Annual General Meeting 2005

1. Annual General Meeting 2005

2. Annual General Meeting 2005 Chairman’s Speech Ray Schoer

3. Agenda • Chairman’s Report • Chief Executive’s Report • Formal Resolutions • General Business • Questions • Close of Meeting and Afternoon Tea

4. Chairman’s Address • Another excellent financial year • Financial metrics • Corporate Governance • The Community • Going Forward

5. Excellent year - financial metrics • Net profit increased by 58% to 65.1m • NPAT excluding EMVONA increased 84% to $18.3m • Total shareholder return of 43% • Fully franked dividends of 22 cents per share • Special distribution of 8 cents per share

6. Governance and Regulation • Listing December 2003 • Good corporate governance • ASX Principles • ICT Governance • Governance Framework • Strong results within this framework

7. IOOF in the Community • IOOF Foundation • 2005 – Grants over $475,000 • Staff Giving Program

8. Going Forward • Significant change • Increasing demands • Well positioned • Commitment of Board, management and staff • Shareholder support

9. Annual General Meeting 2005 CEO’s Speech Ron Dewhurst

10. Agenda • High level results - another strong year • Business performance • Financial performance • Strategic direction • IOOF’s future outlook

11. Another strong year • Strong growth in cash earnings • Operating efficiency improved to 68% • Strong growth in all areas of FUMA • Established the foundations for sustainable growth Strong result, with focus on future sustainable growth

12. Funds growth driving earnings • Funds under Management and Administration ($bn) (“FUMA”) 41% W/Sale FUM Retail FUMA 41% growth in FUMA

13. Retail Funds Management • Highlights • 2005 ASSIRT/S&P Fund Manager of the Year (“FMOY”) • IOOF / Perennial Capital Stable Trust– Conservative category (Aug 2005) • Finalist in 2005 Morningstar FMOY awards • IOOF / Perennial - Overall Fund Manager of the Year • IOOF / Perennial - Multi-Sector • IOOF / Perennial - Australian Equities • Recommended rating by Morningstar • IOOF MIMs Australian Equities • Development of new platform offering • Launch of Term Allocated Pension

14. Perennial Investment Partners Total FUM Continued Momentum in FUM growth Note: * IOOF’s retail FUM managed by Perennial, is excluded from IOOF’s FUMA consolidation.

15. Strong growth in underlying earnings Significant contribution from Perennial Disciplined cost management has resulted in flat cost base Financial Performance Cash Earnings Delivering operating leverage

16. Financial Performance • Operating Efficiency Cash operating expenses to Gross Profit Working towards 66% (AGAAP) 69% (IFRS*) Note: Gross Profit is inclusive of other operating income and the Group’s share of PVM. * Excludes the impact of Benefit fund consolidation

17. Setting IOOF’s strategic direction • IOOF’s Strategic Statement (Dec 2004) • Focused provider of best of breed solutions • Best of breed alpha generator • Best practice solutions and service • Commitment to depth, as well as breadth, of relationships • Creator of value – not simply gatherer of assets Delivering a rewarding experience to stakeholders

18. Setting the strategic foundations • Foundations for sustainable growth • IOOF’s ‘brand DNA’ • Aligning Mission, Values and Visual Identity • Consistent framework for communication and decision making • Focus on developing and engaging talent • E-induction program / Code of conduct • Established talent review and training processes • Work flexibility provisions • New remuneration policy

19. Best of breed alpha generator • Broadening asset management capabilities • Non correlated asset classes • Foster Perennial’s high performing culture • Attract best of breed talent

20. Best practice solutions and service • IPS Phase II • Provide an independent alternative • Develop a platform to meet adviser’s business needs • Development of innovative investment solutions • Client service initiative • Listen to our clients • Understanding and improving our service delivery

21. Commitment to relationships • Development of holistic adviser value proposition • Developing depth as well as breadth of relationships • Leverage off the value proposition of OutScope • Launch of new Winchcombe Carson dealership model • Enhancing dealer practices and value proposition Increase IOOF’s relevance as a business partner

22. Looking forward • Strong growth in areas of comparative advantage • Refining our value proposition in the platform space • Increasing our relevance to advisers • Decisions today, to position IOOF for tomorrow • Continually assess the relevance of our existing businesses Building a business for long term sustainable growth

23. Annual General Meeting 2005Resolutions

24. IOOF Holdings Ltd - 2005 AGM • Resolution 2a - To re-elect Ian Blair to the Board • Votes % • FOR 15,993,594 78.27% • AGAINST 94,107 .46% • DISCRETIONARY* 4,347,075 21.27% • *The number of the Chairman’s discretionary proxy votes are 20.56% • Note: These figures relate to the proxies lodged 48 hours prior to the meeting

25. Annual General Meeting 2005Resolutions

26. IOOF Holdings Ltd - 2005 AGM • Resolution 2b - To re-elect Kate Spargo to the Board • Votes % • FOR 15,925,112 77.95% • AGAINST 158,101 .77% • DISCRETIONARY* 4,346,029 21.27% • *The number of the Chairman’s discretionary proxy votes are 20.58% • Note: These figures relate to the proxies lodged 48 hours prior to the meeting

27. Annual General Meeting 2005Resolutions

28. IOOF Holdings Ltd - 2005 AGM • Resolution 2c - To re-elect Tony Hodges to the Board • Votes % • FOR 15,957,485 78.07% • AGAINST 131,120 .64% • DISCRETIONARY* 4,350,833 21.29% • *The number of the Chairman’s discretionary proxy votes are 20.61% • Note: These figures relate to the proxies lodged 48 hours prior to the meeting

29. Annual General Meeting 2005Resolutions

30. IOOF Holdings Ltd - 2005 AGM • Resolution 2d - To elect Jane Harvey to the Board • Votes % • FOR 15,790,682 77.43% • AGAINST 213,835 1.05% • DISCRETIONARY* 4,389,891 21.52% • *The number of the Chairman’s discretionary proxy votes are 20.84% • Note: These figures relate to the proxies lodged 48 hours prior to the meeting

31. Annual General Meeting 2005Resolutions

32. IOOF Holdings Ltd - 2005 AGM • Resolution 2e - To elect Jim Pfeiffer to the Board • Votes % • FOR 15,551,476 76.37% • AGAINST 198,049 .97% • DISCRETIONARY* 4,613,154 22.65% • *The number of the Chairman’s discretionary proxy votes are 21.94% • Note: These figures relate to the proxies lodged 48 hours prior to the meeting

33. Annual General Meeting 2005Resolutions

34. Resolution 3 - Remuneration Report • Three main components: • Remuneration framework • Link between performance and pay • The amounts and their ‘packaging’

35. Resolution 3 - Remuneration Report • Our aim: • Attract and retain the best people • Reward for performance • Focus both short and long term

36. Resolution 3 - Remuneration Report • Non-executive Directors receive set fees only

37. Resolution 3 - Remuneration Report • Remuneration ‘packaging’: • Fixed • Short term incentive • Long term incentive

38. Resolution 3 - Remuneration Report • Scorecard: Financial 50% Strategic 30% People, culture and governance 20%

39. Resolution 3 - Remuneration Report Remuneration structured to ensure we attract and keep the people who will create high shareholder value

40. Annual General Meeting 2005Resolutions

41. IOOF Holdings Ltd - 2005 AGM • Resolution 3 - Adoption of Director’s Remuneration Report (non-binding resolution) • Votes % • FOR 12,574,077 68.54% • AGAINST 1,242,217 6.77% • DISCRETIONARY* 4,529,050 24.69% • *The number of the Chairman’s discretionary proxy votes are 23.90% • Note: These figures relate to the proxies lodged 48 hours prior to the meeting

42. Annual General Meeting 2005Resolutions

43. Resolution 4 • Increase in maximum fee: • Highly regulated industry • Complex company structure and products • Substantial growth in the business and associated risks • Significant participation by Directors • Consistent with market benchmarks • Proposed following independent advice • Capacity to appoint additional Directors

44. Annual General Meeting 2005Resolutions

45. IOOF Holdings Ltd - 2005 AGM • Resolution 4 - To increase the maximum aggregate remuneration to all non-executive directors • Votes % • FOR 13,380,296 77.62% • AGAINST 2,363,467 13.71% • DISCRETIONARY* 1,494,652 8.67% • *The number of the Chairman’s discretionary proxy votes are 7.89% • Note: These figures relate to the proxies lodged 48 hours prior to the meeting

46. Annual General Meeting 2005

47. IOOF Holdings Ltd - 2005 AGM • Ian Blair • Incoming Chairman

48. Disclaimer • Issued by IOOF Holdings Ltd ABN 49 100 103 722. The information contained in this presentation is given in good faith and has been prepared from information believed to be accurate and reliable. The information presented does not take into account your individual financial circumstances and it is not designed to be a substitute for specific financial or investment advice or recommendations and should not be relied upon as such. You should consider talking to your financial adviser before making an investment decision. So far as the law allows, IOOF excludes all liability for any loss or damage whether direct, indirect or consequential. • Whole numbers have been rounded for presentation purposes. However, percentages have been calculated on numbers prior to rounding.

49. Annual General Meeting 2005