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 LTD	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 (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 SPECIAL SERVICING PTY LTD	107 707 415	AUSTRALIA
CHALLENGER SPECIALISED FINANCE NO.2 PTY LTD	168 107 355	AUSTRALIA
CHALLENGER TREASURY LIMITED	093 307 996	AUSTRALIA
CHALLENGER UK TERMINALS LIMITED	95751	JERSEY
CHALLENGER WHOLESALE FINANCE HOLDINGS PTY LIMITED	087 284 240	AUSTRALIA
CHALLENGER WIND HOLDINGS PTY LIMITED	151 496 061	AUSTRALIA
CLS US HOLDINGS, LLC	5302598	UNITED STATES
CPHIC INVESTMENTS PTY LTD	093 340 526	AUSTRALIA
CSPP1 MAITLAND PTY LTD	122 460 968	AUSTRALIA
CSPP1 MAVIS COURT PTY LTD	122 461 983	AUSTRALIA
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

Annexure 2

This is page 3 of 4 of Annexure 2 referred to in ASIC Form 604 - Notice of change of interests of Substantial Holder

==> picture [108 x 28] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 12/10/2018

ACN / Country of Company Name Company No. Incorporation FIDANTE PARTNERS ARETE HOLDINGS PTY LTD 143 836 373 AUSTRALIA FIDANTE PARTNERS AVENIR CAPITAL HOLDINGS PTY LTD 616 504 502 AUSTRALIA FIDANTE PARTNERS BENTHAM HOLDINGS PTY LTD 140 715 573 AUSTRALIA FIDANTE PARTNERS EUROPE LIMITED 04040660 ENGLAND/WALES FIDANTE PARTNERS FME HOLDINGS LIMITED 11410594 UNITED KINGDOM FIDANTE PARTNERS GP US LLC 5651702 UNITED STATES FIDANTE PARTNERS HOLDINGS (GUERNSEY) LIMITED 43315 GUERNSEY FIDANTE PARTNERS HOLDINGS EUROPE LIMITED 06172534 ENGLAND/WALES 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 LATIGO HOLDINGS LLC 5651705 UNITED STATES FIDANTE PARTNERS LENNOX HOLDINGS PTY LIMITED 616 975 565 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 USA LLC 81-4925448 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 LEASE COLLATERAL PTY LTD 168 112 472 AUSTRALIA LEASE FUNDING MANAGEMENT PTY LTD 168 112 490 AUSTRALIA LENNOX CAPITAL PARTNERS PTY LIMITED 617 001 966 AUSTRALIA MAITLAND NOMINEE HOLDINGS PTY LIMITED 122 853 114 AUSTRALIA

Annexure 2

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

==> picture [108 x 30] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited

12/10/2018

Andrew Brown - Company Secretary of Challenger Limited 12/10/2018
Company Name	ACN / Company No.	Country of Incorporation
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.	200604549G	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 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 LIMITED	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
WELCOME BREAK NO.3 LIMITED	08331918	ENGLAND/WALES
WELCOME BREAK SERVICES LIMITED	04099292	ENGLAND/WALES
WYETREE FUNDS PLC	520464	IRELAND