CHALLENGER LIMITED - Director's Dealing 2014

Sydney

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Level 15, 255 Pitt Street Sydney NSW 2000 Australia GPO Box 3698 Sydney NSW 2001 www.challenger.com.au Telephone 02 9994 7000 Facsimile 02 9994 7777

8 September 2014

Ms Stephanie So Senior Adviser, Listings Compliance ASX Compliance Pty Ltd Exchange Centre Level 6, 20 Bridge Street Sydney, NSW 2000

Dear Stephanie,

Appendix 3Y – Change of Director’s Interest

Attached is an Appendix 3Y for Mr Brian Benari, Chief Executive Officer, for the shares transferred to Mr Benari relating to the vesting of tranches of the 2012 and 2013 Deferred Performance Rights and tranches of the 2011 Hurdled Performance Rights resulting from the satisfaction of relevant performance hurdles.

Yours sincerely,

Michael Vardanega Company Secretary

Melbourne Level 19, 31 Queen Street PO Box 297, Flinders Lane, Melbourne VIC 3000 Telephone 02 9994 7000 Facsimile 02 9994 7777 Brisbane Level 9, 241 Adelaide Street GPO Box 3234, Brisbane QLD 4001 Telephone 07 3136 5400 Facsimile 07 3136 5407 Perth Level 5, 50 Georges Terrace, Perth WA 6000 Telephone 08 9261 7412 Facsimile 08 9321 5277 Adelaide Level 7, Suite 714, 147 Pirie Street Adelaide SA 5000 Telephone 08 7071 7042 Facsimile 08 8227 0395

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 Howard Commercial Lending Limited ABN 65 000 033 143 Challenger Listed Investments Limited ABN 94 055 293 644 AFSL 236 887 Challenger Management Services 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

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Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

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 30/09/01 Amended 01/01/11

Name of entity	Challenger Limited
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.

We (the entity) give ASX the followingthe director for the purposes of section	information under listing rule 3.19A.2 and as agent for205G of the Corporations Act.
Name of Director	Brian Benari
Date of last notice	24 February 2014

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 and Indirect
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Indirect held via Benari SuperannuationFund
Date of change	2 September 2014
No. of securities held prior to change	650,000 shares350,000 shares (Benari SuperannuationFund)
Class	Ordinary shares
Number acquired	640,663 resulting from the vesting ofDeferredPerformanceRightsandHurdled Performance Rights.
Number disposed	n/a
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	$7.79 per share

See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change	1,290,663 shares350,000 shares (Benari SuperannuationFund).
Nature of changeExample: on-market trade, off-market trade, exercise of options,issue of securities under dividend reinvestment plan, participation inbuy-back	Vesting of a portion of the 2012 and2013 Deferred Performance Rights and2011HurdledPerformanceRightspursuanttotheChallengerPerformance Plan Rules.

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	Aspreviouslydisclosed,MrBenariheld3,024,838PerformanceRightsundertheChallenger Performance Plan comprising:•473,170 Deferred Performance Rights;and•2,551,668 Hurdled Performance Rights.
Nature of interest	n/a
Name of registered holder(if issued securities)	n/a
Date of change	2 September 2014
No. and class of securities towhich interest related prior tochangeNote: Details are only required for a contract inrelation to which the interest has changed	n/a
Interest acquired	n/a
Interest disposed	640,663 resulting from vesting of a portion ofthe 2012 and 2013 Deferred Performance Rightsand the 2011 Hurdled Performance Rights.
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	7.79 per share

See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Interest after change	2,384,175 Performance Rights comprising:•232,507 Deferred Performance Rights;and•2,151,668 Hurdled Performance Rights.

Part 3 –[+] Closed period

Part 3– +Closed period
Were the interests in the securities or contractsdetailed above traded during a+closed periodwhere prior written clearance was required?	no
If so, was prior written clearance provided to allowthe trade to proceed during this period?	n/a
If prior written clearance was provided, on whatdate was this provided?	n/a

See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

AI assistant

CHALLENGER LIMITED Director's Dealing 2014

64641_rns_2014-09-07_d784f682-53cf-4882-8d14-05073801d933.pdf

8 September 2014

Appendix 3Y – Change of Director’s Interest

Appendix 3Y

Change of Director’s Interest Notice

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

Part 2 – Change of director’s interests in contracts

Part 3 –[+] Closed period

AI assistant

CHALLENGER LIMITED — Director's Dealing 2014

64641_rns_2014-09-07_d784f682-53cf-4882-8d14-05073801d933.pdf

8 September 2014

Appendix 3Y – Change of Director’s Interest

Appendix 3Y

Change of Director’s Interest Notice

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

Part 2 – Change of director’s interests in contracts

Part 3 –[+] Closed period

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