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INSIGNIA FINANCIAL LTD M&A Activity 2012

Sep 3, 2012

65104_rns_2012-09-03_a4b53f99-1085-46b5-a7f3-80eaec7ceb38.pdf

M&A Activity

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Level 6, 161 Collins Street Melbourne VIC 3000 Phone 13 13 69

GPO Box 264 Melbourne VIC 3001

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4 September 2012

Company Announcements Platform

ASX Limited

Dear Sir/Madam

IOOF Holdings Limited’s takeover bid for Plan B Group Holdings Limited (“Offer”) – Notice of variation extending offer period and notice of new date for giving notice of status of conditions

This document relates to IOOF Holdings Limited’s (“ IOOF ”) bidder’s statement dated 26 July 2012 for all the shares in Plan B Group Holdings Limited (ABN 36 124 951 337) (“ Plan B ”).

IOOF has varied the Offer by extending the offer period from 7.00pm (Melbourne time) on 11 September 2012, to 7.00pm (Melbourne time) on 25 September 2012 (unless further extended or withdrawn). Attached are copies of the following documents relating to the extension of the Offer:

  • (a) a letter to Plan B shareholders attaching a notice of variation under section 650D of the Corporations Act 2001 extending the offer period; and

  • (b) notice of the new date for giving notice of the status of defeating conditions under section 630(2) of the Corporations Act 2001.

A copy of the notice of variation was today lodged with the Australian Securities and Investments Commission and has been given to Plan B and each person to whom the Offer was made.

Yours sincerely

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Danielle Corcoran Company Secretary

IOOF Holdings Limited ABN 49 100 103 722 www.ioof.com.au

Level 6, 161 Collins Street Melbourne VIC 3000 Phone 13 13 69

GPO Box 264 Melbourne VIC 3001

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4 September 2012

Dear Plan B shareholder

IOOF Holdings Limited’s takeover bid for Plan B Group Holdings Limited – extension of offer period

We are writing to advise you that IOOF Holdings Limited (“I OOF ”) has extended the offer period in relation to its offer to acquire all of your shares in Plan B Group Holdings Limited (“ Offer ”). The Offer is now scheduled to close at 7:00pm (Melbourne time) on Tuesday, 25 September 2012.

A formal notice of the variation as required by the Corporations Act is attached.

As at 2.00pm on 3 September 2012, IOOF had a relevant interest in the total issued share capital of Plan B Group Holdings Limited of 58.240%.

Full details of how to accept the Offer can be found in Appendix 1 of the bidder’s statement dated 26 July 2012.

If you have any queries, or if you require assistance with your acceptance of the Offer, please call (+61 2) 9028 1054 between 8:30am and 5:30pm (Melbourne time) on business days. Alternatively, please email Melinda Hofman at [email protected]

Yours sincerely

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Danielle Corcoran

Company Secretary

IOOF Holdings Limited ABN 49 100 103 722 www.ioof.com.au

IOOF HOLDINGS LIMITED

ABN 49 100 103 722

NOTICE OF VARIATION EXTENDING OFFER PERIOD

TO: Plan B Group Holdings Limited (ABN 36 124 951 337)

Australian Securities and Investments Commission (“ ASIC ”)

ASX Limited (“ ASX ”)

Each person to whom an offer was made (“ Offer ”) pursuant to the Bidder’s Statement dated 26 July 2012 (“ Bidder’s Statement ”) by IOOF Holdings Limited (ABN 49 100 103 722) (“ IOOF ”).

IOOF gives notice under section 650D of the Corporations Act 2001 (Cwlth) (“ Corporations Act ”) that it varies the Offer by extending the Offer Period (as described in the Bidder’s Statement) so as to change the close of the Offer Period from 7.00pm (Melbourne time) on 11 September 2012, to 7.00pm (Melbourne time) on 25 September 2012 (unless further extended or withdrawn).

The new date for giving notice under section 630 of the Corporations Act of the status of the conditions set out in Appendix 2 of the Bidder’s Statement is 18 September 2012.

Unless the context requires otherwise, defined terms in the Bidder’s Statement have the same meaning in this notice.

A copy of this notice was lodged with ASIC on 4 September 2012. ASIC takes no responsibility for the contents of this notice.

This notice is dated 4 September 2012.

Signed on behalf of IOOF Holdings Limited (ABN 49 100 103 722).

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Dr Roger Sexton Director

Christopher Kelaher Director

2

IOOF HOLDINGS LIMITED

ABN 49 100 103 722

NEW DATE FOR GIVING NOTICE OF STATUS OF CONDITIONS

TO: Plan B Group Holdings Limited (ABN 36 124 951 337) (“ Plan B

AND TO: ASX Limited

IOOF Holdings Limited (“ IOOF ”) gives notice under section 630(2) of the Corporations Act 2001 (Cwlth) (“ Corporations Act ”) in relation to the offer dated 9 August 2012 (“ Offer ”) under the takeover bid by IOOF for all of the shares in Plan B as set out in the Bidder’s Statement dated 26 July 2012.

The date for giving notice on the status of the conditions set out in Appendix 2 of the Bidder’s Statement pursuant to section 630(3) of the Corporations Act has been postponed by operation of section 630(2) of the Corporations Act. The new date for giving a notice on the status of those conditions is 18 September 2012.

As at the date of this notice:

  • (a) as stated in the Notice of Fulfilment of Condition under section 630(4) of the Corporations Act dated 23 August 2012, the condition in paragraph (k) of Appendix 2 of the Bidder’s Statement (relating to the Bank of Western Australia Ltd waiver) has been fulfilled and, accordingly, the Offer is now free of that condition; and

  • (b) so far as IOOF knows, none of the other conditions to the Offer set out in Appendix 2 of the Bidder’s Statement have been fulfilled or waived and, accordingly, the Offer remains subject to those conditions.

Unless the context requires otherwise, defined terms in this notice have the same meaning as in the Bidder’s Statement.

Dated: 4 September 2012

Signed on behalf of IOOF Holdings Limited (ABN 49 100 103 722).

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Dr Roger Sexton Director