ALLEN & OVERY

FOR IMMEDIATE RELEASE TO THE MARKET

Market Announcements Platform ASX Limited 20 Bridge Street SYDNEY NSW 2000

Allen & Overy Level 25 85 Castlereagh Street Sydney NSW 2000 Australia

PO Box A2498 Sydney South NSW 1235 Australia

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+61 (0)2 9373 7700 +61 (0)2 9373 7710

Our ref /0119994-0000002 AU:8908186.1

29 November 2017

Dear Sir/Madam

Challenger Limited - Notice of change of interests of substantial holder

We act for MS&AD Insurance Group Holdings, Inc (MS&AD).

On behalf of MS&AD, in accordance with section 671B of the Corporations Act 2001 (Cth), we attach a "Form 604 – Notice of change of interests of substantial holder" in respect of Challenger Limited.

Yours faithfully

Michael Pai Partner

Keegan Lopez Lawyer

Encl

Allen & Overy is affiliated with Allen & Overy LLP, a limited liability partnership registered in England and Wales with registered office at One Bishops Square London E1 6AD. Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Bangkok, Barcelona, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hanoi, Ho Chi Minh City, Hong Kong, Istanbul, Jakarta (associated office), Johannesburg,
London, Luxembourg, Madrid, Milan, Moscow, Mu Warsaw, Washington, D.C. and Yangon.

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:

6. 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:

7. Addresses

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

Signature

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• 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. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) $(a)$ applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this 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 $(b)$ disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification 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 $(7)$ 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, 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 $(8)$ "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

Annexure A

This is Annexure A of 3 pages (including this page) referred to in the accompanying form 604 notice of change of interests of substantial holder lodged
by MS&AD Insurance Group Holdings, Inc (MS&AD) (and its controlled ent

Signature

Note: The annexure must be signed by the same person(s) who signed the form.

The following persons are substantial holders by virtue of being associates of each other pursuant to section 12(2)(a) of the Corporations Act:

Annexure B

This is Annexure B of 2 pages (including this page) referred to in the accompanying form 604 notice of change of interests of substantial holder lodged
by MS&AD Insurance Group Holdings, Inc (MS&AD) (and its controlled ent

Signature

ò,

Note: The annexure must be signed by the same person(s) who signed the form.