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CHALLENGER LIMITED Director's Dealing 2014

Sep 21, 2014

Director's Dealing

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Name of Director	Brian Benari
Date of last notice	8 September 2014

Direct or indirect interest	Direct and Indirect
Nature of indirect interest	Indirect heldvia Benari Superannuation
(including registered holder)	Fund
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change	16 September 2014 (vesting)
	17 - 22 September 2014 (sale)
No. of securities held prior to change	1,640,663shares(including350,000
	shares held by Benari Superannuation
	Fund)
Class	Ordinary shares
Number acquired	268,334,resultingfromvestingand
	allocation of 2010 Hurdled Performance
	Rights.
Number disposed	908,997 sale of shares received as a
	result of recent vesting of 2010, 2011,
	2012 and 2013 Performance Rights.
Value/Consideration	$7.55 per share (vesting)
Note: If consideration is non-cash, provide details and estimatedvaluation	$7.22per share (sale)

No. of securities held after change	1,000,000shares(including350,000
	shares held by Benari Superannuation
	Fund).
Nature of change	Vesting and allocation of a portion of
Example: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	the 2010 Hurdled Performance Rightspursuant to the Challenger Performance
	Plan Rules and sale of 908,997 shares
	receivedasaresultoftherecent
	vesting of 2010, 2011, 2012 and 2013
	Performance Rights.

Detail of contract	As	previouslydisclosed,MrBenariheld
	2,384,175PerformanceRightsunderthe
	Challenger Performance Plan comprising:
		•232,507DeferredPerformanceRights;
		and
		•2,151,668 Hurdled Performance Rights.
Nature of interest	n/a
Name of registered holder	n/a
(if issued securities)
Date of change	16	September2014(grantofPerformance
	Rights)
	16	September 2014 (vesting and allocation of
	Performance Rights)
No. and class of securities to	n/a
which interest related prior to
change
Note:Details are only required for a contract in
relation to which the interest has changed
Interest acquired
	625,179 Performance Rights comprising:
		•206,090DeferredPerformanceRights
		vesting over one to three years; and
		•419,089HurdledPerformanceRights
		vesting over three to five years.
Interestdisposed	268,334 resulting from the vesting and allocation
	of 2010 Hurdled Performance Rights pursuant to
	the	Challenger Performance Plan Rules.

Value/Consideration	n/a (grant)
Note:If consideration is non-cash, provide details
and an estimated valuation	$7.55 (vesting)
Interest after change	2,741,020 Performance Rights comprising:
	•438,597DeferredPerformanceRights;
	and
	•2,302,423 Hurdled Performance Rights.
Part3 —+Closed period
Werethe interests in the securities or contracts		no
detailed above traded during	a+closed period
where prior written clearance was required?
If so, was prior written clearance provided to		n/a
allow the trade to proceed during this period?
If prior written clearance was	provided, on what	n/a
date was this provided?