CHALLENGER LIMITED — Major Shareholding Notification 2018

Sep 6, 2018

==> picture [102 x 21] intentionally omitted <==

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

7 September 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 – Vocus Group Limited (VOC)

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

Yours faithfully

==> picture [157 x 51] intentionally omitted <==

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

==> picture [18 x 842] intentionally omitted <==

Form 604

Corporations Act 2001 Section 671B Notice of change of interests of substantial holder

To Company Name/Scheme	Vocus Group Limited
ACN/ARSN	084 115 499
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	05/09/2018
The previous notice was given to the company on		19/09/2017
The previous notice was dated		19/09/2017

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	60,403,424	9.71%	53,551,408	8.61%

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 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)	Citicorp Nominees Pty Limited	Citicorp Nominees Pty Limited	Ordinary Fully Paid securities purchased and sold on market and acquired 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).	13,030,981 (Ordinary Fully Paid)	13,030,981
Challenger Limited (and its entities listed in Annexure 2)	J P Morgan Nominees Australia Limited	J P Morgan Nominees Australia Limited	As above	15,693,162 (Ordinary Fully Paid)	15,693,162
Challenger Limited (and its entities listed in Annexure 2)	National Nominees Limited	National Nominees Limited	As above	5,233,182 (Ordinary Fully Paid)	5,233,182
Challenger Limited (and its entities listed in Annexure 2)	HSBC Custody Nominees (Australia) Limited	HSBC Custody Nominees (Australia) Limited	As above	19,594,083 (Ordinary Fully Paid)	19,594,083

5. Changes in association

==> picture [491 x 206] intentionally omitted <==

----- Start of picture text -----

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 Level 2, 5 Martin Place, Sydney NSW 2000
in Annexure 2)
Signature
print name Andrew Brown Capacity Company Secretary
sign here date 07/09/2018
DIRECTIONS
----- End of picture text -----

(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 4 pages and is referred to in Form 604 signed by me and dated 07/09/2018

[Insert Signature Here]

Andrew Brown Company Secretary of Challenger Limited

Transactions:

Company Name/Scheme: Vocus Group Limited (VOC) As at: 05/09/2018 Class of security: Ordinary Fully Paid

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
18/09/2017	Challenger Limited (and its entities listed in Annexure 2)	Buy	8,915.89	3,700	3,700
04/10/2017	as above	Buy	16,462.28	6,738	6,738
04/10/2017	as above	Buy	306,528.76	125,462	125,462
05/10/2017	as above	Buy	321,332.98	133,300	133,300
11/10/2017	as above	Buy	166,163.04	69,600	69,600
12/10/2017	as above	Buy	7,704.87	3,251	3,251
13/10/2017	as above	Buy	159,543.05	67,349	67,349
16/10/2017	as above	Buy	71,355.63	29,765	29,765
16/10/2017	as above	Buy	7,752.87	3,234	3,234
20/10/2017	as above	Sell	533,087.37	-188,777	188,777
20/10/2017	as above	Sell	75,081.85	-26,588	26,588
20/10/2017	as above	Sell	330,780.35	-117,136	117,136
20/10/2017	as above	Sell	132,856.02	-47,047	47,047
20/10/2017	as above	Sell	14,808.53	-5,244	5,244
20/10/2017	as above	Sell	253,196.52	-89,662	89,662
20/10/2017	as above	Sell	208,561.96	-73,856	73,856
20/10/2017	as above	Sell	651,341.01	-230,653	230,653
20/10/2017	as above	Sell	537,467.24	-190,328	190,328
20/10/2017	as above	Sell	724,338.82	-256,503	256,503
20/10/2017	as above	Sell	287,608.57	-101,848	101,848
23/10/2017	as above	Buy	18,479.34	6,600	6,600
23/10/2017	as above	Sell	133,794.09	-45,930	45,930
23/10/2017	as above	Sell	18,844.20	-6,469	6,469
23/10/2017	as above	Sell	83,020.50	-28,500	28,500
23/10/2017	as above	Sell	33,342.20	-11,446	11,446
23/10/2017	as above	Sell	63,550.01	-21,816	21,816
23/10/2017	as above	Sell	52,346.61	-17,970	17,970
23/10/2017	as above	Sell	163,474.65	-56,119	56,119
23/10/2017	as above	Sell	134,892.29	-46,307	46,307
23/10/2017	as above	Sell	181,794.50	-62,408	62,408
23/10/2017	as above	Sell	75,901.13	-26,056	26,056
24/10/2017	as above	Buy	30,888.55	11,300	11,300
26/10/2017	as above	Buy	144,557.92	53,797	53,797
26/10/2017	as above	Buy	154,951.62	57,665	57,665
26/10/2017	as above	Buy	443,876.67	165,188	165,188
26/10/2017	as above	Buy	328,984.34	122,431	122,431
26/10/2017	as above	Buy	399,090.78	148,521	148,521
26/10/2017	as above	Buy	125,471.45	46,694	46,694
26/10/2017	as above	Buy	232,993.07	86,708	86,708
26/10/2017	as above	Buy	65,758.71	24,472	24,472
26/10/2017	as above	Buy	58,199.90	21,659	21,659
26/10/2017	as above	Buy	127,927.46	47,608	47,608
26/10/2017	as above	Buy	12,849.71	4,782	4,782
30/10/2017	as above	Sell	206,442.00	-71,155	71,155
30/10/2017	as above	Sell	54,141.16	-18,661	18,661
30/10/2017	as above	Sell	590,925.18	-203,676	203,676
30/10/2017	as above	Sell	438,264.58	-151,058	151,058
30/10/2017	as above	Sell	531,283.15	-183,119	183,119
30/10/2017	as above	Sell	222,419.46	-76,662	76,662
30/10/2017	as above	Sell	170,230.88	-58,674	58,674
30/10/2017	as above	Sell	269,281.26	-92,814	92,814
30/10/2017	as above	Sell	433,831.39	-149,530	149,530
02/11/2017	as above	Buy	26,682.19	9,557	9,557

Page 1 of 4

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
02/11/2017	as above	Buy	108,057.70	38,704	38,704
02/11/2017	as above	Buy	15,112.55	5,413	5,413
02/11/2017	as above	Buy	41,967.84	15,032	15,032
02/11/2017	as above	Buy	145,871.19	52,248	52,248
02/11/2017	as above	Buy	66,441.64	23,798	23,798
02/11/2017	as above	Buy	106,996.78	38,324	38,324
02/11/2017	as above	Buy	50,890.75	18,228	18,228
02/11/2017	as above	Buy	130,850.77	46,868	46,868
02/11/2017	as above	Buy	57,694.61	20,665	20,665
09/11/2017	as above	Buy	109,628.93	36,718	36,718
09/11/2017	as above	Buy	58,555.55	19,612	19,612
09/11/2017	as above	Buy	42,561.15	14,255	14,255
09/11/2017	as above	Buy	132,642.71	44,426	44,426
09/11/2017	as above	Buy	51,637.68	17,295	17,295
09/11/2017	as above	Buy	147,887.69	49,532	49,532
13/11/2017	as above	Buy	266,706.00	90,000	90,000
17/11/2017	as above	Buy	416,130.00	137,500	137,500
27/11/2017	as above	Sell	837,171.12	-264,760	264,760
27/11/2017	as above	Sell	84,624.61	-26,763	26,763
27/11/2017	as above	Sell	691,798.17	-218,785	218,785
27/11/2017	as above	Sell	19,341.95	-6,117	6,117
27/11/2017	as above	Sell	210,955.99	-66,716	66,716
27/11/2017	as above	Sell	340,006.70	-107,529	107,529
27/11/2017	as above	Sell	326,103.38	-103,132	103,132
27/11/2017	as above	Sell	47,752.52	-15,102	15,102
27/11/2017	as above	Sell	267,170.03	-84,494	84,494
27/11/2017	as above	Sell	931,465.12	-294,581	294,581
27/11/2017	as above	Sell	354,210.40	-112,021	112,021
28/11/2017	as above	Sell	367,404.90	-115,449	115,449
28/11/2017	as above	Sell	7,583.66	-2,383	2,383
28/11/2017	as above	Sell	128,664.43	-40,430	40,430
28/11/2017	as above	Sell	105,426.55	-33,128	33,128
28/11/2017	as above	Sell	272,983.09	-85,779	85,779
28/11/2017	as above	Sell	330,221.74	-103,765	103,765
28/11/2017	as above	Sell	147,010.97	-46,195	46,195
29/11/2017	as above	Sell	8,566.36	-2,664	2,664
29/11/2017	as above	Sell	75,023.16	-23,331	23,331
29/11/2017	as above	Sell	33,368.28	-10,377	10,377
29/11/2017	as above	Sell	37,709.34	-11,727	11,727
29/11/2017	as above	Sell	15,161.55	-4,715	4,715
29/11/2017	as above	Sell	83,422.31	-25,943	25,943
29/11/2017	as above	Sell	60,877.74	-18,932	18,932
29/11/2017	as above	Sell	29,255.53	-9,098	9,098
29/11/2017	as above	Sell	62,061.08	-19,300	19,300
01/12/2017	as above	Sell	19,014.96	-6,059	6,059
01/12/2017	as above	Sell	166,493.09	-53,052	53,052
01/12/2017	as above	Sell	74,054.47	-23,597	23,597
01/12/2017	as above	Sell	83,685.91	-26,666	26,666
01/12/2017	as above	Sell	33,648.85	-10,722	10,722
01/12/2017	as above	Sell	185,131.46	-58,991	58,991
01/12/2017	as above	Sell	135,094.40	-43,047	43,047
01/12/2017	as above	Sell	64,922.01	-20,687	20,687
01/12/2017	as above	Sell	137,721.16	-43,884	43,884
04/12/2017	as above	Sell	7,408.94	-2,351	2,351
04/12/2017	as above	Sell	361,096.87	-114,583	114,583
04/12/2017	as above	Sell	126,172.60	-40,037	40,037
04/12/2017	as above	Sell	267,768.16	-84,968	84,968
04/12/2017	as above	Sell	323,245.40	-102,572	102,572
04/12/2017	as above	Sell	144,198.61	-45,757	45,757
06/12/2017	as above	Buy-Transfer	1,352,489.12	456,922	456,922
15/12/2017	as above	Buy	49,273.65	17,100	17,100
15/12/2017	as above	Buy	903,926.55	313,700	313,700
05/01/2018	as above	Sell	12,190.81	-3,852	3,852
05/01/2018	as above	Sell	17,431.72	-5,508	5,508
05/01/2018	as above	Sell	9,010.19	-2,847	2,847
05/01/2018	as above	Sell	2,063.45	-652	652
05/01/2018	as above	Sell	49,839.27	-15,748	15,748
05/01/2018	as above	Sell	22,413.11	-7,082	7,082
05/01/2018	as above	Sell	37,028.16	-11,700	11,700
05/01/2018	as above	Sell	39,648.61	-12,528	12,528
05/01/2018	as above	Sell	5,079.50	-1,605	1,605
05/01/2018	as above	Sell	44,595.20	-14,091	14,091
05/01/2018	as above	Sell	1,047.55	-331	331

Page 2 of 4

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
05/01/2018	as above	Sell	20,150.28	-6,367	6,367
08/01/2018	as above	Sell	20,287.28	-6,225	6,225
08/01/2018	as above	Sell	99,533.12	-30,541	30,541
08/01/2018	as above	Sell	873,920.40	-268,156	268,156
08/01/2018	as above	Sell	39,939.05	-12,255	12,255
08/01/2018	as above	Sell	439,655.40	-134,905	134,905
08/01/2018	as above	Sell	176,559.58	-54,176	54,176
08/01/2018	as above	Sell	976,308.41	-299,573	299,573
08/01/2018	as above	Sell	725,257.86	-222,540	222,540
08/01/2018	as above	Sell	776,926.05	-238,394	238,394
08/01/2018	as above	Sell	341,706.15	-104,850	104,850
08/01/2018	as above	Sell	239,005.28	-73,337	73,337
08/01/2018	as above	Sell	374,990.32	-115,063	115,063
15/01/2018	as above	Sell	594,166.95	-183,300	183,300
17/01/2018	as above	Buy	18,292.62	5,986	5,986
17/01/2018	as above	Buy	348,415.38	114,014	114,014
19/01/2018	as above	Buy	180,782.68	61,100	61,100
19/01/2018	as above	Buy	9,764.04	3,300	3,300
23/01/2018	as above	Buy	9,823.64	3,291	3,291
23/01/2018	as above	Buy	183,105.87	61,342	61,342
23/01/2018	as above	Buy	37,512.50	12,567	12,567
25/01/2018	as above	Buy	38,295.10	13,070	13,070
25/01/2018	as above	Buy	2,065.65	705	705
31/01/2018	as above	Buy	37,116.73	12,439	12,439
31/01/2018	as above	Buy	675,119.31	226,254	226,254
31/01/2018	as above	Buy	907,096.65	303,997	303,997
31/01/2018	as above	Buy	290,784.04	97,451	97,451
31/01/2018	as above	Buy	222,133.45	74,444	74,444
31/01/2018	as above	Buy	318,018.09	106,578	106,578
31/01/2018	as above	Buy	812,900.89	272,429	272,429
31/01/2018	as above	Buy	19,120.83	6,408	6,408
31/01/2018	as above	Buy	54,504.87	18,485	18,485
31/01/2018	as above	Buy	10,064.00	3,400	3,400
05/02/2018	as above	Buy	18,710.40	6,000	6,000
06/02/2018	as above	Buy	108,325.74	36,907	36,907
06/02/2018	as above	Buy	18,053.80	6,151	6,151
06/02/2018	as above	Buy	395,760.08	134,837	134,837
06/02/2018	as above	Buy	18,626.14	6,346	6,346
06/02/2018	as above	Buy	155,037.85	52,822	52,822
06/02/2018	as above	Buy	442,756.90	150,849	150,849
06/02/2018	as above	Buy	328,989.49	112,088	112,088
06/02/2018	as above	Buy	18,350.76	6,200	6,200
13/02/2018	as above	Buy	120,994.45	41,913	41,913
13/02/2018	as above	Buy	57,051.83	19,763	19,763
13/02/2018	as above	Buy	6,688.72	2,317	2,317
13/02/2018	as above	Buy	162,948.31	56,446	56,446
13/02/2018	as above	Buy	39,823.41	13,795	13,795
13/02/2018	as above	Buy	145,618.85	50,443	50,443
15/02/2018	as above	Buy	19,809.00	7,100	7,100
19/03/2018	as above	Sell	732,570.00	-300,000	300,000
20/03/2018	as above	Sell	1,023,697.50	-425,000	425,000
21/03/2018	as above	Sell	1,083,064.59	-445,394	445,394
04/04/2018	as above	Buy	53,117.90	24,247	24,247
04/04/2018	as above	Buy	15,352.43	7,008	7,008
04/04/2018	as above	Buy	67,670.72	30,890	30,890
04/04/2018	as above	Buy	6,184.35	2,823	2,823
04/04/2018	as above	Buy	37,182.75	16,973	16,973
04/04/2018	as above	Buy	115,695.25	52,812	52,812
04/04/2018	as above	Buy	151,861.51	69,321	69,321
04/04/2018	as above	Buy	112,711.52	51,450	51,450
04/04/2018	as above	Buy	135,854.07	62,014	62,014
04/04/2018	as above	Buy	63,013.29	28,764	28,764
05/04/2018	as above	Buy	11,235.64	5,084	5,084
12/04/2018	as above	Sell	8,434.80	-3,600	3,600
24/04/2018	as above	Buy	166,855.74	77,223	77,223
30/04/2018	as above	Buy	443,940.00	181,200	181,200
30/04/2018	as above	Sell	443,940.00	-181,200	181,200
31/05/2018	as above	Buy	23,300.37	9,700	9,700
16/08/2018	as above	Buy	1,257,075.03	539,332	539,332
22/08/2018	as above	Buy	736,146.74	283,275	283,275
23/08/2018	as above	Buy	12,613.22	4,928	4,928
28/08/2018	as above	Sell	944,580.56	-330,400	330,400
28/08/2018	as above	Buy	154,585.80	54,000	54,000

Page 3 of 4

Date of Change	Holder of relevant interest	Nature of Change	Consideration	Number of Securities	Person's Votes Affected
31/08/2018	as above	Sell	25,219.04	-8,900	8,900
04/09/2018	as above	Buy	121,125.00	42,500	42,500
05/09/2018	as above	Sell	292,368.96	-101,517	101,517
05/09/2018	as above	Sell	544,049.28	-188,906	188,906
05/09/2018	as above	Sell	123,989.76	-43,052	43,052
05/09/2018	as above	Sell	898,894.08	-312,116	312,116
05/09/2018	as above	Sell	28,909.44	-10,038	10,038
05/09/2018	as above	Sell	423,895.68	-147,186	147,186
05/09/2018	as above	Sell	101,931.84	-35,393	35,393
05/09/2018	as above	Sell	51,514.56	-17,887	17,887
05/09/2018	as above	Sell	1,090,975.68	-378,811	378,811
05/09/2018	as above	Sell	96,318.72	-33,444	33,444
05/09/2018	as above	Sell	907,663.68	-315,161	315,161
05/09/2018	as above	Sell	1,199,488.32	-416,489	416,489
05/09/2018	as above	Sell	853,254.70	-296,197	296,197
05/09/2018	as above	Sell	325,372.88	-111,670	111,670
05/09/2018	as above	Sell	605,458.12	-207,797	207,797
05/09/2018	as above	Sell	137,987.00	-47,358	47,358
05/09/2018	as above	Sell	1,000,354.79	-343,328	343,328
05/09/2018	as above	Sell	32,170.16	-11,041	11,041
05/09/2018	as above	Sell	471,742.60	-161,905	161,905
05/09/2018	as above	Sell	113,439.08	-38,933	38,933
05/09/2018	as above	Sell	57,327.05	-19,675	19,675
05/09/2018	as above	Sell	1,214,118.39	-416,693	416,693
05/09/2018	as above	Sell	107,192.11	-36,789	36,789
05/09/2018	as above	Sell	1,010,112.77	-346,677	346,677
05/09/2018	as above	Sell	1,334,865.04	-458,134	458,134
Total Number of Securities				-6,852,016

Page 4 of 4

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 [174 x 50] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 07/09/2018

07/09/2018
Company Name	ACN / Company No.	Country of Incorporation
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 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 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 604 - Notice of change of interests of Substantial Holder

==> picture [174 x 50] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 07/09/2018

07/09/2018
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 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
FIDANTE PARTNERS ARETE HOLDINGS PTY LTD	143 836 373	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 [174 x 50] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 07/09/2018

07/09/2018
Company Name	ACN / Company No.	Country of Incorporation
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
MAVIS COURT DEVELOPMENT CO PTY LTD	124 112 956	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 [174 x 50] intentionally omitted <==

Andrew Brown - Company Secretary of Challenger Limited 07/09/2018

07/09/2018
Company Name	ACN / Company No.	Country of Incorporation
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
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