Sydney

Level 2, 5 Martin Place Sydney NSW 2000 Australia

GPO Box 3698

Sydney NSW 2001 www.challenger.com.au

24 April 2017

The Manager

Company Announcements Office ASX Limited

20 Bridge Street

SYDNEY NSW 2000

By electronic lodgement

Dear Sir/Madam

Telephone 02 9994 7000

Facsimile 02 9994 7777

Re: Notice of change of interests of substantial holder - Vocus Group Limited (VOC )

We enclose 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

Andrew Brown

Company Secretary attach

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 5, 50 Georges Terrace, Perth WA 6000 Telephone 08 9261 7412 Facsimile 08 9321 5277

Adelaide Level 7, Suite 714, 147 Pirie Street Adelaide SA 5000 Telephone 08 7071 7042 Facsimile 08 8227 0395

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 Howard Commercial Lending Limited ABN 65 000 033 143

Challenger Management Services 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 Investment Solutions Management Pty Ltd ABN 63 130 035 353 AFSL 487354

Challenger Mortgage Management Pty Ltd ABN 72 087 271 109

Challenger Securitisation Management Pty Ltd ABN 56 100 346 898 AFSL 244593

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

20/04/2017

The previous notice was given to the company on

16/12/2016

The previous notice was dated

16/12/2016

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

Present notice

Person's votes

Voting power (5)

Person's votes

Voting power (5)

Ordinary Fully Paid

44,325,872

7.15%

51,057,188

8.23%

  1. 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

    Challenger

    Refer

    Refer

    Refer

    Refer

    Annexure 1

    Limited (and its

    Annexure 1

    Annexure 1

    Annexure 1

    Annexure 1

    entities listed in

    Annexure 2)

  2. 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)

BNP Paribas Nominees Pty Limited

BNP Paribas Nominees Pty Limited

Ordinary Fully Paid securities purchased on market and acquired (via off market transfer) by Challenger Limited (and its entities listed in Annexure 2)

487,537

(Ordinary Fully Paid)

487,537

Challenger Limited (and its entities listed in Annexure 2)

Citicorp Nominees Pty Limited

Citicorp Nominees Pty Limited

As above

14,531,400

(Ordinary Fully Paid)

14,531,400

Challenger Limited (and its entities listed in Annexure 2)

J P Morgan Nominees Australia Limited

J P Morgan Nominees Australia Limited

Ordinary Fully Paid securities purchased and sold on market by Challenger Limited (and its entities listed in Annexure 2)

13,708,571

(Ordinary Fully Paid)

13,708,571

date

Name and ACN/ARSN (if applicable)

Nature of association

N/A

N/A

Name

Address

Challenger Limited (and its entities listed in Annexure 2)

Level 2, 5 Martin Place, Sydney NSW 2000

604 page 2 / 2 15 July 2001

Challenger Limited (and its entities listed in Annexure 2)

National Nominees Limited

National Nominees Limited

As above

5,263,810

(Ordinary Fully Paid)

5,263,810

Challenger Limited (and its entities listed in Annexure 2)

HSBC Custody Nominees (Australia) Limited

HSBC Custody Nominees (Australia) Limited

Ordinary Fully Paid securities purchased on market and acquired (via off market transfer) by Challenger Limited (and its entities listed in Annexure 2)

17,065,870

(Ordinary Fully Paid)

17,065,870

  1. Changes in association

  2. Addresses

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:

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

Signature

print name Andrew Brown Capacity Company Secretary

sign here 24/04/2017

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:

  7. 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

  8. 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).

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

    1. 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.

    2. 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".

    3. Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

    Annexure 1 consists of 5 pages and is referred to in Form 604 signed by me and dated 24/04/2017

    [Insert Signature Here]

    Andrew Brown Company Secretary of Challenger Limited Transactions: Company Name/Scheme: Vocus Group Limited (VOC) As at: 20/04/2017 Class of security: Ordinary Fully Paid

    Date of Change

    Holder of relevant

    interest

    Nature of Change

    Consideration

    Number of

    Securities

    Person's Votes

    Affected

    15/12/2016

    Challenger Limited (and its

    entities listed in Annexure 2)

    Buy

    187,526.30

    48,242

    48,242

    15/12/2016

    as above

    Buy

    74,544.83

    19,177

    19,177

    15/12/2016

    as above

    Buy

    388,253.54

    99,880

    99,880

    15/12/2016

    as above

    Buy

    144,428.92

    37,155

    37,155

    15/12/2016

    as above

    Buy

    208,105.14

    53,536

    53,536

    15/12/2016

    as above

    Buy

    133,560.30

    34,359

    34,359

    15/12/2016

    as above

    Buy

    111,815.31

    28,765

    28,765

    15/12/2016

    as above

    Buy

    7,377.91

    1,898

    1,898

    15/12/2016

    as above

    Buy

    41,931.23

    10,787

    10,787

    15/12/2016

    as above

    Buy

    342,439.00

    88,094

    88,094

    15/12/2016

    as above

    Buy

    283,038.69

    72,813

    72,813

    15/12/2016

    as above

    Buy

    20,578.84

    5,294

    5,294

    15/12/2016

    as above

    Buy

    22,192.30

    5,590

    5,590

    15/12/2016

    as above

    Buy

    231,435.12

    58,296

    58,296

    15/12/2016

    as above

    Buy

    123,133.52

    31,016

    31,016

    15/12/2016

    as above

    Buy

    172,829.98

    43,534

    43,534

    15/12/2016

    as above

    Buy

    730,075.06

    183,898

    183,898

    15/12/2016

    as above

    Buy

    2,644.02

    666

    666

    16/12/2016

    as above

    Buy

    66,704.00

    17,600

    17,600

    16/12/2016

    as above

    Buy

    17,434.00

    4,600

    4,600

    16/12/2016

    as above

    Buy

    173,582.00

    45,800

    45,800

    16/12/2016

    as above

    Buy

    42,448.00

    11,200

    11,200

    16/12/2016

    as above

    Buy

    267,574.00

    70,600

    70,600

    16/12/2016

    as above

    Buy

    568,121.00

    149,900

    149,900

    16/12/2016

    as above

    Buy

    7,201.00

    1,900

    1,900

    16/12/2016

    as above

    Buy

    74,284.00

    19,600

    19,600

    16/12/2016

    as above

    Buy

    281,218.00

    74,200

    74,200

    16/12/2016

    as above

    Buy

    188,363.00

    49,700

    49,700

    16/12/2016

    as above

    Buy

    74,663.00

    19,700

    19,700

    16/12/2016

    as above

    Buy

    687,127.00

    181,300

    181,300

    16/12/2016

    as above

    Buy

    7,201.00

    1,900

    1,900

    16/12/2016

    as above

    Buy

    481,709.00

    127,100

    127,100

    16/12/2016

    as above

    Buy

    124,312.00

    32,800

    32,800

    16/12/2016

    as above

    Buy

    208,829.00

    55,100

    55,100

    16/12/2016

    as above

    Buy

    274,775.00

    72,500

    72,500

    16/12/2016

    as above

    Buy

    778,087.00

    205,300

    205,300

    19/12/2016

    as above

    Buy

    1,313,667.20

    344,000

    344,000

    20/12/2016

    as above

    Buy

    45,142.97

    12,145

    12,145

    20/12/2016

    as above

    Buy

    17,845.32

    4,801

    4,801

    20/12/2016

    as above

    Buy

    93,118.28

    25,052

    25,052

    20/12/2016

    as above

    Buy

    34,631.29

    9,317

    9,317

    20/12/2016

    as above

    Buy

    50,004.80

    13,453

    13,453

    20/12/2016

    as above

    Buy

    31,981.07

    8,604

    8,604

    20/12/2016

    as above

    Buy

    26,769.83

    7,202

    7,202

    20/12/2016

    as above

    Buy

    1,765.58

    475

    475

    20/12/2016

    as above

    Buy

    10,158.56

    2,733

    2,733

    20/12/2016

    as above

    Buy

    82,160.57

    22,104

    22,104

    20/12/2016

    as above

    Buy

    67,939.33

    18,278

    18,278

    22/12/2016

    as above

    Buy

    513,093.92

    133,240

    133,240

    23/12/2016

    as above

    Sell

    24,000.00

    - 6,250

    6,250

    03/01/2017

    as above

    Buy

    70,593.53

    17,828

    17,828

    03/01/2017

    as above

    Buy

    37,070.71

    9,362

    9,362

    03/01/2017

    as above

    Buy

    365,975.27

    92,425

    92,425

    Page 1 of 5

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