IOOFF / Insignia Financial Ltd. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 February 21, 2014

Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 February 21, 2014 Deutsche Bank Trust Company Americas, as Depositary 60 Wall Street New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited ordinary shares of IOOF Holdings Limited Dear Sirs: Referring to the Registration Statement on Form F-6 relating to the above-entitled American Depositary Shares evidenced by American Depositary Receipts each American Depositary Share representing two ordinary shares of IOOF Holdings Limited (the "Company"), a corporation incorporated under the laws of Victoria, Australia.

DEPOSIT AGREEMENT by and among IOOF HOLDINGS LIMITED DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of [date], 20

DEPOSIT AGREEMENT by and among IOOF HOLDINGS LIMITED AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of [date], 2014 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of , 2014, by and among (i) IOOF Holdings Limited, a company incorporated under the laws of the Commonwealth of Australia, and its successors (the "Company"), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.

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As filed with the United States Securities and Exchange Commission on February 21, 2014 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.