MYSTATE LIMITED — M&A Activity 2011

Aug 30, 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF THAT JURISDICTION

==> picture [181 x 46] intentionally omitted <==

==> picture [119 x 46] intentionally omitted <==

31 August 2011

THE ROCK AND MYSTATE ANNOUNCE AGREED MERGER

The Rock Building Society Limited (The Rock) and MyState Limited (MyState) today announced that they have entered into a Scheme Implementation Deed (SID) whereby it is proposed that the two companies will merge by way of a scheme of arrangement (Scheme).

The proposed Scheme follows the successful merger of MyState Financial and Tasmanian Perpetual Trustees in 2009 to create MyState. It also follows a period of considerable consolidation in the banking industry in Australia in recent years and realises the ambitions of both MyState and The Rock to expand operations geographically, to secure growth opportunities.

The Boards of both The Rock (in the absence of a Superior Proposal) and MyState have each unanimously agreed to support the transaction which will, when fulfilled, create one of Australia’s leading listed community‐focused financial services groups (Merged Entity).

The MyState Board anticipates that the proposed Scheme will result in pre‐tax net synergies in the order of $7.5 million to $8.5 million per annum by year three and that the transaction will be earnings per share (EPS) accretive for MyState on an NPAT and cash basis in the first full year (excluding one‐off transaction costs). The transaction is anticipated to be strongly accretive by year three.

The proposed Scheme is anticipated to be implemented by December 2011, subject to the approval of The Rock’s shareholders, certain regulatory and other approvals, and the fulfilment of certain conditions.

Strategic rationale

The Boards of The Rock and MyState see substantial strategic benefits in combining the organisations, including:

• building on a shared vision and organisation values

• immediately accessible efficiency gains and cost savings

• enhanced distribution, with MyState able to access The Rock’s extensive national presence in the broker channel and both companies benefiting from an extended branch network

• geographic and balance sheet diversification, with the potential for further benefits such as reduced funding costs

• increased distribution opportunities for MyState’s wealth and trustee administration capabilities as well as imminent business banking and agribusiness offerings

• potential technology efficiencies

• improved growth opportunities for the Merged Entity over the near to medium term

Page 1 of 6

THE ROCK AND MYSTATE ANNOUNCE AGREED MERGER

More broadly, the Scheme is expected to result in a range of benefits for the shareholders, customers and employees of both organisations, including:

• MyState customers can anticipate funding benefits derived from an increase in the size of the balance sheet in addition to opportunities to bring forward improvements in IT systems, including enhanced online and mobile capabilities

• The Rock customers are expected to benefit from an improved range of products and services, including access to MyState’s rural and business banking capabilities as well as Wealth Management and Estate Planning and Trustee Administration offerings

• employees of both organisations are expected to benefit from enhanced employment prospects and wider opportunities within the Merged Entity

• shareholders of both companies are expected to benefit from improved operational efficiency as a result of the anticipated synergies

Transaction summary

Under the terms of the proposed Scheme, The Rock’s shareholders will receive 7.75 MyState shares for every 10 shares in The Rock. Based on the last sale price of MyState shares of $3.50 on 30 August 2011, the transaction represents a:

• value per The Rock share of $2.71

• premium of 47.4% to the last sale price of The Rock shares (recorded on 29 August 2011), which equates to a price to book ratio of 1.13 times net book value[1]

• premium of 40.2% to The Rock’s one month volume weighted average price (VWAP) of $1.93 per share

• premium of 30.2% to The Rock’s three month VWAP of $2.08 per share

• valuation for The Rock’s fully diluted share capital of approximately $68.3m

To ensure that both The Rock and MyState shareholders benefit from the performance of the respective entities in the period leading up to the implementation of the Scheme, the Boards of The Rock and MyState propose to bring forward the record dates for their respective interim dividends, with these dividends intended to be paid shortly following implementation of the proposed Scheme. The payment of the proposed The Rock interim dividend will be contingent upon the successful implementation of the Scheme. The payment of the proposed MyState interim dividend will not be contingent upon the successful implementation of the Scheme.

The Scheme is subject to approval by The Rock shareholders at a Scheme Meeting anticipated to be held in Rockhampton in November 2011. If the proposed Scheme is approved, The Rock and MyState shareholders will own approximately 22% and 78% of the Merged Entity respectively. The Merged Entity will have:

• an estimated combined market capitalisation of $282m based on the last sale prices of The Rock and MyState shares

• combined loans of $2.85bn and combined deposits of $2.24bn[2]

• a network of 21 branches and 20 mini branches and approximately 530 employees[2]

• funds under management and advice of $1.68bn[2]

The Boards of MyState and The Rock consider that the proposed combination represents a natural partnership that affords the opportunity to deliver significant mutual benefits for customers, employees and shareholders.

1 Net book value as at 30 June 2011 and based on the last sale price of The Rock shares recorded on 29 August 2011 2 Based on results as at 30 June 2011

Page 2 of 6

THE ROCK AND MYSTATE ANNOUNCE AGREED MERGER

This merger provides The Rock shareholders with the opportunity to be part of the larger MyState financial services group, which currently owns and operates MyState Financial, an authorised deposit‐taking institution (ADI) based in Tasmania, as well as a trustee and wealth management company, Tasmanian Perpetual Trustees, under a non‐operating holding company structure.

The merger will enable expansion of MyState to include The Rock as a wholly owned subsidiary, with the key advantages of the structure being the ability of The Rock to:

• maintain a separate operational structure focused on the needs of regional Queensland

• continue the proud traditions of The Rock brand and service to the local community

• benefit from the substantially increased operational capability and financial stability of the Merged Entity

The proposed Scheme will see The Rock’s Rockhampton head office maintained after implementation of the Scheme.

In separate announcements, The Rock and MyState today also announced their respective results for the full year to 30 June 2011.

The Rock reported a net profit after tax of $4.86m ($5.13m before exceptional items).

MyState reported a net profit after tax of $22.02m.

Full details are set out in the companies’ respective results announcements.

Commenting on the proposed Scheme, Stephen Lonie, Chairman of The Rock said:

“ Despite tough financial market conditions, the challenges of a regulatory inquiry and the recent Queensland floods, The Rock has maintained a strong balance sheet and has continued to provide an excellent level of service to its customers both in the Rockhampton region and around Australia. The proposed merger is the next logical step in The Rock’s development, to build a broader and more diverse retail business that provides a regionally‐focused alternative to the bigger banks for the communities of regional Queensland. ”

Dr Michael Vertigan AC, Chairman of MyState, said:

“ We are delighted to have reached agreement to merge with The Rock. In addition to offering an attractive premium to The Rock shareholders, the merger will deliver operational and financial synergies that will underpin the Merged Entity’s ability to compete more effectively with the bigger banks and deliver our respective customers a wider range of products and services. The proposed merger is a great development for MyState shareholders, most of whom live here in Tasmania, as we begin to expand operations nationally in order to grow and remain competitive. ”

Anticipated synergies

It is anticipated that the Merged Entity will be able to realise pre‐tax net synergies in the order of $7.5 million to $8.5 million per annum by year three. One‐off implementation costs of approximately $3.5 million before tax are expected to be incurred over the full three year period.

These synergies are expected to be achieved as a result of:

• revenue opportunities from the introduction of new products

• treasury and funding cost improvements

• IT‐related costs savings

• efficiencies in head office and other central administration costs

Page 3 of 6

THE ROCK AND MYSTATE ANNOUNCE AGREED MERGER

Balance sheet considerations

The transaction will not have an initial material impact on the capital position or liquidity of the Merged Entity. However, going forward substantial capital and liquidity management benefits are anticipated to accrue to the Merged Entity.

Board and management structure

Dr Michael Vertigan AC will continue as Chairman of MyState and Stephen Lonie, currently Chairman of The Rock, will be invited to join the MyState Board as a non‐executive director.

The Merged Entity’s executive team will continue to be led by the current Managing Director of MyState, John Gilbert. The Rock’s Managing Director, Stuart McDonald, will not continue in a role as part of the Merged Entity.

Scheme conditions

The conditions to the Scheme are set out in full in the SID which has been separately released to the Australian Securities Exchange (ASX) today.

In summary, the key conditions of the Scheme include, but are not limited to:

• all necessary regulatory approvals and consents are obtained and there is no adverse regulatory action by any public authority

• no material adverse change occurs in relation to The Rock or MyState businesses

• no 'prescribed occurrences' occur

• no material acquisitions, disposals or changes in the conduct of the business of The Rock or MyState, other than under certain circumstances

• approval by The Rock shareholders

• approval of the Scheme by the Court

Exclusivity and reimbursement arrangements

The SID also contains:

• no shop, no talk, notification and matching rights in favour of MyState, subject to certain fiduciary exceptions

• a reimbursement fee payable by The Rock and MyState in certain circumstances

Unanimous recommendation by The Rock’s Directors

The Directors of The Rock unanimously recommend to The Rock’s shareholders that the Scheme is in the interests of The Rock and its shareholders and that shareholders should vote in favour of the resolutions to be proposed at the Scheme Meeting, in the absence of a Superior Proposal. This recommendation is subject to the Independent Expert concluding that the Scheme is in the best interests of The Rock shareholders. Each Board member of The Rock intends, in the absence of a Superior Proposal, to vote, or procure the voting of any Rock shares held by or on their behalf at the time of the Scheme Meeting in favour of the Scheme, at the Scheme Meeting.

Page 4 of 6

THE ROCK AND MYSTATE ANNOUNCE AGREED MERGER

Shareholder information

Further information on progress relating to the proposed Scheme will be lodged with the ASX and made available via The Rock and MyState web sites and in due course The Rock shareholders will receive further details of the Scheme Meeting. It is anticipated that the Scheme Booklet will be distributed to The Rock shareholders in October 2011.

Further information for The Rock shareholders will be available from The Rock by calling 1800 806 645 or +61 7 4931 5500.

Advisers

The Rock has retained Pottinger and Clayton Utz and MyState has retained Ernst & Young and Freehills as financial advisers and legal advisers respectively.

ENDS

For further information, please contact:

Analysts:	John Gilbert,ManagingDirector,MyState	(03)6211 2600
	Stuart McDonald,ManagingDirector,The Rock	(07)4931 5519
Media:	AnthonyTregoningor AshleyRambukwella,FCR	(02)8264 1000 or(02)8264 1004
Rock investors:	Shareholder information line	1800 806 645 or +61 7 4931 5500

Information about The Rock

The Rock is a customer‐focused financial institution founded in Rockhampton in 1967. It is an ADI governed by APRA. The Rock listed on the ASX in 1992.

The business provides a range of products and services, including home loans, term deposits, savings accounts, insurance and online financial products through its branch, mini‐branch, ATM and mortgage broker networks. The Rock has nine branches, 20 mini‐branches and 32 ATMs across regional Queensland, where it has strong brand recognition and customer loyalty. It has approximately 130 staff.

The Rock maintains strong links with the communities in which it operates, supporting community events, organisations and charities through its highly‐regarded and award‐winning Community Support Program.

Information about MyState

MyState is a non‐operating holding company and is a major Tasmanian based listed diversified financial group. It was formed in September 2009 to effect the merger of MyState Financial, an ADI, and Tasmanian Perpetual Trustees (TPT), a trustee and wealth management company.

Both MyState and MyState Financial are regulated by APRA and MyState was enabled under Tasmanian legislation to own TPT, an authorised trustee company. TPT continues to be a registered superannuation entity. Both MSF and TPT hold Australian Financial Services Licences and Australian Credit Licences issued by the Australian Securities and Investments Commission (ASIC).

Page 5 of 6

THE ROCK AND MYSTATE ANNOUNCE AGREED MERGER

Important notice

This announcement contains forward‐looking statements which can be identified by the use of words such as “may”, “should”, “will”, “projected”, “expect”, “anticipate”, “believe”, “estimate”, “intend”, “scheduled” or “continue” or similar expressions. Any forward‐looking statements contained in this announcement are subject to significant risks, uncertainties, assumptions, contingencies and other factors (many of which are outside the control of, and unknown to, MyState, The Rock and their respective officers, employees, agents and associates), which may cause their actual results or performance to be materially different from any future result so expressed or implied by such forward looking statements. There can be no assurance or guarantee that actual outcomes will not differ materially from these statements. The parties reserve the right to vary the information in this announcement at their absolute discretion.

Page 6 of 6

Growth through scale and diversity

MyState and The Rock: Merger presentation

==> picture [780 x 69] intentionally omitted <==

==> picture [780 x 68] intentionally omitted <==

==> picture [780 x 69] intentionally omitted <==

Growth through scale and diversity Proposed merger eb tween MyState and The Rock 31 August 2011

==> picture [780 x 68] intentionally omitted <==

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF THAT JURISDICTION

MyState and The Rock: Merger presentation

Growth through scale and diversity

A lli compe ng merger

Key information post merger

 A natural partnership

• Shared long term vision and growth strategies

• Aligned culture and values

• Common view of the im p ortance of scale

 Substantial synergies

• Duplicated corporate costs

• Operational and systems

• Financial

 Growth through scale and diversity

• Customer base and geographical reach

• Product and service mix and distribution channels

• Funding sources

 Lower risk profile through geographic and pro d uc t vers di ifi ca ti on

 Builds scale compared to peers

 Improvement in ASX ranking

==> picture [371 x 341] intentionally omitted <==

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

Branch network 21 branches and 20 mini branches
Accessible
c3,450
ATM network [1]
Total loans $2.85bn
Total deposits $2.24bn
Funds under
$924m
management
Funds under advice $760m
Combined market $282m
value [2] (excluding impact of synergies)
Rank on ASX [3] Potential top 300 inclusion
----- End of picture text -----

• 1) Based on customer access to ATM networks, not owned ATM networks. 2) Based on the last sale prices of The Rock and MyState shares. MyState shares last traded on ASX on 30 August 2011. The Rock shares last traded on the ASX on 29 August 2011. Market data from Capital IQ. 3) Based on last sale prices of MyState and The Rock shares as sourced from Capital IQ, the combined entity would rank number 318 on the ASX by market capitalisation, excluding the impact of synergies

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

1

MyState and The Rock: Merger presentation

Growth through scale and diversity

Key erms ant d conditions

Offer summary

 Merger of MyState and The Rock

Exchange 7.75 MyState shares per 10 shares in The – 7.75 MyState shares per 10 shares in The Rock ratio Rock – Offer value of $2.71 per The Rock share – ’ 47 . 4% premium to The Rock s last sale price[1] $2.71 per The Rock share based on last – Offer value[1] The Rock shareholders will own 22.4% of the merged entity MyState sale price of $3.50 – CGT roll‐over relief anticipated for The Rock’s shareholders Dividends 47 4% premium to last sale price of The. – Rock shares of $1.84 Full year dividends announced today – Early interim dividends planned by MyState and The Rock[[3]] 40.2% premium to 1 month VWAP[2] Transaction to be implemented via a Scheme of of $1.93 per The Rock share Arrangement by The Rock Premium[1] Other key aspects 30.2% premium to 3 month VWAP[2] – of $2 08 per The Rock share. Treasurer/APRA approval and other approvals – Independent Expert to opine on transaction – No shop, no talk and matching rights in favour of MyState 21.3% premium to 6 month VWAP[2] – Rock Chairman Stephen Lonie to join MyState Board as NED of $2.24 per The Rock share

• Offer value of $2.71 per The Rock share

• CGT roll‐over relief anticipated for The Rock’s shareholders

 Dividends

• Early interim dividends planned by MyState and The Rock[[3]]

• Transaction to be implemented via a Scheme of Arrangement by The Rock

 Other key aspects

• Independent Expert to opine on transaction

• No shop, no talk and matching rights in favour of MyState

• 1) Market data from Capital IQ at 30 August 2011. The Rock shares last traded on the ASX on 29 August 2011. MyState shares last traded on the ASX on 30 August 2011. 2) Volume weighted average price calculated on a calendar basis. 3) The payment of the proposed The Rock interim dividend will be contingent upon the successful implementation of the Scheme. The payment of the proposed MyState interim dividend will not be contingent upon the successful implementation of the Scheme

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

2

MyState and The Rock: Merger presentation

Growth through scale and diversity

Benefits or f The ocR k’s stakeholders

 A broader range of products and services

Benefits for customers  A more efficient business

 Ongoing investment in The Rock’s branch network and brand

 Sh are d va ues an l d s m i il ar cu lt ures

Benefits for employees  A larger, financially stronger group

 Ongoing investment in employee training and development

 A shared focus on regional communities

Benefits for the community  Ongoing commitment to Rockhampton and regional Queensland

 Economic in ection throu h otential future rowth j g p g

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

3

MyState and The Rock: Merger presentation

Growth through scale and diversity

Comp emenl tary us nesses –b i improved strength through di versification

==> picture [781 x 383] intentionally omitted <==

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

The Rock MyState Combined
Queens anl d  
Geographic
Tasmania  
spread
Other States  
Retail & SME   
Customer base
Business  
Retail products   
Consumer enl ding  
Business banking  
Product range Agribusiness banking  
Insurance products   
Wealth management  
Trust company services  
Distribution Local branches   
networks Mortgage brokers  Tasmania only 
Retail deposits   
Funding
Wholesale funding   
----- End of picture text -----*

• Through broker channel

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

4

MyState and The Rock: Merger presentation

Growth through scale and diversity

Loca enl id tities reta nei d – a p al tform or urf f ther growth

==> picture [781 x 274] intentionally omitted <==

• The Rock, MyState Financial and Tasmanian Perpetual Trustees brands and identities to be retained

 The Rock brand to continue to be used nationally via mortgage brokers and across regional franchise in Queensland

 The Rock’s business will continue to be managed from its Rockhampton head office

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

5

MyState and The Rock: Merger presentation

Growth through scale and diversity

A substantia ncrease n overal i i ll sca e n anl i b king

Total loans as at June 2010[1]

Retail deposits as at June 2010[1]

==> picture [781 x 271] intentionally omitted <==

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

$8,000m $6,000m
$7,000m
$5,000m
$6,000m
$5,000m $4 , 000m
$4,000m $3,000m
$3,000m
$2,000m
$2 , 000 m
$1,000m
$1,000m
$0m $0m
----- End of picture text -----

 Australia’s largest listed non‐bank ADI[2]

 Figures exclude MyState funds under management and advice of $1.68bn

Key Coloured bars = listed companies Grey bars = mutual organisations

• 1) Source: FY10 company accounts. Figures as at 30 June 2010 (2011 data not yet published by most industry participants). Heritage transferable deposits excluded. Since the release of the FY10 results, Greater Building Society acquired ABS Building Society; the figures for Greater Building Society do not account for this acquisition. “Pro forma” values in both charts are calculated as the sum of the values for MyState and The Rock for respective metrics. 2) On a pro forma basis, based on FY10 company accounts

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

6

MyState and The Rock: Merger presentation

Growth through scale and diversity

Detailed i ntegration p anl

 Integration guided by a clear set of principles

• “ Clearly distinct local identities ” will be maintained

• We will make “ the best of our brands ”, making the most out of our combined people, products and systems

• “ ” Customer r vend i , o ensure t th a t a ll cus t omer ouc t h po n i t s are ma n i t a ne i d or mprove i d , w ith s gn i ifi can t p anne l d nves i t men t

• in the existing branch network of The Rock

• “ Drive efficiency ” by leveraging size and scale benefits

• “ Maximise growth opportunities ” over the medium to long term

 Structured integration plan

• Leverage MyState’s previous experience in delivering a successful integration plan

• Detailed synergy and integration plan developed in conjunction with third party advisers

• Dedicated Project Management Office will drive the integration process and benefit realisation

• Utilisation of existing project management and change management methodologies where appropriate

• Executive accountability for individual work streams, with a strong Board governance and oversight program

 John Gilbert, Managing Director of MyState, will be MD of the merged entity

• The Rock’s Managing Director, Stuart McDonald, will not continue in a role as part of the merged entity

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

7

MyState and The Rock: Merger presentation

Growth through scale and diversity

Mater a synergy enei l b fits are antic pai ted

==> picture [371 x 27] intentionally omitted <==

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

Synergy overview
----- End of picture text -----

==> picture [371 x 33] intentionally omitted <==

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

$7.5m to $8.5m p.a. net pre‐tax by year 3 [2]
----- End of picture text -----

 Primary synergy drivers

• Expansion of The Rock’s product offering using MyState products and services, and through branch upgrades

==> picture [373 x 165] intentionally omitted <==

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

Revenue eneb fits
Treasury benefits
IT benefits
----- End of picture text -----

• Funding synergies

• Treasury benefits, including proposed ADI licence consolidation[1]

• IT consolidation benefits

 Three main components of synergies

• Corporate costs, operations and IT

• Fundin g s y ner g ies and treasur y benefits , drivin g increased net interest margin

==> picture [738 x 129] intentionally omitted <==

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

net interest margin
Operations
–
Revenue benefits
Net one‐off im p lementation costs of c. $ 3.5m [[3]]
Head office
–
Spread evenly over the first 3 years
–
Includes investment in branch network upgrades (c.$2m)
Year 1 Year 2 Year 3
and IT implementation and restructuring costs
----- End of picture text -----

• Revenue benefits

 Net one‐off im p lementation costs of c. $ 3.5m[[3]]

• Spread evenly over the first 3 years

1) Subject to APRA approval. 2) Excluding pre‐tax implementation costs which include costs associated with upgrades to the branch network, IT implementation and restructuring costs amongst others. Implementation costs exclude transaction costs associated with adviser fees and other transaction execution costs. Synergy benefits are estimates only. 3) Implementation costs are estimated on a pre‐tax basis

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

8

MyState and The Rock: Merger presentation

Growth through scale and diversity

Mat i l i t i n combined cos ncome ratio er a mprovemen t/i

Cost/income ratio[1]

==> picture [781 x 271] intentionally omitted <==

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

80%
MyState Limited ‐ standalone Merged Entity FY11
75%
70%
65%
60%
55%
FY 09 FY 10 FY 11 Combined Pro forma
----- End of picture text -----

• MyState Financial/Tasmanian Perpetual Trustees merger completed on 9 September 2009

• Efficiency improvements over last two years

• Combined cost/income ratio approximately 69%

• Anticipated synergies expected to lead to a significant increase in the cost efficiency of the merged entity, with a pro forma cost / income ratio of 64%

• 1) Values for MyState Limited sourced from the company’s annual results, including pro forma comparative figures for FY09. Combined value is calculated as the weighted average FY11 of results for MyState Limited and The Rock. The pro forma value is calculated on the same basis as the the combined value but includes the effect of average anticipated pre‐tax net synergies of $8m

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

9

MyState and The Rock: Merger presentation

Growth through scale and diversity

Ba ance sl heet strength and enhanced f unding m xi

 Sound balance sheet maintained 1

• Pro forma tier 1 capital ratio as at 30 June 2011 of 14.4%, after allowing for transaction costs

• Pro forma total capital ratio as at 30 June 2011 of 14.5%, after allowing for transaction costs

• P ro orma re f t urn on 30 une J 2011 equ it y o f 12 . 4% an d pro orma re f t urn on 30 une J 2011 asse t s o f 93b ps

 Enhanced funding mix

• Retail deposits

• Wholesale funding capability

 Solid dividend paying capability

• Full year dividends declared by MyState and The Rock today

• Both MyState and The Rock propose to bring forward the record dates for their respective interim dividends, with these dividends to be paid shortly following implementation of the Scheme[2]

• MyState’s existing target dividend payout ratio of 70% to 90% of post tax profits will be maintained

 Existing MyState non‐operating holding company structure retained post merger

• Proposed integration of ADI licences in due course will improve overall capital efficiency[3]

1) Pro forma return numbers include the effect of anticipated year 3 net pre‐tax synergies of $8m p.a. and one‐off estimated transaction costs associated with adviser fees and other transaction execution costs, estimated at $3.6m. 2) The payment of the proposed The Rock interim dividend will be contingent upon the successful implementation of the Scheme. The payment of the proposed MyState interim dividend will not be contingent upon the successful implementation of the Scheme. 3) Subject to APRA approval

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

10

MyState and The Rock: Merger presentation

Growth through scale and diversity

Offer prem um or i f The ocR k’s shareholders

Offer premium[1]

+40.2%

+30.2%

+21.3%

==> picture [781 x 136] intentionally omitted <==

The Rock The Rock The Rock 1 month Value of 3 month Value of 6 month Value of VWAP prior MyState VWAP prior MyState VWAP prior MyState to offer offer of to offer offer of to offer offer of $1.93 $2.71 $2.08 $2.71 $2.24 $2.71 The Rock The offer The Rock The offer The Rock The offer

The offer

1) Market data from Capital IQ as at 30 August 2011. Value of MyState offer based on last sale price of MyState shares at 30 August 2011 and exchange ratio as detailed in the Scheme Implementation Deed

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

11

MyState and The Rock: Merger presentation

Growth through scale and diversity

Benefits or currenf t MyState shareholders – pro orma f 2011 fi gures

Substantial upside potential for MyState shareholders including a share in synergies of 14% of pro forma earnings and 12% of pro forma DPS. This is based on average anticipated net pre‐tax synergy benefits of $8m, excluding estimated one‐off implementation costs of $3.5m. Details of anticipated synergies are outlined on slide 8.

2011 pro forma NPAT[1]

2011 pro forma EPS[1]

2011 pro forma DPS[1]

==> picture [781 x 209] intentionally omitted <==

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

+14% +14% +12%
Current
Pro forma 2011
MyState MyState Pro forma MyState Pro forma
NPAT including
NPAT synerg esi 2011 EPS of 2011 EPS 2011 DPS of 2011 DPS
$22.0m $25.2m $0.33 of $0.37 $0.27 of $0.30
----- End of picture text -----

MyState

Pro forma

MyState

Pro forma

MyState

Pro forma

1) Includes full realisation of estimated pre‐tax net synergies of $8m p.a. and excludes estimated one‐off implementation costs of $3.5m. Pro forma earnings includes MyState’s share of $8m in anticipated net pre‐tax synergies (77.6% of $5.6m post‐tax synergies). Pro forma Dividend Per Share (DPS) is calculated as the weighted average of the FY11 payout ratios of The Rock and MyState, weighted by relative contribution to pro forma FY11 profits excluding synergies

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

12

MyState and The Rock: Merger presentation

Growth through scale and diversity

MyState and The ocR k are arget ting comp el tion pr or o i t 31 D ecember 2011

Transaction timeline 31 Aug 2011 Merger of MyState and The Rock announced Prepare documentation for shareholders in The Rock Oct 2011 First court hearing Regulatory l approva s Scheme booklet distributed to The Rock’s shareholders Scheme meeting of The Rock’s shareholders Record date for interim dividends for MyState and The Rock Second court h ear ngi Dec 2011 Scheme implemented and interim dividends paid 13

MyState and The Rock: Merger presentation

Growth through scale and diversity

Enhanced l ong erm prospect ts

==> picture [781 x 383] intentionally omitted <==

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

Expected business improvements Beneficial for all stakeholders
 Cost efficiencies
Scale
 Growth potential
Shareholders
+
 Customer base
Customers
 Geographical reach
Diversification  Product and service mix
 Distribution channels
E l
mp oyees
 Funding sources
+
Community
 Strong capital position
Balance sheet
 Enhanced funding mix
----- End of picture text -----

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

14

MyState and The Rock: Merger presentation

Growth through scale and diversity

The merger as h the unan mous suppori t of b oth B oards

The Rock Board’s statement

MyState Board’s statement

==> picture [781 x 68] intentionally omitted <==

The Rock’s Board unanimously supports the proposed Scheme, which will enhance The ocR k’s overall fi nanc a si l trength and the breadth and depth of services we offer our customers, whilst delivering an attractive outcome to shareholders of both MyState and The Rock.

The MyState Board unanimously supports the proposed Scheme, which will enhance MyState s overa’ ll fi nanc a si l trength and the breadth and depth of services we offer our customers, whilst delivering an attractive outcome to shareholders of both The Rock and MyState.

==> picture [781 x 68] intentionally omitted <==

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

15

MyState and The Rock: Merger presentation

Growth through scale and diversity

Important notice and di sc a merl i

• Thi s presentat on as een prepare i h b d y b Th e oc R k u B ildi ng oc ety m te S i Li i d (“Th e oc R k”) an d M y S tate Li m te i d (“M y S tate ”) . Th e mater a conta ne i l i d n i this presentation is intended to be general background information on both MyState and The Rock and their respective activities

• The information contained in this presentation is not intended to be an offer for subscription, invitation or recommendation with respect to shares in any jurisdiction. It is not intended that the information in this presentation is to be relied upon as advice to investors or potential investors. All investors should consider seeking independent professional advice depending upon their specific investment objectives , financial situation or particular needs

• No representation or warranty, express or implied, is made in relation to the accuracy, reliability or completeness of the information contained in this document or opinions expressed in the course of this presentation. The material contained in this presentation may include information derived from publicly available sources that has not been independently verified . The information contained in this presentation is subject to change without notification. Subject to any obligation, order, applicable laws or regulations, the parties disclaim any obligation to release any updates or revisions to the material in this presentation to reflect any change in expectations or assumptions

• This presentation contains forward‐looking statements which can be identified by the use of words such as “may”, “should”, “will”, “expect”, “antici p ate” , “ p ro j ected” , “believe” , “estimate” , “intend” , “scheduled” or “continue” or similar ex p ressions. An y forward‐lookin g statements contained in this presentation are subject to significant risks (both known and unknown), uncertainties, assumptions, contingencies and other factors, many of which are outside the control of, and unknown to, The Rock and MyState and their respective officers, employees, agents and associates. This may cause the actual results or performance of either The Rock or MyState to be materially different from any future result so performed, expressed or implied by such forward looking statements. There can be no assurance or guarantee that actual outcomes will not differ materially from these statements . The pro forma financial information provided in this presentation is for illustrative purposes only and is not represented as being indicative of The Rock's or MyState’s view on their respective future financial conditions or performance. No responsibility is accepted by The Rock or MyState or any of their respective related entities, employees, agents or advisers, for any of the information or for any action taken by you on the basis of the information or opinions expressed in the course of this presentation

==> picture [71 x 28] intentionally omitted <==

==> picture [112 x 29] intentionally omitted <==

16