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INSIGNIA FINANCIAL LTD M&A Activity 2012

Aug 28, 2012

65104_rns_2012-08-28_2e38ec23-28da-4d11-a6b6-c36e81c6cb15.pdf

M&A Activity

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Plan B Group Holdings Limited ABN 36 124 951 337

Level 28 Central Park 152-158 St Georges Tce Perth Western Australia

PO Box 7008 Cloisters Square Perth WA 6850

29 August 2012

Telephone (08) 9324 6000 Facsimile (08) 9481 6148 [email protected] www.planbonline.com

Dear Shareholder,

PLAN B DIRECTORS ACCEPT IOOF OFFER IOOF RELEVANT INTEREST NOW OVER 50% OF PLAN B

I am writing to inform you of the following important developments with respect to the recommended cash takeover offer for Plan B Group Holdings Limited (“ Plan B ”) by IOOF Holdings Limited (“ IOOF ”) (the “ Offer ”):

  • All of your Plan B Directors have now ACCEPTED the Offer for all of the shares in Plan B in which they hold a relevant interest.

  • IOOF has now notified ASX that its relevant interest in the ordinary shares in Plan B has increased to 52.9 % as at 29 August 2012.

The Directors of Plan B also advise that:

  • No other offer has been made to purchase your Plan B shares as at the date of this letter and the Directors are not aware of any other party intending to make another offer in the future.

  • Plan B shares have not traded on ASX above the Offer price since the announcement of the Offer on 13 July 2012.

  • In the opinion of the Directors, Plan B’s share price may decline below current levels, at least in the short term, if the Offer lapses and no other proposal is made for Plan B.

Your Directors recommend unanimously that you ACCEPT THE OFFER WITHOUT DELAY for all of your Plan B shares in the absence of a superior proposal, if you have not already done so . The Directors’ reasons for recommending that you accept the Offer are set out in the Target’s Statement.

IOOF’s Offer is currently scheduled to close at 7pm Melbourne time on Tuesday 11 September 2012 (unless extended or withdrawn). Please contact IOOF on +61 2 9028 1054 if you require further information about how to accept the Offer. You should consider the Offer having regard to your personal circumstances and are encouraged to seek your own independent advice in relation to the Offer.

Yours sincerely,

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Bryan Taylor Chairman