Consolidated Press Holdings Limited

(A.C.N 008 394 509) Postal Address GPO Box 4088 Sydney NSW 1028
AUSTRALIA Telephone: (612) 9282 8000 Facsimile: (612) 9267 2150

Level 3, 54-58 Park Street Sydney NSW 1028

FACSIMILE

THE MANAGER TO: ASX ANNOUNCEMENTS

BOB DAVIS FROM:

1900 999 279 FAX NO.:

27^TH FEBRUARY, 2004 DATE:

CHALLENGER FINANCIAL SERVICES GROUP LTD SUBJECT:

$\overline{7}$ No. of pages including this one:

Please telephone (612) 9282 8033 if transmission is incomplete

Dear Manager,

Following is a change in Substantial Shareholder Notice from the Consolidated Press Holdings Ltd Group relating to its investment in Challenger Financial Services Group Ltd following the company's share issue to participants in its long term incentive plan..

Yours sincerely,

R.B. Davis

Group Company Secretary

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

* Consolidated Press Holdings Ltd and each of its associates referred to in Annexure "A".

50.92 8312 2926 2 19

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

6. Addresses

The addresses of persons named in this form are as follows:

See the definition of 'associate' in section 9 of the Corporations Act 2001. $(2)$

and addresses of members is dearly set out in paragraph 6 of the form.

• See the definition of 'relevant interest' in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• include details of: $(6)$
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) any reserver agreement of one consumer security of mind in some of consumer in consumers condition. It secures
  applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person $(a)$ contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification $(b)$ applies).

See the definition of 'relevant agreement' in section 9 of the Corporations Act 2001.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, $(7)$ even if they are not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write 'unknown'.
• $(8)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

$(9)$

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