CHALLENGER LIMITED - Director's Dealing 2019

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Sydney

Level 2, 5 Martin Place Sydney NSW 2000 Australia GPO Box 3698 Sydney NSW 2001 www.challenger.com.au

Telephone 02 9994 7000 Facsimile 02 9994 7777

16 September 2019

Mr George Tharian Senior Adviser, Listings Compliance ASX Exchange Centre 20 Bridge Street Sydney, NSW 2000

Dear George,

Appendix 3Y – Change of Director’s Interest

Attached is an Appendix 3Y for Mr Richard Howes, Challenger’s Chief Executive Officer, for the award of Deferred Performance Rights (i.e. STI bonus) for the year ended 30 June 2019.

Yours sincerely,

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Andrew Brown 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 26, 140 St Georges Terrace, Perth WA 6000 Telephone 08 6466 9613 Adelaide Level 7, Suite 714, 147 Pirie Street, Adelaide SA 5000 Telephone 08 8427 9511

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 Challenger Investment Partners 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 Challenger Investment Solutions Management Pty Ltd ABN 63 130 035 353 AFSL 487354

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Appendix 3Y Change of Director’s Interest Notice

7Rule 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.

Name of Director	Richard Howes
Date of last notice	9 September 2019

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 relevant interest.	Investments in financial products issued by related bodies corporate of Challenger Limited: • Guaranteed Annuity issued by Challenger Life Company Limited for his spouse, Mrs Melissa Howes. • $5,102,019.76 of units in certain registered managed investment schemes issued by Fidante Partners Limited (5,149,391 units) held by the Howes Family Trust.
Date of change	9 September 2019

See chapter 19 for defined terms.

Appendix 3Y Page 1

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	561,478 ordinary shares Investments in financial products issued by related bodies corporate of Challenger Limited: • $2,500,000 of Guaranteed Annuities issued by Challenger Life Company Limited (including an annuity for his spouse, Mrs Melissa Howes); and • $5,102,019.76 of units in certain registered managed investment schemes issued by Fidante Partners Limited (5,149,391 units) held by the Howes Family Trust.
Class	Ordinary shares
Number acquired	N/A
Number disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	N/A
No. of securities held after change	561,478 ordinary shares Investments in financial products issued by related bodies corporate of Challenger Limited: • $2,500,000 of Guaranteed Annuities issued by Challenger Life Company Limited (including an annuity for his spouse, Mrs Melissa Howes); and • $5,102,019.76 of units in certain registered managed investment schemes issued by Fidante Partners Limited (5,149,391 units) held by the Howes Family Trust.
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	N/A

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.

See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Detail of contract	As previously disclosed, Mr Howes held 780,251 Performance Rights under the Challenger Performance Plan comprising: • 101,381 Deferred Performance Rights; and • 678,870 Hurdled Performance Rights.
Nature of interest	N/A
Name of registered holder (if issued securities)	N/A
Date of change	Grant of 2019 Deferred Performance Rights on 9 September 2019.
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	N/A
Interest acquired	94,220 Deferred Performance Rights
Interest disposed	N/A
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation
Interest after change	874,471 Performance Rights comprising: • 195,601 Deferred Performance Rights; and • 678,870 Hurdled Performance Rights.

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

See chapter 19 for defined terms.

Appendix 3Y Page 3

01/01/2011

AI assistant

CHALLENGER LIMITED Director's Dealing 2019

64641_rns_2019-09-15_cd3cdaf3-f498-4799-a102-3398b65ba7d4.pdf

Sydney

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 2019

64641_rns_2019-09-15_cd3cdaf3-f498-4799-a102-3398b65ba7d4.pdf

Sydney

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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