CHALLENGER LIMITED — Major Shareholding Notification 2021

Nov 16, 2021

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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

17 November 2021

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 – Lifestyle Communities Limited (LIC)

We attach a notice of change of interests of substantial holder in Lifestyle Communities 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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Linda Matthews 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 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Lifestyle Communities Limited	Lifestyle Communities Limited
ACN/ARSN	078 675 153
1. Details of substantial holder(1)
Name	Challenger Limited	(and its entities listed in Annexure 2)
ACN/ARSN (if applicable)	106 842 371
There was a change in the interests of the substantial	holder on	15/11/2021
The previous notice was given to the company on		30/09/2021
The previous notice was dated		30/09/2021

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	Previous notice	Present notice	Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary Fully Paid	5,376,010	5.14%	6,444,012	6.16%

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

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant	Registered holder of	Person entitled to be	**Nature of relevant interest (6) **	Class and number of	Person's votes
interest	securities	registered as holder		securities
		(8)
Challenger Limited (and	UBS Nominees Pty	UBS Nominees	Ordinary Fully Paid	157,983 (Ordinary	157,983
its entities listed in Annexure 2)	Limited	Pty Limited	securities purchased and sold on market by	Fully Paid)
			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).
Challenger Limited (and	BNP Paribas	BNP Paribas	As above	1,086,894	1,086,894
its entities listed in Annexure 2)	Nominees Pty Limited	Nominees Pty Limited		(Ordinary Fully Paid)
Challenger Limited (and	J. P. Morgan	J. P. Morgan	As above	1,154,766	1,154,766
its entities listed in Annexure 2)	Nominees Australia Pty	Nominees Australia Pty		(Ordinary Fully Paid)
	Limited	Limited

Challenger Limited (and its entities listed in Annexure 2)	HSBC Custody Nominees (Australia) Limited	HSBC Custody Nominees (Australia) Limited	As above	1,269,823 (Ordinary Fully Paid)	1,269,823
Challenger Limited (and its entities listed in Annexure 2)	National Nominees Limited	National Nominees Limited	As above	1,088,629 (Ordinary Fully Paid)	1,088,629
Challenger Limited (and its entities listed in Annexure 2)	Citicorp Nominees Pty Limited	Citicorp Nominees Pty Limited	As above	1,685,917 (Ordinary Fully Paid)	1,685,917

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 2, 5 Martin Place, Sydney NSW 2000
listed in Annexure 2)
Signature
print name	Linda Matthews	Capacity	Company Secretary
sign here		date	17/11/2021

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 2 page/s and is referred to in Form 604 signed by me and dated 17/11/2021

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[Insert Signature Here]
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Linda Matthews Company Secretary of Challenger Limited

Transactions:

Company Name/Scheme: Lifestyle Communities Limited (LIC) As at: 15/11/2021 Class of security: Ordinary Fully Paid

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
29/09/2021	Challenger Limited (and its entities listed in Annexure 2)	Buy	1,149,497	54,196	54,196
29/09/2021	As above	Buy	74,367	3,506	3,506
29/09/2021	As above	Buy	470,332	22,175	22,175
29/09/2021	As above	Buy	30,417	1,434	1,434
29/09/2021	As above	Buy	726,061	34,232	34,232
29/09/2021	As above	Buy	46,962	2,214	2,214
29/09/2021	As above	Buy	958,437	45,188	45,188
29/09/2021	As above	Buy	62,001	2,923	2,923
29/09/2021	As above	Buy	1,033,691	48,736	48,736
29/09/2021	As above	Buy	66,880	3,153	3,153
29/09/2021	As above	Buy	1,220,911	57,563	57,563
29/09/2021	As above	Buy	78,970	3,723	3,723
29/09/2021	As above	Buy	341,990	16,124	16,124
29/09/2021	As above	Buy	22,123	1,043	1,043
29/09/2021	As above	Buy	3,949,090	186,190	186,190
29/09/2021	As above	Buy	255,491	12,045	12,045
29/09/2021	As above	Buy	650,596	30,674	30,674
29/09/2021	As above	Buy	42,083	1,984	1,984
29/09/2021	As above	Buy	104,396	4,922	4,922
29/09/2021	As above	Buy	6,745	318	318
29/09/2021	As above	Buy	350,208	16,497	16,497
30/09/2021	As above	Buy	704,549	32,034	32,034
30/09/2021	As above	Buy	1,422,230	64,471	64,471
01/10/2021	As above	Buy	216,240	10,104	10,104
01/10/2021	As above	Buy	45,657	2,133	2,133
05/10/2021	As above	Buy	141,831	6,479	6,479
05/10/2021	As above	Buy	58,033	2,651	2,651
05/10/2021	As above	Buy	89,578	4,092	4,092
05/10/2021	As above	Sell	562,676	‐25,788	25,788
05/10/2021	As above	Buy	118,255	5,402	5,402
05/10/2021	As above	Buy	127,536	5,826	5,826
05/10/2021	As above	Buy	150,631	6,881	6,881
05/10/2021	As above	Buy	42,184	1,927	1,927
05/10/2021	As above	Buy	487,248	22,258	22,258
05/10/2021	As above	Buy	80,274	3,667	3,667
05/10/2021	As above	Buy	12,872	588	588
07/10/2021	As above	Buy	129,012	5,734	5,734
07/10/2021	As above	Buy	52,784	2,346	2,346
07/10/2021	As above	Buy	81,493	3,622	3,622
07/10/2021	As above	Buy	107,570	4,781	4,781

Page 1 of 2

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
07/10/2021	As above	Buy	116,007	5,156	5,156
07/10/2021	As above	Buy	137,022	6,090	6,090
07/10/2021	As above	Buy	38,384	1,706	1,706
07/10/2021	As above	Buy	443,218	19,699	19,699
07/10/2021	As above	Buy	73,011	3,245	3,245
07/10/2021	As above	Buy	11,722	521	521
08/10/2021	As above	Buy	127,681	5,657	5,657
08/10/2021	As above	Buy	52,228	2,314	2,314
08/10/2021	As above	Buy	80,644	3,573	3,573
08/10/2021	As above	Buy	106,442	4,716	4,716
08/10/2021	As above	Buy	114,816	5,087	5,087
08/10/2021	As above	Buy	135,604	6,008	6,008
08/10/2021	As above	Buy	37,986	1,683	1,683
08/10/2021	As above	Buy	438,680	19,436	19,436
08/10/2021	As above	Buy	72,271	3,202	3,202
08/10/2021	As above	Buy	11,601	514	514
11/10/2021	As above	Buy	139,099	6,214	6,214
11/10/2021	As above	Buy	56,924	2,543	2,543
11/10/2021	As above	Buy	87,882	3,926	3,926
11/10/2021	As above	Buy	115,998	5,182	5,182
11/10/2021	As above	Buy	125,108	5,589	5,589
11/10/2021	As above	Buy	147,761	6,601	6,601
11/10/2021	As above	Buy	41,389	1,849	1,849
11/10/2021	As above	Buy	477,936	21,351	21,351
11/10/2021	As above	Buy	78,727	3,517	3,517
11/10/2021	As above	Buy	12,625	564	564
19/10/2021	As above	Buy	652,972	28,149	28,149
29/10/2021	As above	Buy	77,596	3,564	3,564
29/10/2021	As above	Buy	724,097	33,262	33,262
29/10/2021	As above	Buy	474,397	21,789	21,789
09/11/2021	As above	Buy	683,202	31,050	31,050
15/11/2021	As above	Buy	127,084	6,073	6,073
15/11/2021	As above	Buy	46,016	2,199	2,199
15/11/2021	As above	Buy	1,839,927	87,925	87,925
			Total Number of Securities	1,068,002

Page 2 of 2

Annexure 2

This is page 1 of 4 of Annexure 2 referred to in ASIC Form 604 - change of interest holder

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Linda Matthews - Company Secretary of Challenger Limited

17/11/2021

Company Name	ACN /	Country of
	Company Number	Incorporation
Challenger Limited	106842371	Australia
255 Finance Group Pty Ltd	628853056	Australia
255 Finance Investments Pty Ltd	164516401	Australia
255 Finance Pty Ltd	168112507	Australia
255 Finance Services Pty Ltd	168107355	Australia
Alphinity Investment Management Pty Ltd	140833709	Australia
Appia Europe Limited	6490323	United Kingdom
Appia Group Limited	99865	Jersey
Ardea Investment Management Pty Ltd	132902722	Australia
Ares Australia Management Pty Limited	636490732	Australia
Assetsecure Pty. Limited	110953618	Australia
Bentham Asset Management Pty Ltd	140833674	Australia
CDPG Australia Pty Limited	124498095	Australia
CDPG Luxembourg Holdings Sarl	B127717	Luxembourg
CDPG Luxembourg II S.a.r.l	B127580	Luxembourg
CDPG Luxembourg Sarl	B127515	Luxembourg
CDPG Malta Limited	C41110	Malta
Cescade Pty Limited	096097399	Australia
Challenger Direct Pty Ltd	006475501	Australia
Challenger Diversified Property Development Pty Limited	121624833	Australia
Challenger Emerging Market Infrastructure Fund Pte. Ltd	200804361D	Singapore
Challenger Emerging Market Infrastructure Fund, L.P.		Cayman Islands
Challenger Financial Services Pty Limited	087464131	Australia
Challenger FM 2 Holdings Pty Limited	080036657	Australia
Challenger Funds Management (Asia) Pte Ltd	202113533D	Singapore
Challenger Funds Management Holdings Pty Limited	107728030	Australia
Challenger Group Holdings Limited	002993302	Australia
Challenger Group Pty Limited	003374196	Australia
Challenger Group Services Pty. Ltd.	085657307	Australia
Challenger Holdco1 Holdings Pty Ltd	645868659	Australia
Challenger Holdco2 Holdings Pty Ltd	646761275	Australia
Challenger Home Loan Corporation Pty Ltd	058891302	Australia
Challenger Inventory Finance Servicing Pty Limited	107706810	Australia
Challenger Investment Partners Limited	092382842	Australia
Challenger Investment Solutions Management Pty Ltd	130035353	Australia
Challenger Japan Holdings Kabushiki Kaisha	0100-01-182399	Japan
Challenger Japan Holdings Pty Limited	617208205	Australia
Challenger Japan Kabushiki Kaisha	0100-01-182920	Unknown

Annexure 2

This is page 2 of 4 of Annexure 2 referred to in ASIC Form 604 - change of interest holder

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Linda Matthews - Company Secretary of Challenger Limited

17/11/2021

Company Name	ACN /	Country of
	Company Number	Incorporation
Challenger Kabushiki Kaisha	0100-01-182872	Unknown
Challenger LBC Terminals Holding Company Limited	C41149	Malta
Challenger Life CDI Nominees Pty Ltd	055293644	Australia
Challenger Life Company Holdings Pty Ltd	006381193	Australia
Challenger Life Company Limited	072486938	Australia
Challenger Life Debt Investments (Europe) Limited	7626067	United Kingdom
Challenger Life Fund Property Investments Pty Ltd	161212693	Australia
Challenger Life Investments UK Limited	6067787	United Kingdom
Challenger Life Nominees No.2 Pty Ltd	078627013	Australia
Challenger Life Nominees No.3 Pty Limited	151482147	Australia
Challenger Life Nominees Pty Ltd	091336793	Australia
Challenger Life Subsidiary Holdings Pty Limited	099742122	Australia
Challenger Managed Investments (International) Pty Limited	120871212	Australia
Challenger Management Services (UK) Limited	6393787	United Kingdom
Challenger Margin Lending Pty Ltd	091338822	Australia
Challenger MBK Emerging Market Infrastructure Fund GP Ltd	WK-209744	Cayman Islands
Challenger Mortgage Management Pty Ltd	087271109	Australia
Challenger Non-conforming Finance Pty Ltd	107725486	Australia
Challenger Originator Finance Pty Ltd	095085466	Australia
Challenger Property Asset Management Pty Ltd	077569021	Australia
Challenger Retirement and Investment Services Limited	115534453	Australia
Challenger Securitisation Management Pty Ltd	100346898	Australia
Challenger Skybridge (Group) Holding Company Pty Ltd	130888327	Australia
Challenger Skybridge (Hastings) Holding Company Pty Ltd	130888274	Australia
Challenger Special Servicing Pty Ltd	107707415	Australia
Challenger Treasury Limited	093307996	Australia
Challenger Wholesale Finance Holdings Pty Limited	087284240	Australia
Challenger Wind Holdings Pty Limited	151496061	Australia
CLS US Holdings, LLC	5302598	United States
CPHIC Investments Pty Ltd	093340526	Australia
CSPP1 Maitland Pty Ltd	122460968	Australia
CSPP1 Mavis Court Pty Ltd	122461983	Australia
Eiger Capital Pty Limited	631838607	Australia
Fidante Partners (Guernsey) Limited	40288	Guernsey
Fidante Partners AAM Holdings Pty Limited	636490189	Australia
Fidante Partners Alphinity Holdings Pty Ltd	140716016	Australia
Fidante Partners Ardea Holdings Pty Ltd	133865853	Australia
Fidante Partners Arete Holdings Pty Ltd	143836373	Australia
Fidante Partners Avenir Capital Holdings Pty Ltd	616504502	Australia
Fidante Partners Bentham Holdings Pty Ltd	140715573	Australia
Fidante Partners Eiger Holdings Pty Limited	631837360	Australia
Fidante Partners Europe Limited	4040660	United Kingdom
Fidante Partners FME Holdings Limited	11410594	United Kingdom

Annexure 2

This is page 3 of 4 of Annexure 2 referred to in ASIC Form 604 - change of interest holder

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Linda Matthews - Company Secretary of Challenger Limited

17/11/2021

Company Name	ACN /	Country of
	Company Number	Incorporation
Fidante Partners Holdings (Guernsey) Limited	43315	Guernsey
Fidante Partners Holdings Europe Limited	6172534	United Kingdom
Fidante Partners Holdings Pty Limited	123318650	Australia
Fidante Partners Kapstream Holdings Pty Limited	123319460	Australia
Fidante Partners Latigo Holdings LLC	5651705	Unknown
Fidante Partners Lennox Holdings Pty Limited	616975565	Australia
Fidante Partners Limited	002835592	Australia
Fidante Partners Merlon Holdings Pty Ltd	140715662	Australia
Fidante Partners Metisq Holdings Pty Ltd	143376961	Australia
Fidante Partners Novaport Holdings Pty Ltd	140715797	Australia
Fidante Partners Ox Holdings Pty Ltd	649174087	Australia
Fidante Partners R&M Holdings Pty Limited	152375436	Australia
Fidante Partners Services Limited	119605373	Australia
Fidante Partners Tempo Holdings Pty Ltd	167321262	Australia
Fidante Partners USA LLC	81-4925448	United States
Fidante Partners Wavestone Holdings Pty Limited	133626276	Australia
Fidante Partners Whitehelm Holdings Pty Ltd	169043903	Australia
Fidante Partners Wyetree Limited	9387239	United Kingdom
Gasvalpo S.A.	96.960.800-6	Chile
Greencape Capital Pty Ltd	120328529	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	000033143	Australia
Kudu Investment Partners I, Lp	47-2497501	Unknown
Lanv Pty Ltd	147224502	Australia
Lease Collateral No.2 Pty Ltd	168112481	Australia
Lease Collateral Pty Ltd	168112472	Australia
Lease Funding Management Pty Ltd	168112490	Australia
Lennox Capital Partners Pty Limited	617001966	Australia
Maitland Nominee Holdings Pty Limited	122853114	Australia
Mawbury Pty Limited	096097479	Australia
Merlon Capital Partners Pty Ltd	140833683	Australia
Metisq Capital Holdings Pty Ltd	158011351	Australia
Metisq Capital Pty Ltd	104642613	Australia
MIR Libra Capital Management Ltd	236748	Cayman Islands
MyLifeMyFinance Limited	087651750	Australia

Annexure 2

This is page 4 of 4 of Annexure 2 referred to in ASIC Form 604 - change of interest holder

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Linda Matthews - Company Secretary of Challenger Limited

17/11/2021

Company Name	ACN /	Country of
	Company Number	Incorporation
Novaport Capital Pty Ltd	140833656	Australia
Oaklands Hill Pty Ltd	149814559	Australia
Oaklands Hill Wind Farm Pty Ltd	126595935	Australia
Offshore Reinsurer (Bermuda) Company Limited	51746	Bermuda
Ox Capital Management Pty Ltd	648887914	Australia
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
The Liberty Group Consortium Pty Ltd	082564289	Australia
TLG Services Pty Limited	092500608	Australia
TLGH Pty Limited	092927467	Australia
TRE Data Centres Canberra Pty Ltd	141881227	Australia
US LLC Holdings Pty Ltd	130888292	Australia
US LLC Investments LLC	36-4811214	Unknown
Waterford County Pty Limited	122853089	Australia
Wavestone Capital Pty Limited	120179419	Australia
Welcome Break Group Limited	3147949	United Kingdom
Welcome Break Holdings (1) Limited	4099287	United Kingdom
Welcome Break Holdings (2) Limited	4379574	United Kingdom
Welcome Break Holdings Limited	3290817	Cayman Islands
Welcome Break Limited	1735476	United Kingdom
Welcome Break No.1 Limited	8331837	United Kingdom
Welcome Break No.2 Limited	8331870	United Kingdom
Welcome Break Services Limited	4099292	United Kingdom
Whitehelm Capital Pty Ltd	008636717	Australia