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CHALLENGER LIMITED Director's Dealing 2008

Sep 24, 2008

64641_rns_2008-09-24_a36dbf7a-9fd4-46f5-9255-a54f85d39fff.pdf

Director's Dealing

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Sydney

Level 15, 255 Piff Street Sydney NSW 2000 Australia GPO Box 3698 Sydney NSW 2001 www.challenger.com.au

Telephone 02 9994 7000 Facsimile 02 9994 7777

25 September 2008

Mr Ben Wacher Adviser Issuers Australian Securities Exchange Exchange Centre 20 Bridge Street SYDNEY NSW 2000

Dear Mr Wacher.

Challenger Financial Services Group Limited Appendix 3Y

I enclose the Appendix 3Y in respect of Mr Dominic Stevens regarding a change of interest in a contract to a relevant interest in shares and regarding an issue of Performance Rights pursuant to the Challenger Performance Plan.

I note that the change of interest in a contract arose on 15 September 2008 and hence is being lodged 3 days outside of the period specified in the Listing Rules. The reason for this late lodgement is that internal management procedures failed to pick up the Appendix 3Y lodgement obligations on automatic vesting of Challenger Performance Plan Performance Rights and the consequent issue of shares. The Company has arrangements in place with its directors through contracts which ensure that disclosure obligations are met under the listing rules. This notifiable change of interest did not arise from any failure to act by a director. The Company's management and compliance procedures have been rectified so that processes capture lodgement obligations on vesting of Performance Rights.

Yours Sincerely

M2C

Chris Robson General Counsel and Group Company Secretary Challenger Financial Service Group Limited

Melbourne Level 10, 101 Collins Street PO Box 297, Flinders Lane, Melbourne VIC 3000 Telephone 03 8616 1800 Facsimile 03 8616 1899 Level 9. CUA Building 175 Eagle Street GPO Box 3234. Brisbane QLD 4001 Telephone 07 3218 8000 Facsimile 07 3220 3132
Level 3. 55 St Georges Terrace PO Box Z5065, St Georges Terrace, Perth WA 6831 Telephone 08 9223 7800 Fac Brisbane Perth Adelaide

Challenger Financial Services Group Limited ABN 85 106 842 371 Challenger Group Services Pty Limited ABN 91 085 657 307 Challenger Life No.2 Limited ABN 44 072 486 938 AFSL 234670 Challenger Commercial Lending Limited ABN 65 000 033 143 Challenger Managed Investments Limited ABN 94 002 835 592 AFSL 234668 RSE Licence No. L0002967 Challenger Listed Investments Limited ABN 94 055 293 644 AFSL 236 887 CIF Investment Trust 1 ARSN 114 139 703 CIF Investment Trust 2 ARSN 114 139 632 Challenger Wine Trust ARSN 092 960 060 Challenger Diversified Property Trust 1 ARSN 121 484 606 Challenger Diversified Property Trust 2 ARSN 121 484 713 Challenger Kenedix Japan Trust ARSN 124 068 971 Challenger Management Services Limited ABN 29-092-382-842. AFSL 234-678
Challenger Kenedix Japan Trust ARSN 124 068 971 Challenger Management Services Limited ABN 29-092-382-

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 (Challenger)
ABN 85 106 842 371

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 Dominic Stevens
Date of last notice 3 September 2008

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
Nature of indirect interest
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
N/A
Date of change 15 September 2008
No. of securities held prior to change 5,700,000 ordinary shares
1,900,000 options
2,000,000 ordinary shares held by Deutsche
Bank AG as previously disclosed
Class ordinary
Number acquired 82,655
Number disposed nil
Value/Consideration
Note: If consideration is non-cash, provide details and estimated
valuation
Nil. The performance rights were granted on
15 September 2007 in satisfaction of the
compulsorily
deferred
component
of
Mr
Steven's discretionary performance bonus.
No. of securities held after change 5,782,655 ordinary shares
1,900,000 options
2,000,000 ordinary shares held by Deutsche
Bank AG as previously disclosed
Nature of change
Example: on-market trade, off-market trade, exercise of options, issue of
securities under dividend reinvestment plan, participation in buy-back
Previously issued performance rights have
vested and shares were transferred to Mr
Stevens in accordance with Plan Rules,
including the shares being subject to a
holding lock.
------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 Offer letter dated 15 September 2008 from Challenger
to
Mr
Stevens
in
connection
with
the
grant
of
performance rights under the Challenger Performance
Plan (Offer Letter), as accepted by Mr Stevens on 19
September 2008. The performance rights are granted in
satisfaction of the compulsorily deferred component of
Mr Steven's discretionary performance bonus from
Challenger payable on 15 September 2008.
Nature of interest The performance rights will vest over a two year period
subject to Mr Steven's continued employment with
Challenger.
Vesting of one half of the performance
rights will occur on each of the first and second
anniversary of 15 September 2008, subject to Mr
Steven's continued employment with Challenger on
each of those anniversaries.
Each performance right will be satisfied by the transfer
of one ordinary Challenger share within 30 days of
vesting.
Name of registered holder
(if issued securities)
Not applicable.
Date of change 19 September 2008.
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
Previously held 283,901 performance rights
Interest acquired 567,555 performance rights.
Interest disposed 82,655 (Disposal by way of vesting of performance
rights. Refer Part 1 above)
Value/Consideration
Note: If consideration is non-cash, provide details and
an estimated valuation
\$1,600,000.
Interest after change 768,801 performance rights.

+ See chapter 19 for defined terms.