Breville : Change in substantial holding from CGF

For personal use only

Sydney

Level 2, 5 Martin Place

Sydney NSW 2000 Australia

GPO Box 3698

Sydney NSW 2001

www.challenger.com.au

Telephone [phone]

Facsimile 02 9994 7777

20 December 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 - Breville Group Ltd (BRG)

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

Yours faithfully

Linda Matthews

Company Secretary

Melbourne Level 19, 31 Queen Street PO Box 297, Flinders Lane, Melbourne VIC 3000 Telephone [phone] Facsimile 02 9994 7777

Brisbane Level 6, 215 Adelaide Street, Brisbane QLD 4000 Telephone [phone] Facsimile 07 3136 5407

Perth Level 26, 140 St Georges Terrace, Perth WA 6000 Telephone [phone] Adelaide Level 7, Suite 714, 147 Pirie Street, Adelaide SA 5000 Telephone [phone]

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

Form 604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme

Breville Group Ltd

ACN/ARSN

90086 933 431

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

16/12/2021

onlyThe previous notice was given to the company on

19/08/2021

use

The previous notice was dated

19/08/2021

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

Present notice

Person's votes

Voting power (5)

Person's votes

Voting power (5)

Ordinary Fully Paid

7,303,405

5.26%

8,825,071

6.33%

personal

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

Nature of change (6)

Consideration given in

Class and number of

Person's votes

interest changed

relation to change (7)

securities affected

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)

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

Citicorp Nominees

Citicorp

Ordinary Fully Paid

3,003,351

3,003,351

its entities listed in

Pty Limited

Nominees Pty

securities purchased

(Ordinary Fully

Annexure 2)

Limited

and sold on market

Paid)

For

and acquired and sold

(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).

Challenger Limited (and

HSBC Custody

HSBC Custody

As above

3,474,992

3,474,992

its entities listed in

Nominees

Nominees

(Ordinary Fully

Annexure 2)

(Australia) Limited

(Australia)

Paid)

Limited

For personal use only

Challenger Limited (and	National	National	As above	778,776	778,776
its entities listed in	Nominees Limited	Nominees		(Ordinary Fully
Annexure 2)		Limited		Paid)
Challenger Limited (and	J. P. Morgan	J. P. Morgan	As above	1,567,952	1,567,952
its entities listed in	Nominees	Nominees		(Ordinary Fully
Annexure 2)	Australia Pty	Australia Pty		Paid)
	Limited	Limited

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

20/12/2021

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:

1. 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
2. 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.

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 20/12/2021

Linda Matthews

Company Secretary of Challenger Limited

only
Transactions:
Company
Name/Scheme:		Breville Group Ltd (BRG)
As at:		16/12/2021
Class of security:		Ordinary Fully Paid
use	Date of Change		Holder of relevant interest
			Challenger Limited (and its
		18/08/2021		entities listed in Annexure 2)
		18/08/2021		As above
		18/08/2021		As above
		18/08/2021		As above
		18/08/2021		As above
		18/08/2021		As above
		18/08/2021		As above
		18/08/2021		As above
personal		18/08/2021		As above
	18/08/2021		As above
	18/08/2021		As above
	19/08/2021		As above
		18/08/2021		As above
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		19/08/2021		As above
		19/08/2021		As above
For		19/08/2021		As above
	23/08/2021		As above
	23/08/2021		As above
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		23/08/2021		As above
		23/08/2021		As above

		Number of	Person's Votes
Nature of Change	Consideration	Securities	Affected
Buy	408,541	13,341	13,341
Buy	179,451	5,860	5,860
Buy	80,232	2,686	2,686
Buy	151,890	4,960	4,960
Buy	68,105	2,280	2,280
Buy	17,057	557	557
Buy	7,408	248	248
Buy	86,724	2,832	2,832
Buy	39,100	1,309	1,309
Buy	381,471	12,457	12,457
Buy	171,248	5,733	5,733
Buy	79,712	2,603	2,603
Buy	35,725	1,196	1,196
Buy	296,247	9,674	9,674
Buy	336,853	11,000	11,000
Buy	151,025	5,056	5,056
Buy	141,876	4,633	4,633
Buy	483,782	15,798	15,798
Buy	46,608	1,522	1,522
Buy	115,786	3,781	3,781
Buy	51,915	1,738	1,738
Buy	70,264	2,241	2,241
Buy	30,852	984	984
Buy	26,118	833	833
Buy	2,916	93	93
Buy	14,924	476	476
Buy	65,624	2,093	2,093
Buy	13,702	437	437
Buy	50,950	1,625	1,625
Buy	57,942	1,848	1,848
Buy	24,393	778	778
Buy	83,213	2,654	2,654
Buy	8,027	256	256
Buy	19,910	635	635
Buy	200,466	6,213	6,213
Buy	128,715	3,989	3,989
Buy	74,684	2,317	2,317
Buy	169,620	5,257	5,257
Buy	108,903	3,375	3,375
Buy	63,177	1,960	1,960
Buy	19,037	590	590
Buy	12,229	379	379
Buy	7,091	220	220
Buy	97,055	3,008	3,008
Buy	62,309	1,931	1,931
Buy	36,165	1,122	1,122
Buy	426,358	13,214	13,214
Buy	273,790	8,485	8,485
Buy	158,812	4,927	4,927
Buy	88,892	2,755	2,755

Page 1 of 5

For personal use only

				Number of	Person's Votes
Date of Change	Holder of relevant interest	Nature of Change	Consideration	Securities	Affected
23/08/2021	As above	Buy	57,081	1,769	1,769
23/08/2021	As above	Buy	33,103	1,027	1,027
23/08/2021	As above	Buy	376,443	11,667	11,667
23/08/2021	As above	Buy	241,716	7,491	7,491
23/08/2021	As above	Buy	140,214	4,350	4,350
23/08/2021	As above	Buy	129,708	4,020	4,020
23/08/2021	As above	Buy	83,282	2,581	2,581
23/08/2021	As above	Buy	48,317	1,499	1,499
24/08/2021	As above	Buy	95,033	2,949	2,949
24/08/2021	As above	Buy	80,435	2,496	2,496
24/08/2021	As above	Buy	9,023	280	280
24/08/2021	As above	Buy	46,018	1,428	1,428
24/08/2021	As above	Buy	202,054	6,270	6,270
24/08/2021	As above	Buy	42,151	1,308	1,308
24/08/2021	As above	Buy	178,465	5,538	5,538
24/08/2021	As above	Buy	61,486	1,908	1,908
25/08/2021	As above	Buy	3,095	96	96
25/08/2021	As above	Buy	2,611	81	81
25/08/2021	As above	Buy	290	9	9
25/08/2021	As above	Buy	1,483	46	46
25/08/2021	As above	Buy	6,544	203	203
25/08/2021	As above	Buy	1,354	42	42
25/08/2021	As above	Buy	5,802	180	180
25/08/2021	As above	Buy	1,999	62	62
26/08/2021	As above	Buy	28,539	890	890
26/08/2021	As above	Buy	24,146	753	753
26/08/2021	As above	Buy	2,726	85	85
26/08/2021	As above	Buy	13,820	431	431
26/08/2021	As above	Buy	60,605	1,890	1,890
26/08/2021	As above	Buy	12,666	395	395
26/08/2021	As above	Buy	53,582	1,671	1,671
26/08/2021	As above	Buy	18,470	576	576
27/08/2021	As above	Buy	24,955	775	775
27/08/2021	As above	Buy	21,091	655	655
27/08/2021	As above	Buy	2,383	74	74
27/08/2021	As above	Buy	12,075	375	375
27/08/2021	As above	Buy	53,034	1,647	1,647
27/08/2021	As above	Buy	11,077	344	344
27/08/2021	As above	Buy	46,851	1,455	1,455
27/08/2021	As above	Buy	16,132	501	501
30/08/2021	As above	Buy	188,698	5,919	5,919
30/08/2021	As above	Buy	80,879	2,531	2,531
30/08/2021	As above	Buy	85,422	2,663	2,663
30/08/2021	As above	Buy	158,380	4,968	4,968
30/08/2021	As above	Buy	67,873	2,124	2,124
30/08/2021	As above	Buy	71,693	2,235	2,235
30/08/2021	As above	Buy	18,522	581	581
30/08/2021	As above	Buy	7,925	248	248
30/08/2021	As above	Buy	8,404	262	262
30/08/2021	As above	Buy	90,986	2,854	2,854
30/08/2021	As above	Buy	38,986	1,220	1,220
30/08/2021	As above	Buy	41,188	1,284	1,284
30/08/2021	As above	Buy	400,955	12,577	12,577
30/08/2021	As above	Buy	171,792	5,376	5,376
30/08/2021	As above	Buy	181,591	5,661	5,661
30/08/2021	As above	Buy	84,227	2,642	2,642
30/08/2021	As above	Buy	36,110	1,130	1,130
30/08/2021	As above	Buy	38,140	1,189	1,189
30/08/2021	As above	Buy	353,804	11,098	11,098
30/08/2021	As above	Buy	151,596	4,744	4,744
30/08/2021	As above	Buy	160,195	4,994	4,994
30/08/2021	As above	Buy	121,303	3,805	3,805
30/08/2021	As above	Buy	51,991	1,627	1,627
30/08/2021	As above	Buy	54,917	1,712	1,712
31/08/2021	As above	Buy	107,057	3,330	3,330
31/08/2021	As above	Buy	8,327	259	259
31/08/2021	As above	Buy	43,723	1,360	1,360
31/08/2021	As above	Buy	199,935	6,219	6,219

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