INSIGNIA FINANCIAL LTD — M&A Activity 2012

Aug 8, 2012

Plan B Group Holdings Limited ABN 36 124 951 337

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9 August 2012

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

PO Box 7008 Cloisters Square Perth WA 6850

Telephone (08) 9324 6000 Facsimile (08) 9481 6148 planb@planbonline.com www.planbonline.com

ASX Limited Company Announcements Platform

Dear Sir or Madam

IOOF Holdings – Takeover bid for Plan B Group Holdings Limited

We enclose, in accordance with section 633(1) item 14 of the Corporations Act, a copy of the Target‘s statement in relation to IOOF Holdings Limited’s (ABN 49 100 103 722) off-market takeover bid for the shares in Plan B Group Holdings Limited.

The Target’s Statement was lodged with the Australian Securities & Investments Commission earlier today.

Yours sincerely

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Grant Nelles Company Secretary

1 | P a g e

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

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PLAN B GROUP HOLDINGS LIMITED ABN 36 124 951 337 DATED 9 AUGUST 2012

TARGET’S STATEMENT

YOUR DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU ACCEPT

IOOF’S OFFER OF $0.60* PER SHARE IN THE ABSENCE OF A SUPERIOR PROPOSAL

*IF A DIVIDEND OF UP TO $0.03 PER SHARE IS PAID TO SHAREHOLDERS BY PLAN B, THE OFFER PRICE WILL BE REDUCED BY THE AMOUNT OF THE DIVIDEND

TARGET’S STATEMENT OF PLAN B GROUP HOLDINGS LIMITED IN RESPONSE TO THE OFF-MARKET TAKEOVER BID BY IOOF HOLDINGS LIMITED ABN 49 100 103 722 FOR ALL OF THE SHARES IN PLAN B GROUP HOLDINGS LIMITED

IF YOU ARE IN ANY DOUBT AS TO HOW TO DEAL WITH THIS DOCUMENT, PLEASE CONSULT YOUR STOCKBROKER, LEGAL OR OTHER PROFESSIONAL ADVISER IMMEDIATELY.

FINANCIAL ADVISERS LEGAL ADVISER F I R S T C I T Y corporate advisory services

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IMPORTANT NOTICES

NATURE OF THIS DOCUMENT

This is the Target’s Statement dated 9 August 2012 given by Plan B Group Holdings Limited (Plan B) in response to the Bidder’s Statement dated 26 July 2012 issued by IOOF Holdings Limited (IOOF).

ASIC DISCLAIMER

A copy of this Target’s Statement was lodged with ASIC on 9 August 2012. Neither ASIC nor any of its officers takes any responsibility for the contents of this Target’s Statement.

ASX DISCLAIMER

A copy of this Target’s Statement was provided to ASX on 9 August 2012. Neither ASX nor any of its officers takes any responsibility for the contents of this Target’s Statement.

DEFINED TERMS

Terms used in this Target’s Statement are defined in Section 9 below.

NO INVESTMENT ADVICE

The information contained in this Target’s Statement does not constitute financial product advice. This Target’s Statement has been prepared without considering your particular investment objectives, financial situation, taxation position or needs. You should read this Target’s Statement in full before making any investment decision and any decision relating to IOOF’s Offer. If you are in doubt in relation to these decisions you should consult your investment, financial, taxation or other professional adviser.

Those forward-looking statements are predictions and are subject to inherent uncertainties in that they may be affected by a variety of known and unknown risks, variables and factors which could cause actual values or results, performance or achievements to differ materially from implied values or anticipated results, performance or achievements expressed or implied in those forward-looking statements. These risks, variables and factors include matters specific to the industry in which Plan B operates, as well as general economic conditions, financial market conditions and legislative, fiscal or regulatory developments.

None of Plan B, any of its officers, any person named in this Target’s Statement with their consent or any person involved in the preparation of this Target’s Statement makes any representation or warranty (express or implied) or gives any other assurance that the implied values or anticipated results, performance or achievements expressed or implied in forward-looking statements in this Target’s Statement will be achieved or as to the accuracy or likelihood of fulfilment of any forward-looking statement.

The forward-looking statements in this Target’s Statement reflect views held as at the date of this Target’s Statement.

ROUNDING

Certain financial figures in this Target’s Statement have been rounded as applicable, unless otherwise stated. Such figures should be considered as approximate figures. Any discrepancies in any table between totals and sums of amounts listed, or against previously published financial figures, are due to rounding.

DISCLAIMER REGARDING FORWARDLOOKING STATEMENTS

This Target’s Statement contains statements in the nature of forward-looking statements. All statements other than statements of historical fact are forward-looking statements.

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HOW TO ACCEPT THE OFFER

YOUR DIRECTORS RECOMMEND THAT YOU ACCEPT THE OFFER IN THE ABSENCE OF A SUPERIOR PROPOSAL

You should read this Target’s Statement and IOOF’s Bidder’s Statement before making a decision on whether to accept the Offer.

There are several ways to accept the Offer:

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For Issuer Sponsored If your Plan B Shares are held on Plan B’s issuer sponsored sub register (indicated by an
Holdings of Plan B Shares “I” next to your holder number on the Acceptance Form), to accept the Offer you must
complete and sign the Acceptance Form and return it so it is received at the address
indicated on the form before the end of the Offer Period.
For CHESS Holdings of If your Plan B Shares are in a CHESS Holding (indicated by an “X” next to your holder
Plan B Shares number on the Acceptance Form), you may accept the Offer by doing any of the following:
• Completing, signing and returning the Acceptance Form to the address indicated
on the form so that your acceptance is received before 7pm (Melbourne time) on
the second-last day of the Offer Period. This will authorise IOOF to instruct your
Controlling Participant to initiate acceptance of the Offer on your behalf.
OR
• Instructing your Controlling Participant (for example, your broker) to accept the Offer
on your behalf before the end of the Offer Period.
OR
• Completing, signing and sending the Acceptance Form directly to your Controlling
Participant in sufficient time for the Offer to be accepted before the end of the Offer
Period with instructions to initiate acceptance of the Offer on your behalf before the
end of the Offer Period.
For Controlling Participants If you are a broker or another Controlling Participant, acceptance of the Offer must be
initiated in accordance with rule 14.14 of the ASX Settlement Operating Rules before the
end of the Offer Period.
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To accept the Offer for your Plan B Shares validly, your acceptance must be received by IOOF before 7pm (Melbourne time) on 11 September 2012 , unless the Offer is extended or withdrawn by IOOF.

Full details on how to accept the Offer are set out in Section 1 of the Bidder’s Statement and the Acceptance Form.

If you have any questions on how to accept the Offer, you may call IOOF on (02) 9028 1054 ( +61 2 9028 1054 for callers from outside Australia) between 8:30am and 5:30pm (Melbourne time) on Business Days. Alternatively, you may email Melinda Hofman at Melinda.Hofman@ioof.com.au

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KEY DATES & SHARE REGISTRY

KEY DATES

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Announcement Date 13 July 2012
Date of Offer 9 August 2012
Date of this Target’s Statement 9 August 2012
Offer closes (unless extended or withdrawn) 7pm (Melbourne time) on 11 September 2012
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SHARE REGISTRY FOR THE OFFER

Computershare Investor Services Pty Limited GPO Box 52 Melbourne Vic 3001

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CONTENTS

CHAIRMAN’S LETTER	6
SECTION 1 – WHY YOU SHOULD ACCEPT THE OFFER	7
SECTION 2 – QUESTIONS & ANSWERS	11
SECTION 3 – DIRECTORS’ RECOMMENDATIONS	17
SECTION 4 – SUMMARY OF THE OFFER	19
SECTION 5 – OTHER IMPORTANT CONSIDERATIONS FOR PLAN B SHAREHOLDERS	23
SECTION 6 – INFORMATION ABOUT PLAN B	28
SECTION 7 – INTERESTS OF THE DIRECTORS	30
SECTION 8 – ADDITIONAL INFORMATION	31
SECTION 9 – DEFINITIONS AND INTERPRETATION	33
CORPORATE DIRECTORY	35

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CHAIRMAN’S LETTER

Dear Shareholder,

On 13 July 2012, we announced that IOOF Holdings Limited (IOOF) would make an offer to acquire 100% of the fully paid ordinary shares in Plan B Group Holdings Limited (Plan B) via an off-market takeover.

IOOF is offering $0.60 cash (Offer Price) for each of your fully paid ordinary shares in Plan B (Shares) . The Plan B Board may determine, before the Offer is declared unconditional, that a fully franked dividend of up to $0.03 per Share (Dividend) will be paid to Shareholders. If a Dividend is declared and subsequently paid to Shareholders by Plan B, the Offer Price will be reduced by the per Share cash amount of the Dividend.

Your Directors unanimously recommend that you ACCEPT the Offer for all of your Plan B Shares in the absence of a Superior Proposal.

The key reasons for the Directors’ recommendation are:

1. The Offer Price of $0.60 per Share represents a significant premium to recent trading prices for Shares in Plan B as follows:

2. a. a premium of 33% to the closing Share price of $0.45 per Share on the last day of trading on ASX before the Announcement Date;

3. b. a premium of 25% to the volume weighted average Share price (VWAP) in the one month period prior to the Announcement Date of $0.480 per Share; and

4. c. a premium of 14% to the three month VWAP of $0.528 per Share.

5. The Offer is a straightforward cash offer .

6. The Offer Price represents an attractive earnings multiple .

7. The Offer provides eligible Shareholders with the potential to receive the franking credits associated with any Dividend that is paid by Plan B.

8. Trading in Plan B Shares has often been relatively illiquid and the Offer provides all Shareholders with an opportunity to sell all of their Shares.

9. The Share price may decline below current levels if the Offer is unsuccessful and lapses, at least in the short term.

10. Shareholders who accept the Offer will generally not pay brokerage or other transaction costs.

11. No other offer has been made to purchase your Plan B Shares.

More detail regarding these reasons is set out in Section 1 of this Target’s Statement.

You should also be aware that all the Directors intend to ACCEPT the Offer in respect of any Shares that they or their Associates own or control, in the absence of a Superior Proposal.

Plan B and IOOF have agreed to co-operate in relation to the implementation of the Offer and have entered into a Bid Implementation Deed for this purpose. This Deed contains exclusivity and break fee provisions in favour of IOOF. These provisions are summarised in Sections 5.5 and 5.6 of this Target’s Statement.

You are encouraged to read both the Bidder’s Statement and this Target’s Statement in full and to consider the Offer having regard to your personal circumstances. The Directors encourage you to seek your own independent financial and taxation advice prior to deciding whether to accept the Offer.

The Offer is open until 7pm (Melbourne time) on

11 September 2012 (unless extended or withdrawn by IOOF) and is subject to a number of conditions, including a 90% minimum acceptance condition. To ACCEPT the Offer, please follow the instructions provided in the Bidder’s Statement and the Acceptance Form.

Yours sincerely

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Bryan Taylor

Chairman 9 August 2012

1. If IOOF obtains control and you remain a Shareholder, you could become a minority Shareholder and the market for your Shares may become significantly less liquid .

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SECTION 1 WHY YOU SHOULD ACCEPT THE OFFER

The Directors unanimously recommend that you ACCEPT the Offer by IOOF for your Plan B Shares in the absence of a Superior Proposal, for the following reasons:

1. THE OFFER PRICE OF $0.60 PER SHARE REPRESENTS A SIGNIFICANT PREMIUM TO RECENT TRADING PRICES FOR PLAN B SHARES

The Offer Price of $0.60 per Share represents a significant premium to recent trading prices for Plan B Shares as follows:

• a. a premium of 33% to the closing Share price of $0.45 per Share on the last day of trading on ASX before the Announcement Date;

• b. a premium of 25% to the volume weighted average Share price (VWAP) for the one month period prior to the Announcement Date, of $0.480 per Share; and

• c. a premium of 14% to the VWAP for the three month period prior to the Announcement Date, of $0.528 per Share.

OFFER PREMIUM

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$0.70
$0.60
$0.60
$0.50 $0.528
$0.480
$0.45
$0.40
$0.30
$0.20
$0.10
$0.00
Offer Price 3 month VWAP to 1 month VWAP to Day before
day before day before Announcement Date
Announcement Date Announcement Date
14% premium
25% premium 33% premium
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Shares in Plan B have not traded above the Offer Price since November 2010. During the 12 months preceding the Announcement Date, the highest price of Shares was $0.60 per Share on 18 April 2012 and the lowest price was $0.45 per Share on 12 and 19 January 2012 and 9 and 10 July 2012.

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SECTION 1 : WHY YOU SHOULD ACCEPT THE OFFER (CONTINUED)

PLAN B SHARE PRICE AND VOLUME - 13 JULY 2011 TO 12 JULY 2012

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5,000,000 $0.65
4,500,000
Offer Price
$0.60
4,000,000
3,500,000
$0.55
3,000,000
2,500,000 $0.50
2,000,000
$0.45
1,500,000
1,000,000
$0.40
500,000
- $0.35
Jul 11 Aug 11 Sep 11 Oct 11 Nov 11 Dec 11 Jan 12 Feb 12 Mar 12 Apr 12 May 12 Jun12
Price
Volume
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1. THE OFFER IS A STRAIGHTFORWARD CASH OFFER

If you accept the Offer and the Offer becomes unconditional, you will receive $0.60 cash for each of your Shares. If a Dividend is declared and subsequently paid to Shareholders by Plan B, the Offer Price will be reduced by the per Share cash amount of the Dividend.

IOOF’s Offer is subject to certain conditions which are explained in Section 4.3 of this Target’s Statement. These conditions include, but are not limited to:

• 90% minimum acceptance of the Offer (which will permit IOOF to compulsorily acquire all of Plan B’s issued capital);

• no material acquisitions, disposals or new commitments;

• between 13 July 2012 and the end of the Offer Period, the S&P ASX 200 Index does not fall to or below 3457.7755 (being 85% or less of the level as at the close of trading on 12 July 2012, which was 4067.9712) and remain at or below 3457.7755 for at least three Business Days, or until the last Business Day before the end of the Offer Period;

• Bank of Western Australia Limited having waived its rights to invoke change of control default clauses on any banking facilities granted to Plan B, which rights would have arisen as a result of IOOF acquiring control of Plan B pursuant to the Offer; and

• no standard prescribed occurrences.

• regulatory approvals;

• no material adverse change;

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The Directors are not aware of any matter that would result in a breach of the conditions of the Offer, or lead to the non-fulfilment of them. However, the Directors are not in a position to state whether conditions of the Offer that are outside the control of Plan B will be satisfied.

The risks associated with an investment in Plan B are discussed in more detail in Section 5.9. The Directors believe that the certainty of the cash Offer Price, without these inherent business risks and other factors which may affect Plan B’s future growth, should be seen as attractive to Shareholders.

3. THE OFFER PRICE REPRESENTS AN ATTRACTIVE EARNINGS MULTIPLE

On 14 June 2012 Plan B advised that it expected net profit after tax (before restructuring and project costs) would be approximately $3.95 million to $4.05 million for the year ended 30 June 2012.

This result represents earnings per Share (EPS) of 4.83 to 4.95 cents. At this price, the Offer Price represents a multiple of 12.1 to 12.4 times the expected EPS, which the Directors believe to be attractive.

4. THE OFFER PROVIDES ELIGIBLE

SHAREHOLDERS WITH THE POTENTIAL TO RECEIVE THE FRANKING CREDITS ASSOCIATED WITH ANY DIVIDEND THAT IS PAID BY PLAN B

Plan B may determine that a fully franked Dividend of up to $0.03 per Share will be payable, before the Offer is declared unconditional. Assuming the full $0.03 per Share Dividend is paid, the Dividend is fully franked and a Shareholder is eligible to receive the full benefit of the franking credit for tax purposes:

We recommend that you obtain tax advice on whether you will be entitled to the benefit of any franking credits on the Dividend if paid.

5. TRADING IN PLAN B SHARES HAS OFTEN BEEN RELATIVELY ILLIQUID AND THE OFFER PROVIDES ALL SHAREHOLDERS WITH AN OPPORTUNITY TO SELL ALL OF THEIR SHARES

The market for Plan B Shares has often been relatively illiquid. In the 12 month period prior to the Announcement Date, a total of approximately 7 million Plan B Shares traded on ASX, representing only around 8.6% of Plan B’s total issued capital. The median daily turnover was nil, meaning that on most days there were no Shares traded.

Should the Offer lapse, the market for your Shares may continue to be illiquid.

The Offer provides all Shareholders with an opportunity to realise all of their investments in Plan B for cash at the Offer Price.

6. THE SHARE PRICE MAY DECLINE

BELOW CURRENT LEVELS IF THE OFFER IS UNSUCCESSFUL AND LAPSES, AT LEAST IN THE SHORT TERM

While there are many factors which affect the Plan B Share price and while the Directors are unable to predict the price at which Shares will trade in the future, the Directors believe that the Share price may fall below the current levels after the close of the Offer, at least in the short term, if IOOF does not become entitled to compulsorily acquire all outstanding Shares in Plan B and no other takeover offer is made for Plan B.

• the potential value of the franking credit to that Shareholder would be approximately $0.013 per Share, and

• the total potential value of the Offer for that Shareholder would be $0.613 per Share (composed of Offer consideration of $0.57 per Share, a fully franked Dividend of $0.03 per Share and associated franking credits of $0.013 per Share).

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SECTION 1 : WHY YOU SHOULD ACCEPT THE OFFER (CONTINUED)

7. IF IOOF OBTAINS CONTROL AND YOU REMAIN A SHAREHOLDER, YOU COULD BECOME A MINORITY SHAREHOLDER AND THE MARKET FOR YOUR SHARES MAY BECOME SIGNIFICANTLY LESS LIQUID

You could become a minority Shareholder of a company controlled by IOOF with no certainty of any opportunity to sell your Plan B Shares, if:

9. NO OTHER OFFER HAS BEEN MADE TO PURCHASE YOUR PLAN B SHARES

As at the date of this Target’s Statement no other offer has been made to purchase your Plan B Shares and the Directors are not aware of any other party intending to make another offer in the future.

• you do not accept the Offer;

• IOOF receives acceptances for over 50% but less than 90% of Shares; and

• IOOF waives the condition relating to the minimum level of acceptances (and all other conditions are either satisfied or waived).

In those circumstances:

• if Plan B is removed from the official list of ASX, you will not be able to trade your Shares on ASX and demand for your Shares might be substantially curtailed;

In considering whether to accept the Offer, the Directors encourage you to:

• read the whole of this Target’s Statement and the Bidder’s Statement;

• have regard to your individual risk profile, portfolio strategy, tax position and financial circumstances; and

• obtain financial advice from your own broker or financial adviser regarding the Offer and obtain taxation advice on the effect of accepting the Offer.

• alternatively, if Plan B remains listed, the market for your Shares may become significantly less liquid, which may impact your ability to sell your Shares and affect the potential value of your Shares in any subsequent transaction; and

• IOOF will have the capacity to determine the composition of the Plan B Board and to appoint nominees of the IOOF Group as Directors.

8. SHAREHOLDERS WHO ACCEPT

THE OFFER WILL GENERALLY NOT PAY BROKERAGE OR OTHER TRANSACTION COSTS

You should not incur any brokerage or other transaction costs if you accept the Offer for your Plan B Shares.

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SECTION 2 QUESTIONS & ANSWERS

This Section answers some frequently asked questions about the Offer. It is not intended to address all relevant issues for Plan B Shareholders. This Section should be read together with all other parts of this Target’s Statement and the Bidder’s Statement.

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Question Answer
What is the Bidder’s The Bidder’s Statement has been prepared and sent to you by IOOF, as required by the
Statement? Corporations Act, in order to provide you with information on the Offer. IOOF lodged the
Bidder’s Statement with ASIC on 26 July 2012.
What is this Target’s This Target’s Statement has been prepared by Plan B and provides information to
Statement? assist you in making your decision on whether to accept the Offer, including the
recommendations of your Directors.
What is the Offer for my If you accept the Offer you will, subject to the satisfaction of the Defeating Conditions,
Plan B Shares? be paid $0.60 for each of your Shares (if a fully franked Dividend of up to $0.03 per Share
is paid to you by Plan B, the Offer Price will be reduced by the per Share cash amount of
the Dividend).
What is the Dividend? The Plan B Board may determine, prior to the Offer being declared unconditional, that
a Dividend of up to $0.03 per Share will be paid to Shareholders. If a Dividend is paid
to Shareholders, the Offer Price will be reduced by the per Share cash amount of the
Dividend. The record date for the payment of any Dividend will be the seventh Business
Day after the declaration of the Dividend. All Shareholders who purchased Shares before
the ex dividend date and who are on the register at the record date will receive the
Dividend, regardless of whether or not they have accepted the Offer.
What choices do I have as a As a Plan B Shareholder, you can:
Plan B Shareholder?
• ACCEPT the Offer in respect of all your Plan B Shares. Your Directors recommend that
you ACCEPT the Offer in the absence of a Superior Proposal.
• Sell all or some of your Plan B Shares on ASX (unless you have previously accepted the
Offer and have not validly withdrawn your acceptance).
OR
• Reject the Offer for all the Plan B Shares you hold, by doing nothing.
See Section 3.4 below for more details.
Can I accept the Offer for Unless you hold the Shares as trustee or nominee for, or otherwise on account of,
only some of my shares? more than one person, you cannot accept the Offer for only part of your holding of
Plan B Shares. Your acceptance will be treated as being for all your Plan B Shares plus
any additional Plan B Shares registered as held by you at the date your acceptance is
processed. Refer to Section 1 of the Bidder’s Statement for more information about who
can accept the Offer.
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SECTION 2 : QUESTIONS & ANSWERS (CONTINUED)

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Can I sell my shares on the You may sell your Plan B Shares on market for cash (less brokerage), at any time,
market? provided that you have not accepted the Offer.
If you wish to consider this option you should contact your broker for information on
how to sell your Plan B Shares on ASX and consult your tax adviser to determine the tax
implications of the sale.
What happens if I do Subject to what is stated below, if you take no action in relation to the Offer you will not
nothing? receive the Offer consideration and (unless you sell your Plan B Shares on market) you
will remain a Plan B Shareholder.
IOOF has stated that if it acquires 90% or more of the Plan B Shares and becomes entitled
under the Corporations Act to proceed to compulsory acquisition of the remaining
Shares, it intends to do so (see Section 4.3 of the Bidder’s Statement). In that event you
will be required to sell your Plan B Shares to IOOF – see below, “Can I be forced to sell my
Plan B Shares?”
At the conclusion of the compulsory acquisition process you will receive $0.60 for each
of your Plan B Shares, less the amount of any Dividend that may have been paid to you
by Plan B. This is the same amount you would receive if you accepted the Offer. However,
you will receive payment for your Plan B Shares sooner if you accept the Offer.
If at the end of the Offer Period IOOF has an interest in less than 90% of the Plan B
Shares, IOOF will not be able to proceed to compulsorily acquire your Plan B Shares.
In that event you will remain a Plan B Shareholder.
What are the Directors of Your Directors recommend unanimously that you ACCEPT the Offer in the absence of
Plan B recommending? a Superior Proposal.
If there is any change to this recommendation or Plan B becomes aware of any material
development in relation to the Offer, Plan B will inform you.
How do I accept the Offer? To ACCEPT the Offer, you should follow the instructions set out in Section 1 of the
Bidder’s Statement and the Acceptance Form (see also page 3 of this Target’s Statement).
What do the Directors of Each of the Directors who has a relevant interest in Plan B Shares intends to accept the
Plan B who are Shareholders Offer in respect of all of the Shares that they or their Associates own or control, in the
intend to do with their absence of a Superior Proposal.
Shares?
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Why are the Directors Your Directors are recommending that you ACCEPT the Offer in the absence of a Superior
recommending that I accept Proposal because, among other things:
the Offer in the absence of a
1. The Offer Price of $0.60 per Share represents a significant premium to recent trading
Superior Proposal?
prices for Shares in Plan B.
2. The Offer is a straightforward cash offer .
3. The Offer Price represents an attractive earnings multiple .
4. The Offer provides eligible Shareholders with the potential to receive the franking
credits associated with any Dividend that is paid by Plan B.
5. Trading in Plan B Shares has often been relatively illiquid and the Offer provides all
Shareholders with an opportunity to sell all of their Shares.
6. The Share price may decline below current levels if the Offer is unsuccessful and
lapses, at least in the short term.
7. If IOOF obtains control and you remain a Shareholder, you could become a minority
Shareholder and the market for your Shares may become significantly less liquid .
8. Shareholders who accept the Offer will generally not pay brokerage or other
transaction costs.
9. No other offer has been made to purchase your Plan B Shares.
More detail regarding these reasons is set out in Section 1 of this Target’s Statement.
What are the consequences If you accept the Offer now, unless any withdrawal rights (see discussion of withdrawal
of accepting the Offer now? rights below) apply at the relevant time and you withdraw your acceptance of the Offer, you
will not be able to sell your Plan B Shares on ASX or to any other bidder that may make a
takeover offer, or deal with your Plan B Shares in any other manner while the Offer remains
open. If the conditions of the Offer are not satisfied or waived and the Offer lapses, you will
then be free to deal with your Plan B Shares even if you had accepted the Offer.
If you accept the Offer and IOOF subsequently raises its Offer Price, you will receive the
higher price if the Offer becomes unconditional.
What happens if IOOF raises If IOOF raises the Offer Price, all Plan B Shareholders who accept the Offer will be entitled
the Offer Price? to the higher price if the Offer becomes unconditional (whether they accepted the Offer
before or after the Offer Price was raised).
What happens if I accept Once you accept the Offer for your Plan B Shares, you will not be permitted to deal in your
the Offer and a Superior Plan B Shares in any way, subject to limited statutory rights to withdraw your acceptance.
Proposal is made?
Accordingly, if you accept the Offer, you may be unable to accept a Superior Proposal if
one arises after that time. You may however be able to accept any Superior Proposal if
the Defeating Conditions of the IOOF Offer are not satisfied or waived, or IOOF withdraws
its Offer, or if you have a right to withdraw your acceptance (see below) and you exercise
that right. In any of these cases your acceptance of the IOOF Offer will cease to be
effective and you will again be free to deal with your Shares.
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SECTION 2 : QUESTIONS & ANSWERS (CONTINUED)

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If I accept the Offer now, can Under the terms of the Offer, you cannot withdraw your acceptance unless a withdrawal
I withdraw my acceptance? right arises under the Corporations Act.
A withdrawal right will arise if, after you have accepted the Offer, IOOF varies the Offer
in a way that postpones, for more than 1 month, the time when IOOF has to meet
obligations under the Offer (for example, if IOOF extends the Offer for more than one
month while the Offer remains conditional).
Can I be forced to sell my You cannot be forced to sell your Plan B Shares unless IOOF has a right of compulsory
Plan B Shares? acquisition under the Corporations Act, and proceeds to exercise that right. The right of
compulsory acquisition will arise if by the end of the Offer Period, IOOF and its Associates
have relevant interests in at least 90% of all Plan B Shares.
IOOF has stated that it intends to exercise the right of compulsory acquisition if it
becomes entitled to do so.
If IOOF does acquire your Shares by exercising its right of compulsory acquisition,
you will be paid the last price offered by IOOF for Plan B Shares under the Offer before
compulsory acquisition commences. However, you will receive payment later than the
Shareholders who accepted the Offer.
When does the Offer close? The Offer is currently scheduled to close at 7pm (Melbourne time) on 11 September 2012,
unless extended. The Offer Period can be extended at IOOF’s election or otherwise in
accordance with the Corporations Act. IOOF will give written notice of any extension of
the Offer Period in accordance with the Corporations Act.
Can IOOF withdraw the Offer? Before you accept the Offer, IOOF may withdraw unaccepted Offers with the written
consent of ASIC and subject to the conditions (if any) specified in ASIC’s consent.
When do I have to decide? If you wish to accept the Offer, you need to do so before the scheduled closing date.
The Offer is scheduled to close at 7pm (Melbourne time) on 11 September 2012, unless
extended. Please refer to the directions in the Bidder’s Statement and the Acceptance
Form about acceptance of the Offer (see also page 3 of this Target’s Statement).
The Offer Period may be extended automatically, or withdrawn, in certain circumstances.
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What are the conditions of The Offer is subject to a number of conditions. In summary, the Offer conditions include:
the Offer?
• IOOF and its Associates have relevant interests in at least 90% of Plan B Shares by the
end of the Offer Period.
• All approvals or consents required from any Public Authority are obtained.
• There is no Material Adverse Change in relation to the business or affairs of Plan B.
• No material acquisitions or disposals are made by Plan B, without IOOF’s approval.
• None of the specified Prescribed Occurrences have occurred.
• No decision or order is made by a Public Authority (or applied for) which would
restrain or adversely affect the Offer.
• No person exercises rights under agreements to which Plan B is a party, causing an
adverse effect on Plan B.
• Between the Announcement Date and the end of the Offer Period, no litigation is
commenced against Plan B or a subsidiary of Plan B, on a claim for $1 million or more.
• Plan B does not pay any dividend other than the proposed Dividend of up to
3 cents per Share.
• Between 13 July 2012 and the end of the Offer Period, the S&P ASX 200 Index does
not fall to or below 3457.7755 (being 85% or less of the level as at the close of trading
on 12 July 2012, which was 4067.9712) and remain at or below 3457.7755 for at least
three Business Days, or until the last Business Day before the end of the Offer Period.
• Bank of Western Australia Limited waives the rights to rely on any event of default
under any banking facility granted to Plan B that would arise as a result of the Offer.
The above is a summary only. See Section 4.3 of this Target’s Statement for further
details and refer to Appendix 2 of the Bidder’s Statement for full details of all conditions.
Does satisfaction of the No. Not only this condition, but also all other conditions of the Offer, must be satisfied or
90% minimum acceptance waived before the Offer becomes unconditional and you obtain a definite right to be paid.
condition mean that I will
definitely get paid if I
accept the Offer?
What happens if the If the conditions are not satisfied or waived before the end of the Offer Period, the Offer
conditions of the Offer are will lapse. In those circumstances, you will not get paid the Offer Price (including any
not satisfied or waived? Dividend) and you will retain ownership of your Plan B Shares (even if you had accepted
the Offer). You would then be free to deal with your Plan B Shares.
How will I know when IOOF is required to advise Plan B and Plan B Shareholders as soon as the Defeating
the Offer becomes Conditions to the Offer are satisfied or waived.
unconditional?
Notices from IOOF will be available on the ASX website at asx.com.au
(ASX codes: IFL for IOOF; PLB for Plan B).
How will I know how many IOOF is required to notify ASX during the Offer Period every time there is a movement of
shares have been accepted 1% or more in its relevant interest in Plan B Shares. IOOF must notify ASX by 9.30am on
under the Offer? the day following the relevant movement. You can monitor IOOF’s announcements on the
ASX website to determine its relevant interest in Plan B Shares – go to asx.com.au
(ASX code: IFL or PLB).
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15

SECTION 2 : QUESTIONS & ANSWERS (CONTINUED)

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When will I be paid if I Generally, IOOF will pay the consideration due to you under the Offer on or before the
accept the Offer? earlier of:
one month after this Offer is accepted or one month after all of the conditions have been
waived or fulfilled (whichever is the later); and
• 21 days after the end of the Offer Period.
• Full details of when payments will be made are set out in Appendix 1, Section 5 of the
Bidder’s Statement.
Further, Plan B has indicated that before the Offer is declared unconditional, the
Directors may determine that a Dividend will be paid to Shareholders. Details in relation
to the Dividend are set out in Section 4.2 below.
Will I need to pay brokerage You will not pay any stamp duty on accepting the Offer. If your Plan B Shares are
or stamp duty? registered in an Issuer Sponsored Holding in your name and you deliver them directly to
IOOF, you will not incur any brokerage connected with you accepting the Offer.
If your Plan B Shares are in a CHESS Holding or you hold your Plan B Shares through a
bank, custodian or other nominee, you should ask your Controlling Participant (usually,
your broker or the bank, custodian or other nominee) whether it will charge any
transaction fees or service charges connected with you accepting the Offer.
What are the tax A general outline of the tax implications for certain Australian resident Plan B
implications of accepting Shareholders accepting the Offer is set out in Section 6 of the Bidder’s Statement.
the Offer?
As it is a broad outline only, you should not rely on that outline as advice on your own
affairs. It does not deal with the position of certain Plan B Shareholders.
You should seek your own personal, independent financial and taxation advice before
making a decision as to whether or not to accept the Offer for your Plan B Shares. You
may, for example, be liable for capital gains tax.
Will Plan B remain listed If IOOF acquires all of the Shares in Plan B, IOOF intends to arrange for Plan B to be
on ASX? removed from the official list of ASX.
If IOOF becomes a majority Shareholder of Plan B but does not acquire all of the Shares,
then IOOF intends to maintain Plan B’s ASX listing, but this is subject to continued
compliance by Plan B with the ASX Listing Rules including the requirement for a sufficient
spread of shareholders.
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16

SECTION[3]

DIRECTORS’ RECOMMENDATIONS

3.1 DIRECTORS OF PLAN B

As at the date of this Target’s Statement, the Directors of Plan B are:

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Name Position
Mr Bryan Taylor Executive Chairman
Mr David de Burgh Independent Non-Executive Director
Mr Barry Honey Independent Non-Executive Director
Mr Craig Lubich Executive Director
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3.2 DIRECTORS’ RECOMMENDATIONS

Each of the Plan B Directors desires to make, and considers himself justified in making, a recommendation to Plan B Shareholders in relation to the Offer.

The Directors of Plan B recommend unanimously that you ACCEPT the Offer, in the absence of a Superior Proposal, for the reasons set out in Section 1 above.

3.3 INTENTIONS OF YOUR DIRECTORS IN RELATION TO THE OFFER

Each of the Directors intends to accept the Offer in respect of all of the Plan B Shares that they own or control, in the absence of a Superior Proposal.

Details of the relevant interests of each Director in Plan B Shares are set out in Section 7 of this Target’s Statement.

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SECTION 3 : DIRECTORS’ RECOMMENDATIONS (CONTINUED)

3.4 ALTERNATIVES FOR SHAREHOLDERS

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What Happens if: The Offer succeeds The Offer fails
(All conditions including the minimum acceptance (Conditions are not fully satisfied or waived before
condition are satisfied or waived before the end of the end of the Offer Period).
the Offer Period).
You ACCEPT the Offer You will receive cash in exchange for your You cannot sell your Plan B Shares or
Plan B Shares without incurring brokerage. accept another offer for them until after
the Offer Period has ended, subject to
If a Dividend is declared and subsequently
any statutory rights to withdraw your
paid to you by Plan B, the amount of cash
acceptance.
you will receive will be reduced by the per
Share cash amount of the Dividend. Your acceptance will be void after the end
of the Offer Period and you can then sell
You will be paid within one month after
your Plan B Shares.
the later of receipt of your acceptance
and the date when the Offer becomes
unconditional, and in any event within
21 days after the end of the Offer Period.
You sell Shares You could receive a cash amount equivalent You could receive a cash amount
to the prevailing market price of your Plan B equivalent to the prevailing market price
Shares, less any brokerage payable. of your Plan B Shares, less any brokerage
payable.
You will not receive any payment under
the Offer (and subject to when you sell You will not receive any payment under the
your Plan B Shares, you may not receive Offer (or any Dividend) and will lose the
any Dividend) and will lose the right to right to participate in the Offer.
participate in the Offer.
You take no action If IOOF becomes entitled to compulsorily You will continue to hold your Plan B
acquire any outstanding Plan B Shares Shares.
under Part 6A.1 of the Corporations
You also have the option to sell those
Act, your Plan B Shares may be
Shares.
compulsorily acquired by IOOF, for the
same consideration as Shareholders
who accepted the Offer (however you
will receive that consideration later than
Shareholders who accepted the Offer). If
IOOF waives its 90% minimum acceptance
condition (and other Defeating Conditions
of the Offer are fulfilled or waived),
but IOOF does not become entitled to
compulsorily acquire any outstanding
Plan B Shares under Part 6A.1 of the
Corporations Act, you will continue to be a
Shareholder in Plan B (although you may
be a minority Shareholder if Shareholders
with a majority of the Shares accept the
Offer). In both cases, you will still receive
any Dividend paid by Plan B.
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SECTION[4] SUMMARY OF THE OFFER

4.1 THE OFFER

The following is a summary only of the key features of the Offer. Appendix 1 of the Bidder’s Statement contains the full terms and conditions of the Offer.

IOOF is offering to acquire all Plan B Shares on issue. You may only accept the Offer in respect of all your Plan B Shares.

The Offer Price is $0.60 per Share (if a Dividend is paid to Shareholders by Plan B, the Offer Price will be reduced by the per Share cash amount of the Dividend).

4.2 THE DIVIDEND

The Plan B Board may determine, before the Offer becomes unconditional, that a Dividend of up to $0.03 per Share will be paid to Shareholders. If a Dividend is paid to Shareholders, the Offer Price will be reduced by the cash amount of the Dividend.

The record date for the payment of any Dividend will be the seventh Business Day after the declaration of the Dividend. All Shareholders who purchased Shares before the ex dividend date and who are on the register at the record date will receive the Dividend, regardless of whether they have accepted the Offer or not.

4.3 CONDITIONS OF THE OFFER

The completion of this Offer and any contract that results from acceptance of the Offer are subject to the fulfilment or waiver of the following conditions:

1. Minimum acceptance

During, or at the end of, the Offer Period, IOOF and its Associates have relevant interests in at least 90% of all Plan B Shares.

2. Regulatory approvals

Before the end of the Offer Period, all approvals or consents that are required by law, or by any Public Authority:

• c. as are necessary to permit the transaction contemplated by the Bidder’s Statement to be completed,

are granted, given, made or obtained on an unconditional basis, remain in full force and effect in all respects, and do not become subject to any notice of intention to revoke, suspend, restrict, modify or not renew the same.

3. No Material Adverse Change

Between the Announcement Date and the end of the Offer Period, no matter, event, change, condition, circumstance or thing occurs, becomes likely to occur after the Offer Period, is announced or becomes known to IOOF which, individually or when aggregated with all such events, occurrences or matters, could reasonably be expected to have an adverse effect on:

• a. the consolidated assets or liabilities (including contingent liabilities as recognised in preparation of financial statements) of the Plan B Group exceeding $1,000,000;

• b. the consolidated net profits of the Plan B Group that exceeds $1,000,000 per annum;

• c. the financial position and performance of the Plan B Group exceeding $1,000,000; or

• d. the prospects of Plan B and/or any subsidiary of Plan B exceeding $1,000,000,

other than:

• e. matters that are required to be done in order to implement the Offer;

• f. matters which took place with the prior written consent of IOOF; and

• g. matters which Plan B fully and fairly disclosed in an announcement made to ASX prior to the Announcement Date.

• a. as are necessary to permit the Offer to be lawfully made to and accepted by Shareholders;

• b. which are required as a result of the Offer or the acquisition of Plan B Shares and which are necessary for the continued operation of Plan B’s business; and

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SECTION 4 : SUMMARY OF THE OFFER (CONTINUED)

4. No material acquisitions and disposals

Except for any proposed transaction publicly announced by Plan B on ASX before the Announcement Date or as otherwise agreed in writing between IOOF and Plan B there is no:

• a. purchase or other acquisition, sale or other disposal of, or offer or agreement to purchase, acquire, sell or dispose of, or announcement in relation to such an acquisition, disposition, offer or agreement, of one or more companies or businesses, any property or assets (or any right, title or interest in them) the total consideration for which, or value of which, exceeds or would exceed $1,000,000 in aggregate; or

• b. entry into, or offer or agreement to enter into, or announcement in relation to such an entry, offer or agreement, any agreement, arrangement, joint venture, partnership, management agreement, or other commitment of any kind which would require expenditure, or the foregoing of revenue of any amount which exceeds or would exceed in aggregate $300,000, other than in the ordinary course of business,

by Plan B or any subsidiary of Plan B which occurs, is discovered, announced, disclosed or otherwise becomes known to IOOF from the Announcement Date to the end of the Offer Period.

5. No prescribed occurrences

Between the Announcement Date and the end of the Offer Period, none of the following prescribed occurrences (being the occurrences listed in Section 652C of the Corporations Act) happen:

• a. Plan B converts any or all of its shares into a larger or smaller number of shares;

• b. Plan B or a subsidiary of Plan B resolves to reduce its capital in any way;

• d. Plan B or a subsidiary of Plan B issues Shares or grants an option over its Shares, or agrees to make such an issue or grant such an option;

• e. Plan B or a subsidiary of Plan B issues, or agrees to issue, convertible notes;

• f. Plan B or a subsidiary of Plan B disposes or agrees to dispose, of the whole, or a substantial part, of its business or property;

• g. Plan B or a subsidiary of Plan B charges, or agrees to charge, the whole, or a substantial part, of its business or property;

• h. Plan B or a subsidiary of Plan B resolves to be wound up;

• i. a liquidator or provisional liquidator of Plan B or a subsidiary of Plan B is appointed;

• j. a court makes an order for the winding up of Plan B or a subsidiary of Plan B;

• k. an administrator of Plan B or a subsidiary of Plan B is appointed under Sections 436A, 436B or 436C of the Corporations Act;

• l. Plan B or a subsidiary of Plan B executes a deed of company arrangement; or

• m. a receiver or a receiver and manager is appointed in relation to the whole, or a substantial part, of the property of Plan B or of a subsidiary of Plan B.

6. No restraining orders

Between the Announcement Date and the end of the Offer Period:

  - a. there is not in effect any preliminary or final decision, order or decree issued by a Public Authority; and

  - b. no application is made to any Public Authority (other than by any member of the IOOF Group), or action or investigation is announced, threatened or commenced by a Public Authority,

• c. Plan B or a subsidiary of Plan B:

• i. enters into a buy-back agreement; or

• ii. resolves to approve the terms of a buy-back agreement under Section 257C(1) or 257D(1) of the Corporations Act;

20

in consequence of, or in connection with, the Offer (other than a determination by ASIC or the Australian Takeovers Panel in exercise of the powers and discretions conferred by the Corporations Act), which:

• c. restrains, prohibits or impedes (or if granted could restrain, prohibit or impede), or otherwise materially adversely impacts on, the making of the Offer or the completion of any transaction contemplated by the Offer (whether subject to conditions or not) or the rights of IOOF in respect of Plan B and the Plan B Shares to be acquired under the Offer; or

• d. requires the divestiture by IOOF of any Plan B Shares, or the divestiture of any assets of the Plan B Group, the IOOF Group or otherwise.

7. No person exercising rights under certain agreements or instruments

Between the Announcement Date and the end of the Offer Period, no person exercises or purports to exercise, or states an intention to exercise, any rights under any provision of any agreement or other instrument which has been disclosed to IOOF to which Plan B or a subsidiary of Plan B is a party, or by or to which Plan B or a subsidiary of Plan B or any of its assets may be bound or be subject, which results, or could result, to an extent which is material in the context of Plan B or a subsidiary of Plan B taken as a whole, in:

• a. any monies borrowed by Plan B or a subsidiary of Plan B being or becoming repayable or being capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or other instrument;

• b. any such agreement or other instrument being terminated or modified or any action being taken or arising thereunder;

• c. the interest of Plan B or a subsidiary of Plan B in any firm, joint venture, trust, corporation or other entity (or any arrangements relating to such interest) being terminated or modified; or

• d. the business of Plan B or a subsidiary of Plan B with any other person being adversely affected,

• as a result of the acquisition of Plan B Shares by IOOF.

8. Litigation

Between the Announcement Date and the end of the Offer Period, no person announces, commences or threatens any litigation against Plan B or any subsidiary of Plan B (whether in aggregate or for any single litigation) which may result in a judgment against Plan B or any subsidiary of Plan B of more than $1,000,000.

9. Distributions

Between the Announcement Date and the end of the Offer Period, Plan B does not make or declare, or announce an intention to make or declare, any distribution (whether by way of dividend, capital reduction or otherwise and whether in cash or in specie) except for the Dividend.

10. Index decline

Between 13 July 2012 and the end of the Offer Period the S&P ASX 200 Index does not fall to or below 3457.7755 (being 85% or less of the level as at the close of trading on the Business Day immediately before the Announcement Date, which was 4067.9712) and remain at or below 3457.7755 for at least three Business Days or until the Business Day immediately prior to the end of the Offer Period.*

11. Bank of Western Australia Limited waiver

Bank of Western Australia Limited having irrevocably and unconditionally waived the right to rely on any event of default under any banking facility granted to Plan B that would arise as a direct or indirect result of IOOF acquiring Effective Control through the Offer.

• As at the close of trading on 8 August 2012, the S&P ASX 200 Index was 4312.6. The Index has not fallen to or below 3457.7755 since the Announcement Date. The Index changes whenever ASX trading is in progress and Shareholders may monitor current Index levels by referring to the ASX website (asx.com.au).

4.4 NOTICE OF STATUS OF CONDITIONS

The date for giving the notice on the status of the conditions required by Section 630(1) of the Corporations Act is 4 September 2012 (subject to extension in accordance with Section 630(2) of the Corporations Act if the Offer Period is extended).

21

SECTION 4 : SUMMARY OF THE OFFER (CONTINUED)

4.5 EXTENSION OF OFFER PERIOD

IOOF has the right to extend the Offer Period in accordance with the Corporations Act.

If, within the last seven days of the Offer Period, either of the following events occur:

1. the Offer is varied to improve the consideration offered; or

2. IOOF’s voting power in Plan B increases to more than 50%,

then the Offer Period will be automatically extended so that it ends 14 days after the relevant event in accordance with Section 624(2) of the Corporations Act.

4.6 LAPSE OF OFFER

The Offer will lapse if the Defeating Conditions of the Offer are not satisfied or waived by the end of the Offer Period (or, in the case of the conditions relating to Prescribed Occurrences, within three Business Days after the end of the Offer Period). If the Offer lapses, all contracts resulting from acceptance of the Offer and all acceptances which have not yet resulted in binding contracts will become void.

4.7 WITHDRAWAL OF OFFER

IOOF may only withdraw the Offer for your Plan B Shares with the written consent of ASIC and subject to any conditions specified in ASIC’s consent.

4.8 EFFECT OF ACCEPTANCE AND RIGHTS OF WITHDRAWAL

If you accept the Offer, you will only have a limited right to withdraw your acceptance of the Offer. You will only be entitled to withdraw your acceptance of the Offer if:

4.9 TIMING OF PAYMENT IF OFFER ACCEPTED

If you accept the Offer (and return any documents required with your acceptance) and all the Defeating Conditions are satisfied or waived, payment will be made to you by the earlier of:

1. one month after the date of your acceptance or, if the Offer is subject to a Defeating Condition when you accept, one month after the Offer becomes unconditional; and

2. 21 days after the end of the Offer Period.

4.10 COMPULSORY ACQUISITION

IOOF has indicated in its Bidder’s Statement that it intends to proceed to compulsorily acquire outstanding Plan B Shares under Part 6A.1 of the Corporations Act, if it becomes entitled to do so. IOOF will be able to compulsorily acquire any outstanding Plan B Shares for which it has not received acceptances on the same terms as the Offer described in Section 4.1 of this Target’s Statement, if by the end of the Offer Period IOOF has a relevant interest in at least 90% of the Plan B Shares.

If this threshold is satisfied, IOOF will have one month from the end of the Offer Period within which to give compulsory acquisition notices to Shareholders who have not accepted the Offer. Shareholders may challenge any compulsory acquisition, but this would require the challenging Shareholders to establish to the satisfaction of the Court that the terms of the Offer do not represent fair value for the Plan B Shares. If Plan B Shares are compulsorily acquired, Shareholders are not likely to receive payment until at least one month after the compulsory acquisition notices are sent.

1. IOOF varies the Offer in a way that postpones, for more than one month, the time when IOOF must meet its obligations under the Offer; and

2. the Offer is still subject to Defeating Conditions.

This will occur if IOOF extends the Offer Period by more than one month and the Offer remains conditional at the time of the extension.

The effect of acceptance of the Offer is set out in Appendix 1, Section 7 of the Bidder’s Statement. Please read this Section carefully.

22

SECTION[5] OTHER IMPORTANT CONSIDERATIONS FOR PLAN B SHAREHOLDERS

In making a decision whether to accept the Offer, the Directors believe that Plan B Shareholders should also consider the following matters:

5.1 SUPERIOR PROPOSAL

If you accept the Offer, you may forfeit the opportunity to benefit from any Superior Proposal, should one eventuate. As at the date of this Target’s Statement neither Plan B nor any of its Directors is aware of any Superior Proposal. Should a competing offer be announced during the Offer Period, Plan B will issue a supplementary Target’s Statement to Shareholders.

If you accept the Offer, you only have a limited right to withdraw your acceptance. You may withdraw your acceptance of the Offer if IOOF varies its Offer in a way that postpones, for more than one month, the time when IOOF must meet its obligations under the Offer and the Offer remains subject to conditions.

At the date of this Target’s Statement, the Directors are not aware of any matter that would result in a breach of the conditions of the Offer, or lead to the non-fulfilment of them. The Directors are not in a position to state whether Defeating Conditions outside their control will be satisfied.

Shareholders should note that despite any Defeating Conditions of the Offer not being satisfied, IOOF may waive any one or more of the Defeating Conditions. In these circumstances, IOOF would be entitled to proceed with its Offer.

5.4 TRANSACTION COSTS

The Offer has resulted in Plan B incurring significant expenses that would not arise from carrying on business in the normal course. Expenses include fees payable to legal and financial advisers engaged to assist in this transaction and other transaction related expenses which will have a material negative impact on the after tax earnings of Plan B in the current financial year.

5.2 TRADING

Shareholders who accept the Offer (even while the Offer is conditional) will give up certain rights to sell or otherwise deal with their Plan B Shares.

5.3 THE OFFER IS CONDITIONAL

The Offer and any contracts resulting from acceptance of the Offer are subject to the fulfilment (or in certain circumstances, the waiver) of a number of Defeating Conditions (refer to Appendix 2 of the Bidder’s Statement and to the summary of those conditions in Section 4.3 of this Target’s Statement). Shareholders should note that the Offer is subject to a minimum acceptance condition that IOOF and its Associates acquire relevant interests in at least 90% of the Shares. In relation to this Defeating Condition, Shareholders should be aware that each Director intends to accept the Offer in respect of the Plan B Shares they own or control, or that their Associates own or control, and recommend that Shareholders ACCEPT the Offer in the absence of a Superior Proposal.

The Offer is subject to other Defeating Conditions including that all approvals or consents that are required by law, or by any Public Authority, as are necessary to permit the Offer to be lawfully made and accepted by the Shareholders and for the acquisition of the Shares by IOOF to be completed, are obtained.

5.5 BREAK FEE

Plan B will be liable to pay a break fee of $400,000 to IOOF if at any time following the execution of the Bid Implementation Deed and prior to the earlier of the end of the Offer Period and the termination of the Bid Implementation Deed by Plan B for material breach, any of the following events occur:

1. Any Director fails to recommend that Shareholders accept the Offer in the absence of a Superior Proposal or, having made such a recommendation, makes a public statement which withdraws, revises, revokes or qualifies that recommendation, or publicly recommends that Shareholders accept or support or otherwise endorse a Competing Proposal.

2. A Competing Proposal is announced (whether or not such proposal is stated to be subject to any pre-conditions) and, within four months of the end of the Exclusivity Period, a party to the Competing Proposal acquires 20% or more of all Plan B Shares.

3. Plan B terminates the Bid Implementation Deed in accordance with clause 12.1.3 of the Bid Implementation Deed.

23

SECTION 5 : OTHER IMPORTANT CONSIDERATIONS FOR PLAN B SHAREHOLDERS (CONTINUED)

1. Plan B fails to use reasonable endeavours to prevent the breach of a Defeating Condition, or to prevent that Defeating Condition becoming incapable of being satisfied, where that Defeating Condition or an aspect of that Defeating Condition is within Plan B’s control, provided that:

2. a. in any such case IOOF publicly announces that it will, as a result of such act or omission, allow the Offer to lapse without freeing the Offer from the relevant Defeating Condition; and

3. b. no break fee will be payable if Defeating Conditions which are not within Plan B’s control (being the Defeating Conditions listed in items 1, 2, 3, 6, 7, 8 and 10 in Schedule 1 to the Bid Implementation Deed) are not satisfied or become incapable of being fulfilled.

4. Plan B is in breach of clause 8 of the Bid Implementation Deed (“Exclusivity”) and does not cease the conduct which caused the breach within one Business Day following written notice from IOOF outlining the nature of the breach and requesting the cessation of that breach.

5. Plan B is in material breach of the Bid Implementation Deed and the material breach is not remedied within 10 Business Days following written notice from IOOF outlining the nature of the breach and requesting cessation of the breach.

6. All of the following are satisfied:

7. a. a Prescribed Occurrence occurs prior to the end of the Offer Period; and

8. b. all of the following apply in relation to the Prescribed Occurrence:

   • i. the prevention of the Prescribed Occurrence was within the sole direct control of Plan B or any member of the Plan B Group;

   • ii. had the Prescribed Occurrence occurred prior to the date of the Bid Implementation Deed, the Prescribed Occurrence might reasonably be expected to have resulted in IOOF and Plan B not entering into the Bid Implementation Deed; and

   • iii. Plan B fails to rectify the Prescribed Occurrence within 10 Business Days after receipt of notice from IOOF requiring Plan B to do so.

Please refer to clause 7 of the Bid Implementation Deed for full details of the break fee obligation. The Bid Implementation Deed is available on the Plan B website ( planbgroupholdings.com.au ), and is also attached to Plan B’s ASX announcement of 13 July 2012 (available at asx.com.au ).

5.6 EXCLUSIVITY

Plan B has agreed to the following exclusivity obligations under clause 8 of the Bid Implementation Deed:

1. (no shop obligation) Plan B must not:

2. a. solicit, initiate or invite any inquiry, expression of interest, offer, proposal, discussion or negotiation; or

3. b. communicate any intention to do any of these things,

with a view to obtaining any offer proposal or expression of interest from any person in relation to a Competing Proposal.

2. (no talk obligation) Plan B must not:

• a. negotiate, accept or enter into, or offer to accept or enter into; or

• b. participate in or continue any negotiations or discussions, or provide any information to any person regarding,

a Competing Proposal, or any inquiry, expression of interest, offer or proposal by any person which may reasonably be expected to lead to the making of a Competing Proposal.

1. (no due diligence) Plan B must not permit any other person to receive any non-public information about the business or affairs of Plan B with a view to obtaining a Competing Proposal.

2. (notification of approaches) Plan B must notify IOOF if it (or its Related Bodies Corporate or representatives):

3. a. receives any unsolicited approach with respect to any Competing Proposal;

4. b. receives any request for information relating to Plan B or any of its subsidiaries or any of their businesses or operations or any request for access to the books or records of Plan B or any of its subsidiaries, which Plan B has reasonable grounds to suspect may relate to a current or future Competing Proposal; or

24

• c. provides any information relating to Plan B or any of its subsidiaries or any of their businesses or operations to any person in connection with or for the purposes of a current or future Competing Proposal.

• (fiduciary exception) Plan B’s no talk, no due diligence and notification of approaches obligations are subject to an exception where, in the opinion of the Plan B Board formed in good faith for a proper purpose, compliance with the obligations would constitute a breach of any of the statutory or fiduciary duties of the Directors.

• (matching right) Plan B must not enter into an agreement to implement a Competing Proposal unless Plan B has:

• a. notified IOOF of the Competing Proposal; and

• b. allowed IOOF not less than two Business Days to improve the terms of the Offer so that it provides more value for Plan B Shareholders than the terms of the Competing Proposal.

Please refer to clause 8 of the Bid Implementation Deed for full details of the exclusivity obligations. The Bid Implementation Deed is available on the Plan B website ( planbgroupholdings.com.au ), and is also attached to Plan B’s ASX announcement of 13 July 2012 (available at asx.com.au ).

5.7 MINORITY SHAREHOLDER

The Offer is subject to a 90% minimum acceptance condition. IOOF reserves its right to waive the 90% minimum acceptance condition (or any other condition) of the Offer although IOOF has stated, in Section 4.4 of the Bidder’s Statement, that it has no present intention to do so. If IOOF waives this condition, acquires a relevant interest in more than 50% of Plan B Shares and declares the Offer free from Defeating Conditions, then IOOF will be the majority Shareholder of Plan B, and Plan B will become a controlled entity of IOOF. Shareholders who do not accept the Offer will receive any Dividend and may remain collectively as minority Shareholders in Plan B.

If IOOF becomes a majority Shareholder of Plan B, IOOF intends to maintain Plan B’s ASX listing, subject to continued compliance by Plan B with the ASX Listing Rules (including there being a sufficient spread of Shareholders). If Plan B is removed from the official list of ASX, it will mean that you can no longer trade your Shares on ASX.

If Plan B remains listed the market for your Shares may still become significantly less liquid or active. This may impact your ability to sell your Shares and affect the potential value of your Shares in any subsequent transaction.

If IOOF acquires 75% or more of the Plan B Shares, IOOF will be in a position to pass a special resolution of Plan B Shareholders which would enable IOOF to, among other things, alter the constitution of Plan B.

5.8 PLAN B SHARE PRICE

Over the three month period prior to the Announcement Date, the highest recorded sale price of Plan B Shares on ASX was $0.60 per Share on 18 April 2012 and the lowest recorded sale price was $0.45 per Share on 9 July 2012 and 10 July 2012. The volume weighted average price of all Shares traded during this three month period was $0.528 per Share.

The last recorded sale price of Plan B Shares on ASX on 8 August 2012 was $0.595.

The future performance of Plan B Shares will be affected by the risk factors described in Section 5.9 of this Target’s Statement.

In these circumstances there may be various implications, including the result that IOOF will have the power to control the composition of the Board and the strategic direction of Plan B, as it will be in a position to cast the majority of votes at a general meeting of Plan B.

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SECTION 5 : OTHER IMPORTANT CONSIDERATIONS FOR PLAN B SHAREHOLDERS (CONTINUED)

5.9 RISK FACTORS IF YOU DO NOT ACCEPT THE OFFER

GENERAL INVESTMENT RISKS

There are general risks associated with any investment and the share market. The price of Plan B Shares may rise or fall depending upon a range of factors beyond Plan B’s control and which are unrelated to Plan B’s financial performance.

The purpose of the following Section is to identify some of the risks to Plan B’s current business to which shareholders will continue to be subject if they do not accept the Offer.

SPECIFIC RISKS RELATING TO PLAN B

Plan B is exposed to a number of specific risks that could adversely affect its assets and liabilities, financial position, profits, prospects and Share price, which will continue to be relevant to you if you do not accept the Offer. These include, and may not be limited to, the following:

1. (changes in investment markets) Plan B’s financial performance and position can be affected by investment market conditions in a number of ways, which could include, and may not be limited to, any or all of the following:

2. a. changes in levels of funds under management and advice attributable to Plan B on its platform offerings, which impact the revenue Plan B receives; and

3. b. changes in fee revenue attributable to products and services linked to investment services.

4. (competition risk) Plan B may face competition from other entities and it operates with the threat of new competition entering the market. The existence and potential increase in the intensity of such competition may have an adverse impact on the future business, operating results and profitability of Plan B.

5. (demand for financial products and services) Changes in investment markets, investor sentiment and economic conditions can affect demand for financial products and services. For example, adverse market conditions can discourage investments in products linked to equity markets. The provision of services by Plan B to its clients can be affected by these factors and may have an impact on the financial performance and position of Plan B.

6. (dependence upon key personnel) Plan B depends on the talent and experience of its key management and staff. It is essential that appropriately skilled persons, in sufficient numbers, be available to support the Plan B business. The loss of any number of key personnel may adversely impact the performance of Plan B’s operations.

7. (loss of advisers) There is a high level of competition for advisers amongst wealth management firms. The loss of advisers could have a material adverse impact on the financial performance and position of Plan B.

8. (government policy and regulation) Changes in legislation, government policy or regulation could also adversely impact the performance of the business of Plan B. In addition, if the amount and complexity of applicable legislation, policy or regulation increases, so too may the cost of compliance and the risk of non-compliance by Plan B. In particular, the Future of Financial Advice reforms may impact Plan B and the wealth management industry more generally.

9. (operational risks) Financial services businesses are exposed to a variety of generalised risks arising from process error, fraud, reliance on existing technology, systems failure, security and physical protection, customer service, staff skills and performance, the degree to which authorised representatives comply with the detailed requirements of financial services laws and product development and maintenance. A failure to manage these risks adequately may adversely impact the performance of the business of Plan B.

10. (taxation) Federal or State Governments may introduce further taxes, duties or other imposts that may have an adverse impact on Plan B. Changes in the tax or superannuation regimes could reduce the relative attractiveness of the services offered by Plan B and this may adversely impact on the levels of business undertaken by Plan B and consequently the financial performance or prospects of Plan B.

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1. (Western Australian economy) Although Plan B has significant operations in Melbourne and New Zealand, it is principally a Western Australian business. The Western Australian economy is currently experiencing a sustained period of economic growth. If the prevailing economic conditions in Western Australia were to deteriorate, this could have a significant impact on the growth prospects of Plan B’s business.

POSSIBLE VOLATILITY OF PLAN B SHARE PRICE

While the Directors are unable to predict the price at which Plan B Shares will trade in the future, the Directors believe that the Share price may fall after the close of the Offer, at least in the short term, if IOOF does not become entitled to compulsorily acquire all outstanding Shares in Plan B and no other takeover offer is made for Plan B. This is because Plan B’s Share price is unlikely to include the takeover premium which is currently apparent in the Share price.

GENERAL MACROECONOMIC CONDITIONS

As a financial services business located in Australia and New Zealand the performance of Plan B (and its ability to pay dividends) is dependent on the state of the Australian and New Zealand economies, as well as customer and investor confidence and prevailing market conditions. A material downturn in the Australian and/or New Zealand economies could adversely impact future results and could negatively influence the Plan B business.

Plan B also operates in, and to some extent depends on the operation of, global investment markets. A substantial downturn in global investment or financial markets could also negatively impact Plan B’s business (particularly if that downturn resulted in a slow down of the local economy).

A significant change in Plan B’s financial performance or position could impact on its ability to pay dividends in the future.

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SECTION 6 INFORMATION ABOUT PLAN B

6.1 HISTORY AND OVERVIEW

The Plan B Group was established in Perth, Western Australia in 1986 and was listed on ASX in July 2007 (ASX code: PLB).

Plan B is a vertically-integrated wealth management business operating in Australia and New Zealand with more than 20,000 clients in Australia and New Zealand and over $1.6 billion invested through Plan B’s administration platforms and investment service solutions as at 31 March 2012.

Plan B offers fee-based advice models, adopts global fiduciary standards and has established an integrated wealth management system that offers investment advice and a full spectrum of wealth protection and wealth transfer activities.

6.2 CORPORATE STRUCTURE

The corporate structure of the operating companies within the Plan B Group is represented in the diagram below.

==> picture [477 x 200] intentionally omitted <==

----- Start of picture text -----

PLAN B GROUP HOLDINGS LIMITED
93% 100% 100% 100% 100%
PLAN B WEALTH STRATEGIC FINANCIAL
PLAN B WEALTH PLAN B FINANCE
MY ADVISER PTY LTD MANAGEMENT LIMITED MANAGEMENT
MANAGEMENT LTD PTY LTD
(NZ) PTY LTD
100% 100% 100%
PLAN B PARTNERSHIP
ADMINISTRATION FINANCIAL SERVICES PLAN B TRUSTEES LTD
PTY LTD PTY LTD
----- End of picture text -----

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6.3 ASX ANNOUNCEMENTS

Plan B is a “disclosing entity” under the Corporations Act and as such has continuous disclosure obligations under that legislation and also under the ASX Listing Rules.

Plan B has disclosed to the market all information that a reasonable person would expect to have a material effect on the price or value of Plan B’s securities. These announcements are available from ASX (see asx.com.au ) and also from the “Investor relations” Section of Plan B’s website ( planbgroupholdings.com.au ).

The most recent financial information regarding Plan B is in its 2012 Half-Year Results Report, released to ASX on 20 February 2012. A copy of this document is available from Plan B on request, free of charge.

Between 20 February 2012 and the date prior to the date of this Target’s Statement, the following notices have been given to ASX by or in relation to Plan B:

==> picture [483 x 232] intentionally omitted <==

----- Start of picture text -----

Date Announcement
26 July 2012 Notice of register date for Plan B Bidders Statement
26 July 2012 Notice of initial substantial holder for PlB
26 July 2012 Plan B Bidders Statement
25 July 2012 FUMA as at 30 June 2012
25 July 2012 Change of Director’s Interest Notice – Amended
13 July 2012 PLB: IOOF to acquire Plan B
13 July 2012 Plan B Recommends Takeover Offer by IOOF
2 July 2012 Change of Director’s Interest Notice
14 June 2012 Market Update for FY2012
24 May 2012 Presentation to Investorfirst Securities Conference
23 April 2012 FUMA as at 31 March 2012
26 March 2012 ASIC Share Cancellation Notice
23 February 2012 Plan B increases stake in My Adviser
----- End of picture text -----

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SECTION[ 7] INTERESTS OF THE DIRECTORS

7.1 DIRECTORS’ RELEVANT INTERESTS

At the date of this Target’s Statement, the Directors (and their respective Associates) have relevant interests in Plan B Shares as set out below.

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----- Start of picture text -----

Director Plan B Shares
Mr Bryan Taylor 18,542,456
Mr David de Burgh 1,352,000
Mr Barry Honey 10,000
Mr Craig Lubich 11,793,583
----- End of picture text -----

Each of the Directors who holds a relevant interest in Plan B Shares intends to accept the Offer in respect of all of the Plan B Shares that they (and their respective Associates) own or control subject to there being no Superior Proposal.

7.2 DIRECTORS WHO DID NOT APPROVE THIS TARGET’S STATEMENT

No Director voted against the resolution authorising this Target’s Statement.

7.3 DIRECTORS’ RELEVANT INTERESTS IN IOOF

At the date of this Target’s Statement, no Director has a relevant interest in any securities of IOOF.

7.4 DIRECTORS’ DEALINGS IN PLAN B SHARES

No Director has provided or agreed to provide, or received or agreed to receive, consideration for any Plan B Shares under a sale, purchase or agreement for sale or purchase of such Shares or options in the period of four months ended on the date immediately preceding the date of this Target’s Statement, except as set out below.

On 28 June 2012, 160,000 Plan B Shares were transferred from Dawn Investments Pty Ltd as trustee for the Taylor Trust to Plan B Trustees Limited as trustee for the Lifetime Invest Service (B&A Taylor Family Pension Fund Account), for consideration of $80,000. Mr Bryan Taylor had an indirect relevant interest in the Shares transferred, both before and after the transfer.

7.5 DIRECTORS’ DEALINGS IN IOOF SECURITIES

7.6 CONDITIONAL AGREEMENTS

There is no agreement made or arrangement between any Director and any other persons in connection with or conditional upon the outcome of the Offer other than in their capacity as a holder of Plan B Shares.

7.7 INTERESTS OF DIRECTORS IN ANY CONTRACT WITH IOOF OR ITS RELATED BODIES CORPORATE

No Director has an interest in any contract with IOOF or any of its Related Bodies Corporate.

7.8 BENEFITS TO DIRECTORS OF PLAN B

No Director is entitled to receive any benefit in connection with his retirement as a Director of Plan B or a member of the Plan B Group, except that Messrs Taylor and Lubich have service contracts which provide for payments on termination. In each case the amount payable on termination of the service contract is the lower of 12 months’ salary and the maximum amount payable under Section 200G of the Corporations Act.

No Director or spouse, relative or Associate of a Director is entitled to receive any benefits in connection with the Offer, the transfer of the whole or any part of the undertaking or property of Plan B, a change or likely change in the control of any member of the Plan B Group, or a change or likely change in the composition of the Board.

7.9 IOOF’S DEALINGS IN PLAN B SHARES

To the knowledge of Plan B and the Directors, there were no acquisitions or disposals of any Shares in Plan B by IOOF or any of their Associates in the four months ending on the day immediately before the day on which the Bidder’s Statement was served on Plan B.

7.10 PLAN B’S DEALINGS IN IOOF SECURITIES

To the knowledge of Plan B and the Directors, there were no acquisitions or disposals of any securities in IOOF by Plan B or any Director in the four months ending on the day immediately before the day on which the Bidder’s Statement was served on Plan B.

No Director has provided or agreed to provide, or received or agreed to receive, consideration for any marketable securities in IOOF under a sale, purchase or agreement for sale or purchase of such securities in the period of four months ending on the date immediately preceding the date of this Target’s Statement.

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SECTION 8

ADDITIONAL INFORMATION

8.1 ISSUED CAPITAL

As at the date of this Target’s Statement, the issued capital of Plan B consists of 81,770,846 Plan B Shares.

8.2 BID IMPLEMENTATION DEED

Plan B entered into a Bid Implementation Deed with IOOF on 13 July 2012.

The Bid Implementation Deed is available on the Plan B website ( planbgroupholdings.com.au ), and is also attached to Plan B’s ASX announcement of 13 July 2012 (available at asx.com.au ).

8.3 FINANCIAL POSITION OF PLAN B

Other than as disclosed in Section 5.4 above there has not, within the knowledge of the Directors, been any material change to the financial position of Plan B as disclosed in Plan B’s financial statements for the half-year ended 31 December 2011 lodged with ASX and as disclosed to ASX in announcements lodged with ASX prior to the date of this Target’s Statement (refer to Section 6.3 above).

8.4 IMPACT OF OFFER ON MATERIAL CONTRACTS

Plan B and the Directors of Plan B are not aware of any contract that has been entered into by Plan B that contains a change of control provision which will be triggered if IOOF acquires more than 50% of Plan B’s Shares as a result of the Offer, other than:

1. the Bank of Western Australia Limited banking facility referred to in Appendix 2, paragraph (k) of the Bidder’s Statement; and

2. certain insurance policies held by Plan B, under which additional premiums may be payable to maintain cover following a change of control.

8.5 EXECUTIVE INCENTIVES

No incentives to executives of Plan B will be paid in connection with the Offer.

8.6 CONSENTS TO BEING NAMED

Lavan Legal has given and not withdrawn before the date of this Target’s Statement its consent to being named in this Target’s Statement as legal adviser to Plan B.

TC Corporate Pty Limited has given and not withdrawn before the date of this Target’s Statement its consent to being named in this Target’s Statement as financial adviser to Plan B.

First City Corporate Advisory Services Pty Ltd has given and not withdrawn before the date of this Target’s Statement its consent to being named in this Target’s Statement as financial adviser to Plan B.

Computershare Investor Services Pty Limited has given and not withdrawn before the date of this Target’s Statement its consent to being named in this Target’s Statement as Plan B’s share registry.

Each party named above as having given its consent to being named in this Target’s Statement:

1. does not make or purport to make any statement that is included in this Target’s Statement and there is no statement in this Target’s Statement which is based on any statement of that party; and

2. to the maximum extent permitted by law, specifically disclaims responsibility for any statement included in this Target’s Statement other than references to its name.

8.7 CONSENT TO STATEMENTS

This Target’s Statement contains certain statements which are made by, or based on statements made by, IOOF.

IOOF has consented to being named in the Target’s Statement and to the inclusion of:

1. each statement it has made; and

2. each statement which is based on a statement it has made,

in this Target’s Statement in the form and context in which those statements appear and has not withdrawn that consent as at the date of this Target’s Statement.

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SECTION 8 : ADDITIONAL INFORMATION (CONTINUED)

8.8 STATEMENTS IN DOCUMENTS LODGED WITH ASIC OR ASX

As permitted by ASIC Class Order 01/1543, this Target’s Statement may contain statements which are made, or based on statements made, in documents lodged with ASIC or ASX in compliance with the ASX Listing Rules. Under this Class Order, the consent of persons to whom such statements are attributed is not required for the inclusion of such statements in this Target’s Statement.

Any Plan B Shareholders who would like to receive a copy of any of the documents (or parts of the documents) that contain the statements which have been included in reliance on Class Order 01/1543 may obtain a copy free of charge during the Offer Period. A copy may be obtained by writing to the Company Secretary of Plan B.

8.9 NO OTHER MATERIAL INFORMATION

This Target’s Statement is required to contain all the information that Plan B Shareholders and their professional advisors would reasonably require to make an informed assessment of whether to accept the Offer, but:

8.10 DATE

This Target’s Statement is dated 9 August 2012 which is the date on which it was lodged with ASIC.

8.11 AUTHORISATION

This Target’s Statement has been approved by a resolution passed by the Directors of Plan B. No Director of Plan B voted against the resolution authorising this Target’s Statement.

Signed by Bryan Taylor, Chairman of Plan B, in accordance with Section 351 of the Corporations Act.

==> picture [56 x 58] intentionally omitted <==

Bryan Taylor

Chairman 9 August 2012

1. only to the extent to which it is reasonable for investors and their professional advisors to expect to find this information in this Target’s Statement; and

2. only if the information is known to any of the Directors.

The Directors are of the opinion that the information that Shareholders and their professional advisors would reasonably require to make an informed assessment of whether to accept the Offer is contained in the Bidder’s Statement and in this Target’s Statement.

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SECTION[9] DEFINITIONS AND INTERPRETATION

9.1 DEFINITIONS

In this Target’s Statement:

Acceptance Form means the acceptance form enclosed with the Bidder’s Statement.

Announcement Date means 13 July 2012.

ASIC means Australian Securities and Investments Commission.

Associate has the meaning given in Section 12 of the Corporations Act.

ASX means ASX Limited ACN 008 624 691 or the Australian Securities Exchange, as the context requires.

Bid Implementation Deed means the Bid Implementation Deed dated 13 July 2012 entered into between Plan B and IOOF. The Bid Implementation Deed is available on the Plan B website ( planbgroupholdings.com.au ), and is also attached to Plan B’s ASX announcement of 13 July 2012 (available at asx.com.au ).

Bidder’s Statement means the bidder’s statement (including the Offer) dated 26 July 2012, issued by IOOF in respect of the off-market bid by IOOF to acquire all the Plan B Shares on issue.

Board means the board of Directors of Plan B.

Business Day means a day on which banks are open for general banking business in Melbourne (not being a Saturday, Sunday or public holiday in Melbourne).

CHESS means the Clearing House Electronic Subregister System, which provides for electronic share transfer in Australia.

CHESS Holding means a holding of Plan B Shares on the CHESS subregister of Plan B.

Competing Proposal has the same meaning as in the Bidder’s Statement.

Controlling Participant means the broker or CHESS participant who is designated as the controlling participant for Shares in a CHESS Holding in accordance with the ASX Settlement and Operating Rules.

Corporations Act means the Corporations Act 2001 (Cth).

Defeating Condition means a condition of the Offer set out in Appendix 2 of the Bidder’s Statement which, if not satisfied or waived, entitles IOOF to rescind the Offer.

Dividend means a fully franked dividend of up to $0.03 per Share to be paid by Plan B to Shareholders as may be determined by the Plan B Board in its absolute discretion.

Director means a director of Plan B.

Effective Control means, when used in relation to the Offer, the holding by IOOF and its Related Bodies Corporate of a relevant interest in more than 50% of the Plan B Shares in circumstances where IOOF has declared the Offer unconditional.

Exclusivity Period has the same meaning as in the Bid Implementation Deed.

IOOF means IOOF Holdings Limited ABN 49 100 103 722.

IOOF Group means IOOF and its Related Bodies Corporate.

Issuer Sponsored Holding means a holding of Plan B Shares on Plan B’s issuer sponsored subregister.

Material Adverse Change has the same meaning as in the Bidder’s Statement.

Offer means the offer by IOOF to acquire all the Plan B Shares under the terms and conditions contained in Appendix 1 of the Bidder’s Statement and includes a reference to the offer as varied in accordance with the Corporations Act.

Offer Period has the same meaning as in the Bidder’s Statement.

Offer Price means $0.60 for each Share (subject to the terms and conditions set out in Appendix 1 of the Bidder’s Statement, including that the amount of consideration received directly from IOOF may be reduced by the amount of any Dividend).

Plan B means Plan B Group Holdings Limited ABN 36 124 951 337.

Court has the meaning given in Section 58AA of the Corporations Act.

33

SECTION 9 : DEFINITIONS AND INTERPRETATION (CONTINUED)

Plan B Board means the board of directors of Plan B from time to time.

Plan B Group means Plan B and its Related Bodies Corporate.

Plan B Shares and Shares mean fully paid ordinary shares in the capital of Plan B as the context may require.

Prescribed Occurrence has the same meaning as in the Bidder’s Statement.

Public Authority means any government or any governmental, semi-governmental, administrative, statutory or judicial entity, agency or authority, whether in Australia or elsewhere, including (without limitation) any selfregulatory organisation established under statute and ASX or any other stock exchange.

Related Body Corporate has the meaning given in Section 50 of the Corporations Act.

Shareholder and Plan B Shareholder mean a registered holder of a Share.

Superior Proposal has the same meaning as in the Bidder’s Statement.

Target’s Statement means this document, being the target’s statement given by Plan B in response to the Offer under Part 6.5 Division 3 of the Corporations Act.

• e. a statute, regulation, code or other law or a provision of any of them includes:

  • vi. any amendment or replacement of it; and

  • vii. another regulation or other statutory instrument made under it, or made under it as amended or replaced; and

• f. dollars or “$” is to Australian dollars, unless otherwise stated.

• “Including” and similar expressions are not words of limitation.

• Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

• Headings and any table of contents or index are for convenience only and do not form part of this Target’s Statement or affect its interpretation.

• A provision of this Target’s Statement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of the Target’s Statement or the inclusion of the provision in the Target’s Statement.

• If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.

9.2 INTERPRETATION

In this Target’s Statement, unless the context requires otherwise:

1. Reference to:

2. a. one gender includes the others;

3. b. the singular includes the plural and the plural includes the singular;

4. c. a person includes a body corporate;

5. d. a party includes the party’s executors, administrators, successors and permitted assigns;

34

CORPORATE DIRECTORY

REGISTERED OFFICE

Level 28 152-158 St Georges Terrace Perth WA 6000

LEGAL ADVISER

Lavan Legal The Quadrant Level 19, 1 William Street Perth WA 6000

DIRECTORS

Bryan Taylor David de Burgh Barry Honey Craig Lubich

SHARE REGISTRY

Computershare Investor Services Pty Limited GPO Box 52 Melbourne Vic 3001

COMPANY SECRETARY

Grant Nelles

FINANCIAL ADVISERS

TC Corporate Pty Limited Level 10,167 Macquarie Street Sydney NSW 2000

First City Corporate Advisory Services Pty Ltd Level 15, 31 Market Street Sydney NSW 2000

35

==> picture [98 x 44] intentionally omitted <==

PLAN B GROUP HOLDINGS LIMITED

ACN 124 951 337

Level 28 Central Park 152 - 158 St Georges Tce Perth Western Australia Telephone (08) 9324 6000 Facsimile (08) 9481 6148

POSTAL ADDRESS

PO Box 7008 Cloisters Square Perth WA 6850

0812