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CHALLENGER LIMITED

EXTRAORDINARY GENERAL MEETING - CHAIRMAN’S ADDRESS 28 FEBRUARY 2012

3:30 PM

WESLEY CENTRE, 220 PITT STREET, SYDNEY 2000

Chairman’s Address

Good afternoon ladies and gentlemen,

My name is Peter Polson and I am Chairman of your Company, Challenger Limited. On behalf of the Board and management I’d like to welcome you to the Extraordinary General Meeting.

Today’s meeting will be governed by the constitution of Challenger Limited and the Corporations Act.

Before we move to the business of the meeting I would to provide you with a short update on how your Company has been tracking. On Monday last week we reported our interim results for 2012.

Our Normalised NPAT was up 5% on the prior corresponding period driven by increases in AUM across both our businesses. However, the widening of credit spreads which peaked late last year created negative investment experience for the period which negatively impacted our statutory result, which was $20m for the half.

Earnings per share were flat at 25.3 cents per share, with increased earnings being diluted by the issue of shares. These shares were issued as a result of the early exercise of 60m options originally granted in 2003.

Our expenses have been relatively flat with our cost to income ratio steady at 37%. Importantly we have maintained this ratio while expanding our distribution force, research capability and conducting a broad based advertising campaign.

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Our interim dividend of 7.5 cents per share is unfranked, which is up 7% on prior corresponding period and will be paid on the 30[th] of March.

Finally we increased guidance for our FY12 Normalised COE to $435m, which is a 9% increase on our FY11 actual result; and increased our Life retail sales growth expectations from 25% to 30%.

In summary, we reported a strong result over a period of continued market turbulence and volatility. We are committed to our focus on the retirement income sector and this is core to your Company’s strategy going forward.

The reason for our meeting today is to approve the Remuneration arrangements for our new CEO Brian Benari who was appointed on 17 February 2012, in so far as they may provide retirement benefits as defined in the Corporations Act.

Brian succeeded CEO Dominic Stevens and I would like to reiterate the comments I made regarding Dominic at our AGM, thanking him for his material contribution during his tenure as CEO.

Whilst it is hard to lose someone of Dominic’s calibre, it is pleasing to have a deep talent pool which allows for a seamless internal succession.

Brian Benari has a proven track record at Challenger. He has been involved in corporate strategy and operations over the last nine years, having been Chief Executive of our highly profitable Mortgage Management division for more than five years prior and, more recently, Group CFO and COO for the last three years.

When considering Brian’s remuneration package, your Board sought to design a structure which achieved the appropriate retention and performance based incentives that would align Brian’s interests with those of shareholders. Your Board examined the individual components and totality of Brian’s package and as part of that examination we sought advice from KPMG on the reasonableness of the remuneration package.

In addition, last week, following feedback from shareholders, shareholder representative groups and proxy advisory groups, we have come to an agreement with Brian to amend the clause in his contract relating to vesting arrangements in the event of termination for a Material Change.

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This was outlined in the Addendum to the Notice Meeting of meeting sent to all shareholders last Tuesday.

Based on the advice that your Board has received, and its own evaluation, the Board (excluding Brian) have concluded that the totality of Brian’s remuneration package, including the benefits which may be payable to him on retirement, is reasonable and appropriate.

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