Challenger - Channel Capital and Fidante

MN-65033

Challenger Limited (**Challenger**) proposes to merge its Fidante business with Channel Capital Pty Ltd (**Channel Capital**) (the **Acquisition**). Challenger is a publicly listed investment management company (ASX:GCF). It operates a retirement income division and a funds management division, which includes Fidante. Challenger’s wholly owned subsidiary Challenger Funds Management Holdings Pty Limited (**CFMH**) holds 100% of the share capital in the companies which together comprise the Fidante business. Fidante is Challenger’s multi-affiliate funds management business. It invests in long-term partnerships with multiple active fund managers. Channel Capital is a fund management services business, which provides operational, infrastructure, distribution and governance solutions to fund manager clients. Under the Acquisition, a newly established entity, Channel Group Holdings Pty Ltd (**Channel Group**), would indirectly acquire Channel Capital and Fidante, and CFMH would acquire a 45% interest in Channel Group.