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CHALLENGER LIMITED Director's Dealing 2006

Dec 18, 2006

64641_rns_2006-12-18_007b6eef-1da1-46fa-95c7-785fa6f5a60c.pdf

Director's Dealing

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Appendix 3Y

Rule 3.19A.2

Change of Director's Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 30/9/2001.

Name of entity Challenger Financial Services Group Limited
ABN 85106842371

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Michael Tilley
Date of last notice 19 December 2005

Part 1 - Change of director's relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of "notifiable interest of a director" should be disclosed in this part.

Direct or indirect interest Direct interest (registered holder)
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change 12 to 18 December 2006
No. of securities held prior to change 5,022,999
Class Ordinary shares
Number acquired 2,000,000
Number disposed
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
\$7,998,934
No. of securities held after change 7,022,999

+ See chapter 19 for defined terms.

Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back
On-market trade

Part 2 – Change of director's interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.

Detail of contract Protected Loan and Put Option Agreement with
Deutsche Bank AG dated 12 December 2006
Nature of interest Right to deliver shares under a put option on the
maturity date of the loan used to acquire the shares
Name of registered holder
(if issued securities)
Michael Tilley
Date of change 12 to 18 December 2006
No. and class of securities to
which interest related prior to
change
Note: Details are only required for a contract in relation
to which the interest has changed
$2,000,000$ ordinary shares. These are the same shares
referred to in Part 1
Interest acquired
Interest disposed Up to 2,000,000 ordinary shares
Value/Consideration
Note: If consideration is non-cash, provide details and
an estimated valuation
The balance of the loan (to acquire the shares) at the
maturity date of the loan.
Interest after change 5,022,999 ordinary shares (if the put option is fully
exercised and assuming no other acquisitions or
disposals prior to the put option being exercised)

$+$ See chapter 19 for defined terms.