Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2091, 11/3/2092, 1/1/2003.

Name of entity

Challenger Financial Services Group Limited

ABN

85 106 842 371

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

$\mathbbm{1}$ ⁺Class of $\pm$ securities issued or to be issued

Ordinary Shares

1,800,000

• $\boldsymbol{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms of the ⁺securities (eg, 3 if options, exercise price and expiry date; if partly paid "securities, the amount outstanding and due dates payment; if +convertible for securities, the conversion price and dates for conversion)

Ordinary fully paid shares

• See chapter 19 for defined terms.

Do the ⁺securities rank equally in all Yes 4 respects from the date of allotment with an existing "class of quoted *securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in
relation to the next dividend, distribution or interest payment $$3.20$ 5 Issue price or consideration $6\overline{6}$ Purpose of the issue Shares issued to Participants under the (If issued as consideration for the Challenger Long Term Incentive Plan. acquisition of assets, clearly identify those assets) $\overline{\tau}$ Dates of entering "securities into 26 April 2005 uncertificated holdings or despatch of certificates ⁺Class Number $^+$ class 533,969,048 8 Number and of all Ordinary *securities quoted on ASX (including the securities in clause 2 if applicable)

• 9 Number and ⁺class of all ⁺securities not quoted on ASX (including the securities in clause 2 if applicable)
• 10 Dividend policy (in the case of a $\lceil$ trust, distribution policy) on the increased capital (interests)

Unaltered

Part 2 - Bonus issue or pro rata issue

• $11$ $\mathbf{I}\mathbf{s}$ security holder approval required?
• $12$ Is the issue renounceable or nonrenounceable?
• 13 Ratio in which the "securities will be offered
• $14$ *Class of *securities to which the offer relates
• $15$ *Record date determine $\mathfrak{g}_0$ entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• $17$ Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has 'security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be deaft with.

Cross reference: rule 7,7.

19 Closing date for receipt σf acceptances or renunciations

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

• See chapter 19 for defined terms.

l,

Appendix 3B Page $4\,$

$\hat{\boldsymbol{\beta}}$

• 32 How do *security holders dispose of their entitlements (except by sale through a broker)?
• 33 ⁺Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1 $\left( a\right)$
• $(b)$ All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employen
  incentive share securities when restriction ends, securities issued on expiry or conversion of conve

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

100,001 and over

• 35 If the *securities are *equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders
• 36 If the ⁺securities are ⁺equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000
• 37

A copy of any trust deed for the additional +securities

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

• Number of securities for which 38 *quotation is sought
• Class of 'securities for which 39 quotation is sought
• Do the *securities rank equally in all 40 respects from the date of allotment with an existing ⁺class of quoted *securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do not rank equally, other than in
  relation to the next dividend, distribution or interest payment
• $41$ Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

Number and ⁺class of all ⁺securities 42 quoted on ASX (including the securities in clause 38)

Appendix 3B Page 6

⁺ See chapter 19 for defined terms.

Ouetation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{1}$ quote the "securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those 'securities should not be granted 'quotation.
• An offer of the "securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

Note: An entity may noed to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any 'securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the 'securities to be quoted, it has been provided at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act af the time that we request that the 'securities be quoted.

⁺ See chapter 19 for defined terms.

• $\overline{3}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the 'securities begins. We acknowledge that ASX is relying on the information and documents. We warmant that they are (will be) true and complete.

/
.................................... $\cdots$ Deputy Orpany Secretary .Mr Gerard Browne....................................

Date: 27 April 2005

Print name:

Sign here:

www.www.www.www.www.

⁺ See chapter 19 for defined terms.