Acquisition of MLC Monday, 31 August 2020 NOT FOR DISTRIBUTION OR - PowerPoint PPT Presentation

Acquisition of MLC Monday, 31 August 2020 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Important notice and disclaimer Important notice and disclaimer  This investor presentation ( Presentation ) has been prepared by IOOF Holdings Ltd (ABN 49 100 103 722) ( IOOF ). This Presentation has been prepared in connection with IOOF’s acquisition of MLC and: a fully underwritten 1 institutional placement of new fully paid ordinary shares in IOOF ( New Shares ) to certain professional and sophisticated investors ( Placement ); and ‒ a fully underwritten 1 1 for 2.09 pro rata accelerated non-renounceable entitlement offer of New Shares to eligible shareholders ( Entitlement Offer ), ‒ (the Placement and Entitlement Offer are together, the Offer ).  IOOF will also undertake a non-underwritten share purchase plan to eligible shareholders in Australia and New Zealand (the Share Purchase Plan ) Summary information and source of MLC information  This Presentation contains summary information about IOOF and its activities which is current only at the date of this Presentation. The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in IOOF or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act 2001 (Cth) ( Corporations Act ). This Presentation should be read in conjunction with IOOF’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange ( ASX ), which are available at www.asx.com.au and www.ioof.com.  Certain information in this Presentation has been sourced from NAB, MLC, or their respective representatives or associates. While steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy. Certain market and industry data used in connection with this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither IOOF nor its representatives have independently verified any such market or industry data provided by third parties or industry or general publications.  IOOF undertook a due diligence process in respect of the Acquisition, which relied in part on the review of financial and other information provided by NAB. Despite making reasonable efforts, IOOF has not been able to verify the accuracy, reliability or completeness of all the information which was provided to it. If any such information provided to, and relied upon by, IOOF in its due diligence and in its preparation of this Presentation proves to be incorrect, incomplete or misleading, there is a risk that the actual financial position and performance of MLC and the Group may be materially different to the expectations reflected in this Presentation.  Investors should also note that there is no assurance that the due diligence conducted was conclusive, and that all material issues and risks in respect of the Acquisition have been identified and avoided or managed appropriately (for example, because it was not always possible to negotiate indemnities or representations and warranties from NAB to cover all potential risks). Therefore, there is a risk that issues and risks may arise which will also have a material impact on the Group (for example, IOOF may later discover liabilities or defects which were not identified through due diligence or for which there is no contractual protection for IOOF). This could adversely affect the operations, financial performance or position of IOOF. Not an offer  This Presentation is for information purposes only, and is not an offer for subscription, invitation or sale with respect to any securities in any jurisdiction and is not a prospectus, product disclosure statement or other offering document under Australian law or any other law. Nothing in this Presentation shall form the basis of any contract or commitment, or constitute investment, financial product, legal, accounting or tax advice or any recommendation. This Presentation is not and should not be considered an offer or an invitation to subscribe for or acquire shares or any other financial product.  This Presentation does not constitute or form a part of any offer or solicitation to purchase, subscribe or sell securities in the United States or any other jurisdiction in which such an offer would be illegal. No public offering of New Shares will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited.  The distribution of this Presentation in other jurisdictions outside Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of applicable securities laws (see “International Selling Restrictions” section of this Presentation). By accepting this Presentation you represent and warrant that you are e ntitled to receive such presentations in accordance with the above restrictions and agree to be bound by the limitations contained herein. Persons who come into possession of this Presentation who are not in Australia should seek advice on and observe any legal restrictions on distribution in their own jurisdiction. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Not for release or distribution in the United States  This Presentation may not be released or distributed in the United States.  This Presentation and the information contained herein does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer or solicitation would be illegal.  Neither the New Shares nor the entitlements have been, or will be, registered under the U.S. Securities Act of 1933, as amended ( U.S. Securities Act ) or the securities laws of any state or other jurisdiction of the United States.  Accordingly, neither the New Shares nor the entitlements may be offered or sold, directly or indirectly, to persons in the United States, unless they have been registered under the U.S. Securities Act (which IOOF has no obligation to do or procure and does not intend to do or procure), or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable securities laws of any State or other jurisdiction of the United States. No public offering of New Shares will be made in the United States. Notes: (1) Please refer to the summary of the underwriting agreement on slides 32-33. 2