CHALLENGER LIMITED — Major Shareholding Notification 2012

Oct 25, 2012

Form 603 Corporations Act 2001 Section 671B Notice of initial substantial holder

To: Challenger Limited ACN: 106 842 371 ASX Code: CGF

1. Details of substantial holder

Name: IOOF Holdings Limited ACN: 100 103 722

This notice is given by IOOF Holdings Limited on behalf of itself and its subsidiaries.

The holder became a substantial shareholder on: 23/10/2012

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interest in the scheme that the substantial holder or an associate had a relevant interest in on the date the substantial holder is as follows:

Class of securities	Number of securities	Person’s votes	Voting Power
Ordinary	27,894,583	27,894,583	5.122%

3. Details of present registered holders

The persons registered as holders of the securities are as follows:

Registered holder of securities	Person Entitled to be holder	Nature of relevant interest	Class & Number (Ord)	Person's votes
Northern Trust		InvestmentManager	11,622,867	11,622,867
NAB Asset Servicing		Investment Manager	5,230,580	5,230,580

2

Perennial Investment Partners Limited (ACN 087 901 620)	Citigroup		InvestmentManager	8,650,953	8,650,953
Perennial Investment Partners Limited (ACN 087 901 620)	BNP		Investment Manager	2,354,460	2,354,460
IOOF Investment Management Limited (ACN 006 695 021)	NAB Asset Servicing		InvestmentManager	35,723	35,723

4. Consideration

The consideration paid for each relevant interest and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Date	Person	Nature	Consideration	Class & number (ord)	Person's votes
11/09/2012	Perennial Investment Partners Limited (ACN 087 901620)	Purchased on market	$ 1,957,402.85	577,837	577,837
12/09/2012	Perennial Investment Partners Limited (ACN 087 901620)	Sold on market	-$ 477,680.00	- 139,941	- 139,941
17/09/2012	Perennial Investment Partners Limited (ACN 087 901620)	Purchased on market	$ 3,363,287.63	980,000	980,000
18/09/2012	Perennial Investment Partners Limited (ACN 087 901620)	Purchased on market	$ 2,607,630.35	768,968	768,968
19/09/2012	Perennial Investment Partners Limited (ACN 087 901620)	Purchased on market	$ 831,260.46	249,635	249,635
20/09/2012	Perennial Investment Partners Limited (ACN 087 901620)	Purchased on market	$ 13,729.94	4,201	4,201
25/09/2012	Perennial Investment Partners Limited (ACN 087 901620)	Purchased on market	$ 486,819.92	150,000	150,000
19/10/2012	Perennial Investment Partners Limited (ACN 087 901620)	Purchased on market	$ 3,461,766.16	1,050,000	1,050,000
23/10/2012	Perennial Investment Partners Limited (ACN 087 901620)	Purchased on market	$ 6,095,382.41	1,900,000	1,900,000

5. Associates

Name & ACN

Nature of association

Not applicable

6. Addresses

The addresses of persons named in this form are as follows:

3

Name	Address
IOOF Holdings Limited	Level 6, 161 Collins Street Melbourne Victoria 3000
IOOF Investment Management Limited	Level 6, 161 Collins Street Melbourne Victoria 3000
Challenger Limited	Level 15, 255 Pitt Street SydneyNSW 2000
Perennial Investment Partners Limited	Level 24, 303 Collins Street Melbourne Victoria 3000