BAPCOR LIMITED — Major Shareholding Notification 2019

Nov 5, 2019

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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

6 November 2019

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

By electronic lodgement

Dear Sir/Madam

Re: Notice of initial substantial holder – Bapcor Limited (BAP)

We attach a notice of initial substantial holder in Bapcor 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 6, 215 Adelaide Street, Brisbane QLD 4000 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 603

Corporations Act 2001 Section 671B Notice of initial substantial holder

To CompanyName/Scheme	Bapcor Limited
ACN/ARSN	153 199 912
1. Details of substantial holder (1)
Name	Challenger Limited(and its entities listed in Annexure 2)
ACN/ARSN (if applicable)	106 842 371
The holder became a substantial holder on	04/11/2019

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary Fully Paid	Same as persons votes	14,761,008	5.19%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Person entitled to be registered as holder (8)	Class and number of securities
Challenger Limited (and its entities listed in Annexure 2)	BNP Paribas Nominees Pty Limited	BNP Paribas Nominees Pty Limited		3,585,875 (Ordinary Fully Paid)
Challenger Limited (and its entities listed in Annexure 2)	Citicorp Nominees Pty Limited	Citicorp Nominees Pty Limited		3,132,051 (Ordinary Fully Paid)
Challenger Limited (and its entities listed in Annexure 2)	J P Morgan Nominees Australia Limited	J P Morgan Nominees Australia Limited		409,144 (Ordinary Fully Paid)
Challenger Limited (and its entities listed in Annexure 2)	National Nominees Limited	National Nominees Limited		2,366,500 (Ordinary Fully Paid)
Challenger Limited (and its entities listed in Annexure 2)	HSBC Custody Nominees (Australia) Limited	HSBC Custody Nominees (Australia) Limited		4,393,887 (Ordinary Fully Paid)
Challenger Limited (and its entities listed in Annexure 2)	UBS Nominees Pty Limited	UBS Nominees Pty Limited		873,551 (Ordinary Fully Paid)
5. Consideration The consideration paid for each relevant interest referred to in paragraph became a substantial holder is as follows:
Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Refer Annexure 2	Refer Annexure 1	Refer Annexure 1		Refer Annexure 1

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows: Name and ACN/ARSN (if applicable) Nature of association N/A N/A 7. Addresses The addresses of persons named in this form are as follows: Name Address Challenger Limited (and its Level 2, 5 Martin Place, Sydney NSW 2000 entities listed in Annexure 2) Signature print name Andrew Brown capacity Company Secretary sign here date 06/11/2019 DIRECTIONS

(1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

(2) See the definition of "associate" in section 9 of the Corporations Act 2001.

(3) See the definition of "relevant interest" in section s608 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 total number of votes attached to all the voting shares in the company or voting interests in thescheme (if any) that the person or an associate has a relevant interest in.

(6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(7) Include details of:

(a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

(b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

(8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

(9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

Annexure 1 consists of 3 pages and is referred to in Form 603 signed by me and dated 6 November 2019

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[Insert Signature Here]
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Andrew Brown Company Secretary of Challenger Limited

Transactions: Company Name/Scheme: Bapcor Limited (BAP) As at: 04/11/2019 Class of security: Ordinary Fully Paid

Date of Change	Holder of relevant interest	Nature of Change	**Consideration **	Number of Securities	Person's Votes Affected
03/08/2019	Challenger Limited (and its entities listed in Annexure2)	OpeningBalance		9,660,340	9,660,340
06/08/2019	as above	Buy	21,092.75	3,545	3,545
06/08/2019	as above	Buy	58,185.05	9,779	9,779
06/08/2019	as above	Buy	32,534.60	5,468	5,468
06/08/2019	as above	Buy	104,987.75	17,645	17,645
06/08/2019	as above	Buy	14,571.55	2,449	2,449
13/08/2019	as above	Buy	9,544.49	1,573	1,573
13/08/2019	as above	Buy	29,580.04	4,875	4,875
13/08/2019	as above	Buy	47,625.38	7,849	7,849
13/08/2019	as above	Buy	5,212.15	859	859
13/08/2019	as above	Buy	10,697.36	1,763	1,763
13/08/2019	as above	Buy	111,324.09	18,347	18,347
13/08/2019	as above	Buy	307,049.89	50,604	50,604
13/08/2019	as above	Buy	171,697.71	28,297	28,297
13/08/2019	as above	Buy	554,047.75	91,311	91,311
13/08/2019	as above	Buy	76,883.83	12,671	12,671
14/08/2019	as above	Buy	14,524.89	2,363	2,363
14/08/2019	as above	Buy	45,031.46	7,326	7,326
14/08/2019	as above	Buy	72,489.21	11,793	11,793
14/08/2019	as above	Buy	7,935.52	1,291	1,291
14/08/2019	as above	Buy	16,289.02	2,650	2,650
14/08/2019	as above	Buy	169,454.98	27,568	27,568
14/08/2019	as above	Buy	467,384.23	76,037	76,037
14/08/2019	as above	Buy	261,349.64	42,518	42,518
14/08/2019	as above	Buy	843,340.96	137,200	137,200
14/08/2019	as above	Buy	117,028.93	19,039	19,039
15/08/2019	as above	Buy	7,446.97	1,226	1,226
15/08/2019	as above	Buy	23,075.89	3,799	3,799
15/08/2019	as above	Buy	37,149.81	6,116	6,116
15/08/2019	as above	Buy	4,069.71	670	670
15/08/2019	as above	Buy	8,345.95	1,374	1,374
15/08/2019	as above	Buy	86,848.91	14,298	14,298
15/08/2019	as above	Buy	239,536.08	39,435	39,435
15/08/2019	as above	Buy	133,942.18	22,051	22,051
15/08/2019	as above	Buy	432,215.78	71,156	71,156
15/08/2019	as above	Buy	59,982.73	9,875	9,875
21/08/2019	as above	Buy	137,348.18	20,739	20,739
21/08/2019	as above	Buy	420,614.30	63,511	63,511
21/08/2019	as above	Buy	261,311.87	39,457	39,457

Page 1 of 3

Date of Change	Holder of relevant interest	Nature of Change	**Consideration **	Number of Securities	Person's Votes Affected
21/08/2019	as above	Buy	685,085.20	103,445	103,445
21/08/2019	as above	Buy	116,890.66	17,650	17,650
22/08/2019	as above	Buy	382,106.86	57,111	57,111
22/08/2019	as above	Buy	1,186,885.68	177,396	177,396
22/08/2019	as above	Buy	729,890.94	109,092	109,092
22/08/2019	as above	Buy	1,905,904.39	284,863	284,863
22/08/2019	as above	Buy	326,374.16	48,781	48,781
03/09/2019	as above	Buy	290,710.13	43,254	43,254
09/09/2019	as above	Buy	100,440.13	14,750	14,750
16/09/2019	as above	Buy	1,117,596.62	157,357	157,357
16/09/2019	as above	Buy	190,945.34	26,885	26,885
16/09/2019	as above	Buy	426,478.91	60,048	60,048
16/09/2019	as above	Buy	224,034.95	31,544	31,544
16/09/2019	as above	Buy	715,634.85	100,761	100,761
16/09/2019	as above	Buy	1,186,699.03	167,136	167,136
16/09/2019	as above	Buy	202,753.31	28,556	28,556
16/09/2019	as above	Buy	452,843.66	63,779	63,779
16/09/2019	as above	Buy	237,892.20	33,505	33,505
16/09/2019	as above	Buy	759,891.80	107,024	107,024
17/09/2019	as above	Buy	988,471.25	138,269	138,269
17/09/2019	as above	Buy	168,885.61	23,624	23,624
17/09/2019	as above	Buy	377,197.41	52,763	52,763
17/09/2019	as above	Buy	198,146.06	27,717	27,717
17/09/2019	as above	Buy	632,956.46	88,539	88,539
18/09/2019	as above	Buy	819,098.82	115,475	115,475
18/09/2019	as above	Buy	139,943.72	19,729	19,729
18/09/2019	as above	Buy	312,566.26	44,065	44,065
18/09/2019	as above	Buy	164,195.71	23,148	23,148
18/09/2019	as above	Buy	524,499.88	73,943	73,943
19/09/2019	as above	Buy	296,948.40	42,000	42,000
19/09/2019	as above	Buy	50,735.76	7,176	7,176
19/09/2019	as above	Buy	113,321.17	16,028	16,028
19/09/2019	as above	Buy	59,531.08	8,420	8,420
19/09/2019	as above	Buy	190,145.96	26,894	26,894
25/09/2019	as above	Buy- Transfer	926,313.81	129,193	129,193
26/09/2019	as above	Buy	39,599.14	5,745	5,745
26/09/2019	as above	Buy	58,727.58	8,521	8,521
26/09/2019	as above	Buy	77,154.82	11,195	11,195
26/09/2019	as above	Buy	55,237.30	8,014	8,014
26/09/2019	as above	Buy	210,653.98	30,565	30,565
26/09/2019	as above	Buy	78,172.47	11,342	11,342
26/09/2019	as above	Buy	92,001.31	13,349	13,349
26/09/2019	as above	Buy	12,535.11	1,818	1,818
26/09/2019	as above	Buy	9,855.99	1,430	1,430
26/09/2019	as above	Buy	72,002.81	10,447	10,447
26/09/2019	as above	Buy	73,905.06	10,723	10,723
26/09/2019	as above	Buy	133,122.84	19,315	19,315
26/09/2019	as above	Buy	26,688.92	3,872	3,872
26/09/2019	as above	Buy	46,284.48	6,715	6,715
26/09/2019	as above	Buy	20,710.76	3,005	3,005
26/09/2019	as above	Buy	625.01	90	90
03/10/2019	as above	Buy- Transfer	896,149.76	127,294	127,294
04/10/2019	as above	Buy	144,560.14	20,489	20,489
10/10/2019	as above	Sell	19,166.68	-2,708	2,708
15/10/2019	as above	Buy	93,459.47	13,436	13,436
21/10/2019	as above	Buy	69,160.50	9,810	9,810
29/10/2019	as above	Buy	9,810.65	1,385	1,385

Page 2 of 3

Date of Change	Holder of relevant interest	Nature of Change	**Consideration **	Number of Securities	Person's Votes Affected
29/10/2019	as above	Buy	121,871.62	17,205	17,205
29/10/2019	as above	Buy	827,218.21	116,781	116,781
29/10/2019	as above	Buy	395,634.73	55,853	55,853
29/10/2019	as above	Buy	152,656.51	21,551	21,551
29/10/2019	as above	Buy	13,839.68	1,952	1,952
29/10/2019	as above	Buy	171,989.22	24,258	24,258
29/10/2019	as above	Buy	1,167,403.95	164,655	164,655
29/10/2019	as above	Buy	558,337.50	78,750	78,750
29/10/2019	as above	Buy	215,429.65	30,385	30,385
30/10/2019	as above	Buy	10,138.76	1,439	1,439
30/10/2019	as above	Buy	125,984.16	17,881	17,881
30/10/2019	as above	Buy	855,129.56	121,369	121,369
30/10/2019	as above	Buy	408,981.75	58,047	58,047
30/10/2019	as above	Buy	157,802.54	22,397	22,397
31/10/2019	as above	Buy	6,653.86	931	931
31/10/2019	as above	Buy	82,676.50	11,568	11,568
31/10/2019	as above	Buy	561,161.00	78,517	78,517
31/10/2019	as above	Buy	268,391.29	37,553	37,553
31/10/2019	as above	Buy	103,560.03	14,490	14,490
04/11/2019	as above	Buy	1,957,044.24	269,139	269,139
04/11/2019	as above	Buy	933,980.55	128,444	128,444
04/11/2019	as above	Buy	360,390.08	49,562	49,562
04/11/2019	as above	Buy	287,340.59	39,516	39,516
04/11/2019	as above	Buy	28,591.54	3,932	3,932
04/11/2019	as above	Buy	277,272.00	38,510	38,510
04/11/2019	as above	Buy	132,314.40	18,377	18,377
04/11/2019	as above	Buy	51,055.20	7,091	7,091
04/11/2019	as above	Buy	40,708.80	5,654	5,654
04/11/2019	as above	Buy	4,046.40	562	562
Total Number of Securities				14,761,008

Page 3 of 3

Annexure 2

This is page 1 of 4 of Annexure 2 referred to in ASIC Form 603 - Notice of initial substantial holder

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Andrew Brown - Company Secretary of Challenger Limited 06/11/2019

06/11/2019
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
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 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 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
CHALLENGER LBC TERMINALS HOLDING COMPANY LIMITED	C41149	MALTA

Annexure 2

This is page 2 of 4 of Annexure 2 referred to in ASIC Form 603 - Notice of initial substantial holder

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Andrew Brown - Company Secretary of Challenger Limited 06/11/2019

06/11/2019
Company Name	ACN / Company No.	Country of Incorporation
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 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 (GROUP) HOLDING COMPANY PTY LTD	130 888 327	AUSTRALIA
CHALLENGER SKYBRIDGE (HASTINGS) HOLDING COMPANY PTY LTD	130 888 274	AUSTRALIA
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
EIGER CAPITAL PTY LIMITED	631 838 607	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
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 EIGER HOLDINGS PTY LIMITED	631 837 360	AUSTRALIA

Annexure 2

This is page 3 of 4 of Annexure 2 referred to in ASIC Form 603 - Notice of initial substantial holder

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Andrew Brown - Company Secretary of Challenger Limited
06/11/2019
Company Name	ACN / Company No.	Country of Incorporation
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
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

Annexure 2

This is page 4 of 4 of Annexure 2 referred to in ASIC Form 603 - Notice of initial substantial holder

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Andrew Brown - Company Secretary of Challenger Limited 06/11/2019

06/11/2019
Company Name	ACN / Company No.	Country of Incorporation
METISQ CAPITAL PTY LTD	104 642 613	AUSTRALIA
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
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