Parties. Seller and Buyer. Seller. Macquarie Life Limited. Name ACN Address 1 Shelley Street, Sydney NSW Buyer

Transcription

1 Scheme under Part 9 of the Life Insurance Act 1995 ( Cth) for the transfer of part of the Life Insurance Business of Macquarie Life Limited to Zurich Australia Limited Parties Seller Seller and Buyer Name Macquarie Life Limited ACN Address 1 Shelley Street, Sydney NSW 2000 Buyer Name ACN Address Zurich Australia Limited Blue Street, North Sydney NSW 2060 Recitals A B C D E The Seller and the Buyer are life companies registered under the Life Insurance Act 1995 (Cth) (Life Act). The Seller and the Buyer have agreed to transfer the Life Insurance Business comprising the Assets and the Assumed Liabilities from the Seller to the Buyer, subject to the confirmation of the Court, in accordance with the terms of the Sale and Purchase Deed which forms part of this Scheme. Under Part 9 of the Life Act the Court may confirm a scheme for the transfer of the life insurance business of one life company to another life company. The transfer of the Transferred Assets to, and the assumption of the Transferred Liabilities by, the Buyer will be effected under this Scheme in accordance with Part 9 of the Life Act by the confirmation of this Scheme by the Court. The Transfer of the remainder of the Assets and Assumed Liabilities will be effected pursuant to the Sale and Purchase. The following actuarial reports have been prepared on this Scheme, and on the impact of the transfer on relevant policyholders: ME_ _ 4 (W2007)

2 (c) a report dated 3 August 2016 prepared by Mr Martin Paino, the appointed actuary of the Seller; a report dated 3 August 2016 prepared by Mr Tim Howell, the appointed actuary of the Buyer; and a report dated 3 August 2016 prepared by Ms Caroline Bennet the independent actuary jointly appointed by the Seller and the Buyer. MEJ _4 (W2007)

3 1 Definitions and interpretation 1.1 Definitions In this Scheme, terms capitalised but not defined in this clause 1.1 have the same meaning as in the Sale and Purchase Deed. These meanings apply unless the contrary intention appears: Appointed Actuary Reports means the actuarial reports referred to in recitals E and E. Buyer Fund means the Buyer s Statutory Fund No.2, maintained by the Buyer under Part 4 of the Life Act. Court means the Federal Court of Australia. FutureWise Life Policies means: Life Policies issued with respect to the product of the Seller known as 'FutureWise'; and Life Policies issued with respect to the product of the Seller known as 'Super Protector'. Sale and Purchase Deed means the deed dated 4 March 2016 between the Seller and Buyer (excluding schedule 5 Employees to the deed) in relation to the transfer of the life insurance business of the Seller to the Buyer, attached to this Scheme as Schedule 1. Seller Fund means the Seller s Statutory Fund No.4, maintained by the Seller under Part 4 of the Life Act. Transferred Assets means the Assets as defined in the Sale and Purchase Deed, other than the IT Systems. Transferred Contracts means the Contracts as defined in the Sale and Purchase Deed. Transfer Date means 12.01am on the date which is the first day of the calendar month after the calendar month in which this Scheme is confirmed by the Court pursuant to Part 9 of the Life Act or such other time and date as determined by the Court. For the avoidance of doubt the Transfer Date need not be a Business Day. Transferred Liabilities means the Assumed Liabilities as defined in the Sale and Purchase Deed. Zurich Wealth Protection Life Policies means life policies (within the meaning of the Life Act) issued with respect to the product of the Buyer known as 'Zurich Wealth Protection'. 1.2 Interpretation Clause 1.2 ( Interpretation ) of the Sale and Purchase Deed applies to this Scheme as if it was set out in this Scheme in full. 2 Conditions precedent 2.1 Conditions precedent This Scheme is subject to each of the conditions precedent in clause 4.1 of the Sale and Purchase Deed having been satisfied. ME_ _4 (W2007)

4 2.2 Condition precedent not satisfied In the event that any condition precedent in clause 2.1 of this Scheme is not satisfied by the End Date then, without limiting or varying the Sale and Purchase Deed, this Scheme has no further operation. 3 Appointed Actuary Reports The Appointed Actuary Reports give an overview of the Seller Fund and the Buyer Fund, including their financial position and the impact of the Scheme on the position of holders of Life Policies. 4 Sale and Purchase Deed The terms of the Sale and Purchase Deed that govern the transfer of the Transferred Assets and assumption of the Transferred Liabilities from the Seller to the Buyer form part of this Scheme, including the Buyer s obligation to pay the Purchase Price in accordance with the Sale and Purchase Deed. 5 Transfer of Transferred Assets and applications 5.1 Transfer of Transferred Assets On and from the Transfer Date: the Assets that form part of the Seller Fund will be transferred from the Seller Fund to, and will become part of, the Buyer Fund, as follows: (i) (ii) any Shareholders' Capital and Retained Profits in relation to the Seller Fund immediately prior to the Transfer Date becomes part of the Shareholders' Capital and Retained Profits respectively of the Buyer Fund; and any Shareholders Retained Profits (Overseas and Non-Participating) in relation to the Seller Fund immediately prior to the Transfer Date becomes part of the Shareholders' Retained Profits (Overseas and Non-Participating) in relation to the Buyer Fund; and all Transferred Assets not transferred under clause 5.1 will be transferred from the Seller to the Buyer, without the need for any further steps to be taken. 5.2 Applications or proposals On and from the Transfer Date: any applications or proposals for life policies (within the meaning of the Life Act) received by the Seller before the Transfer Date which have not been accepted by the Seller as at the Transfer Date, will for all purposes be treated as an application or proposal (as the case may be) to the Buyer for that policy on the same terms (other than that the issuer will be the Buyer); and any policy resulting from an application or proposal in clause 5.2 will take effect and be construed for all purposes as a policy issued by the Buyer. 6 Transfer of Transferred Liabilities On and from the Transfer Date: ME_ _4 (W2007)

5 (c) (d) (e) the Buyer is liable for and assumes the Transferred Liabilities (whether arising or accruing before or after the Transfer Date); the Buyer must indemnify, and keep indemnified, the Seller from and against Liability in connection with the Transferred Liabilities (whether arising or accruing before or after the Transfer Date); the Buyer will be substituted for the Seller in all the Life Policies and Transferred Contracts as if the Buyer was, and at all times had been, a party to the Life Policies and Transferred Contracts in respect of the Transferred Liabilities, and the Seller will be released and discharged from all Transferred Liabilities (whether arising or accruing before or after the Transfer Date); Transferred Liabilities which immediately prior to the Transfer Date were Liabilities of the Seller Fund will become Liabilities of the Buyer Fund; and the rights, benefits and liabilities of the owners, and any persons claiming through or under them, under the Life Policies in respect of the Transferred Liabilities will be the same as if: (i) (ii) the proposals and applications on which they were based had been made to and accepted by the Buyer instead of the Seller; and those policies had been issued by the Buyer instead of the Seller, without the need for any further steps to be taken. 7 Terms of Life Policies and Transferred Contracts, Claims and proceedings On and from the Transfer Date: a reference to the Seller or the Seller Fund in: (i) (ii) (iii) any Life Policy or Transferred Contract; any application or proposal for a Life Policy; any other document evidencing or relating to a Life Policy or Transferred Contract, will have effect and be construed as a reference to the Buyer or the Buyer Fund (as the case may be); (c) (d) any person having a Claim against or obligation to the Seller in respect of the Transferred Assets or Transferred Liabilities will have the same Claim against or obligation to Buyer in substitution for the Claim against or obligation to the Seller irrespective of when the Claim or obligation arose; all premiums and other amounts payable to or recoverable by the Seller under or in respect of the Life Policies will be payable to and recoverable by the Buyer instead of the Seller; the Buyer will be entitled to enforce all rights and remedies which but for the Scheme would have been enforceable by the Seller under or in respect of the Life Policies including any claims byway of subrogation, contribution, outstanding premium and any other recoveries related directly or indirectly to any Life Policies; ME_ _4 (W2007)

6 (e) (f) (g) the Buyer bears the obligation to pay commissions payable to any person in respect of a Life Policy and is entitled to seek repayment of commission (whether originally paid by the Buyer or the Seller) instead of the Seller; any legal proceedings pending by or against the Seller in respect of a Transferred Asset or Transferred Liability will be continued by or against the Buyer, as the case may be; and all authorities, directions, mandates and instructions given to the Seller in respect of the Transferred Assets or Transferred Liabilities (including to deduct premiums or fees payable in respect of Life Policies (whether by debiting a bank account, through automatic payroll deductions or electronic bank transfer or otherwise) or to disclose or obtain information) are deemed to be given to the Buyer instead of the Seller, without the need for any further steps to be taken. For the avoidance of doubt, (c), (d), (e) and (g) are not required to be satisfied for the Scheme to have effect. 8 Conduct of business On and from the Transfer Date, the Buyer must maintain policies and practices designed to enable it to conduct the Life Insurance Business in a manner which is consistent with its legal and regulatory obligations and which satisfies the contractual rights and benefits of the holders of Life Policies and their reasonable benefit expectations and maintains their benefit security. For the purposes of this clause 8, "policies and practices" include policies and practices relating to: (i) (ii) (iii) (iv) (v) (vi) arrangements relating to reinsurance; the method of determining premium rates and charges; policy underwriting; claims management; the capital management framework; and the risk management framework. (c) (d) The Buyer must review such policies and practices periodically to ensure they remain appropriate and, following such review, may alter those policies in any manner which is consistent with the Buyer s contractual and legal obligations and, where appropriate, the contractual benefits and rights of holders of Life Policies and maintaining their reasonable benefit expectations and their benefit security. On and from the Transfer Date, the Buyer will whenever it reviews the terms of Zurich Wealth Protection Life Policies, automatically pass on to existing owners of FutureWise Life Policies any improvements made to Zurich Wealth Protection Life Policies to the extent the improvements are applicable to FutureWise Life Policies and do not result in an increase in premium. Improvements will not be applicable to FutureWise Life Policies in respect of a claim resulting from: (i) (ii) an illness (as that term is defined in the product disclosure statement for FutureWise Life Policies) which first occurs; symptoms leading to a condition which first occurred or were diagnosed or first became reasonably apparent; or ME_ _4 (W2007)

7 (iii) an injury or event which occurred, before these improvements took effect. 9 Giving effect to this Scheme The Buyer and the Seller must do all things reasonably necessary or desirable to give effect to this Scheme. 10 Costs of the Scheme Any stamp duty and other costs and expenses incurred in connection with this Scheme will not be paid by or charged to policyholders, but will be met by the Buyer and the Seller in accordance with clause 16 of the Sale and Purchase Deed. 11 Governing law This Scheme is governed by the law in force in New South Wales. Each of the Seller and the Buyer submit to the non-exclusive jurisdiction of the courts of that place. ME_ _4 (W2007)

8 KING&WGDD MALLESONS Execution version Sale and Purchase Deed Dated Macquarie Life Limited ACN ( Seller") Zurich Australia Limited ACN ( Buyer ) King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T F DX 113 Sydney

9 Sale and Purchase Deed Contents Details 1 General terms 2 1 Interpretation Definitions References to certain general terms Next day Next Business Day Fairly disclosed Headings 11 2 Sale and purchase Sale of Assets and assumption of Assumed Liabilities Transfer under the Scheme Transfer of IT Systems Free from Encumbrance Risk and title 11 3 Purchase Price Purchase Price Payment of the Purchase Price Completion Net Assets of Adjustment Amount Further Adjustment - Inforce Premium Further Adjustment - reinsurance premium increase Independent Expert Payment of the Adjustment Amount and reductions of the Purchase Price Method of payment 15 4 Conditions Precedent Conditions Precedent Best endeavours Notice in relation to satisfaction of the Conditions Precedent Implementation of the Scheme No waiver 16 5 Completion Time and place of Completion Seller s obligations Buyer s obligations Simultaneous actions at Completion Completion taken not to have occurred Post-Completion notices 17 6 Actions prior to Completion Conduct of business Restricted conduct 18 King & Wood Mallesons Sale and Purchase Deed JO I

10 6.3 Permitted conduct Access to Records and management 19 6,5 Confidential Information Liquidation of cash management trusts 20 7 Actions after Completion Use of Seller intellectual property Phase out of use of Seller name and marks Buyer s intellectual property Wrong pockets 21 8 Employees Offer of employment New employees Prior service Seller s obligations at or near Completion Buyers obligation after Completion Buyer indemnity 23 9 Access to Records after Completion Maintenance of Records Access for Seller and Representatives Access for Buyer and Representatives Warranties Accuracy Separate Warranties Matters disclosed Opinions, estimates and forecasts Knowledge and belief Buyer's acknowledgement Adjustments to the Purchase Price Limit of Seller s Liability Notice of Claims Third party Claims Seller to consider Claims Seller not liable Recovery No double recovery Time limits on Claim Minimum amount of Claim Maximum Liability Exclusion of consequential liability No right to terminate or rescind Tax benefit Buyer's warranties Buyer's warranties Buyer indemnity for MIML Deed of Indemnity Default and termination Termination for non-satisfaction of Condition Precedent Failure by a party to Complete 31 King & Wood Mallesons Sale and Purchase Deed Ii JO

11 13.3 Specific performance or termination Insolvency Termination of deed Restraint Restraint Permitted conduct Acknowledgement Confidential Information and privacy Confidential Information Disclosure of Confidential Information Use of Confidential Information Excluded Information Privacy Use of Personal Information by Seller after Completion Agreed announcements Other public announcements Costs and stamp duty Costs and expenses Stamp duty Goods and services tax (GST) Consideration GST exclusive Payment of GST Reimbursements Calculation of payments Interpretation Notices and other communications Form - all communications Form - communications sent by Delivery When effective When taken to be received Receipt outside business hours General Novation and assignment Discretion in exercising rights Minimising Losses Approvals and consents Rights and obligations are unaffected Variation and waiver No merger Indemnities Further steps Entire agreement Construction Governing Law, Jurisdiction and service of process Governing Law Jurisdiction 39 King & Wood Mallesons Sale and Purchase Deed JO iii

12 20.3 Serving documents Counterparts 39 Schedule 1 Timetable 40 Schedule 2 - Form of Scheme 44 Schedule 3 - Contracts 53 Schedule 4 - Warranties 69 Schedule 5 - Employees 75 Schedule 6 - Adjustment statement 78 Schedule 7 - Trade Marks 81 Signing page 82 Annexure A - Index of Data Room Materials 83 Annexure B - Assignment deed for IT Systems 93 Annexure C - Trade mark use style guide 96 King & Wood Mallesons Sale and Purchase Deed iv _10

13 Sale and Purchase Deed Details Parties Seller and Buyer Seller Name Macquarie Life Limited ACN Address Level 6, 50 Marlin Place, Sydney NSW Attention Company Secretary Buyer Name Zurich Australia Limited ACN Address 5 Blue Street, North Sydney NSW Attention company.secretary@zurich.com.au Company Secretary Recitals A The Seller and the Buyer are life insurance companies registered under the Life Act. B C The Seller and the Buyer have agreed to transfer the Life Insurance Business from the Seller to the Buyer in accordance with the terms of this deed. Except to the extent otherwise provided in this deed, the transfer of the Assets to, and the assumption of the Assumed Liabilities by, the Seller will be effected under the Scheme in accordance with Part 9 of the Life Act. Governing law New South Wales, Australia Date of deed See Signing page King & Wood Mallesons Sale and Purchase Deed _10

14 Sale and Purchase Deed General terms 1 Interpretation 1.1 Definitions These meanings apply unless the contrary intention appears. Accounting Standards means: the requirements of the Corporations Act in respect of the preparation and contents of financial reports; and the accounting standards approved under the Corporations Act, being the Australian Accounting Standards and any authoritative interpretations issued by the Australian Accounting Standards Board. Accounts means the audited balance sheet, profit & loss statement and cashflow statement of the Seller as at the Accounts Date, and the notes forming part of those accounts. Accounts Date means 31 March Action means an action, dispute, Claim, demand, investigation, inquiry, prosecution, litigation, proceeding, arbitration, mediation or dispute resolution. Actuarial Standards means the actuarial standards prescribed by APRA under the Life Act. Adjustment Amount means an amount equal to the Completion Net Assets minus Cut-Off Net Assets. APRA means the Australian Prudential Regulation Authority, ASIC means the Australian Securities & Investments Commission. Assets means the assets of the Life Insurance Business comprising: (c) (d) (e) (f) (g) the Investment Assets; the rights and benefits under the Life Policies; the rights and benefits under the Contracts; the IT Systems; the Trade Marks; the Records; and the Goodwill. Assumed Liabilities means all Liabilities of the Seller (whether arising or accruing before or after Completion) to the extent they relate to the Life Insurance Business including: King & Wood Mallesons Sale and Purchase Deed _10 2

15 the Policy Liabilities; and Liabilities under the Contracts, other than the Excluded Liabilities. Authorised Officer means, in respect of a party, a director or secretary of the party or a person appointed by the party to act as an Authorised Officer under this deed and notified to the other party. Business Day means a day other than a Saturday, Sunday or public holiday and on which banks are open for banking business generally in Sydney, New South Wales, Australia. Buyer Group means the Buyer and its Related Bodies Corporate and Buyer Group Member means any of them. Claim means any allegation, debt, cause of action, Liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent, whether at Law, in equity, under contract, statute or otherwise. Completion means completion of the transfer of the Life Insurance Business in accordance with clause 5 and Complete has a corresponding meaning. Completion Date means the date which is the first day of the calendar month after the calendar month in which the last Condition Precedent is satisfied or waived, provided that: if such day is not a Business Day, the Completion Date will be the next Business Day; and if such day is less than five Business Days after the date on which the last Condition Precedent is satisfied or waived, the Completion Date will be the first day of the second calendar month after the calendar month in which the last Condition Precedent is satisfied or waived and if such day is not a Business Day, the Completion Date will be the next Business Day. Completion Net Assets means the amount determined as the net assets of the Life Insurance Business as at Completion in accordance with clause 3.3 and Schedule 6. Completion Statement has the meaning given in clause 3.3. Condition Precedent means each of the conditions precedent set out in clause 4. Confidential Information means all Information disclosed to the Receiving Party or any Related Body Corporate or Representative of the Receiving Party, under or in connection with this deed, including: (c) the existence and terms of this deed; the content of any communications between the parties concerning this deed; information which, either orally or in writing, is designated or indicated as being the proprietary or confidential information of the Disclosing Party or any of its Related Bodies Corporate, including any Financial Condition King & Wood Mallesons Sale and Purchase Deed t04_10

16 Report and any other financial or actuarial information of the Disclosing Party or any of its Related Bodies Corporate; (d) (e) (f) the content of any communications between the Disclosing Party (or any of its Related Bodies Corporate) with APRA or any other Government Agency; information derived or produced partly or wholly from the Information including any calculation, conclusion, summary or computer modelling; and trade secrets or information which is capable of protection at Law or equity as confidential information, whether the Information was disclosed; (g) (h) (i) (j) orally, in writing or in electronic or machine readable form; before, on or after the date of this deed; as a result of discussions between the parties concerning or arising out of the transfer of the Life Insurance Business; or by the Disclosing Party or any of its Representatives, any of its Related Bodies Corporate, any Representatives of its Related Bodies Corporate or by any third person. Consequential Loss means any loss or damage which, although in the contemplation of the parties at the time they entered into this agreement, is not a loss or damage which may fairly and reasonably be considered to arise naturally (that is, in the usual course of things) from the breach or other act or omission. Contract means; (c) (d) each Reinsurance Contract; each ; each Superannuation Services ; and each Service, but excludes the MIML Deed of Indemnity. Controller has the meaning it has in the Corporations Act. Corporations Act means the Corporations Act 2001 (Cwlth). Costs includes charges and expenses, including those incurred in connection with advisers. Cut-Off Date means 31 December Cut-Off Net Assets means $141.7 million, being the amount specified as the pro forma net assets of the Life Insurance Business as at the Cut-Off Date in Schedule 6. Data Room Materials means all of the information and materials in the virtual data room operated by or on behalf of the Seller, an index of which is attached as Annexure A. King & Wood Mallesons Sale and Purchase Deed 4

17 Details means the section of this deed headed "Details". Disclosing Party means the party disclosing Confidential Information. Disclosure Letter means the letter from the Seller addressed to the Buyer and dated on or about the date of this deed and which is delivered to the Buyer before signing (and includes all of its schedules and annexures). Disclosure Material means: (c) the matters disclosed in the Disclosure Letter; the Data Room Materials; and any other information or material not contained in the Disclosure Letter or the Data Room Materials but provided in writing to the Buyer or its Representatives by the Seller or its Representatives before the date of this deed. means each contract listed as a distribution agreement in Schedule 3 and any other distribution agreement entered into by the Seller in respect of the Life Insurance Business between the date of this deed and Completion in accordance with clause 6.3(ii). Duty means any stamp, transaction or registration duty or similar charge which is imposed by any Government Agency and includes any interest, fine, penalty, charge or other amount which is imposed in that regard. Employee means: an employee of the Seller Group who is listed in Schedule 5; and any other employee employed between the date of this deed and Completion in accordance with clause 8.2 and notified to the Buyer by the Seller, and in each case who remains employed by the Seller Group immediately before Completion. Encumbrance means any mortgage, lien, charge, pledge, assignment by way of security, security interest (including any "security interest as defined in sections 12(1) or (2) of the PPSA), title retention, preferential right or trust arrangement, Claim, covenant, profit k prendre, easement or any other security arrangement or any other arrangement having the same effect, but does not include a Permitted Encumbrance. End Date means the date that is 12 months after the date of this deed or such other date as is agreed by the Seller and the Buyer. Enterprise Capital Reserve has the meaning given to that term in Section F of the Seller s Financial Condition Report for 2015 (refer to Data Room document number ) and the Seller s board policy (as contained in the board paper with the Data Room document number ). Excluded Information means Confidential Information which: is in or becomes part of the public domain other than through breach of this deed or an obligation of confidence owed to the Disclosing Party or any Related Body Corporate of the Disclosing Party; King & Wood Mallesons Sale and Purchase Deed _10

18 (c) the Receiving Party can prove by contemporaneous written documentation was already known to it at the time of disclosure by the Disclosing Party or its Related Bodies Corporate or Representatives (unless such knowledge arose from disclosure of information in breach of an obligation of confidentiality); or the Receiving Party acquires from a source other than the Disclosing Party or any Related Body Corporate or Representative of the Disclosing Party where such source is entitled to disclose it. Excluded Liabilities means: any liability which the Seller has or will have to contribute to Taxes of the GST group or income tax consolidated group, respectively, of which the Seller is a member and any liability for Duty incurred by the Seller in respect of the Life Insurance Business (excluding any stamp duty referred to in clause 16.2); and any liability owing by the Life Insurance Business to any Seiler Group Member, other than under the Contracts or the Life Policies. Goodwill means the goodwill of the Life Insurance Business including the exclusive right of the Buyer to represent itself as carrying on the Life Insurance Business as the successor to the Seller. Government Agency means any government, governmental, semigovernmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity. GST has the meaning it has in the GST Act. GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cwlth). IATA means the Insurance Acquisitions and Takeovers Act 1991 (Cwlth). Independent Expert means a person with accounting and actuarial skills jointly determined by the Seller and the Buyer for the purpose of determining the Adjustment Amount in accordance with clause 3.5 or, if they cannot agree on a person, the person nominated at the request of the Buyer or the Seller by the Chair for the time being of the board of directors of the Resolution Institute as suitable to determine the Adjustment Amount. Information means all information regardless of its Material Form relating to or developed in connection with: the business, technology or other affairs of the Disclosing Party or any Related Body Corporate of the Disclosing Party; or any systems, technology, ideas, concepts, know-how, techniques, designs, specifications, blueprints, tracings, diagrams, models, functions, capabilities and designs (including computer software, manufactunng processes or other information embodied in drawings or specifications), intellectual property or any other information which is marked "confidential or is otherwise indicated to be subject to an obligation of confidence owned or used by or licensed to the Disclosing Party or a Related Body Corporate of the Disclosing Party. A person is Insolvent if: King & Wood Mallesons Sale and Purchase Deed _10

19 (c) (d) (e) (f) (g) (h) it is (or states that it is) an insolvent under administration or insolvent (each as defined in the Corporations Act); it is in liquidation, in provisional liquidation, under administration or wound up or has had a Controller appointed to any of its property; it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved (in each case, other than to carry out a reconstruction or amalgamation while solvent on terms approved by the other parties); an application or order has been made (and in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with that person, which is preparatory to or could result in any of, or (c) above; it is taken (under section 459F(1) of the Corporations Act) to have failed to comply with a statutory demand; it is the subject of an event described in section 459C(2) or section 585 of the Corporations Act (or it makes a statement from which another party to this deed reasonably deduces it is so subject); it is otherwise unable to pay its debts when they fall due; or something having a substantially similar effect to to (g) happens in connection with that person under the Law of any jurisdiction. Intellectual Property Rights means all registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, know-how, confidential information, patents, inventions, discoveries and domain names and all other intellectual property as defined in article 2 of the Convention establishing the World Intellectual Property Organisation Investment Assets means the assets of the Statutory Fund as at Completion. IT Systems means: (c) Insurance Online, being a system for advisors, internal policy administrators, underwriters and tele-underwriters to carry out application submission and automatic underwriting; Quick Quote, being a desktop application for advisers which can be used offline to obtain insurance quotes; and Information Delivery Services, being a reporting and correspondence system that provides HTML reports to advisers and service staff, in each case excluding proprietary source code referencing the intellectual property of the Seller Group that is used in businesses other than the Life Insurance Business. Law includes: any law, regulation, authorisation, ruling, judgment, order or decree of any Government Agency; and any statute, regulation, proclamation, ordinance or by-law in: (i) Australia; or King & Wood Mallesons Sale and Purchase Deed 7

20 (ii) any other jurisdiction. Liability means any liability or obligation (whether actual, contingent or prospective), including for any Loss irrespective of when the acts, events or things giving rise to the liability occurred. Life Act means the Life Insurance Act 1995 (Cwlth). Life Insurance Business means the life insurance business (within the meaning of the Life Act) of the Seller conducted through the Statutory Fund comprising the Assets and the Assumed Liabilities, but excludes all assets and Liabilities of any other statutory fund and of the shareholders fund of the Seller. Life Policy means a life policy (within the meaning of the Life Act) of the Seller referable to the Statutory Fund that is in force (including, for clarity, life policies which may have expired but under which benefits remain payable) or in respect of which a person has a guaranteed renewal right as at the Completion Date. Loss means all damage, loss, cost and expense (including legal costs and expenses of whatsoever nature or description). Material Form includes any form (whether visible or not) of storage from which reproductions can be made. MIML Deed of Indemnity means the deed of indemnity between the Seller and Macquarie Investment Management Limited dated 13 May Operations and Transition Preparation Plan means the plan in the form agreed between the Seller and the Buyer on or around the date of this deed. Operations and Transition Steering Committee has the meaning given in clause 6.4. Permitted Encumbrance means an Encumbrance that is: a lease of goods, reservation of ownership or other purchase money security interest entered into in respect of supplies to the Seller in the ordinary course of business; or a security interest otherwise excluded from the definition of "security interest under the PPSA that does not secure payment or performance of an obligation. Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a Material Form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion. Policy Liabilities means liabilities arising under or in respect of the Life Policies, including liabilities to make benefit payments. PPSA means the Personal Property Securities Act 2009 (Cwlth). PPSR means the Personal Property Securities Register, established under the PPSA. Prior Service means an Employee s service with the Seller Group up to and including the day before Completion including any period of service with another employer that is deemed by Law, or has otherwise been accepted by a Seller Group Member, to be service with the Seller Group. King & Wood Mallesons Sale and Purchase Deed JO

21 Privacy Laws means: the Privacy Act 1988 (Cwlth); and any other requirement under Australian Law, industry code, policy or statement relating to the handling of Personal Information. Purchase Price means $400 million. Receiving Party means the recipient of Confidential Information. Records means all books, files, reports, records, correspondence, documents and other material which are in the possession, power or control of the Seller and solely relate to or are solely used for the purpose of conducting the Life Insurance Business, regardless of their Material Form, and include the tax file numbers of the beneficiaries under the Life Policies unless those beneficiaries have objected to the transfer of their tax file numbers to the Buyer. Reinsurance Contract means each contract listed as a reinsurance contract in Schedule 3. Related Body Corporate has the meaning it has in the Corporations Act. Representative of a party includes an employee, agent, officer, director, auditor, adviser, partner, associate, consultant, joint venturer or sub-contractor of that party or of a Related Body Corporate of that party. Scheme means a scheme for the transfer of the Life Insurance Business from the Seller to the Buyer under Part 9 of the Life Act in the form set out in Schedule 2, as amended at the request or direction of the court asked to confirm the Scheme or to ensure that APRA does not object to the Scheme, or as otherwise agreed between the Seller and the Buyer. Seller Group means the Seller and its Related Bodies Corporate and Seller Group Member means any of them. Service means each contract listed as a service agreement in Schedule 3 Statutory Fund means the Seller s Statutory Fund No. 4. Sumo Product Life Policies means the Life Policies issued with respect to the product of the Seller known as 'Macquarie Sumo'. Superannuation Services means each contract listed as a superannuation services agreement in Schedule 3. Taxes means taxes, levies, imposts, charges and duties imposed by any Government Agency together with any related interest, penalties, fines and expenses in connection with them. Timetable means the timetable set out in Schedule 1. Title Warranties means the Warranties contained in Part A of Schedule 4. Trade Marks means the trademarks listed in Schedule 7. Transferring Employee means an Employee who accepts an offer of employment made by the Buyer under clause 8.1. Transition Representative has the meaning given in clause 6.4. King & Wood Mallesons Sale and Purchase Deed _10

22 Warranties means the warranties in Schedule 4 and Warranty has a corresponding meaning. 1.2 References to certain general terms Unless the contrary intention appears, a reference in this deed to: (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (clauses, annexures and schedules) a clause, Annexure or Schedule is a reference to a clause in or Annexure or Schedule to this deed; (variations or replacements) a document (including this deed) includes any variation or replacement of it; (reference to statutes) a statute, ordinance, code or other Law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; (singular includes plural) the singular includes the plural and vice versa; (person) the word person" includes an individual, a firm, a body corporate, a partnership, joint venture, an unincorporated body or association, or any Government Agency; (executors, administrators, successors) a particular person includes a reference to the person s executors, administrators, successors, substitutes (including persons taking by novation) and assigns; (two or more persons) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually; (dollars) Australian dollars, dollars, $ or A$ is a reference to the lawful currency of Australia; (calculation of time) a period of time dating from a given day or the day of an act or event, it is to be calculated exclusive of that day; (reference to a day) a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later; (accounting terms) an accounting term is a reference to that term as it is used in Accounting Standards; (meaning not limited) the words "include", "including", for example or such as" when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind; and (time of day) time is a reference to Sydney, New South Wales, Australia time. 1.3 Next day If an act under this deed to be done by a party on or by a given day is done after 11.59pm on that day, it is taken to be done on the next day unless the Seller and the Buyer otherwise agree. 1.4 Next Business Day If an event must occur on a stipulated day which is not a Business Day then the stipulated day will be taken to be the next Business Day. King & Wood Mallesons Sale and Purchase Deed _10

23 1.5 Fairly disclosed For the purposes of the Warranties, a matter is "fairly disclosed" if sufficient information has been disclosed that would enable a sophisticated purchaser of the Life Insurance Business to fairly assess or identify the nature of the matter. 1.6 Headings Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this deed. 2 Sale and purchase 2.1 Sale of Assets and assumption of Assumed Liabilities The Seller and the Buyer agree that: the Seller will sell, and the Buyer will purchase, the Assets; and the Buyer will assume the Assumed Liabilities, on the terms and conditions of this deed. 2.2 Transfer under the Scheme Except to the extent otherwise provided in this deed, the Assets (other than the IT Systems) will be transferred to, and the Assumed Liabilities assumed by, the Buyer under and in accordance with the terms of the Scheme. 2.3 Transfer of IT Systems The Seller must assign all its rights in the IT Systems to the Buyer on Completion. 2.4 Free from Encumbrance The Assets must be transferred to the Buyer free from any Encumbrance and with all rights attached or accruing to them on and from the date of this deed. 2.5 Risk and title The title, benefit, risk and burden of the Assets and Assumed Liabilities will be transferred from the Seller to the Buyer at Completion. 3 Purchase Price 3.1 Purchase Price The Purchase Price (as adjusted in accordance with this deed) represents the aggregate consideration for the transfer of the Assets and the assumption of the Assumed Liabilities. 3.2 Payment of the Purchase Price At Completion, the Buyer must pay to the Seller the Purchase Price. 3.3 Completion Net Assets No later than 30 Business Days after Completion, the Seller must present to the Buyer the draft Completion Net Assets prepared on the following basis: in the format and including the line items set out in Schedule 6; King & Wood Mallesons Sale and Purchase Deed 11

24 (c) subject to Schedule 6, in accordance with those accounting principles, policies, practices, categorisations, definitions, methods and techniques (including in respect of the exercise of management judgment) adopted by the Seller in the determination of the Accounts insofar as they relate to the Statutory Fund; and to the extent that the treatment of any item is not dealt with in the principles, policies and practices referred to in and, in accordance with the Accounting Standards in force as at Completion, together with the Seller's calculation of the Adjustment Amount (together with the Completion Net Assets, the Completion Statements") and any relevant supporting working papers. 3.4 of Adjustment Amount Subject to clause 3.4, the Completion Statements delivered under clause 3.3 will be the final Completion Statements, unless the Buyer notifies the Seller within 20 Business Days of receiving the Completion Statements that it does not agree with any aspect of how the Adjustment Amount is calculated, setting out in reasonable detail the nature and reasons for such dispute (such notice being a Dispute Notice ). (c) If the Buyer's calculation of the Adjustment Amount differs from the Seller s calculation of the Adjustment Amount by an amount that is less than $500,000 (either positive or negative), the Buyer may not deliver a Dispute Notice to the Seller. If a Dispute Notice is delivered, the Seller and the Buyer will discuss and use all reasonable endeavours to agree the Completion Statements. 3.5 Further Adjustment - Inforce Premium If Completion Inforce Premium is less than Floor Inforce Premium, the Seller must pay the Buyer an amount (Inforce Premium Adjustment) calculated in accordance with the following formula as an adjustment to the Purchase Price: {[1 - (Completion Inforce Premium + Cut-Off Inforce Premium)] - [0.2 x (Elapsed Days-r365)j) x $229 million For the purpose of this clause 3.5, the following meanings apply: Completion Inforce Premium means the total annualised in-force premium in respect of all Life Policies as at the Completion Date less inforce premium attributable to: (i) (ii) (iii) (iv) CPI increases for the period from 1 January 2016 to the Completion Date; changes to premium rates from either aged based increases or repricing during the period from 1 January 2016 to the Completion Date; New Business; and any increases to sums insured or benefit levels applied during the period 1 January 2016 to the Completion Date. Cut-Off Inforce Premium means the total annualised in-force premium in respect of all Life Polices as at 31 December King & Wood Mallesons Sale and Purchase Deed 12

25 Elapsed Days means the number of days from 1 January 2016 to the Completion Date. Floor Inforce Premium means [1-(0.2x (Elapsed Days -s- 365))] x Cut- Off Inforce Premium. New Business means Life Policies issued on or after 1 January (c) (d) (e) The Seller must no later than 30 Business Days following Completion inform the Buyer of the Seller's calculation of the Inforce Premium Adjustment and provide the Buyer with reasonable evidence supporting the calculation. The Seller's calculation of the Inforce Premium Adjustment will be final and binding unless the Buyer notifies the Seller within 20 Business Days of being informed of the Seller's calculation of the Inforce Premium Adjustment that it does not agree with any aspect of how the Inforce Premium Adjustment is calculated, setting out in reasonable detail the nature and reasons for such dispute (such notice being a Dispute Notice"). If a Dispute Notice is delivered under this clause, the Seller and the Buyer will discuss and use all reasonable endeavours to agree the amount of the required Purchase Price adjustment. 3.6 Further Adjustment - reinsurance premium increase If, prior to Completion, terms are agreed by or on behalf of the Seller with RGA Reinsurance Company of Australia Limited (RGA) for an increase in premiums payable in respect of reinsurance treaties with RGA specified in Schedule 3 (or renewals or replacements of such treaties) (RGA Treaties) of 20% or more above the current reinsurance premiums payable (including the approximately 10% increase in premiums already being paid to RGA at the date of this deed which percentage matches the increase in client premiums as set out in the pricing reports at Data Room document number ), the Purchase Price shall be reduced by an amount equal to $200,000 for every 1% of such reinsurance premium increase above 20% (and a pro rated portion of $200,000 in respect of any part of 1 % of such reinsurance premium increase) (Reinsurance Premium Adjustment). (c) (d) (e) If, prior to Completion, terms are not agreed by or on behalf of the Seller with RGA for an increase in premiums in respect of the RGA Treaties, the Purchase Price shall be reduced by an amount of $6 million. For the purposes of paragraphs and, an agreement between the Seller and RGA is considered to have been reached only if a document varying the reinsurance premium payable has been signed by both the Seller and RGA. The Seller must no later than 10 Business Days following Completion inform the Buyer of the Seller's calculation of the Reinsurance Premium Adjustment and provide the Buyer with reasonable evidence of the terms agreed with RGA. The Seller's calculation of the Reinsurance Premium Adjustment will be final and binding unless the Buyer notifies the Seller within 20 Business Days of being informed of the Seller's calculation of the Reinsurance Premium Adjustment that it does not agree with any aspect of how the Reinsurance Premium Adjustment is calculated, setting out in reasonable detail the nature and reasons for such dispute (such notice being a Dispute Notice "). King & Wood Mallesons Sale and Purchase Deed JO

26 (f) If a Dispute Notice is delivered, the Seller and the Buyer will discuss and use all reasonable endeavours to agree the amount of the Reinsurance Premium Adjustment, 3.7 Independent Expert If the Seller and Buyer cannot agree the Completion Statements, the Inforce Premium Adjustment or the Reinsurance Premium Adjustment within 10 Business Days of the date of receipt of the relevant Dispute Notice then either of them may refer the dispute to the Independent Expert. The Independent Expert must be instructed to determine only those matters or issues in dispute in order to determine the Adjustment Amount, the Inforce Premium Adjustment or the Reinsurance Premium Adjustment as the case may be. (c) (d) (e) (f) (g) The Independent Expert must make its determination as soon as practicable after receiving any submissions from the Seller and Buyer. Those submissions must be made in writing within 10 Business Days after the Independent Expert has been appointed. A copy of each party s submissions must be made available to the other party. The Independent Expert s determination of any value must be within the range for such items claimed by the Seller and the Buyer. To the extent that the Independent Expert s determination assigns a value outside of this range, the value for such items claimed by either the Seller or the Buyer that is closest to the Independent Expert's determination shall be used instead. Subject to clause 3.7(c), the decision of the Independent Expert is conclusive and binding on the parties in the absence of fraud or manifest error. The Seller and Buyer must pay the Independent Expert's costs and expenses in the proportions determined by the Independent Expert. The Independent Expert will be appointed as expert and not as an arbitrator. Except as expressly set out in this deed, the procedures for determination are to be decided by the Independent Expert in its discretion. The Seller and Buyer must provide the Independent Expert with all assistance and information as it may reasonable require, including access to any records that the Independent Expert considers are relevant to the matter in dispute. 3.8 Payment of the Adjustment Amount and reductions of the Purchase Price To the extent that the Adjustment Amount as agreed under clause 3.4 or determined under clause 3.7 is a positive amount, the Buyer must pay the Seller an amount equal to the Adjustment Amount within 5 Business Days of the agreement or determination of the Adjustment Amount. (c) To the extent that the Adjustment Amount as agreed under clause 3.4 or determined under clause 3.7 is a negative amount, the Seller must, subject to clause 3.8(d), pay the Buyer an amount equal to the Adjustment Amount within 5 Business Days of the agreement or determination of the Adjustment Amount. To the extent that the Purchase Price is to be reduced by the amount of the Inforce Premium Adjustment, the Reinsurance Premium Adjustment or the amount specified in clause 3.6, the Seller must, subject to King & Wood Mallesons Sale and Purchase Deed JO

27 clause 3.8(d), pay the Buyer the amount of each such adjustment within 5 Business Days of agreement or determination of that adjustment. (d) Payments made under clauses 3.8, 3.8 and 3.8(c) may be netted against each other 3.9 Method of payment Unless otherwise agreed between the relevant parties, each payment under this deed must be made by direct deposit of cleared funds denominated in Australian dollars to the credit of the account nominated in writing by the recipient of the payment at least 3 Business Days before the payment is due. 4 Conditions Precedent 4.1 Conditions Precedent Completion is conditional on: (c) (Court approval) for the benefit of the Seller and the Buyer, approval of the Scheme by the Court in accordance with Part 9 of the Life Act; (IATA) for the benefit of the Seller and the Buyer, a go-ahead decision under the IATA being made by or on behalf of the Treasurer with respect to the transfer of the Life Insurance Business; and (FIRB) for the benefit of the Seller and the Buyer; (i) (ii) receipt by the Buyer of a written notice under the Foreign Acquisitions and Takeovers Act 1975 (Cth), by or on behalf of the Treasurer of the Commonwealth of Australia stating or to the effect that there are no objections under Australia s foreign investment policy to the proposed acquisition by the Buyer of the Assets and the proposed assumption by the Buyer of the Assumed Liabilities; or following notice of the proposed acquisition of the Assets and the proposed assumption of the Assumed Liabilities having been given by the Buyer to the Treasurer of the Commonwealth of Australia under the Foreign Acquisitions and Takeovers Act 1975 (Cth), the Treasurer becomes precluded from making an order in relation to the subject matter of this deed and the transactions contemplated by it under the Foreign Acquisitions and Takeovers Act 1975 (Cth). 4.2 Best endeavours Each of the Seller and the Buyer must use its best endeavours to obtain the satisfaction of the Conditions Precedent as soon as reasonably practicable after the date of this deed and in any event before the End Date, including procuring performance by a third party. The Seller and Buyer must; subject to any restrictions under Law or any restrictions APRA may impose on disclosure, keep each other reasonably informed of the steps being taken to satisfy the Conditions Precedent; not take any steps that do, or would be reasonably likely to, have an adverse impact on the likelihood that the Conditions Precedent be satisfied as soon as reasonably practicable; and King & Wood Mallesons Sale and Purchase Deed _10

28 (c) promptly keep each other informed of any tact, matter or circumstances which may result in any Condition Precedent not being satisfied in accordance with its terms. 4.3 Notice in relation to satisfaction of the Conditions Precedent Each of the Seller and the Buyer must within 1 Business Day after becoming aware of the satisfaction of the Conditions Precedent notify the other of the satisfaction of the Conditions Precedent and provide reasonable evidence that the Conditions Precedent have been satisfied. 4.4 Implementation of the Scheme Without limiting the generality of clause 4.2 each of the Seller and the Buyer must: (c) use its best endeavours and commit all necessary resources (including management and corporate relations resources and the resources of external advisers) and procure that its officers and advisers work in good faith and in a timely and co-operative fashion with the other party (including by attending meetings and by providing information) to implement the Scheme as soon as reasonably practicable and in accordance with the Timetable; take the steps attributed to it in the Timetable; and provide the other party with such documents, records and other information (subject to any existing confidentiality obligations owed to third parties, or applicable privacy laws) reasonably requested by the other party for the other party to comply with clause No waiver The Conditions Precedent cannot be waived. 5 Completion 5.1 Time and place of Completion Completion will take place at 10.00am on the Completion Date at the Sydney office of King & Wood Mallesons or at any other time and place agreed between the Seller and the Buyer. 5.2 Seller s obligations At Completion, the Seller must: (Investment Assets): (i) (ii) (iii) (government bonds) procure that the Seller s custodian transfers all government bonds which form part of the Investment Assets to an Austraclear account nominated in writing by the Buyer at least 3 Business Days prior to Completion; (cash) transfer all cash held by the Seller which forms part of the Investment Assets by electronic funds transfer to a bank account nominated in writing by the Buyer at least 3 Business Days prior to Completion; and (other) deliver to the Buyer any other documents that are reasonably required by the Buyer to vest the Investment Assets in the Buyer; King & Wood Mallesons JO Sale and Purchase Deed 16

29 (c) (Contracts) deliver to the Buyer copies or, to the extent available, originals of the Contracts; (IT Systems) deliver to the Buyer: (i) (ii) (iii) software files with source code versions of the IT Systems and copies of the operational documentation of the IT Systems; all technical and functional documentation for the IT Systems; and a duly executed assignment deed in respect of all of the Seller s rights under the IT Systems to the Buyer in the form of Annexure B; (d) (e) (Trade Marks) deliver to the Buyer assignments of the Trade Marks; and (Records) deliver the Records to the Buyer in such form as reasonably agreed between the Seller and the Buyer prior to Completion. 5.3 Buyer s obligations At Completion, the Buyer must: (payment of Purchase Price) pay to the Seller the Purchase Price; and (executed documents) deliver to the Seller duly executed counterparts of-.the assignment of the rights under the IT Systems referred to in clause 5.2(c)(iii). 5.4 Simultaneous actions at Completion In respect of Completion: the obligations of the Seller and the Buyer under this deed are interdependent; and unless otherwise stated, all actions required to be performed by a party at Completion are taken to have occurred simultaneously on the Completion Date. 5.5 Completion taken not to have occurred If any obligation specified in clause 5.2 or clause 5.3 is not performed on or before Completion (or waived by the relevant party entitled to the benefit of the relevant obligation) then, without limiting any other rights of the parties. Completion is taken not to have occurred and any document or other item delivered, or payment made, under such clauses must be returned to the party that delivered it or paid it. 5.6 Post-Completion notices Each of the Seller and the Buyer will promptly give to the other party all payments, notices, correspondence, information or enquiries in relation to the Life Insurance Business on the one hand, and the other business of the Seller on the other hand, which it receives after Completion and which belong to the other party. King S Wood Mallesons Sale and Purchase Deed _10

30 6 Actions prior to Completion 6.1 Conduct of business Subject to clause 6 3, the Seller must use reasonable endeavours to procure that until Completion the Life Insurance Business is conducted in the ordinary and usual course consistent with the Seller's usual business practices in respect of the Life Insurance Business. 6.2 Restricted conduct Subject to clause 6.3, the Seller must not without the prior consent of the Buyer, with such consent not to be unreasonably withheld: enter into, vary or agree to vary (other than in order to comply with any Law and except as described in the Disclosure Letter) any material terms of, or rescind or terminate (other than for cause) or assign or novate, any: (i) (ii) (iii) ; Reinsurance Contract; or Contract other than a or a Reinsurance Contract for a term of more than 5 years or requiring payments or providing revenue over the term ot the Contract in excess of $1 million; (c) (d) make any material changes to the standard content of the Life Policies or endorse any individual Life Policy on terms other than on ordinary commercial terms; introduce any new products referable to the Statutory Fund except to the extent reasonably necessary to implement legislative requirements; or make changes to the Seller's IT systems that may adversely affect the migration of data to the Buyer s IT systems. 6.3 Permitted conduct Nothing in clause 6.1 or clause 6.2 restricts the Seller from; (i) (ii) (iii) (iv) transferring assets from the Statutory Fund provided that the Investment Assets at Completion are sufficient to meet the prudential capital requirements and Enterprise Capital Reserve (as calculated at the date of this deed) applicable to the Statutory Fund; entering into distribution agreements in respect of the Life Insurance Business on terms that are substantially similar to the terms of the s; varying or exercising any right under any to remove or terminate all rights granted under the to use a name or trade mark owned by a Seller Group Member; doing, or forces the Seller to omit to do, anything: (A) that is required or expressly permitted by this deed; King & Wood Mallesons Sale and Purchase Deed J0

31 (B) (C) that is necessary for the Seller to meet its legal or contractual obligations, including any obligation imposed by a Government Agency; approved by the Buyer in writing, with such approval not to be unreasonably withheld or delayed. Nothing in clause 6.1 or clause 6.2 requires the Seller to do, or omit to do, anything which would, in the Seller s reasonable opinion: (i) (ii) unreasonably disrupt the operation of the Life Insurance Business; or materially prejudice the likelihood of Completion occurring. 6.4 Access to Records and management For the purposes of facilitating consultation between the parties in relation to the management of the Life Insurance Business between the date of this deed and Completion and assisting the Buyer to prepare for the transition of the Life Insurance Business, each of the Buyer and Seller will appoint up to three representatives (each a Transition Representative and together the Operations and Transition Steering Committee ). (c) Each Transition Representative shall appoint an alternate in case they are unavailable from time to time. Each of the Buyer and Seller shall provide the other with reasonable prior written notice of any change to its Transition Representative (or alternate). From the date of this deed until Completion: (i) (ii) the Operations and Transition Steering Committee shall coordinate regular project meetings at least once a fortnight to discuss the operations of the Life Insurance Business from the date of this deed until Completion and pre and post Completion transition procedures, such discussion to include, but not be limited to matters set out in the Operations and Transition Preparation Plan); and the Seller must procure that the Buyer s Transition Representatives are given reasonable access (including copies) on reasonable notice: (A) (B) to the Records and, to the extent reasonably required for the purposes of conducting the Life Insurance Business and redacted to ensure the non-disclosure of the Confidential Information of the Seller, other books, files, reports, records, correspondence, documents and other material in the possession, power or control of the Seller: and the senior management of the Life Insurance Business and the Seller Group personnel involved in performing the tasks attributed to the Seller in the Operations and Transition Preparation Plan during business hours, provided that the Seller is not obliged to comply with this clause 6.4(c) to the extent that giving that access would: King & Wood Mallesons Sale and Purchase Deed JO

32 (C) (D) (E) cause material disruption to or have a material adverse effect on, the day to day conduct of the Life Insurance Business; constitute a breach by the Seller of any Law or of the terms of any agreement to which it is party; or prejudice any legal privilege attaching to information. 6.5 Confidential Information Any information obtained by the Buyer or any of its Representatives pursuant to clause 6.4 is deemed to be Confidential Information and is subject to clause 15 of this deed. 6.6 Liquidation of cash management trusts Prior to Completion, the Seller must redeem any units in cash management trusts which form part of the Investment Assets, with the proceeds to form part of the Investment Assets (subject to clause 6.3(i)). 7 Actions after Completion 7.1 Use of Seller intellectual property Except as permitted by clause 7.2 and subject to clause 7.3, the Buyer must not, and must procure that each Buyer Group Member will not, after Completion: use in any way (including in press releases, marketing or advertising) any name (including any business, domain or company name) or trade mark which: (i) (ii) contains the word Macquarie ; or is substantially identical or deceptively similar to a name or trade mark owned or used by a Seller Group Member; (c) use any other Intellectual Property Rights owned by a Seller Group Member; or commit any act or omit to do any act which would be an infringement of or otherwise inconsistent with any Intellectual Property Rights owned by a Seller Group Member. 7.2 Phase out of use of Seller name and marks After Completion the Buyer shall be entitled to use (but not sub-licence) those names (including business, domain and company names) and trade marks that are owned or used by Seller Group Members and used in conducting the Life Insurance Business as at Completion provided that the Buyer: (i) (ii) must cease to use any such names or trade marks as soon as practical and in any case no later than 12 months after Completion, at which time remaining materials containing such names or trade marks will be destroyed; may not use any such name or trade mark in a manner which could reasonably be expected to cause damage to the reputation of any Seller Group Member or call into question the proprietary rights of any trade mark owned any Seller Group Member; King & Wood Mallesons Sale and Purchase Deed J0

33 (iii) (iv) (v) (vi) may only use such names or trade marks in the ordinary course of conducting the Life Insurance Business and must not use any names or trade marks of a Seller Group Member in connection with any new policies or other business after Completion; may only use such names or trade marks in their entirety without any alteration of any kind, including the addition or deletion of words; may only use such names or trade marks in accordance with the brand guidelines, attached as Annexure C; and must indemnify the Seller and all Seller Group against any Losses arising, directly or indirectly, in relation to the Buyer's use of the names or trade marks in accordance with this clause 7.2 or as a result of any breach by the Buyer of this clause 7.2. (c) The Buyer agrees that damages may not be a sufficient remedy for the Seller for a breach of this clause 7.2 and that equitable or injunctive relief is a fair and reasonable remedy available to the Seller for such a breach. The Buyer acknowledges and agrees that Seller Group Members do not warrant that the names and trade marks referred to in this clause 7.2 do not infringe the intellectual property rights of any other person. 7.3 Buyer s intellectual property Nothing in this clause will preclude the Buyer from using the IT Systems and the Trade Marks after Completion. 7.4 Wrong pockets If, following Completion, the Seller receives any payments to which the Buyer is entitled as a consequence of acquiring the Assets under this deed, the Seller must, within five Business Days of receipt of any such payments, account for such payments to the Buyer and on-pay the received amounts (without interest) to an account nominated by the Buyer. 8 Employees 8.1 Offer of employment The Buyer must procure that a Buyer Group Member offers employment to each Employee no later than 30 days prior to the Completion Date. The Buyer Group Member s offer of employment to each Employee must: (i) (ii) (iii) be conditional on, irrevocable prior to, and effective on and from the day of Completion; be on terms substantially similar to and, considered on an overall basis, no less favourable than the Employee s terms of employment with the Seller Group immediately prior to Completion; be on terms that the Buyer Group Member will recognise the Employee s Prior Service for the purposes of all service related benefits (including for the purpose of redundancy and accessing unfair dismissal rights under the Fair Work Act 2009 (Cth)); King & Wood Mallesons Sale and Purchase Deed 21

34 (iv) (v) (vi) (vii) be on terms that the Buyer Group Member will recognise and assume liability for all of the Employee s leave entitlements accrued in respect of the Prior Service (including annual leave, long service leave, personal (sick) /carers leave and parental leave); provide that the continuity of the Employee's employment is to be taken as not broken because they cease to be an employee of the Seller Group and become an employee of the Buyer Group Member; provide that if the Employee accepts the offer of employment with the Buyer Group Member, the Employee s employment with the Seller Group will terminate by resignation on the day before Completion; and be approved by the Seller Group prior to being provided to employees. (c) (d) If an Employee informs the Buyer Group Member that he or she accepts or rejects the offer of employment, the Buyer must within two Business Days inform the Seller of the acceptance or rejection. The Seller Group must use its reasonable endeavours to facilitate the acceptance of the Buyer Group Member's offer of employment by the Employees. 8.2 New and existing employees Before Completion, the Seller Group must not employ any person as a new employee in the Life Insurance Business (including by redeploying or transferring another Seller Group employee to the Life Insurance Business) to replace any Employee vacancy, create a new position/role or terminate the employment of any Employee within the Life Insurance Business (Change) except if the Seller Group consults with the Buyer Group in relation to the Change and the terms and conditions for that Change. Before Completion, the Seller Group must not, other than in the context of its ordinary course remuneration and promotions review, make any amendment, change or variation to the position/role/level, promotion, location, wages, salary, allowances, remuneration, incentives, bonuses, commission or other benefits of any of the Employees, except if the Seller Group consults with the Buyer Group in relation to the proposed amendment, change or variation. 8.3 Prior service The Buyer agrees that, for the purpose of calculating any service related benefit of a Transferring Employee: each Transferring Employee s Prior Service is to be taken as service with the Buyer Group Member; and the continuity of each of the Transferring Employee s employment is to be taken as not broken because they cease to be an employee of the Seller Group and become an employee of the Buyer Group Member. This clause 8.3 does not require the Buyer Group Member to provide a Transferring Employee with credit for a period of Prior Service when calculating a particular benefit to the extent that the Transferring Employee s entitlement to that particular benefit has been paid or discharged by a Seller Group Member at King & Wood Mallesons Sale and Purchase Deed JO

35 any time on or prior to Completion. The Seller must promptly inform the Buyer of the extent to which any such benefit has been paid or discharged. 8.4 Seller s obligations at or near Completion At or by Completion, the Seller must: (c) release, and if applicable, procure the release by each Seller Group Member of, each Transferring Employee from their employment with the Seller Group; within 30 days after Completion, the Seller must pay to each Transferring Employee all amounts due to them on account of any wages, salary, allowances, remuneration or other benefits in respect of service up to and including the day before Completion (other than for annual leave and long sen/ice leave); and procure that the Seller Group (or the Seller Group's delegate) accelerates the vesting or exercise of any unvested retained profit share allocation under the Macquarie Group Employee Retained Equity Plan (or otherwise) for any Transferring Employees. 8.5 Buyers obligation after Completion The Buyer is solely responsible for: all wages, salary, allowances, remuneration and other benefits due to the Transferring Employees in respect of service with the Buyer Group Member on and from Completion; and the leave entitlements of the Transferring Employees accrued in relation to both Prior Sen/ice and service on and from Completion. 8.6 Buyer indemnity From Completion, the Buyer must indemnify the Seller against, and must pay the Seller on demand the amount of, all Liabilities: (c) that the Seller may incur directly or indirectly as a result of the termination of employment or redundancy of Employees to whom the Buyer failed to make an offer of employment under clause 8.f, including any payments in respect of notice, severance, termination or redundancy, but not including any payments in respect of wages, salary, commission, bonuses or leave entitlements accruing or due to the Employee at the date of termination; for wages, salary, allowances, remuneration and other benefits due to the Transferring Employees in respect of service with the Buyer on and from Completion; and for the leave entitlements of the Transferring Employees accrued in relation to both Prior Service and service on and from Completion. 9 Access to Records after Completion 9.1 Maintenance of Records After Completion the Buyer will keep the Records delivered to it on Completion for seven years from the date of the creation of the relevant document. King & Wood Mallesons Sale and Purchase Deed _10

36 9.2 Access for Seller and Representatives The Buyer will permit the Seller and its Representatives to have access (including copies) to those Records as the Seller reasonably requires, including for the purposes of completing tax returns and other financial statements, responding to any review or enquiry by any revenue authority, compliance with Laws or to conduct legal or arbitration proceedings. 9.3 Access for Buyer and Representatives The Seller will after Completion continue to permit the Buyer and its Representatives to have access (including copies), to the extent reasonably required for the purposes of conducting the Life Insurance Business prior to Completion and redacted to ensure the non-disclosure of the Confidential Information of the Seller, all books, files, reports, records, correspondence, documents and other material in the possession, power or control of the Seller (that do not form part of the Records) as the Buyer reasonably requires. 10 Warranties 10.1 Accuracy The Seller warrants to the Buyer that each Warranty is correct and not misleading in any material respect on the date of this deed and will be correct and not misleading in any material respect at Completion, as if made on and as at each of those dates, except where a Warranty states that it is given on a particular date in which case it is only given at that date Separate Warranties Each Warranty is to be treated as a separate warranty. The interpretation of any statement made may not be restricted by reference to or inference from any other statement Matters disclosed Each Warranty is given subject to, and qualified by, any information: (c) fairly disclosed to the Buyer by the Seller in the Disclosure Material; of which the Buyer or its Representatives directly involved in the transactions contemplated by this deed are aware as at the date of this deed or ought reasonably to be aware having regard to their knowledge and expertise and the due diligence conducted by them; or that would have been disclosed to the Buyer if the Buyer had conducted searches immediately prior to the date of this deed of: (i) (ii) (iii) (iv) records open to public inspection maintained by ASIC; records open to public inspection maintained by IP Australia; the PPSR; or the records open to public inspection maintained by the High Court of Australia, the Federal Court of Australia and the Supreme Courts in every state and territory of Australia. The Buyer agrees that: (d) the Seller will have no liability under the Warranties to the extent that a disclosure is made or deemed to have been made in respect of a Warranty pursuant to this clause 10.3; and King & Wood Mallesons Sale and Purchase Deed JO

37 (e) the Buyer will be treated as having actual knowledge of the matters set out in this clause 10.3 and no amount will be recoverable by the Buyer in respect of any breach of Warranty to the extent that the breach arises by reason of or in relation to any such information, 10.4 Opinions, estimates and forecasts The Buyer acknowledges that the Seller: is under no obligation to provide the Buyer or its Representatives with any information on the future financial performance or prospects of the Life Insurance Business; and makes no representation or warranty as to the future financial performance or prospects of the Life Insurance Business. If the Buyer or any of its Representatives has received opinions, estimates, projections, business plans, budget information or other forecasts in respect of the Life Insurance Business, the Buyer acknowledges and agrees that: (c) (d) (e) there are uncertainties inherent in attempting to make these estimates, projections, business plans, budgets and forecasts and the Buyer is familiar with these uncertainties; the Buyer is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, business plans, budgets and forecasts furnished to it; and the Seller is not liable under any Claim arising out of or relating to any opinions, estimates, projections, business plans, budgets or forecasts in respect of the Life Insurance Business Knowledge and belief Where any Warranty or other provision of this deed is qualified by, or made on the basis of, the Seller s knowledge, information, awareness or similar expression, the Seller will be deemed to know or be aware of all matters or circumstances of which Tony Graham, Cameron Garrett, Daniel Longden, Richard Rasker and Erin Tinker are actually aware as at the date of this deed Buyer s acknowledgement The Buyer acknowledges and agrees that: (c) (d) (e) in entering into this deed and in proceeding to Completion, the Buyer does not rely on any statement, representation, warranty, condition, forecast or other conduct which may have been made by or on behalf of the Seller, except for the Liability assumed by the Seller in relation to the Warranties in accordance with the terms of this deed; it has received and understood the contents of the Disclosure Material; it has had the opportunity to conduct a due diligence and has satisfied itself in relation to matters arising from the due diligence; irrespective of whether or not the due diligence was as full or exhaustive as the Buyer would have wished, it has nevertheless independently and without any inducement, representations or warranty (other than the Warranties) from the Seller or its Representatives determined to enter into this deed; the Seller: King & Wood Mallesons Sale and Purchase Deed JO

38 (i) (ii) owes or accepts no duty of care to the Buyer in respect of any disclosure or the provision of any information; and except as expressly provided in this deed is not liable to the Buyer if, for whatever reason, any disclosed information is or becomes inaccurate, incomplete or misleading in any way; (f) (g) (h) (i) no Seller Group Member nor their Representative was, or is, under any obligation to update any information provided to the Buyer or its Representatives; except for the Liability expressly assumed by the Seller in relation to the Warranties in accordance with the terms of this deed, all terms, conditions, warranties and statements, whether express, implied, written, oral, collateral, statutory or otherwise, are excluded, and the Seller disclaims all Liability in relation to them, to the maximum extent permitted by Law; to the maximum extent permitted by law, the Buyer agrees not to make and waives any right they may have to make any Claim against the Seller under any provision of the Corporations Act (including section 1041H of the Corporations Act), the Competition and Consumer Act 2010 (Cth) (including sections 18, 20, 21,22 and 29 of Schedule 2 (Australian Consumer Law) of that Act), the Australian Securities and Investments Commission Act 2001 (Cth) (including subdivision 121), or any similar provisions in the legislation of any Australian State or Territory or the Commonwealth of Australia or in any other applicable law; and all warranties provided in this deed are contractual promises only and do not amount to representations on which the Buyer has relied when entering this deed Adjustments to the Purchase Price A payment made pursuant to this deed in respect to the breach of a warranty or under an indemnity or any refund by: the Buyer, is to be treated as an increase of the Purchase Price; and the Seller, is to be treated as a reduction of the Purchase Price. 11 Limit of Seller s Liability 11.1 Notice of Claims If the Buyer becomes aware of any matter or circumstance that may give rise to a Claim in connection with this deed, including a breach of a Warranty: the Buyer must as soon as practicable and in any case within 20 Business Days give notice of the Claim to the Seller; and the notice must contain the following details of the Claim: (i) (ii) the facts, matters or circumstances that may give rise to the Claim; if it is alleged that the facts, matters or circumstances referred to in sub-clause (i) constitute a breach of this deed, including a breach of a Warranty, the basis for that allegation; and King & Wood Mallesons Sale and Purchase Deed JO

39 (iii) a bona fide and reasonable estimate of the amount of the Loss, if any, arising out of or resulting from the Claim or the facts, matters or circumstances that may give rise to the Claim Third party Claims If the matter or circumstance that may give rise to a Claim against the Seller in connection with this deed, including a breach of Warranty, is a result of or in connection with a Claim by or liability to a third party then: the Buyer must as soon as practicable and in any case within 20 Business Days give notice of the Claim to the Seller; the notice must contain the following details of the Claim; (i) (ii) (iii) the facts, matters or circumstances that may give rise to the Claim; if it is alleged that the facts, matters or circumstances referred to in sub-clause (i) constitute a breach of this deed including a breach of a Warranty the basis for that allegation; and a bona fide and reasonable estimate of the amount of the Loss, if any, arising out of or resulting from the Claim or the facts, matters or circumstances that may give rise to the Claim; (c) subject to clause 11.2(e), 11.2(f) and 11.2(g), at the direction and expense of the Seller, the Buyer must: (i) (ii) (iii) take, and procure, to the extent it is reasonably able to do so, that each Buyer Group Member takes such action (including legal proceedings or making claims under any insurance policies) as the Seller may reasonably require to avoid, dispute, resist, defend, appeal, compromise or mitigate the Claim; or allow the Seller to take over the conduct of the Claim at any time and the Buyer must, and must procure, to the extent it is reasonably able to do so, that each Buyer Group Member, cooperates with the Seller and does all things reasonably requested by the Seller in respect of the Claim; and agree that the Seller may take such action as it may determine regarding the Claim, including negotiating, defending, settling, compromising and appealing the Claim; (d) (e) the Buyer must not, and must procure, to the extent it is reasonably able to do so, that no Buyer Group Member, settles, makes any admission of Liability or compromises any third party Claim, or any matter which gives or may give rise to such a Claim, without the prior written consent of the Seller; the Buyer will not be required to comply with clause 11.2(c) to the extent that such cooperation could reasonably be regarded as materially harmful to the operation or goodwill of the business of the Buyer or the Buyer Group; King & Wood Mallesons Sale and Purchase Deed JO

40 (f) where the Buyer takes action at the request of the Seller under clause 11.2(c)(i) or where the Seller takes over the conduct of a Claim under clause 11.2(c)(ii), the Seller: (i) (ii) must at reasonable and regular intervals provide the Buyer with written reports concerning the conduct, negotiation, control, defence and/or outcome or settlement of the Claim, together with any documents reasonably requested by the Buyer relating to the Claim, subject to the Buyer using its best endeavours to protect any client legal privilege attaching to that information; and indemnify the Buyer against all Liability incurred by the Buyer in connection with such requirements or the conduct of the Claim by the Seller; (g) (h) if the Seller settles any third party Claim that gives rise to a liability of the Buyer, the Seller is deemed to admit liability to the Buyer in respect of the third party Claim for such amount and must pay to the Buyer, on demand, an amount equal to such amount; and where information provided to the Seller under clause 11.2(c) is subject to solicitor client legal privilege, the Seller will use reasonable endeavours to protect such privilege Seller to consider Claims The Seller must notify the Buyer within 20 Business Days of receipt of a notice of a Claim under clause 11.1 or clause 11.2 indicating whether it admits or denies the Claim (in whole or in part) (or, in the case of third party Claims, whether it exercises the option in clause 11.2(c)(ii) at that time) Seller not liable The Seller is not liable to the Buyer for any Claim in connection with this deed: if the Buyer has failed strictly to comply with clause 11.1 or clause 11.2 as the case may be; (c) (d) (e) (f) if the Buyer has ceased after Completion to own or control the Life Insurance Business or the Assets in respect of which the Claim arises; to the extent the Buyer has failed to comply with clause 19.3 in relation to that Claim; to the extent the Claim is as a result of or in consequence of any voluntary act, omission, transaction or arrangement of or on behalf of a Buyer Group Member or their Representatives after Completion; to the extent the Claim is as a result of or in respect of any legislation not in force at the date of this deed (including legislation which takes effect retrospectively), any change in the judicial interpretation of any law, any judgment that is delivered (other than any judgment in relation to a Claim under or in connection with this deed) or any change in the practice, policy or rulings of any Government Agency, in each case after the date of this deed; to the extent that the Claim arises or is increased as a result of any change in Accounting Standards or Actuarial Standards after Completion; King & Wood Mallesons Sale and Purchase Deed J0

41 (g) (h) (i) (j) to the extent that an allowance, provision, accrual or reserve (including in each case by way ot net-off) has been made for the subject matter of the Claim (either specifically or as part of a general provision or allowance) in either the Cut-Off Net Assets, Completion Net Assets or the Accounts; to the extent that the breach giving rise to the Claim is capable of remedy and, within 20 Business Days after receiving notice of the Claim, the Seller remedies the breach to the satisfaction of the Buyer (acting reasonably); if the Claim arises or is increased as a result of action taken or not taken by the Seller after consultation with and the prior written approval of the Buyer; or if the Buyer was aware on or before the date of this deed of any fact, matter or circumstance, which gives rise to or forms the basis of the Claim Recovery Where the Buyer is or may be entitled to recover from some other person any sum (Recovered Sum) in respect of any matter or event which could give rise to a Claim, the Buyer will; (c) use its best endeavours to recover the Recovered Sum before making the Claim; keep the Seller at all times fully and promptly informed of the conduct of such recovery; and reduce the amount of the Claim by the amount of the Recovered Sum. If the recovery is delayed until after the Claim has been paid by the Seller to the Buyer the Recovered Sum will be paid to the Seller No double recovery The Buyer will not be entitled to recover damages or obtain payment, reimbursement, restitution or indemnity more than once for the same loss, damage, Liability or breach of this deed Time limits on Claim The Buyer may not make, and the Seller will not be liable for, any Claim in connection with this deed including for a breach of Warranty unless full details of the Claim have been notified to the Seller in accordance with clause 11.1 or clause 11.2 within 18 months after Completion. A Claim will not be enforceable against the Seller and is to be taken for all purposes to have been withdrawn unless any legal proceedings in connection with the Claim are commenced within 9 months after written notice of the Claim is served on the Seller in accordance with clause 11.1 or clause Minimum amount of Claim The Buyer may not make any Claim in connection with this deed including for a breach of Warranty; if the amount of the Claim (as agreed or finally determined by a court of competent jurisdiction) is less than 0.1% of the Purchase Price; and unless and until the aggregate amount of all Claims properly made under this deed exceeds 1% of the Purchase Price, King & Wood Mallesons Sale and Purchase Deed

42 in which event the Seller s liability will be limited to the amount by which the amount in is exceeded Maximum Liability The Seller's total liability ior loss or damage ot any kind however caused, in contract, tort (including negligence), under any statute or otherwise arising from or relating in any way to this deed or its subject matter is limited in aggregate: for any and all Claims (other than Claims under clause 11.9), to 30% of the Purchase Price; and for Claims for breach of a Title Warranty, to 100% of the Purchase Price, provided that the Seller s total aggregate Liability for all Claims under or in connection with this deed (including all breaches of the Warranties) is limited to 100% of the Purchase Price received by the Seller Exclusion of consequential liability The Seller has no liability in connection with this deed for any: Consequential Loss; or loss of profit or opportunity cost No right to terminate or rescind Except to the extent expressly provided for in this deed: the Buyer may not terminate or rescind this deed; and the Buyer's sole remedy for breach of this deed is damages for breach of contract Tax benefit In calculating the Liability of the Seller for a Claim arising in connection with this deed, any tax benefit or reduction received by the Buyer as a result of the loss or damage arising from that breach must be taken into account, and the Buyer must provide the Seller with such information as is reasonably necessary for the Seller to assess any such benefit or reduction. 12 Buyer s warranties 12.1 Buyer s warranties The Buyer warrants to the Seller that each of the following statements is correct and not misleading in any material respect on the date of this deed and will be correct and not misleading in any material respect at Completion, as if made on and as at each of those dates: (c) (d) (Life Act) the Buyer is registered under the Life Act; (incorporation) it has been incorporated as a company limited by shares in accordance with the laws in its place of incorporation and is validly existing under those laws; (power) it has the power, without any further consent of any other person, to enter into and perform its obligations under this deed; (authority) it has taken all action which is necessary to authorise the entry into and performance of its obligations under this deed; King & Wood Mallesons Sale and Purchase Deed 30

43 (e) (f) (g) (h) (binding obligations) its obligations under this deed constitute legal, valid and binding obligations of the Buyer, enforceable against it in accordance with its terms; (no contravention) this deed and the performance by the Buyer of its obligations under it do not contravene its constitution or any Law by which it is bound or cause a default under any deed, undertaking or other obligation by which it is bound; (solvency) it is not Insolvent; (funding) it has access to funds in excess of the Purchase Price, as well as its costs relating to this deed and the transactions contemplated by this deed, and these funds: (i) (ii) are not required for other operations or commitments of the Buyer; and will be available on the Completion Date to make payments under this deed; (i) (j) (Warranties) it does not have knowledge or belief of any matter which is, or would with the passage of time become, a breach of any Warranty other than any potential breaches of a Warranty disclosed in the Disclosure Material; and (Buyer acting as principal) the Buyer is acting as the principal, and not as an agent, in relation to this deed and the transactions contemplated by this deed Buyer indemnity for MIML Deed of indemnity The Buyer must indemnify the Seller against, and must pay the Seller on demand the amount of, all Liabilities that the Seller may incur in connection with the MIML Deed of Indemnity to the extent that the Liability arises as a result of an act or omission of the Buyer or any of its employees, officers, agents or representatives including under any life policy (within the meaning of the Life Act) or under any Superannuation Services. 13 Default and termination 13.1 Termination for non-satisfaction of Condition Precedent If any Condition Precedent is not satisfied by the End Date then, if the party who wishes to terminate this deed has complied with clause 4.2, this deed may be terminated at any time before Completion by notice to the other parties Failure by a party to Complete If the Seller or the Buyer (the defaulting party) does not Complete, other than as a result of default by the other (the non-defaulting party), the non-defaulting party may give the defaulting party notice requiring it to Complete within five Business Days of receipt of the notice Specific performance or termination If the defaulting party does not Complete within the period specified in clause 13.2 the non-defaulting party may choose either to proceed for specific performance or terminate this deed. In either case, the non-defaulting party may seek damages for the default. King & Wood Mallesons Sale and Purchase Deed JO

44 13.4 Insolvency The Seller may terminate this deed immediately by giving notice to the other parties it the Buyer is Insolvent. The Buyer may terminate this deed immediately by giving notice to the other parties if the Seller is Insolvent Termination of deed If this deed is terminated under clause 13.1, 13.3 or 13.4, then in addition to any other rights, powers or remedies provided by Law: each party retains the rights it has against any other parties in connection with any breach or Claim that has arisen before termination; and the Buyer must return to the Seller all documents and other materials in any medium in its possession, power or control which contain any information relating to the Life Insurance Business including the Records. The termination of this deed under this clause 13 does not affect any other rights the parties have against one other at Law or in equity and clause 1, this clause 13 and clauses 15,16,17 and 20 survive termination. 14 Restraint 14.1 Restraint The Seller undertakes to the Buyer that no Seller Group Member will, directly or indirectly: (competing business) issue risk insurance policies offering similar benefits to the Life Policies in Australia for the following period after Completion: (i) (ii) 3 years; and 2 years. If the length of any such period would have the effect that this clause 14 is invalid or otherwise unenforceable, this clause shall be read down on the basis that the longest specified period which would not cause invalidity or unenforceability shall apply; or (soliciting Employees) seek to entice away from the Buyer any Employee, for 12 months after Completion (except by a general advertisement for staff and discussions with or hiring persons who respond to it) Permitted conduct Despite clause 14.1, Seller Group Members may: hold in aggregate up to 20% of the securities in any entity which are quoted on a public securities exchange, even though that entity carries on any of the activities referred to in clause 14.1; provide financial product advice in relation to, and arrange for the issue of, risk insurance policies offering similar benefits to the Life Policies; King & Wood Mallesons Sale and Purchase Deed 32

45 (c) (d) (e) offer risk insurance policies offering similar benefits to the Life Policies issued by non-seller Group Members on a wrap platform or through a superannuation fund; engage in any of the activities that would otherwise violate clause 14.1 in the event that a Seller Group Member acquires a business or entity after the Completion Date that engages in any such activities, provided that the activities that would otherwise violate clause 14.1 do not account for more than 20% of the aggregate revenue of the acquired business or entity as at the date it is acquired by a Seller Group Member; and continue to operate the business it operates at the date of this deed (other than the Life Insurance Business) Acknowledgement The Seller acknowledges that each restraint in this clause is reasonable in the circumstances and necessary to protect the interests of the Buyer in the goodwill of the Life Insurance Business. 15 Confidential Information and privacy 15.1 Confidential Information Subject to clauses 15.2 and 15.6, no Confidential Information may be disclosed by the Receiving Party to any person except; (c) (d) (e) to Representatives of the Receiving Party or its Related Bodies Corporate requiring the information for the purposes of this deed; as contemplated in the Operations and Transition Preparation Plan; with the consent of the Disclosing Party; if the Receiving Party is required to do so by Law, the rules of any securities exchange or any Government Agency lawfully requesting such Confidential Information; or if the Receiving Party is required to do so in connection with legal proceedings relating to this deed Disclosure of Confidential Information If the Receiving Party discloses information under clause 15.1, or (c) the Receiving Party must ensure that recipients of the Confidential Information do not disclose the Confidential Information except in the circumstances permitted in clause 15.1; and to the extent it is reasonably able to do so provide the Disclosing Party with a reasonable opportunity to review and comment on any disclosure of Confidential Information, including the form and content of that disclosure, and the Receiving Party must take any reasonable comments received from the Disclosing Party into account prior to making such disclosure. King & Wood Mallesons Sale and Purchase Deed 33

46 15.3 Use of Confidential Information The Buyer must not use any Confidential Information except for the purpose of performing its obligations under this deed and in connection with the Assets and Assumed Liabilities. (c) The Seller must not use any Confidential Information of the Buyer Group except for the purpose of conducting the transaction of sale and purchase contemplated in this deed, performing its obligations under this deed and in connection with the Assets and Assumed Liabilities. From Completion, any Confidential Information of a Seller Group Member that is acquired by the Buyer as an Asset pursuant to the terms of this deed and the Records will be considered the Confidential Information of the Buyer for the purposes of this deed. The provisions of this deed then apply to such information as though that information was disclosed by the Buyer to the Seller under or in connection with this document Excluded Information Clauses 15.1,15.2 and 15.3 do not apply to Excluded Information Privacy The Buyer agrees: to comply with all Privacy Laws; (i) (ii) by which it is bound; and by which the Seller is bound and notifies the Buyer, in connection with Personal Information collected, used or disclosed in connection with the Life Insurance Business or this deed; (c) (d) not to do anything with the Personal Information that may cause the Seller to be in breach of a Privacy Law; to notify the Seller of any request the Buyer receives before Completion for access to Personal Information which the Seller has disclosed to the Buyer; and not to give access to, or copies of, Personal Information disclosed by the Seller to the Buyer to anyone without the Seller's consent Use of Personal Information by Seller after Completion If the Seller is required by Law to retain any Personal Information, the Seller may use and disclose that Personal Information for the purpose for which it is required to be retained in accordance with applicable Privacy Laws Agreed announcements The Seller and the Buyer will co-operate on the form of public announcements relating to this deed and the transactions contemplated by this deed to be made by the Seller and Buyer in agreed form Other public announcements Each of the Seller and the Buyer may make further announcements and disclosures to the extent reasonably necessary to communicate information about the sale of the Life Insurance Business to Employees or the media, King & Wood Mallesons Sale and Purchase Deed J0

47 provided that any announcement is consistent with, and does not contain any Confidential Information that has not already been disclosed in, any announcement made under clause 15.7 or this clause Costs and stamp duty 16.1 Costs and expenses Each party agrees to pay their own legal and other costs and expenses in connection with the negotiation, preparation, execution and completion of this deed and other related documentation (including the Scheme), except for the costs of the Joint Report (as defined in the Scheme) which will be shared equally between the parties and stamp duty Stamp duty The Buyer agrees to: pay all stamp duty (including fines and penalties) payable and assessed by legislation or by any revenue office on this deed, on any instruments entered into under this deed, and in respect of a transaction evidenced by this deed (other than under clause 19.1 ); and indemnify on demand the Seller against any Liability for that stamp duty (including fines and penalties). 17 Goods and services tax (GST) 17.1 Consideration GST exclusive Unless expressly stated otherwise in this deed, all amounts payable or consideration to be provided under this deed are exclusive of GST Payment of GST If GST is payable on any supply made under this deed, for which the consideration is not expressly stated to include GST, the recipient agrees to pay to the supplier an additional amount equal to the GST payable at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be), is to be provided. However: (c) the recipient need not pay the additional amount until the supplier gives the recipient a tax invoice or an adjustment note; if an adjustment event arises in respect of the supply, the additional amount must be adjusted to reflect the adjustment event and the recipient or the supplier (as the case may be) must make any payments necessary to reflect the adjustment; and this clause 17.2 does not apply to the extent that the GST on the supply is payable by the recipient under Division 84 of the GST Act Reimbursements If a party is required under this deed to indemnify another party, or pay or reimburse costs of another party, that party agrees to pay the relevant amount less any input tax credits to which the other party (or to which the representative member for a GST group of which the other party is a member) is entitled Calculation of payments If an amount payable under this deed is to be calculated by reference to: King & Wood Mallesons Sale and Purchase Deed JO

48 the price to be received for a taxable supply then, for the purposes of that calculation, the price is reduced to the extent that it includes any amount on account of GST; and the price to be paid or provided for an acquisition then, for the purposes of that calculation, the price is reduced to the extent that an input tax credit is available for the acquisition Interpretation For the purposes of this clause 17: a term which has a defined meaning in the GST Act has the same meaning when used in this clause 17; and each periodic or progressive component of a supply to which section 156-5(1) of the GST Act applies will be treated as though it is a separate supply. 18 Notices and other communications 18.1 Form - all communications Unless expressly stated otherwise in this deed, all notices, certificates, consents, approvals, waivers and other communications in connection with this deed must be: (c) in writing in English; signed by the sender (if an individual) or an Authorised Officer of the sender; and marked for the attention of the person identified in the Details or, if the recipient has notified otherwise, then marked for attention in the way last notified Form - communications sent by Communications sent by need not be marked for attention in the way stated in clause However, the (c) must state the first and last name of the sender; must include as an attachment the signed notice, certificate, approval, waiver or communication (as applicable) as an Adobe Portable Document Format (pdf) file; and must have a subject starting with Project Atom - Notice under the Sale and Purchase Deed Delivery Communications must be: (c) (d) left at the address set out or referred to in the Details; sent by prepaid ordinary post (airmail if appropriate) to the address set out or referred to in the Details; sent by to the address set out or referred to in the Details; or given in any other way permitted by Law, King &Wood Mallesons Sale and Purchase Deed 36

49 However, if the intended recipient has notified a changed address or address then the communication must be to that address or address When effective Communications take effect from the time they are received or taken to be received under clause 18.5 (whichever happens first) unless a later time is specified When taken to be received Communications are taken to be received: if sent by post, three days after posting (or seven days after posting if sent from one country to another); if sent by ; (i) (ii) when the sender receives an automated message confirming delivery; or four hours after the time sent (as recorded on the device from which the sender sent the ) unless the sender receives an automated message that the has not been delivered, whichever happens first Receipt outside business hours Despite clauses 18.4 and 18,5, if communications are received or taken to be received under clause 18.5 after 5.00pm in the place of receipt or on a non- Business Day, they are taken to be received at 9.00am on the next Business Day and take effect from that time unless a later time is specified. 19 General 19.1 Novation and assignment The Seller has the right, at any time after Completion to novate all of its rights and obligations under or in connection with this deed to Macquarie Bank Limited without the consent of the Buyer and the Buyer agrees to take all steps necessary, including executing any documents required, to give effect to such novation on terms that absolutely release the Seller from all obligations under or in connection with this deed provided those obligations are assumed by Limited without limitation. Other than under clause 19.1, no party may assign or otherwise deal with its rights under this deed or allow any interest in them to arise or be varied, in each case without the consent of the other parties Discretion in exercising rights A party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions), unless this deed expressly states otherwise. Except as otherwise set out in this deed, any partial exercise, failure to exercise, or delay in exercising, a right or remedy provided under this deed or by Law does not operate as a waiver or prevent or restrict any further or other exercise of that or any other right or remedy in accordance with this deed. King & Wood Mallesons Sale and Purchase Deed 37

50 (c) Except as otherwise set out in this deed, a party is not liable for Loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising a right or remedy that is available to it under this deed Minimising Losses Each party acknowledges and agrees that it will act reasonably to minimise any Loss for which it may have a right of recovery under this deed, including in respect of a Loss arising for breach of a warranty, a misrepresentation or under an indemnity. Nothing in this deed relieves any person from any duty at Law to mitigate any Loss that it may suffer or incur under this deed, including in connection with any breach of a warranty or representation or for any matter for which it may recover under an indemnity Approvals and consents By giving its approval or consent a party does not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval Rights and obligations are unaffected Rights given to the parties under this deed and the parties liabilities under it are not affected by anything which might otherwise affect them by Law Variation and waiver A provision of this deed or a right created under it, may not be waived or varied except in writing, signed by the party or parties to be bound No merger The warranties, undertakings and indemnities in this deed do not merge and are not extinguished on Completion and will survive after Completion Indemnities Subject to this deed, the indemnities in this deed are continuing obligations, independent from the other obligations of the parties under this deed and continue after this deed ends. It is not necessary for a party to incur expense or make payment before enforcing a right of indemnity under this deed Further steps Each party agrees, at its own expense, to do anything the other party asks (such as obtaining consents, signing and producing documents and getting documents completed and signed) as may be reasonably necessary or desirable to give full effect to the provisions of this deed and the transactions contemplated by it Entire agreement This deed, together with any other arrangements between the parties referred to in this deed, constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter Construction No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, this deed or any part of it. King & Wood Mallesons Sale and Purchase Deed Q4_10

51 20 Governing Law, jurisdiction and service of process 20.1 Governing Law This deed is governed by the Law in force in the place specified in the Details Jurisdiction Each party submits to the non-exclusive jurisdiction of the courts ot the place specified in the Details and courts of appeal from them. Each party waives any right it has to object to an Action being brought in those courts including by claiming that the Action has been brought in an inconvenient forum or that those courts do not have jurisdiction Serving documents Without preventing any other method of service, any document in an Action may be served on a party by being delivered to or left at that party's address in the Details. 21 Counterparts This deed may be executed in counterparts. All counterparts when taken together are to be taken to constitute one instrument. EXECUTED as a deed King & Wood Mallesons Sale and Purchase Deed JO

52 Sale and Purchase Deed Schedule 1 - Timetable Task Responsibility Timing 1 Complete joint actuarial Seller As soon as practicable report for Seller and Buyer after the date of this statutory funds agreement, and in any Buyer must provide case within 4 weeks for such actuarial the draft report and a information and access further 4 weeks for the to its actuary and management as is required by the Seller promptly and in any event within 5 Business Days of a request from the Seller final report. 2 Appoint independent actuary Seller/Buyer As soon as practicable after the date of this agreement 3 Assist in completion of Seller/Buyer As soon as practicable independent actuarial report after the date of this agreement Each of the Seller and the Buyer must provide such actuarial information and access to its actuary and management as is required by the independent actuary promptly and in any event within 5 Business Days of a request from the independent actuary 4 Appoint counsel Seller As soon as practicable after the date of this agreement Separate Buyer counsel optional King & Wood Mallesons Sale and Purchase Deed JO

53 Task Responsibility Timing 5 Draft Scheme summary, communications regime to policyholders, letters to policyholders, advertisements (notification of Scheme), any other proposed public notifications, court application and notice of motion for dispensation from obligation to provide Scheme summary to every affected policyholder (including dispensation from requirement that the Scheme summary be provided to Buyer policyholders) 6 Prepare application for goahead decision under the IATA Seller, following consultation with Buyer Buyer must provide such information as is required by the Seller promptly and in any event within 2 Business Days of a request from the Seller Buyer, following consultation with the Seller Within 2 weeks of execution of this agreement Within 2 weeks of execution of this agreement Seller must provide such information as is required by the Buyer promptly and in any event within 2 Business Days of a request from the Buyer 7 Submit the following documents to APRA: (c) (d) (e) (f) Scheme joint actuarial report and Independent actuarial report draft Scheme summary draft communications regime and advertisements (notification of Scheme) with proposed list of newspapers IATA application court application and 'notice of motion for dispensation' Seller Buyer must provide such information as is required by the Seller promptly and in any event within 2 Business Days of a request from the Seller As soon as practicable after the finalisation of the joint and independent actuarial reports King & Wood Mallesons Sale and Purchase Deed

54 Task Responsibility Timing 8 Finalise court application for confirmation and notice of motion for dispensation, draft orders and preliminary supporting affidavits Seller Buyer must provide information and access to representatives whose evidence is required by the Seller promptly and in any event within 3 Business Days of a request from the Seller Within 1 week of finalisation of actuarial reports subject to finalisation on APRA approval being obtained 9 File Court application and notice of motion for dispensation Seller Within 1 week of APRA approval being obtained 10 Attend first directions hearing seeking order for dispensation Seller / Buyer As soon as practicable based on Court schedule 11 Finalise and send communications to policyholders as approved by the Court 12 Finalise and publish approved form of advertisement (notification of Scheme) in approved newspapers and Gazette Seller to its policyholders and Buyer to its policyholders (to the extent required) Seller As soon as practicable after, and in any case within 1 week of, first Court hearing date or as otherwise ordered by the Court After first Court hearing date in accordance with the orders of the Court 13 Make the Scheme available for inspection at offices in each State and Territory in which Life Policies are held (or other location as approved by APRA in writing) Seller Must be available for at least 15 days ("inspection period ) commencing shortly after advertisement (notification of Scheme) is published and policyholder communications sent 14 Attend to policyholder calls and other enquiries Seller / Buyer (as applicable) All times King & Wood Mallesons Sale and Purchase Deed 42

55 Task Responsibility Timing 15 Liaise with APRA and obtain final consent to scheme Seller Buyer must provide such information as is required by the Seller for this purpose As soon as practicable following expiry of inspection period 16 Prepare and file affidavits in support of confirmation and final orders to be sought as well as updated actuarial and independent actuarial reports (if required) Seller Buyer must provide information and access to representatives whose evidence is required by the Seller promptly and in any event within 3 Business Days of a request from the Seiler As soon as practicable following expiry of inspection period 17 Attend Court hearing for confirmation of Scheme Seller / Buyer As soon as practicable following expiry of inspection period based on Court schedule 18 Attend to any follow up matter resulting from the Court hearing to give effect to the Scheme Seller / Buyer As soon as practicable after final hearing King & Wood Mallesons Sale and Purchase Deed JO

56 Sale and Purchase Deed Schedule 2 - Form of Scheme Scheme under Part 9 of the Life Insurance Act 1995 (Cth) for the transfer of the Life Insurance Business of Macquarie Life Limited to Zurich Australia Limited Parlies Seller and Buyer Seller Name Macquarie Life Limited ACN Address 1 Shelley Street, Sydney NSW 2000 Buyer Name Zurich Australia Limited ACN Address 5 Blue Street, North Sydney NSW 2060 Recitals A The Seller and the Buyer are life companies registered under the Life Act. B The Seller and the Buyer have agreed to transfer the Life Insurance Business comprising the Assets and the Assumed Liabilities from the Seller to the Buyer, subject to the confirmation of the Court, in accordance with the terms of the Sale and Purchase Deed which forms part of this Scheme. C Under Part 9 of the Life Insurance Act 1995 the Court may confirm a scheme for the transfer of the life insurance business of one life company to another life company. D The transfer of the Transferred Assets to, and the assumption of the Transferred Liabilities by, the Seller will be effected under this Scheme in accordance with Part 9 of the Life Act by the confirmation of this Scheme by the Court. The Transfer of the remainder of the Assets and Assumed Liabilities will be effected pursuant to the Sale and Purchase. E The following actuarial reports have been prepared on this Scheme, and on the impact of the transfer on relevant policyholders: King & Wood Mallesons Sale and Purchase Deed _10

57 a report dated [fl] prepared by Mr Martin Paino, the appointed actuary of the Seller and Mr Tim Howell, the appointed actuary of the Buyer; and a report dated [ ] prepared by [fl] the independent actuary jointly appointed by the Seller and the Buyer. The reports are attached to this Scheme as Schedule 2. King & Wood Mallesons Sale and Purchase Deed _10

58 1 Definitions and interpretation 1.1 Definitions In this Scheme, terms capitalised but not defined in this clause 1.1 have the same meaning as in the Sale and Purchase Deed. These meanings apply unless the contrary intention appears: Buyer Fund means the Buyer s Statutory Fund No,2, maintained by the Buyer under Part 4 of the Life Act. Court means the Federal Court of Australia. Joint Report means the actuarial report referred to in recital E and attached to this Scheme as Schedule 2. Sate and Purchase Deed means the deed dated [ ] between the Seller and Buyer in relation to the transfer of the life insurance business of the Seller to the Buyer, attached to this Scheme as Schedule 1. Seller Fund means the Seller's Statutory Fund No.4, maintained by the Seller under Part 4 of the Life Act. Transferred Assets means the Assets as defined in the Sale and Purchase Deed, other than the IT Systems. Transferred Contracts means the Contracts as defined in the Sale and Purchase Deed. Transfer Date means the date which is the first day of the calendar month after the calendar month in which this Scheme is confirmed by the Court pursuant to Part 9 of the Life Act, provided that: if such day is not a Business Day, the Transfer Date will be the next Business Day; and if such day is less than five Business Days after the date on which this Scheme is confirmed by the Court, the Transfer Date will be the last day of the calendar month following the calendar month in which this Scheme is confirmed by the Court and if such day is not a Business Day, the Transfer Date will be the next Business Day. Transferred Liabilities means the Assumed Liabilities as defined in the Sale and Purchase Deed. 1.2 Interpretation Clause 1.2 ("Interpretation ) of the Sale and Purchase Deed applies to this Scheme as if it was set out in this Scheme in full. 2 Conditions precedent 2.1 Conditions precedent This Scheme is subject to each of the conditions precedent in clause 4.1 of the Sale and Purchase Deed having been satisfied. King & Wood Mallesons Sale and Purchase Deed _10

59 2.2 Condition precedent not satisfied In the event that any condition precedent in clause 2,1 of this Scheme is not satisfied by the End Date then, without limiting or varying the Sale and Purchase Deed, this Scheme has no further operation. 3 Joint Report The Joint Report gives an overview of the Seller Fund and the Buyer Fund, including of their financial position and the impact of the Scheme on the position of holders of Life Policies. 4 Sale and Purchase Deed Those terms of the Sale and Purchase Deed that govern the transfer of the Transferred Assets and assumption of the Transferred Liabilities from the Seiler to the Buyer form part of this Scheme, including the Buyer's obligation to pay the Purchase Price in accordance with the Sale and Purchase Deed. 5 Transfer of Transferred Assets and applications 5.1 Transfer of Transferred Assets On and from the Transfer Date: the Assets that form part of the Seller Fund will be transferred from the Seller Fund to, and will become part of, the Buyer Fund. In this respect: (i) (ii) any Shareholders' Capital and Retained Profits in the Seller Fund immediately prior to the Transfer Date becomes part of the Shareholders' Capital and Retained Profits respectively of the Buyer Fund; and any Shareholders Retained Profits (Overseas and Non- Participating) in the Seller Fund immediately prior to the Transfer Date becomes part of the Shareholders' Retained Profits (Overseas and Non-Participating) in relation to the Buyer Fund; and all Transferred Assets not transferred under clause will be transferred from the Seller to the Buyer, without the need for any further steps to be taken. 5.2 Applications On and from the Transfer Date: any applications for life policies (within the meaning of the Life Act) to the Seller which have not been accepted by the Seller as at the Transfer Date, will for all purposes be treated as an application to the Buyer for that policy on the same terms (other than that the issuer will be the Buyer); and any policy resulting from an application in paragraph will take effect and be construed for all purposes as a policy issued by the Buyer. 6 Transfer of Transferred Liabilities On and from the Transfer Date: King & Wood Mallesons Sale and Purchase Deed JO

60 (c) (d) (e) the Buyer is liable for and assumes the Transferred Liabilities (whether arising or accruing before or after the Transfer Date); the Buyer must indemnify, and keep indemnified, the Seller from and against Liability in connection with from the Transferred Liabilities (whether arising or accruing before or after the Transfer Date); the Buyer will be substituted for the Seller in all the Life Policies and Transferred Contracts as if the Buyer was, and at all times had been, a party to the Life Policies and Transferred Contracts in respect of the Transferred Liabilities, and the Seller will be released and discharged from all Transferred Liabilities (whether arising or accruing before or after the Transfer Date); Transferred Liabilities which immediately prior to the Transfer Date were Liabilities of the Seller Fund will become Liabilities of the Buyer Fund; and the rights, benefits and liabilities of the owners, and any persons claiming through or under them, under the Life Policies in respect of the Transferred Liabilities will be the same as if: (i) (ii) the proposals and applications on which they were based had been made to and accepted by the Buyer instead of the Seller; and those policies had been issued by the Buyer instead of the Seller, without the need for any further steps to be taken. 7 Terms of Life Policies and Transferred Contracts, Claims and proceedings On and from the Transfer Date: a reference to the Seller or the Seiler Fund in: (i) (ii) (iii) any Life Policy or Transferred Contract; any application or proposal for a Life Policy; any other document evidencing or relating to a Life Policy or Transferred Contract, will have effect and be construed as a reference to the Buyer or the Buyer Fund (as the case may be); (c) (d) any person having a Claim against or obligation to the Seller in respect of the Transferred Assets or Transferred Liabilities will have the same Claim against or obligation to Buyer in substitution for the Claim against or obligation to the Seller irrespective of when the Claim or obligation arose; all premiums and other amounts payable to or recoverable by the Seller under or in respect of the Life Policies will be payable to and recoverable by the Buyer instead of the Seller; the Buyer will be entitled to enforce all rights and remedies which but for the Scheme would have been enforceable by the Seller under or in King & Wood Mallesons Sale and Purchase Deed _10

61 respect of the Life Policies including any claims by way of subrogation, contribution, outstanding premium and any other recoveries related directly or indirectly to any Life Policies; (e) (f) (g) the Buyer bears the obligation to pay commissions payable to any person in respect of a Life Policy and is entitled to seek repayment of commission (whether originally paid by the Buyer or the Seller) instead of the Seller; any legal proceedings pending by or against the Seller in respect of a Transferred Asset or Transferred Liability will be continued by or against the Buyer, as the case may be; and all authorities, directions, mandates and instructions given to the Seller in respect of the Transferred Assets or Transferred Liabilities (including to deduct premiums or fees payable in respect of Life Policies (whether by debiting a bank account, through automatic payroll deductions or electronic bank transfer or otherwise) or to disclose or obtain information) are deemed to be given to the Buyer instead of the Seller, without the need for any further steps to be taken. 8 No policy amendments There will be no amendments to the Life Policies. 9 Conduct of business From the Transfer Date, the Buyer must maintain the policies and practices approved by the board of the Seller with respect to the conduct of the Life Insurance Business immediately prior to the Transfer Date including: (i) (ii) (iii) (iv) (v) (vi) (vii) arrangements relating to reinsurance; the method of determining premium rates and charges; the capital management framework; investment policies and strategies; the bases used for asset valuations; the process and basis of taxation; the risk management framework; (viii) the principles underpinning the method of allocating expenses; and (ix) the processes applied in determining discretionary charges and surrender values, and the board of the Buyer must adopt any policies and take such action as is required to give effect to the above. The Buyer must review such board-approved policies and practices periodically to ensure they remain appropriate and, following such King & Wood Mallesons Sale and Purchase Deed 49 Z JO

62 review, may alter those policies in any manner which is consistent with the Buyer s contractual and legal obligations. (c) (d) In circumstances where an applicable Buyer board policy or practice is substantially consistent with the relevant Seller board policy or practice, the Buyer must act in accordance with that Buyer board policy from the Transfer Date. The Buyer must review its relevant board policies and practices referred to in (c) periodically to ensure they remain appropriate and, following such review, may alter those policies and practices in any manner which is consistent with the Buyer's contractual and legal obligations. 10 Giving effect to this Scheme The Buyer and the Seller must do all things reasonably necessary or desirable to give effect to this Scheme. 11 Governing law This Scheme is governed by the law in force in New South Wales. Each of the Seller and the Buyer submit to the non-exclusive jurisdiction of the courts of that place. King & Wood Mallesons Sale and Purchase Deed 50

63 Scheme Schedule 1 - Sale and Purchase Deed King & Wood Mallesons Sale and Purchase Deed

64 Scheme Schedule 2 - Actuarial reports King & Wood Mallesons _10 Sale and Purchase Deed

65 Sale and Purchase Deed Schedule 3 - Contracts Reinsurance Contracts Addendum 10 to the Death, Total Permanent Disablement and Disability Income Quota Share and Surplus Coinsurance Treaty between Macquarie Life Munich Reinsurance Company of Australasia Limited dated 13 December 2005 (MLL 0201) (November 2013) Addendum 11 to the Death, Total Permanent Disablement and Disability Income Quota Share and Surplus Coinsurance Treaty between Macquarie Life Munich Reinsurance Company of Australasia Limited dated 13 December 2005 (MLL 0201) (November 2013) Addendum 12 to the Death, Total Permanent Disablement and Disability Income Quota Share and Surplus Coinsurance Treaty between Macquarie Life Munich Reinsurance Company of Australasia Limited dated 13 December 2005 (MLL 0201) (November 2015) Addendum 13 to the Death, Total Permanent Disablement and Disability Income Quota Share and Surplus Coinsurance Treaty between Macquarie Life Munich Reinsurance Company of Australasia Limited dated 13 December 2005 (MLL 0201) (November 2015) Individual Reinsurance Treaty (No. L1B080) between Macquarie Life Swiss RE Life & Health Australia Limited dated 8 July 2008 «Addendum No. 1 to the Individual Reinsurance Treaty (No. LIB080) between Macquarie Life Swiss RE Life & Health Australia Limited dated 8 July 2008 (April 2015) Addendum No. 2 to the Individual Reinsurance Treaty (No. LIB080) between Macquarie Life Swiss RE Life & Health Australia Limited dated 8 July 2008 (May 2015) Individual Reinsurance Treaty (No. LIB110) between Macquarie Life Swiss RE Life & Health Australia Limited dated 8 July 2008 Addendum No. 1 to the Individual Reinsurance Treaty (No. LIB110) between Macquarie Life Swiss RE Life & Health Australia Limited dated 25 November 2011 (November 2013) * Addendum No. 2 to the Individual Reinsurance Treaty (No. LIB110) between Macquarie Life Swiss RE Life & Health Australia Limited dated 25 November 2011 (November 2013) Addendum No. 3 to the Individual Reinsurance Treaty (No. LIB110) between Macquarie Life Swiss RE Life & Health Australia dated 25 November 2011 (April 2015) Addendum No. 4 to the Individual Reinsurance Treaty (No. LIB110) between Macquarie Life Swiss RE Life & Health Australia dated 25 November 2011 (May 2015) King & Wood Mallesons Sale and Purchase Deed JO

66 Addendum No. 5 to the Individual Reinsurance Treaty (No. LIB110) between Macquarie Life Swiss RE Life & Health Australia dated 25 November 2011 (November 2015) Standard Automatic Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited (AU-MAC-A-B-MO) dated 14 December 2010 Amendment to the Standard Automatic Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited (AU- MAC-A-B-l-10) dated 14 December 2010 (11 June 2010) Addendum No.2 to the Standard Automatic Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited (AU-MAC-A-B-l-10) dated 14 December 2010 (11 August 2011) «Addendum No.3 to the Standard Automatic Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited (AU-MAC-A-B-l-10) dated 14 December 2010 (3 November 2011) - Addendum No.4 to the Standard Automatic Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited (AU-MAC-A-B-l-10) dated 14 December 2010 (20 February 2013) Reinsurance Privacy Deed between Macquarie Life RGA Reinsurance Company of Australia Limited dated 10 April 2014 Automatic Individual Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited (AU-MAC-A-B-l-09) dated 9 February 2009 Addendum No.1 to the Automatic Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited (AU- MAC-A-B-l-09) (27 May 2015) Automatic Individual Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited (AU-MAC-A-LS-l-04) dated 7 December 2004 Addendum No.1 to the Automatic Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited (AU- MAC-A-LS-l-04) dated 7 December 2004 (25 March 2011) Automatic Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited (AU-MAC-A-B-l-01) dated 11 September 2001 (4 October 2011) Addendum No.1 to the Automatic Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited dated 11 September 2001 (AU-MAC-A-B-l-01) (9 February 2005) Addendum No.2 to the Automatic Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited dated 11 September 2001 (AU-MAC-A-B-l-01) (25 March 2011) Addendum No.3 to the Automatic Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited dated 11 September 2001 (AU-MAC-A-B-l-01) (4 October 2011) King & Wood Mallesons Sale and Purchase Deed _10

67 Life Reinsurance Treaty between Macquarie Life RGA Reinsurance Company of Australia Limited (AU-MAC-F-B-l-08) dated 15 September 2010 Reinsurance between Macquarie Life Hannover RE of Australasia Limited dated 3 July 2008 Individual Business Reinsurance between Macquarie Life Hannover RE of Austraiasia Limited dated 8 August 2007 Service s The Service between the Seller and Executive Medicine Pty Ltd dated 16 September 2014 The Services between the Seller and Unified Healthcare Group Pty Ltd dated 18 October 2010 The Variation of Services between the Seller and Unified Healthcare Group Pty Ltd dated 2 June 2014 Superannuation Services s» The Insurance Services Deed between the Seller and Macquarie Investment Management Limited dated 1 July The Insurance Services Deed between the Seller and OnePath Custodians Pty Ltd dated 6 February 2015 s Item Parties Contract Description 2016 Date Data room ID 1. Macquarie Life iselect Life Pty Ltd Life Insurance To be executed Macquarie Life Capricorn Securities Pty Ltd (including Macquarie Trade Mark licence) 8 April King & Wood Mallesons Sale and Purchase Deed JO

68 Item Parties Contract Description 3. Macquarie Life Limited Sentry financial Services Pty Ltd, Sentry Financial Planning Pty Ltd Sentry Wealth Management Pty Ltd and WealthSure Financial Services Pty Ltd 4. Macquarie Life Apogee Financial Planning Limited 5. Macquarie Life Godfrey Pembroke Limited 6. Macquarie Life GWM Adviser Services Limited 7. Macquarie Life Meritum Financial Group Limited 8. Macquarie Life EP Financial Services Pty Ltd 9. Macquarie Life National Sterling Financial Services Pty Ltd (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) Third Variation to distribution agreement dated 24 December 2012 Date Data room ID 07/11/ /10/ /10/ /10/ /10/ /10/ , /02/ King & Wood Mallesons Sale and Purchase Deed _10

69 Item Parties Contract Description 10. Macquarie Life National Sterling Financial Services Pty Ltd 11. Macquarie Life National Sterling Financial Services Pty Ltd 12. Macquarie Life National Sterling Financial Services Pty Ltd 13. Macquarie Life Lifebroker Pty Ltd 14. Macquarie Life and Securitor Financial Group Limited 15. Macquarie Life Genesys Wealth Advisers AMP Services Limited 16. Macquarie Life Genesys Wealth Advisers Limited 17. Macquarie Life Genesys Wealth Advisers Limited 18. Macquarie Life Genesys Wealth Advisers Limited Second Amendment to 24/12/2012 First Amendment to 24/12/2012 (including Macquarie Trade Mark licence) Customer First Risk Partner Program-Member (including Macquarie Trade Mark licence) Novation of 19 February 2008 Deed of Amendment iro dated 19 Feb 2008 and amended by deeds dated 7 July 2009 andl July 2010 (i.e third deed of amendment) Deed of Amendment iro dated 19 Feb 2008 (second deed of amendment) Deed of Amendment iro dated 19 Feb 2008 (first deed of amendment) Date Data room ID 11/04/ /08/ /12/ /11/ /08/ /09/ /10/ /04/ /07/ King & Wood Mallesons Sale and Purchase Deed JO

70 Item Parties Contract Description 19. Macquarie Life Genesys Wealth Advisers Limited 20. Macquarie Life Life Insurance Direct Australia Ptv Ltd 21. Macquarie Life Life Insurance Direct Australia Ptv Ltd 22. Macquarie Life Australian Advice Network Ptv Ltd 23. Macquarie Life The Lunar Group Pty Limited 24. Macquarie Life Neo Financial Solutions Pty Ltd 25. Macquarie Life Aon Hewitt Financial Advice Limited 26. Macquarie Life Aon Hewitt Financial Advice Limited Deed of Amendment of dated 1/5/2015 (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) Deed of Amendment for dated 21/05/2013 and Preferred Risk Partner Program (including Macquarie Trade Mark licence) Date Data room ID 19/02/ /07/ /5/ /06/ /07/ /07/ /03/ /05/ Macquarie Life APT Wealth Partners Pty Ltd 28. Macquarie Life Choice financial Advisors Annual review of Letter Annual review of Letter 23/03/ /03/ King & Wood Mallesons Sale and Purchase Deed JO 58

71 Item Parties Contract Description 29. Macquarie Life Doquile Perrett Meade Financial Services Ltd 30. Macquarie Life Elston Partners (EP Financial Services) 31. Macquarie Life Financial Decisions Pty Ltd 32. Macquarie Life Forsyths Financial Services Ptv Ltd 33. Macquarie Life Grimsey Financial Services Pty Ltd 34. Macquarie Life Link Financial Services Pty Ltd 35. Macquarie Life Merit Wealth Pty Ltd 36. Macquarie Life Northhaven Financial Management Pty Ltd 37. Macquarie Life NOW Financial Group 38. Macquarie Life Osborne Yuille Financial Planning Pty Ltd 39. Macquarie Life Pareto Group Pty Ltd 40. Macquarie Life Prime Financial Group Limited Annual review of Letter Annual review of Letter Annual review of Letter Annual review of Letter Annual review of Letter Annual review of Letter Annual review of Letter Annual review of Letter Annual review of Letter Annual review of Letter Annual review of Letter Annual review of Letter Date Data room ID 23/03/ /03/ /03/ /03/ /03/ /03/ /03/ /03/ /03/ /03/ /03/ /03/ King & Wood Mallesons Sale and Purchase Deed _10

72 Item Parties Contract Description 41. Macquarie Life Solutions Financial Consultants (Solutions Bendigo Pty Ltd) 42. Macquarie Life Advice Exchange Pty Ltd 43. Macquarie Life Practice Wealth Management Pty Ltd 44. Macquarie Life Unison Financial Group Pty Ltd Annual review of Letter Annual review of Letter Annual review of Letter Annual review of Letter Date Data room ID 23/03/ /03/ /03/ /03/ Macquarie Life Visis Private Wealth 46. Macquarie Life Steadfast Life Pty Ltd 47. Macquarie Life Affinia Financial Advisers Ltd 48. Macquarie Life Forsyths Financial Services Ptv Ltd 49. Macquarie Life Northhaven Financial Management Pty Ltd (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) 22/01/ /6/ /07/ /08/ /08/ King & Wood Mallesons Sale and Purchase Deed JO

73 Item Parties Contract Description 50. Macquarie Life Interprac Financial Planninq 51. Macquarie Life Fitzpatricks Dealer Group Pty Ltd 52. Macquarie Life Financial Planning Advice Australia Pty Ltd (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark) Date Data room ID 01/12/ /12/ /04/ /1/ Macquarie Life Total Financial Solutions Australia Ltd 54. Macquarie Life Unison Financial Group Ptv Ltd 55. Macquarie Life Mortgage Choice Financial Planning Pty Ltd 56. Macquarie Life APT Wealth Partners Pty Ltd 57. Macquarie Life Prime Financial Group Limited (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (Including Macquarie Trade Mark licence) 2/1/ /2/ /3/ /05/ /06/ King & Wood Mallesons Sale and Purchase Deed JO

74 Item Parties Contract Description 58. Macquarie Life YX Ball Ptv Ltd 59. Macquarie Life Moore Stephens Consulting (Melb.) Ptv Ltd 60. Macquarie Life The Practice Wealth Management Ptv Ltd 61. Macquarie Life Merit Wealth Ptv Ltd 62. Macquarie Life Shield Financial Services Ptv Ltd 63. Macquarie Life Bombora Advice Ptv Ltd 64. Macquarie Life Omniwealth Services 65. Macquarie Life iselect Life Pty Ltd 66. Macquarie Life iselect Life Pty Ltd 67. Macquarie Life iselect Life Pty Ltd (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) Deed of Amendment to (third Deed of Amendment) Deed of Amendment to (Second Deed of Amendment) Deed of Variation to dated 26 March 2009 (First Deed of Variation) Date Data room ID 03/06/ /06/ /06/ /06/ /07/ /10/ /11/ /6/ /7/ /8/ King & Wood Mallesons Sale and Purchase Deed JO

75 1 Item Parties Contract Description 68. Macquarie Life iselect Life Ptv Ltd 69. Macquarie Life Macquarie Life Consultum Financial Advisers 70. Macquarie Life Pharos Financial Group (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) Date Data room ID 26/03/ /10/ /2/ Macquarie Life Doquile Perrett Meade Financial Services Ltd 72. Macquarie Life Business & Estate Planning Specialists Holdings Pty Ltd 73. Macquarie Life PWW Licensee Pty Ltd 74. Macquarie Life Moneywise Personal Financial Management Pty Ltd 75. Macquarie Life RBS Morgans Limited (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) 1 /3/ /3/ /4/ /4/ /4/ King & Wood Mallesons Sale and Purchase Deed _10

76 Item Parties Contract Description 76. Macquarie Life WHK Financial Planning Pty Ltd, Prescott Securities Limited 77. Macquarie Life GPS IP Pty Ltd 78. Macquarie Life the Advice Exchange Pty Ltd 79. Macquarie Life Yellow Brick Road Group Pty Ltd 80. Macquarie Life Equiti Financial Services Pty Ltd 81. Macquarie Life Financial Decisions Pty Ltd 82. Macquarie Life KNM Services Pty Ltd 83. Macquarie Life Grimsey Financial Services Pty Ltd (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) Date Data room ID 1/4/ /4/ /6/ /7/ /8/ /8/ , /10/ /7/ King & Wood Mallesons Sale and Purchase Deed _10

77 Item Parties Contract Description 84. Macquarie Life Pareto Group Pty Ltd 85. Macquarie Life Osborne Yuille Financial Planning Pty Ptd 86. Macquarie Life Link Financial Services Pty Ltd 87. Macquarie Life Custom Wealth Solutions Dealer Services Pty Ltd 88. Macquarie Life Announcer Financial Planninq Pty Ltd 89. Macquarie Life Announcer Financial Planning Pty Ltd 90. Macquarie Life Announcer Financial Planning Pty Ltd 91. Macquarie Life Bepad Pty Ltd 92. Macquarie Life Insight Investment sen/ices Pty Ltd (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) Deed of Amendment for Letter amending dated 8 March 2010 to include Macquarie Life Active (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) Date Data room ID 1/11/ , /11/ /12/ /10/ /11/ /09/ /03/ /12/ /04/ King & Wood Mallesons Sale and Purchase Deed JO

78 Item Parties Contract Description 93. Macquarie Life Millenniums Financial Services Pty Ltd 94. Macquarie Life Infocus Securities Australia Pty Ltd 95. Macquarie Life MW Planning Pty Ltd 96. Macquarie Life NOW Financial Group 97. Macquarie Life Professional Investment Services Pty Ltd 98. Macquarie Life and Professional Investment Services Pty Ltd 99. Macquarie Life Australian Financial Planning Group NSW Pty Ltd 100. Macquarie Life Lifebroker Pty Ltd & National Financial Solutions Pty Ltd 101. Macquarie Life Lifebroker Pty Ltd & National Financial Solutions Pty Ltd (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) Professional Investment Services Partnership Program (including Macquarie Trade Mark licence) Deed of Amendment iro Date Data room ID 22/9/ /8/ /9/ /11/ /4/ /02/ /05/ /03/ /12/ King & Wood Mallesons Sale and Purchase Deed

79 Item Patties Contract Description 102. Macquarie Life Choice financial Advisors 103. Macquarie Life Solutions Bendiqo Pty Ltd (including Macquarie Trade Mark licence) (including Macquarie Trade Mark licence) Date Data room ID 20/04/ /06/ Macquarie Life Morgan Stanley Smith Barney Australia Pty Ltd 105. Macquarie Life Count Financial Ltd 106. Macquarie Life Australian Financial Services Ltd Macquarie Life Lonsdale Financial Group 108. Macquarie Life ABN Amro Morgans Financial Planning Pty Ltd 109. Macquarie Life Poole & Partners Investment Services Pty Ltd 110. Macquarie Life Hillross Financial Services Pty Ltd 111. Macquarie Life Hillross Financial Services Pty Ltd 112. Macquarie Life Polyol Australia Pty Ltd -Sumo Dealer Group -Sumo Dealer Group -Sumo Dealer Group -Sumo Dealer Group 02/02/ /03/ /07/ /04/ /05/ /06/ /09/ /07/ , King & Wood Mallesons Sale and Purchase Deed _10

80 Item Parties Contract Description 113. Macquarie Life Investor Financial Planning Pty Ltd (WHK financial Planning) 114. Macquarie Life Austplan Pty Ltd 115. Macquarie Life Austplan Pty Ltd 116. Macquarie Life Acorn Financial Group Pty Ltd 117. Macquarie Life Strategy First Financial Planning Pty Ltd (Sumo) Date Data room ID 09/07/ /07/ /12/ /09/ /12/ Macquarie Life Financial Services Partners Pty Ltd Macquarie Life Macquarie Investment Management Class Super Pty Ltd - Sumo Dealer Group - Letter agreement /7/ King & Wood Mallesons Sale and Purchase Deed _10

81 Sale and Purchase Deed Schedule 4 - Warranties Part A - Title Warranties 1 Incorporation, power and authority 1.1 Incorporation The Seller: has been incorporated as a company limited by shares in accordance with the laws in its place of incorporation and is validly existing under those laws; and has power and authority to own the Assets and to carry on the Life Insurance Business as it is now being conducted. 1.2 Power The Seller has the power, without any further consent of any other person, to enter into and perform its obligations under this deed. 1.3 Authority The Seller has taken all action which is necessary to authorise the entry into and performance of its obligations under this deed. 1.4 Binding obligations This deed constitutes legal, valid and binding obligations of the Seller, enforceable against it in accordance with its terms. 1.5 Solvency The Seller is not insolvent. 1.6 No contravention This deed and the performance by the Seller of its obligations under it do not: (c) contravene the Seller's constitution; contravene any Law by which the Seller is bound; or cause a default under any agreement, undertaking or other obligation by which the Seller is bound. 2 Assets 2.1 Ownership of Assets The Seller is the sole legal and beneficial owner of and has good title to the Assets, the IT Systems and the government bonds that form part of the Investment Assets. A Seller Group Member is the sole legal and beneficial owner of and has good title to the IT Systems. King & Wood Mallesons Sale and Purchase Deed JO

82 The Seller is the sole beneficial owner of the government bonds that form part of the Investment Assets and the sole legal owner of those government bonds is a custodian who holds that legal title on behalf of the Seller. 2.2 Control of Assets The Assets are in the possession or under the control of the Seller. 2.3 No Encumbrance As at Completion, there are no Encumbrances over or affecting any of the Assets. King & Wood Mallesons Sale and Purchase Deed JO

83 Part B - General Warranties 3 Financial information The Data Room Materials set out a complete and accurate copy of the Accounts. (c) (d) (e) The Accounts were prepared in accordance with the Accounting Standards and the Actuarial Standards and in the manner described in the notes to them. Note 25 of the Accounts in relation to the Statutory Fund gives a true and fair view of the financial position of the Life Insurance Business as at the Accounts Date and the financial performance of the Life Insurance Business for the year ended on the Accounts Date. Since the Accounts Date the Life Insurance Business has been carried on in the ordinary and usual course. The quarterly management accounts for the Life Insurance Business for the period since the Accounts Date: (i) have been prepared with due care and attention to show a view of: (A) (B) the financial position and state of affairs of the Life Insurance Business as at the relevant month-end date; the financial performance of the Life Insurance Business for the period to which the relevant management accounts relate; which is not materially misstated or misleading; (ii) were prepared on a consistent basis with the prior management accounts for the financial year ended on the Accounts Date. (f) Subject to the adjustments set out in Schedule 6, the Cut Off Net Assets were prepared in accordance with those accounting principles, policies, practices, categorisations, definitions, methods and techniques (including in respect of the exercise of management judgment) adopted by the Seller in the determination of the Accounts insofar as they relate to the Statutory Fund. 4 Actuarial The Policy Liabilities as set out in the Accounts have been calculated on the basis set out in the Accounts and are in accordance with the Life Act and the Accounting Standards. 5 Disclosures 5.1 Good faith preparation The Data Room Materials were prepared in good faith for the purpose of informing prospective buyers about the Assets and the Assumed Liabilities. King & Wood Mallesons Sale and Purchase Deed

84 5.2 Disclosure Material The Seller has not included any information in the Disclosure Material that is misleading in any material respect and no information has been omitted from the Disclosure Material that would render the Disclosure Material misleading in any material respect. 6 Life Policies and Compliance 6.1 Issuer of Life Policies The Seller is the issuer of the Life Policies. 6.2 No outstanding obligations or disputes To the knowledge of the Seller: no Life Policy is the subject of any Claim at the date of this deed (except for disputed policy claims in the usual course of managing the Life Policies and as disclosed in the Disclosure Material); and no regulatory sanction or significant number of customer complaints has been received by the Seller in relation to funeral insurance products. 6.3 Compliance with Laws So far as the Seller is aware: (c) the Life Policies comply in all material respects with all Laws; the Seller has otherwise complied with all applicable Laws (including the Life Act, the Private Health Insurance (Prudential Supervision) Act 2015 (Cwlth), the Insurance Contracts Act 1984 (Cwlth) and the Corporations Act) in relation to the conduct of the Life Insurance Business; and as at the date of this deed, there is no outstanding investigation, enquiry, proceeding, notice, decree or judgment of any Government Authority, court, tribunal or arbitrator which has had or may have a material adverse effect upon the Life Policies. 6.4 Consistency with standard terms The Life Policies are issued on terms that are materially consistent with the standard terms provided in the Data Room Materials. 6.5 Policy origination and maintenance All of the Sumo Product Life Policies, together with all supporting documentation, have been referred by the Seller to Swiss RE Life & Health Australia Limited (Swiss Re) for underwriting review and issued by the Seller on policy terms and conditions consistent with the underwriting offer made by Swiss Re pursuant to the Swiss Re Reinsurance (effective date 16 July 2008) (Swiss Re ) and on any other terms and conditions directed by Swiss Re. All of the Sumo Product Life Policies have been notified to Swiss Re in accordance with Swiss Re s requirements. 7 Contracts To the extent that copies of the Contracts have been provided in the Data Room Materials, those copies are complete and accurate in all King & Wood Mallesons Sale and Purchase Deed _10

85 material respects and there are no material undisclosed variations to those Contracts except those made in accordance with clause 6. (c) (d) (e) The Contracts have not been rescinded or terminated except to the extent permitted in clause 6. To the knowledge of the Seller, as at the date of this deed the Seller has not received any written notice from a counterparty alleging any material breach of or default under any Contract; Each of the Contracts is valid and binding on the Seller in accordance with its terms, subject to any principles of equity or Law relating to insolvency. The transactions contemplated in this deed will not result in any person having a right to terminate or amend a which has not been disclosed in the Data Room Materials. 8 Litigation 8.1 No proceedings As at the date of this deed, the Seller is not involved in any material legal, administrative or governmental proceedings relating to the Life Insurance Business and, so far as the Seller is aware, none is threatened. 8.2 No claims or disputes As at the date of this deed, there are no material claims or disputes relating to the Life Insurance Business or the Assets or their use and, so far as the Seller is aware, there are no facts or circumstances which may give rise to such a dispute or claim or to legal, administrative or government proceedings. 9 Employees 9.1 Information The Data Room Materials set out accurate details regarding the Employees, their remuneration, untaken accrued and pro rata annual and long service leave, notice period. Prior Service, workplace location and job title (or function), as at the date specified. 9.2 Other benefits As at the date of this deed, there are no contracts, arrangements or understandings in place for the Employees that provide for terms or conditions of employment more generous to the Employees than those disclosed in the Data Room Materials. 9.3 Disputes To the knowledge of the Seller, as at the date of this deed, there is no existing, threatened or pending industrial dispute involving a Claim by any Seller Group Member or Employee in relation to an Employee s employment with the Seller Group and there are no matters known to the Seller which are reasonably likely to result in such a dispute or claim. No Employee has been the subject of any material formal disciplinary action in the 12 months prior to the date of this deed. King & Wood Mallesons Sale and Purchase Deed J0

86 9.4 Industrial awards As at the date of this deed, no Seller Group Member has received any written notice that it is in breach of any industrial award or determination applicable to any Employee, as at the date of this deed. 9.5 Superannuation The Seller Group has provided at least the minimum level of superannuation support prescribed by the Superannuation Guarantee (Administration) Act 1992 (Cth) for each of the Employees. 9.6 Visa and qualifications To the knowledge of the Seller, each Employee holds all current work visas, licences, qualifications or forms of approval required under legislation to perform his or her ordinary duties. 10 IT Systems The IT Systems are owned and operated by, and under the control of, a Seller Group Member. (c) No Seller Group Member has licensed, or entered into any agreement or arrangement otherwise permitting the use or exploitation of, any IT Systems to or by any third party or any other Seller Group Member. To the knowledge of the Seller, no Seller Group Member has received any notice that: (i) (ii) any Seller Group Member is infringing the intellectual property rights of any third party by using the IT Systems; or any third party is infringing any of the IT Systems. 11 Records The Records delivered to the Buyer at Completion constitute all of the records required to evidence title to the Assets. 12 Intellectual Property 12.1 Title No Seller Group Member has licensed, or entered into any agreement or arrangement otherwise permitting the use or exploitation of, any Trademark to or by any third party other than in the ordinary course of business Infringement To the knowledge of the Seller, no Seller Group Member has received any notice that: any Seller Group Member is infringing the intellectual property rights of any third party by using the Trademarks; or any third party is infringing any of the Trademarks. King & Wood Mallesons Sale and Purchase Deed JO 74

87 Sale and Purchase Deed Schedule 5 - Employees King & Wood Mallesons Sale and Purchase Deed JO

88 King & Wood Mallesons Sale and Purchase Deed JO 76

89

90 Sale and Purchase Deed Schedule 6 - Adjustment statement Cut-Off Net Assets1 Completion Net Assets Assets Cash and cash equivalents Financial assets 60.4 Reinsurance Receivables 12.7 Premiums Receivable 2.3 Other assets 1.1 Total assets Liabilities Reinsurance expenses payable 43.1 Claims payable 1.4 Commissions payable 0.7 Tax related payables 0.0 Other payables 3.9 Net policyholder liabilities 5.0 Total liabilities 54.1 Net Assets Adjustments made for the preparation of the Completion Net Assets For the purposes of clause 3.3 the following adjustments will be made to determine the Completion Net Assets. They are consistent with those made to determine the Cut-Off Net Assets unless otherwise specified in this schedule. A. Asset Adjustments 1 The Cut-Off Net Assets reflects the pro-forma balance sheet as at 31 December 2015 King & Wood Maltesons Sale and Purchase Deed JO

91 1. Cash and cash equivalents. The Cash and Cash equivalents will exclude cash in excess of the Enterprise Capital Reserve amount. Any cash in excess of the Enterprise Capital Reserve amount will be transferred from the Statutory Fund prior to Completion and accordingly be excluded from the Completion Net Assets. The amount to be withdrawn will vary based on the date of Completion. 2. Other Assets. This balance will reflect the deferred tax impact arising from the timing of the tax deduction in respect of annual leave, long service leave and variable employment costs. The balance to be included in the Completion Net Assets will be calculated as 30% of the leave and variable employment costs provisions described in B2 Other Payables" below. B. Liability Adjustments 1. Tax related payables. Excluded Liabilities will not transfer to the Buyer and will accordingly not be Included as part of the Completion Net Assets. 2. Other payables. This item will include provisions for any obligation owed or accrued at Completion to Transferring Employees in respect of annual leave, long service leave and variable employment costs (i.e. discretionary profit share). Annual leave and long service leave will be calculated in accordance with the Macquarie leave accrual accounting policy set out in section Macquarie Annual Leave and Long Service Leave Accrual Accounting Policy of the Data Room. Variable employment costs will be calculated as an amount equal to a pro rata share of the ordinary course profit share incurred in respect of the Transferring Employees in the previous financial year (excluding any additional profit share attributable to performance or retention arrangements related to the transaction which is effected through this Sale and Purchase Deed or other oneoff items) plus a 3% uplift for inflation. C. Actuarial Best Estimate Assumptions All actuarial assumptions will be consistent with the best estimate assumptions applying at 31 March 2015 and documented in Section MLL Best Estimate Assumptions 2015 with the exception of the following: 1. Disability income claims assumptions - the incidence and termination rate assumptions will be those adopted at 30 September 2015 and 31 December These assumptions are documented in the report Section FutureWise Disability Income Repricing Acquisition expenses will be determined as 58% of the total management expenses (excluding commission expense) incurred by the Life Insurance Business over the accounting period to the Completion Date. 3. The discount rates to be applied in determining the Policy Liabilities at Completion will be the yield curve used for the valuation as at 31 December 2015 and set out in the Data Room document number Yield Curve. D. Prudential Capital Amount (PCA) The methodology and assumptions adopted to determine the PCA will be as documented in the report PCA Insurance , with the following exceptions: 1. In respect of disability income benefits risk margins will be applied to the best estimate assumptions adopted to determine the Policy Liabilities at Completion. 2. The government bond yield curve to be applied at Completion will be that adopted to determine the Cut-Off Net Assets at 31 December 2015 and documented in Data Room document number Yield Curve. King & Wood Maltesons Sale and Purchase Deed 79

92 E. Enterprise Capital Reserve The methodology and assumptions adopted to determine the Enterprise Capital Reserve will be as documented in the report MLL BRC Agenda and Papers page 99, Enterprise Capital Reserving, with the following exceptions: 3. In respect of disability income benefits risk margins will be applied to the best estimate assumptions adopted to determine the Policy Liabilities at Completion. 4. The government bond yield curve to be applied at Completion will be that adopted to determine the Cut-Off Net Assets at 31 December 2015 and documented in Data Room document number Yield Curve. King & Wood Mallesons Sale and Purchase Deed _10

93 Sale and Purchase Deed Schedule 7 - Trade Marks Registered FutureWise LifeConnect Unregistered Active Sumo HealthConnect TeleConnect WebConnect ClaimsConnect Evolve Wellness King & Wood Mallesons Sale and Purchase Deed

94 Sale and Purchase Deed Signing page DATED: f C /(* SIGNED, SEALED AND DELIVERED by ^-*-1 ^'r>r' / rtk4s~ as attorneys for MACQUARIE LIFE LIMITED under power of attorney dated *tzi/l*=l in the presence of: z.i'-e-, Name of witness (block letters) ^ C<~ By executing this document each attorney states that the attorney has received no notice of revocation of the power of attorney SIGNED, SEALED AND ) DELIVERED ) by and ) as ) attorneys for ZURICH AUSTRALIA ) LIMITED under power of attorney ) dated in the presence ) of: ) ) ) Signature of witness ) ) By executing this document each attorney states that the attorney has received no notice of revocation of the power of attorney Name of witness (block letters) King & Wood Mallesons Sale and Purchase Deed _10

95 Sale and Purchase Deed Signing page DATED: SIGNED, SEALED AND DELIVERED ) ) by and ) ) as attorneys ) for MACQUARIE LIFE LIMITED under ) power of attorney dated ) in the presence of: ) ) ) ) Signature of witness ) )... ) Name of witness (block letters) By executing this document each attorney states that the attorney has received no notice of revocation of the power of attorney SIGNED, SEALED AND DELIVERED ) rj vav t ll - and as attorneys for ZURICH AUSTRALIA LIMITED under power of attorney dated $-/ 3 j 2-C/fin the presence of: QSfe^a...,... Signature of witness AMaN-imm... Name of witness (block letters) ) By executing this document each ) attorney states that the attorney has ) received no notice of revocation of the power of attorney King & Wood Mallesons Sale and Purchase Deed CM JO

96 Sale and Purchase Deed Annexure A - Index of Data Room Materials 01 Sates Documents 0101 Management Presentyfc* Project Atom - Information Preeeniatjonjxtf Project Atom - infbmiatkm Presentation - Adetejxturrvpdf Due dir gene* presentiltetis Project Atom - Preliminaiy IT session.pdf Transaction documents Transitional Services DGt Sate and Piirchose Deed.docx SPD Schedule 6 - Accounting Poiides bocx Memo regarding proposed ciiange to contracts listed in Schedule 3oftheSPD pdf S Transitional Services - Schedule l.docx «clwure Latter Atom SPD Drsctosure lelter.pdf 02 Busine» Overview Industry research and reports IFA Risk Distributten Monitor Q pdf IFA Risk Monitor Q pdf IFA Risk Monitor < pdf IFA Risk Monitor Q ptfl 0202 Bminfss plan MLL Bimneas Plan e.pdf Business Plan and AV Mew Business Profile.xtsx Product flyent and marketing rrtiefiah acfiw-at-a-gtence.pdf adive-pds-standard.pdf fulurowiseat-ii-glance pdf toturewise-pds-stoidard.pdf sumo-benefits-ltyer.pdf rrecquarie-surno-pds.pdf rrfflcquarie-lifo^xthwtedhktivtties-of-<teily-kvir^.p<lf macquarie-life-advwer-guide.pdf Closed Products Drect Sorrower Ufe BLC March 06.pdf Borrower Lite DL NEW pdf Credrt Cad Jetetar Card Repayment lns)jt»nce FSG and PDS.pctf Card Repayment freurancefsg and POS.pdf DkectLkw National Seniors Accident (Up) PDS Apt! 2011.pdf National Seniws Acodent PDS 2S Sept 09.pdf National Sentere Accident Pofcy Doc 25 Sept 09.pdf National Seniors Ufe PDS 1 July 20G6.pdf National Sentere Life Policy Doc 1 Juty2Q08.pdf NSA (ftp) Poky Doc Apr 2011.pdf NSF Plar PDS June 2010.pdf NSF Plan PDS March 2012 pdf NSF Plan Policy Doc June 2010.pdf NSF Plan Policy March 2012-pdf Seniors NSW Funarel Cover PDS M<* 2010 pdf Seniors NSW Funeral Cow Policy May2010.pdf Essential Cover Essential Cover - 2 June 2014.pdf Macq Term Life Maoquorie Terra Ufe PDS Jan 2010.pdf Mortgage Guard MortgogeGuord PDS AugOS.pdf Wrap Policy Terms Macguarie Group Life Contract.PDF Macquarie Group Income Protection.PDF Avenue MLL Policy - Van of Grp Life Ins Pol.pdf Avenue MLL PoBcy - Vari of Grp Inc Pnotection.pdf NG MLL Group Inc Pro Policy June 06 pdf ING MLL Group Life Policy June 06.ptff 02, Macquerie Superanruebon 1 June 1995.PDF Macquarie Superannuation Inc Pro Po.pdf Macquarie Superannuation Ufe Poficy.pdf King & Wood Mallesons Sale and Purchase Deed J0

97 O j0 Macquaie Superannuation 23 Feb 2000.pdf H Macquafle Superannuation 30 Apr 1997.PDF Macquane Stperannuation oertiricate_renewal.pdf Macquerie Supefannuabon commencing 30 June 1992.PDF SupwProtector In9Nov07,pdf is Super Protector effective 9Nov07.pdf IS Super Protector inc profn 24 Oct 2005.pdf Super Protector life pokey 24 Oct 2005.pdf Super Protector Life Ins Pol 9Nov07.pdf Super Protector loo Prot 9Nov07.pdf Super Protector Life Ins 9Nov07.pdf OZ J1 Super Protector Inc Prot Pol 9Nov07 pdf Wrap PDS Super Accumulator Part A15 December OO.pdf Super Super AccumulatOf 1 Juty 2007.pdf SuptrOpborw PDS 1 July2005.pdf SrawiOpdorB PDS 1 July2007.pdf SupetOpBons PDS 11 Marcti 04.pdf SrareiOpticrw PDS 15 Dec 2008.pdf ING Portfolio One Super Protector ING Porfolio One Super Protector Jwe Oe.pdf ING Portfolio One Super Protector Ji4y 07 pdf GrtM) Life Insurance Pokey AFA 0Cf7 issued to ING Custodians 1 June 200S.pdf Vanobcn of Group Life Insurance Policy AFA 007_MLL & OnePatti Custodions_9 JUI2014.POF Groifo Income protection policy AFA 008 issued to ING Custodians effective 1 June 2006-pdf Variation of Group Income Protection Pokey AFA Q08_MLL ft QnePaih Custadians_9 Jui 2014.P1DF Insurwrce Cover St^ierannuaHon Insurance Cover Superannuation AUG 03 pdr K'vcq Superannuation Macquarie Superannuation 1 May 1999.PDF Macquarie Superannuation 2001 POS.pdf Macquarie Super Summery of Changes.pdf SiqMr Cfotrons Instaance Super Options Insurance 25 Mach 2003.PDF Macq Super Protector StftKf Protector PDS April 2010-pdf Sups'Protector PDS May 09.pdf Super Protector PDS Nov 07 pdf S^ier Protector PDS Oct06.pdf SupetProtector PDS May OS.pdf Portfolio One PortfokoOne _Group Ufe Insurance Pclicy000f.pdf PortfokoOne Insurance Guide 14 Nov 20114XH PortfokoOnejnsrxance_15 Nov2010.pdf Superseded PDS of Active Products FutureWise FutureWise PDS 1 i Dec 09 pdf FutureWise PDS 13 March 07.pdf FutureWise PDS 18 April 2008,pdf FutureWise PDS 24 October 2008-pdf FutureWise PDS Apr! 2010.pdf FutureWise PDS May 09.pdf FutureWise PDS Nov06-Pdf FutureWise PDS October 09.pdf FutureWise SPDS (ind PDS) Oct 09.pdf Active Active PoScyTerms June 2010 pdf Macquarie Life Active PDS (client friendly) May 2011.pdf Macquarie Life Active PDS (dient-friendty) June 2010.pdf Macquane Life Active PDS June 2010-pdf OS Macquarie life Active PDS May 2011.pdf Macquarie Ufe Active Policy Terms May 2011.pdf Macquarie Ufe Active Reference Document May 2011.pdf Sisno Srano 1 August OS.pdf Sumo PDS Final Version 0309.pdf sumo-benest3-1lyer.pdf Other Business Information Polictes kiforce Data Klsx Crerf* Card Insurance In Force 31 November 2015 xls* King & Wood Mallesons Sale and Purchase Deed JO

98 0ZM Top 20 Dealer Groups (by inforre premiums).pdf Undenwiting Procedure* and Manuals Amended terms procedures.pdf Australia Work Process.pdf Cape Town Work Process May 2015.pdf Changing f xdusior Wording or PoScy Terms (redacted) pdf Checking pdf Expiry Guidelines for Medical Requirements - November 2014 pdf Genetic Testing and Family Medical Flistory.pdf HeatthConnecl Manual 2015.pdf Howto do an Assessment 22 December2015.pdf Per Mille Loadings pdf Pre-assessment Process Maiy 2015.pdf Sumo prlf Tete-Dnderwrtting Process 4 January 2016.pdf UHG Process.pdf IS UW Philosophy.pdt Clatma Procedures and Manuals Claims assessment - Inidats pdf Claiim assessment - Ongoing pdf Qaims assessment - Prepay and Close.pdf Claims assessment principles pdf Claims cnrreiterts process guideline pdf Claims Reserving guideline pdf Claims risk philosophy.pdf S aaimsconnedpdf OS MDA process guidelines Oct 2015 pdf New Assessment Process - System Changes.pdf New Nodficaition Process - System Changes.pdf New Payment Process - System Changes pdf NorvDisclosura - Assessment Process.pdf Non-Disclosure - Remedies and Pnocedures.pdf Notrfcofion Process.pdf Qualty Assurance.pdf Product Actutslai Advice Active LPS310 Actiw pdf LPS310 Active KPMG Actuarial Advice pdf LPS320 Mac Life Active pdf * LPS320 Mac Ufe Active pdf LPS320 Mac Ufe Active pdf Future Wise LPS320 FubaeWise pdf LPS320 FUtueWise Pdf LPS320 FutneWise pdf Stano IPS310 Report SUMO KPMG Actuarial Advice pdf LPS310 Report Sumo Supplemental pdf LPS310 Sumo KPMG Actuarial Advice Update pdf LPS320 Sumo pdf Direct Mortgage Life S116 (Borrower Ufe) KPMG Actuarirt Advice pdf LPS310ReportMortgageGuard pdf LPS310 Report iseted pcM Memorandum iselect (Essential Cover) OTOSOS.pdl LPS310 Report Term Ufe pt* OS Direct Line LPS 310 Report pdf LPS320CRI KPMG Actuarial Advice pdf Memorandum MLL Death Premium Rates pdf Product Premium Rates QfficeRatesActive_ Jnfbrcejdsm OITfoeRatesActive_ S_NB item OfficeRatesfW_171a2015JrrforceJdsm OI1iceRat(rsFW_171C2015_NB.xl5m OfficeRetesSP^I xlsx 03 Frnandil Performance Hiatorxcal aurfited financial accounts MLL Rnancfal Accounts 31 Mar 2013.pdf King & Wood Mallesons Sale and Purchase Deed _10

99 03.0im.Q1 MU Financial Accounts 31 Mar2014.pdf MLL Financial Accounts 31 Mar 2015.pdf 0302 Forecast profit and loss MLL StatFund 4 ProForma Forecast PLxtex Pro-forma balance sheet Q303XH MLL StatFund 4 ProForma SS 30-Sep-1 B.xIbx Quarterly Historic SF4 Statutory Accounts Quarterly Stat Accounts SF4 Jun12 lo Sep16.)dsx Monthly Historic SF4 Accounts Monthly Historic SF4 Accounte.xJox Financial conditions report M.01.Q1 MLL FCR 2013.pdf MLL FCR 2014.pdf MU FCR 2015.pdf PCA Insurance pdf MLL Best Estimate Assumptions 2015.pdf PwC VDD Report Project Atom - Final Draft PwC Opex report - 21 Dec-15, pdf 0X07.02 Project Atom - Pro forma Opex December 2015 trading update -13 Feb 16 pdf Pro-forma UabiSty Adjustments Memo - Change to pro-fonra adjustment for AL and LSCpdf 0X06.02 Memo - Change to pro forms profit share accrual.pdf Stamp Oily MLL Stamp Duty Documentetion.pdf Oct2015xtex Nov 2016-Xfsx Dec2015.xlsx Valurfkxi Data & Assumptions Files MUS/aiuatton Extraci.xlsx OX fo. 02 MLL_Death_T/-aana_As3umptionsjds OX MLLJ3i_Assimptjons.xls MLL_LF_Assumpt>oos.?ds Embedded value 0X11.01 Appraisal Value Report 30 September2015.pdf Embedded Value Pro-Forma Adjustment Fite Note.pdf Embedded Value Pro-Forma Adjustments.xlsx OX Embedded Value Model xlsx KPMG MU Appraisal Value Revicvv pdf Sales Reports Sates Report_Dec2015.?d5X 0X12.02 Sates Report_March2015.xl5X December 2015 Experience Reports MU Claims Report Decerober2015.pdf 2015 Lapse Rates Year to Jdsx A Lapse Rates 3 Yeas to xls* Macquarie Annuel Leave and Long Service Leave Accrual Accounting Policy Annual Leave and Long Service Leave accrual accounting pofcy.pdf International Life Solutions Accounts (South Africa) A International Ufe Solutions (Pty) Ltd 2014 AFS Final srgned pdf Interretional Ufe Solutions (Pty) Ltd 2015 AFS Fmal.pdf 0?./^ Ywld Curve Yield CurveJdsx PwC Audit Ran* MU FYt6 Audit Plan.pdf MU FY15 Audit Plan pdf MLL FY14 Audit Plan pdf PwC Report to the Board Audit Committee FY14 MLL Board Audit Report,pdf Q2 FY15 MU Board Audit Report.pdf Assets and liabilities Split by State - 31 December Corporate Assets and liabilities split by state 31 December IS xjsx OX Assets and liamities split by state 31 December I5.pdf Orgatfsation chart Atom Organisation Charts Dec 2015.pdf Atom FIE Meroo.pdf MARKED UP Atom FIE Meroo.pdf King & Wood Mallesons Sale and Purchase Deed JO

100 04.02 Board papers Board Papers Z MLL Agenda and Papers pdf MLL Agenda and Papers pdf MLL Agenda aid Papers pdf M_L Agenda and Papers pdf MX Agendo and Papers pdf M-L Agenda and Papers Lpdf W.(22(31.i7f.d7 MLL Agenda and Papers pdf MLL Agenda and Papers pdf MLL Agenda and Papers - 14O402,pd! MLL Agenda and Papers pdf M_L Agenda and Papers pdl MX Agenda and Papers pdf MLL Agenda and Papers pdf MU. Agenda aid Papers Ito pdf MLL Agenda and Papers pdt M.L Agenda and Papers pdt MLL Agenda and Papers pd( MLL Agenda and Papers pdf MLL Agenda and Papers pdf MLL Agenda and Papers - 1S0627.pdf MX Agenda and Papers _pd WJ. Agenda and Papers pdf MLL Agenda and Papers pdf MLL Agenda and Papers pdf MLL Agenda and Papers pdf MLL Agenda and Papers Q6.pdf MLL Agenda and Papers _ pdf MLL Agenda and Papers - 16Q223.pdf RAS and ICAAP Wortefiop MLL RAS and ICAAP Watahop.pdf Bo«d Risk Committee Papers ACL BRC Agenda and Papers pdf ICLBRC Agenda aid Papers- 1S0220.pdf MLL BRC Agenda and Pipers. 150S27.pdf MLL BRC Agenda aid Pipers pdf ML BRC Agenda and Papers - 1S0921.pdf ML BRC Minutes pdf MLL BRC Agenda and Papers pdf SuppiemeMary Tabled Papers Mnsch Re Reinsurance Terms Changes.pdf FutureWise Disabiity Income Repricing 2015 pdf Board Audit Committee Papers MLL Audit Comm pdf MLL Amft Comm pdf MLLAudrtComm pdf MLL Audit Comm pdf ML Audil Comm pdf BAC Private Meettrgs pdf ML Awft Comm - 1S0220.pdf ML Audit Comm pdf MLAuditComm pdf ML Audit Comm l.pdf ML Audit Comm kk ( MLL Aut*t Comm pdf Investment process MLL investment Policy Feb 2015.pdf Material contracts and agreements IFA distribution contracts for top 10 dealer groups (by payments) MLL & MBL S National Steriing Fmancial_24 0ec2012.PDF King & Wood Mallesons Sale and Purchase Deed _10

101 M2 Firet Variation to National Sterling DistribuBon - August 2013 POF Second Variation to National Storting * April 2014.PDF Variation to National Sterling - February 201.pdf and Preferred Risk Parbvr Program Ayeement between MLL, Aon Hewitt Financial Advice Limited doted 21 Mav 2013 odf Amendment of between MBL & MLL & Aon Hewitt FinandaM2 Mor 2015.PDF MLL and insight investment Services P/L dated 1 April 2012.pdf between MLL, Macquarie Bar* Mortgage Choice -1 March 2013.PDF MLL & 1 Select Life Pty Uddated March 2009.pdf MLL, Limited & Total Financial Soiutions_2 dan 2013.PDF First Deed of Variation to agreement MIX & isetect life dated 16 Aug 2011.PDF Second Deed of Amendment_MLL & i Set eel Ufe_2 Jul PDF Third Deed of Variat»on_MLL & (Select Life Pty Ltd, 19 Jun 2013.PDF U Prolessional Investment Services Partnership Program with Professional Investment Services Pty Ltd dated 23/02/2008.pdf AgreemertMLL & MBL & Professional Investment Services Pty Ltd_1 Apr_201l.PDF Agreemeni^MLL & MBL & Equrh Ftoonctol Services_28 Aug 2012.PDF IT JMLL & MBL & AIRnia Financial Advisers Lid_24 Jut 20IXPDF ^MLL & M8L & Neo Financial Solutions_1 Apr 2013.PDF IS Drstribuiion MLL 52 MLL & M3L A Australian Financial Planning Group Pty Ltd 9 May 2011.PDF Third Party Arrangements FY 15.pdl IT Licences Axel era tor Licence & Support (FSG) - Axe Group Limited - SIGNED 2?_6_05_577S3_1 (l$d_legty) [2). PDF Fineos Corporation - Program license and Technrcfll Suppat - S...pdf QAC LLC License Agieemesnt for the use of Ma net.pdf Reed Groix»Ltd - GukteTmes License - Data Integration - SIGNE...pdf Sdvexia Pty Lid - Software License - SIGNED 17 February 2012,...pdf Reinsurance contracts Munich Re Restated Munich Reinsurance Treaty (Addendum 10} - November 201XPOF Addendum No 11 Death Total Permanent DwaMemerrt Income Quota Share & Surplus CoinsuranceTreoty_MLL.PDF Addendum 12 to Reinsurance Treaty MLL S> Munich Reinsurance (Futurewise & Incidental} PDF Addendan 13 to Reinsurance Treaty MLL & Munich Reinsurance (Futurewise & Incidental) 2015,11 J24.PDF Munich Re Final Terms to MLL pdf Swta Rtf Sumo ReinsttfanceTreaty with Swiss RE LIB 060- July 2006 pdf Adctendum 1 Reinsurance Treaty UB080 Sumo MLL & Swiss RE ,23,PDF Addendim 1 to todrvidiwi Reinsurance Treaty UB1 10 MLL & Swiss RE Life_2 Dec 2013.PDF Addendum 2 RwsuranceTreaty LIB 060 Sumo MLL & Swiss RE PDF Addendum 2 to todwidu^ ReinsuraiWto Treaty LIB 1 10_MLL & Swiss RE Life,2 Dec PDF Adcfendum 3 to Reinsurance Treaty U01 10 WU ft Swiss RE Life PDF Addendum 4 todrwdual Reinsurance Treaty LIB 1 10 MLL ft Swiss RE Future Wise PDF Addendum No 5 to indiwduai Reinsurance Treaty UB110 MLL ft Swiss RE Life ,PDF Swiss RE Life ft Health Treaty UB1 10- November 2011.pdf Swiss Re Payment 01/Q9/20QB.pdf RGA RGA Automatic Ufe Rfitosuraoce Treaty AU-M AC-A_B-)-10 cominefidng 11 June 2G10.pdf Amendment 1 to RGA Retosurance Treaty AU-MAC-A-B-t-1011/ PDF Addendum 2 RGA Reinsurance Treaty AU-MAC-A-B /08/2011.PDF Addendum3 to RGA Reinsurance AU-MAC-A-B-l-10 dated 03J PDF Addendum 4 to the RGA Automatic Reins nance treaty AU-MAC^A-B-l-tO 09/02/2009.pdf RGA Reinsurance Privacy Deed 10 Apr 2014.PDF Addendum 1 to RGA Ronsuranee Treaty AU-MAC-A-B PDF Addendum 1 to RGA Rerimranc* Treaty AU-MAC-A-LST-04 dated 01_04_2011.PDf' Addendwn 1 to RGA Remsirarce Treaty AU-MAC-/VB4-01 dated 09_02_2006.PDF Addendum 2 to RGA Reinsurance Treaty AU-IUAC-A B-<-01 dated 01_04_2011.PDF 04.04, Addendum No 3 to RGA Rainsirarce Treaty AU-MAC-A-B Dec PDF RGA Reinsurance Treaty ALLMAC-A BX09 dated 0^02^009.PDF RGA Reinsurance Automatic Life Reinsurance Treaty AU-MACT-B-l-06 commencing O1_0g_2OO6.PE?F RGA Reinsurance Automatic Life Reinsurance Treaty AU-MAC-A-LS-l-04 dated 07_12_2004.PDF IS RGA Autcanatic Reinstrance Treaty AU-MAC-A-B-l-01 dated 11,09_2001.PDF Hwmover Re Reinsurance Agr MLL ft Hannover 27 Jun G8.pdf Hannover Life RE Treaty - Insuraoceline - June 2008 pdf Hannover Life RE Facultative - June 2007.pdf Any other supplier contracts Ufebroker - Macquarie Ufe Ltd - Customer First Agt ( ).pdf Medcal Services Service between MLL and Executive Medicine dated IB/09/201ApcH Services MLL Unified Healthcare Group Pty Ltd 18 Oct 2010.pdf Variation to Services between MLL and Unified Health Care Group Pty Ltd dated 02/06/2014.pdf South African Services Minor Services under Outsourcing Master Services Agrjntsnrationai Ufe Insurance Sdution.PDF King & Wood Mallesons Sale and Purchase Deed JO

102 s with Superannuation Funds Insurance Services Deed between MLL and Macquarie Investment Management Limited dated 1/7/2G13.pdf Deed of Indemnity MLL tn favour of Macquarie Investment Management Limited dated 17 May 20l0.pdf Amendment to Deed of Indemnity by MLL in favour of Macquarie Investment Management Limited 13 May 2G14.PDF MLL and Ml ML Underwriting Dispute Process_Feto 14.PDF MIML MLL Insurance Claims Process Documents Approved by MIML Board 13 De...PDF Insurance ServicesDeed_W_L & OnePath Custodians Pty Lbl_6 Feb 201S.PDF Other distribution agreements 0404, C^ss Super Pty Lid 9 Airang Class Super, MIML & MLL 21 Jul 07 PDF Distributor MLL 20 Financial Services Partners 2008,PDF MLL 23 Lonsdale Financial Group 2009.PDF L03.Q2 MLL 24 ABN Amro Morgans 2 Apr 09.PDF MLL 26 Poole Partners Investment 20 May 2009 P0F MU 28 Hillross (Sumo) 19 Jun 09.POF MLL 31 HHIross (Distributor) 19 Jun 09.POF MLL 33 Polyol Aust Pty Ltd I Jul Q9.PDF ? MLL 34 Investor Financial Planning (WHK) 9 Jut 09.PDF MLL 35 Austpten Pty Lid 17 Jul 09.PDF MLL 45 Austpfan Pty Ltd & MLL 23 Dec 2009.POF MLL 37 Strategy First Rnondal & MLL 7 Dec 09 PDF MLL 36 Acorn Financial Group MLL 29 Sep 09.PDF Q1 MIL 41 Morgan Stanley Smith Barney $ MLL 2 Feb 10.PDF MLL 42 Count Financial Ltd & MLL 18 Mar2Q1Q.PDF MU. 47 Australian Financial Services Lid 1 Jul 2010,PDF a Deed o# Amendment MLL 4 Ufebrnker Pty Ltd ft National financial Solutions Ply Ltd 31 Mar 2011 PDF MLL 50 MIL ft Ufebroker Pty Ltd ft National Fnandal Solutions Pty Ltd 1 Dec.PDF MLL ft MBL ft Choice Francial Advisors Pty ltd 20 Apr 2011.PDF _MJ_ ft MBL A MW Piann*ig_7 Sep 2011.PDF Acpeement MU. 54 MLL ft MBL ft Solutions Bendigo Pty Ltd? Jun PDF Agreemerrt_MBL A MLL ft IrSteoniumS Financial Services_22 Sep 2G11.POF ? Agreemerrf_MLL ft MBL ft Wocus Securities Australia 31 Aug 2011.PDF S _MLL ft MBL ft NOW Financial Group_14 Nov 2011 pdf Deed of AmenctinenL.MLL ft Announcer Ftiancial PlanningL? Nov SOIS.PCF Arjeement MLL43 Announcer Financial Ptenrirjg ft MLL 8 Mar 10POF Ageement MIX Announcer Rstributi'on Ag - 27 Sep life Active - inclusion -pdf.pdf Ayeement_Grimwsy Financial Pty Ltd ft MLL ftmblj Jul 2012 PDF A^eerrertKNM Services Pty Ltd A MLL &MB<L_17 Oct2012.PDF Ayeemenl_MLL A MBL A GPS IP Pty Ltd_1 Apr 2012.PDF Ayeemen<_MLL ft MBL ft Urtc FmandflM Dec PDF ^reemenl_mll ft MBL ft Moneywise Personal Finandai Mgmt Fty Ltd_4 Apr 2012.PDF Agreemeni_fvfiJ_ A MBL ft Osborne Yu»e_29 Nov 291ZPDF _MLL ft MBL 4 PWW Licensee Pty Ltd_4 Apr 2Q12.PDF JMLL ft MBL ft RflS Morgans Ltd_1 Apr 2012.PDF Ageement_MLL ft MBL ft The Advice Exchange^ Jun 2012.PDF AgreemefrtMLL ft MBL ft WHK FrwocioJ Planing, Prescott Securities Lid_1 Apr 2012 PDF AgreemefitJVBX ft MBL ft Yellow Brick Road Group (YBR)_4 Jul 2012.PDF AyeemeirtMJ. ft MBL_Financral Decisions _1 Aug 201Z PDF Detribubon Ayeement_MLL MBL ft Pareto Grm^.l Nov 2012.PDF DPM - Mar 2012-pdf MLL MBL and Doquite Perrett Meade DistribUion -1 Mar 2012.PDF MU_,MBL and Business ft Estate Planning Specialists Holdings Pty Ltd 15_03_201.PDF MLLMBL and Custom Wealth Solutions Dealer Services P_L 01_lri^2012.PDF SfcfiX, M8L and Bepod Pty Ltd 1_12_201ZPDF _M8L ft MLL ft Shield Financial Services, 17 Jul 2013.PDF A^eement^MLL ft MBL ft APT W«ralth27 May 2013-PDF AgreememjftLL ft MBL ft Consultum Financial Advisere_2 Oct 2013.PDF Agreefnen1_MLL ft MBL ft Merit W&alth_28 Jim 2013.PDF AgreemerTt_MLL ft MBL ft Moore Stephens Consuttjng_13 Jim 2013-PDF _MLL ft MBL ft Omniwealth Services_8 Nov 2013.pdf Agreemenl_ML ft MBL ft Pharos FinancialJS Feb 2013.PDF Agre«nent_MLL ft MBL ft Practice Wealth Managemcnt_25 Jun 201..,.pdf _MLL ft MBL ft Prime Financial Group Limited_4 Jun 2013-PDF Ayeement_MLL ft MBL ft Unison FinandaU Feb 2013.PDF _MLL ft MBL ft YX Bafl Pty Ltd,3 Jun 2013.pdf King & Wood Mallesons JO Sale and Purchase Deed 89

103 M s with Superannuation Funds Insurance Services Deed between MLL and Macquarie Investment Management Limited dated 1/7/2G13.pdf Deed of Indemnity MLL in favour of Macquarie Investment Management Limited dated 17 May 20lG.pdf Amendment to Deed of Indemnity by MLL in favour of Macquarie Investment Management Limited 13 May 2014.PDF MLL and MIML Underwriting Dispute Process^Fet 14.PDF MIML MLL Insurance Qaime Process Documents Approved by WML Board 13 De. PDF Insurance Services Oeed_MLL & OnePath Custodians Pty Lid_6 Feb 2015.PDF Other distribution agreements Class Super Pty Ltd 9 Among Class Super, MIML A MLL 21 AN 07.PDF MLL 20 Rnamaa! Services Partners 2008.PDF MLL 23 Lonsdale Financial Group 2009.PDF MIL 24 ABN Amro Morgans 2 Apr 09.PDF MLL 26 Poote Partners Investment 20 May 2009.P0F MU 28 Hillross (Sumo) 19 Jun 09.PDF MLL 31 Hillross (Distributor) 19 Jun 09.PDF MLL 33 Potyol Aust Pty Ltd 1 Jul 09.PDF MLL 34 Investor Financial Planning (WHK) 9 Jot 09.PDF MLL 35 Austpl^i Pty Ltd 17 Jm 09.PDF S MU_ 45 Austpkai Pty Ltd & MLL 23 Dec 2009.PDF MLL 37 Strategy First Financial & MLL 7 Dec 09,PDF MIL 36 Acom Financial Group MUL 29 Sep 09.PDF MUL 41 Morgan Stanley Smith Barney & MLL 2 Feb 10.PDF MLL 42 Count Financial Ltd & MLL 18 Mar2010.PDF MLL 47 Australian Ftoandal Services Ltd 1 Jul 2010.PDF a Deed erf Amendment MLL & Ufebroker Pty Ltd 8. National financial Solutions Pty Ltd 31 Mar 2011 PDF MLL 50 MLL 4 Ufebroker Pty Ltd & National Fnandal Solutions Pty Ltd 1 DecPDF MLL&M3L4 Choice Finandai Advisors Pty Ito 20 Apr 2011 PDF _MJ_ 4 MBL & MW Plannir>g_7 Sep 2011.POP MU 54 MU 4 MBL 4 Solutions Bendigo Pty Ltd 7 Jun 201t.PDF JV3L4 MIL 4 Witennium3 Financial 5er»>cesJE2 Sep 2011.PDF _MLL 4 MBL & Infocus Securities Australia 31 Aug 2011.PDF J4LL 4 MBL & NOW Financial Group_14 Nov 2011 pdf Deed erf AmwMkriBnLMLL 4 Announcer Financial Planning,? Nov 2012.PDF Drstri button Atjeement MU 43 Announcer Fin an dal Planning ft W.L 8 Mar 10. PDF ,03 Disiribution MU Announcer Ag - 27 Sep Life Active - Inclusion -pdf.pdf _Grimsey Financial Pty Ltd A MLL ftmblj Jul 2012.POP AgeementKNM Services Pty Ltd A MLL SMBLJ7 Oct 2012 PDF Agreemert_WJL 4 MBL & GPS IP Pty Ltd J Apr 2012 PDF Acyeement_MU ft MBL & M FmandaM Dec PDF A^eemenlJMLL 4 MBL A Moneywise Persona* Financial Mgmt Pty Ltd_4 Apr 2012.PDF A^eement_MLL A MBL A Osborne YuBe_29 Nov 2012.PDF W Ayeefrent_MU 4 MBL A PWW Licensee Pty Ud_4 Apr 2012.PDF _WJ. A MBL & RBS Morgans LWJ Apr 2012.PDF AgneemeikMU 4 MBL A The Advice Exchange_26 Jun 2012 PDF Dntnbubor A^eemefrt_W_L & MBL & ViHK Finoncial Planrang, Prescott Securities Ltd_1 Apr 2012.PDF U Agneement,MLL 4 MBL A Yellow Brick Road Group (YBR)_4 Jul 2Q12.PDF A^eorrcnt_MLL 4 MBL_Financ?aJ Deddons _1 Aug 2012.POF _MU MBL 4 Pareto Group_1 Nov 2012,PDF DPM - Mar 2012.pdf MLL, MBL and Doquile Perrett Meade -1 Mar 2012.PDF MLL,MBL otkj Business 4 Esfcie Wanning Specialists Holdings Pty Ltd Distrrfmtion Ayeement 15_03_201.PDF MLL,MBL and Custom Wealth Sotuficns Dealer Services P_L 01J0_2012.PDF SMLL, MBL and Bepad Pty Ltd 1_12_2012.PDF Tate Agrcement_MBL & MLL A Shield Flnandal ServicesJ? Jul 2013.PDF AgreemefTt.MLL A MBL 4 APT Wedth_27 May 2013.PDF AgneementjYflJL 4 MBL 4 Consuttum Rnancial Advisers_2 Oct 2013.PDF Ayeemert_MLL S MBL & Merit WeaLri_28 Jun 2013.PDF Dtstnbubon Ayeement_MLL A MBL 4 Moore Stephens ConstftingJS Am 2013.PDF Ayeement_MLL & MBL4 OnrWwealth Setvices,B Nov 2013.pdf Distnbution Agneement_Pffl_L 4 MBL 4 Pharos FlrrancialJ5 Feb 2013.PDF S AgreemenlJAJL 4 MBL 4 Practice Wealth Management_25 Am pdf ywjl ft MBL & Prime Financial Group Limited_4 Jun 2013 PDF ,MLL ft MBL A Unison FtnarvciaM Feb 2013.PDF A^eemert_MLL ft MBL 4 YX Ban Pty Ltd_3 Jun 2Q13.pdf King & Wood Mallesons Sale and Purchase Deed JO

104 MLL,MBL ami Borr,bora Advice Pty ttd DiatrlbL/tion 1_1O_2013 PDF Sovereign Ptua pdf H Agreemefil_MLL & MBL & Fitzpotridcs Dealer Gnxjp Pty LW_9 Dec 2014 PDF Dfebibutiofi _MLL S MBL & Forayths Financial Services_29 Aug 2014.PDF _MLL & MBL & Interprac Rnancial Planning Pty Ud_1 Dec2014.PDF Agre«rnent_MLL & MBL & Northbaven Rnandal Management_25 Aug 2014.PDF Dfebibubon AgreemenLMLL & MBL & Steadfast Life Pty Ltd_18 Jun 2014,PDF Agret#ipei4_h*.L & MBL i Vtas Private Weoffli_22 Jan 2014.PDF Deed of Amendment MBL & MLL & Ufe Insurance Direct 2015U7,PDF MBL & MLL & Ufe Insurance Direct PDF M Agr MLL & MBL A Neo Financial Solutions PDF Ay MLL & ml & Tbe Lura Group PDF ttstiibutioo agreamert Macquarie Life Ltd and Uebr.POF MBL & MLL 4 Australian Advice Network.PDF MLL & A L A Apogee financial Planning IB^POF MLL 4 MBL 4 Godfrey Pembroke Ltd PDF MLL 4 A*L 4 GWM Adviser Services 20I PDF iti MIL 4 MBL 4 Merttum Fbancferi Group PDF MIL 4 MBL 4 Sentry Rnanciol 4 WeaHti.PDF Ayeemem_MLL 4 MBL 4 Capricorn Seen PDF AgreerosntJALL 4 MBL4 Financial Hanning Advice Au$M Apr 2014 (27_1_15).PDF U Novation Deed Risk Insurance Dist Agr MI & AMP A Geneoys.POF MU. 61 Deed of Amendment MLL & Genesys Wealth Advisers Limited 28 Apr 2011 PDF Deed of Anwidment.MLL & Genesys WeaKhJO Oct 2012.POF Dfetributioo MIL 29a Genesys Wealth Amendment 7 Jul 09.PDF Orig in MLL Ay file MIL & Genesys Wealth 19 Feb 08 pdf RPP member agrcementpdf VAN - EP Financial Services.pdf Annual Review Dfetilbution tetterjall VAN 4 APT Wealth Partners _23 Mar 2015 PDF Annual Review tetier_mll VAN 4 Choice Fmanoal Advisors _23 Mar 2015.PDF Annual Review tetterjall VAN 4 Doquile Perrett Meade_23 Mar 2015 PDF Annual Review tetier_mbl. VAN 4 Elston Partners_23 Mar 2016.PDF 04.Of Annual Review tetfer_mll VAN & Financial Dedsions_23 Mar 2015.PDF Annual Review telfer_mll VAN 4 Forsyths Fnandat Services_23 Mar 20t5.PDF Annual Review Dmtnbubon Agreemem tetor_mll VAN 4 Grimsay Finoncial_23 Mar 2015.PDF Annual Review tetter_mll VAN 4 Link Flnandal _23 Mar PDF Annual Review OistribuSor lettei_mll VAN 4 Merit Wearth_23 Mar 2016 PDF Annual Review leltef_mll VAN 4 Northhaven financial Management^ Mar2015.PDF 04.Oi J Annual Review teiter^mll VAN 4 NOW Financial Group Pty Ltt_23 Mar 2015.POF Anruiai Review Distribubon tette^-mll VAN 4 Osborne YuHe_23Mar2015.PDF Annual Review tettermll VAN 4 PwHo Group _23 Mar2015.PDF Annua! Review tetter^mll VAN 4 Prime Financial Gnoup_23 Mar 2015.PDF Annual Review tetter_wll VAN & Sofcjtions Rnandai Ccnsuttants_23 Mur 201 PDF Aiviuat Review tetter_mll VAN 4 The Advice &rcbange_23 filar 2015 PDF Annual Review tetier_mll VAN 4 The Practice Wealth Management Ji3 Mar 2015.PDF Annual Review tetter_mll VAN 4 Unison Weeltb_23 Mar 2015 PDF Ayeemer* krttcr kcl VAN & Ommrwealth Pty Ltd _23 Mar2015.PDF 04,04.06,09.49.MLL & MBL A Financial Planrfhg Advice Aust_1 Apr 2014 (27_1_15j.PDF Q DRAFT isetect - Life. PPP ^ - Macquarie Life.PDF MIML Irmiance Strategy end Insurance Management Framework MIML insurance Strategy pdf 05 Regulation ASIC and APRA correspondence Regulatory submbumons, filings and responses 65.01,01.01 MLL Regulator Coriespondeoce.xfs 06 Legal and Compliance Licenses Macquarie life Limited AF5L pdf MIL Lite Insurance registration certificate dated 0E2O9/1991.pdf Complaints registers Coirplants File January 2016 xlsv Registration Documents Intemutfonal Life Solutions (Pty) Ltd Change of Nome-pdf Rowmoor Investments 1025 (Pty) Ltd - Registration Certificates.pdf Pending litigation TumwaW Litigation Nov2015.pdf Twnwald Litigation Memo.pdf 07 ft King & Wood Mallesons Sale and Purchase Deed _10

105 07.01 IT Schematic lnsurancearchitecture.pdf Key Software Systems Insurance Technology Assets.ocf IT Infrastructure Insurance Inftasliucture.xlsx Insurance IT Roadmcp FY17 Insurance Program Map V2.pptx Macquarie Ufe - Enterprise Service Team Requirements.pdf Project Methodology.pdf Fineos Fineos End to End process pdf Recurring Payment CreaBon pdf 08 Humeri Resources Employment agreements EA_AustraSa-MLw2015.pdf EA_Austnilia_ML_2014.pdf EA_AustrafaJT_2015.pdf EA.PhiippuKsJT_201S.pdf EA_Soufti_Afnca aairre5_2015.pdf TPO end SCI PgTtcies Death and TPO Policy Dec 2Q15 pdf SCI PoJcy Guide.pdf SCI Pofcy Jure 20t5.pdf Remixeradon BCRpdf Macquarie Group Employee Share Plan.pdf MEREP Policy.pdf ProW Share policy.pdf Prom Share Retention Policy.pdf Leave Parental leave pdf Purchased leave.pdf Study and exam leave pdf Annual & vacation leave.pdf Compassionate S bereavement leave.pdf Defence leave.pdf Emergency volunteer leave.pdf FtexMe leavepdf Jury service leave pdf Leave Sunmay.pdf Leave wuhoutpay.pdf Long service leave pdf Personal & sick leave.pdf Rek^ous holiday leave pdf Average Annual Salary Details as at 31 December Summary - Average Salary Year of Servfce.pdf Other Policies and Documents Employee Assistance Proryam pdf Health and Wellness Program.pdt Principles - by career level.pdf Promotion Inputs.pr* Promotions,pdf FltoribieWorking Policy.pdf Further Study Policy.pdf Work Health and Safety Policy.pdf Employment Screening Policy.pdf 0807 In-Scope Employee List Atom StedfUst DE-IDENT1FIEO - Master Data XLSX Memo re Staff List DE-IDENTIFIED - Master Data.pdf Atom StWI list DE-IDENTIFIED - Master Date - at 26 February 20i6 xisx Atom Sb#TUSt FULL - Master Data - as at 26 February 2016Jdsx OS MLL 2016 Year End Business Updates and Planning insurance Sales Plan Summary - Feb 2016.pdf Platform Sales Overview - Feb 2Q16.pdf RGA Reinsurance - Feb 2016.pdf FOS Claims - Feb 2016.pdf Swiss Re - Feb 2016.pdf King & Wood Mallesons Sale and Purchase Deed _10

106 Sale and Purchase Deed Annexure B - Assignment deed for IT Systems Macquarie Life Limited ACN ( Macquarie ) And Zurich Australia Limited ACN ( Assignee Entity ) for Assignment of Intellectual Property for IT Systems Recitals A. The Intellectual Property in the IT Systems is owned by Macquarie. B. Assignee Entity has acquired the business using the IT Systems and therefore wishes to acquire the Intellectual Property in the IT Systems. C. Macquarie has agreed to assign the Intellectual Property in the IT Systems to Assignee Entity in terms of the Sale Deed on Completion. Definitions Intellectual Property includes all copyright, inventions (including patents) and designs. Sale Deed means the Sale and Purchase Deed dated HB between Macquarie and the Assignee Entity IT Systems means the following software systems: a) Insurance Online, being a system for advisors, internal policy administrators, underwriters and tele-underwriters to carry out application submission and automatic underwriting; b) Quick Quote, being a desktop application for advisers which can be used offline to obtain insurance quotes; and c) Information Delivery Services, being a reporting and correspondence system that provides HTML reports to advisers and service staff, including its source code but excluding any components of that software that interface with other software or hardware of Macquarie or any Related Body Corporate of Macquarie. "You" means Assignee Entity exercising rights under the terms of this. Capitalised terms that are not defined in this shall have the same meanings as given to them in the Sale Deed King & Wood Mallesons Sale and Purchase Deed J0

107 Terms Assignment a) Macquarie assigns to you all interests in the Intellectual Property of the IT Systems. b) The parties agree that the consideration for this assignment is included in the Purchase Price payable under the Sale Deed, that such consideration has been given and received, and that no future fees or royalties are payable by either party to the other under this. c) You acknowledge that the IT Systems being assigned to you under this is being supplied "as is" and without support, maintenance, assistance, any commitment to new releases or upgrades, or any other accompanying services or improvements from Macquarie. Limitation of Liability a) Macquarie shall not be liable for any general, special, incidental, indirect or consequential damages of any kind, whether caused directly or indirectly, or any other damages whatsoever, including, without limitation, those resulting from loss of use, data or profits, whether or not advised of the possibility of damage arising out of or in connection with your use of the IT Systems or any sub-licences of the IT Systems granted by you. b) Macquarie assumes no responsibility for errors or omissions in the IT Systems used or sub-licenced by you, or in any documents associated with the IT Systems, and does not warrant that the functions contained in the IT Systems used or sub-licenced by you will be uninterrupted or error-free or that any defects in the IT Systems will be corrected. c) Except as expressly provided otherwise in the Sales Deed or any other agreement between you and Macquarie the IT Systems are provided without any warranty of any kind, either express or implied, as to the performance of the IT Systems, their appropriateness, accuracy, reliability, or correctness or the results that you may obtain by use of the IT Systems, except as provided by law. d) Macquarie makes no representation or warranty that the IT Systems do not infringe any proprietary rights of any third parties. e) You agree to indemnify, defend and hold Macquarie harmless from and against any and all claims, actions, suits, liabilities, judgments, losses, damages, fees and other expenses of every nature and character by reason of this or use by you or by any third party of the IT Systems, including derivative works. Waiver Failure or neglect by either party to enforce at any time any of the provisions of this shall not be deemed or construed to be a waiver of that party s rights under this. Confidentiality The parties agree that the terms of this are to remain confidential as between the parties. Law of Contract This agreement shall be governed by and construed according to the laws of the State of New South Wales, Australia. King & Wood Mallesons Sale and Purchase Deed JO

108 Whole of This represents the complete agreement between the parties concerning subject matter hereof. If any provision of this is held to be unenforceable, such provision shall be amended only to the extent necessary to make it enforceable. Signed as an on 2016: EXECUTED by ) ) and as ) attorneys for MACQUARIE LIFE ) LIMITED under power of attorney dated ) in the presence of: ) ) )... ) Signature of witness ) ) ) By executing this document each Name of witness (block letters) ) attorney states that the attorney has ) received no notice of revocation of the power of attorney EXECUTED by ) ) and as ) attorneys for ZURICH AUSTRALIA ) LIMITED under power of attorney dated )... in the presence of: ) ) )... ) Signature of witness ) ) ) By executing this document each Name of witness (block letters) ) attorney states that the attorney has ) received no notice of revocation of the power of attorney King & Wood Mallesons Sale and Purchase Deed JO

109 Sale and Purchase Deed Annexure C - Trade mark use style guide Guide to usage of Macquarie / logos The Macquarie logo consists of two elements - typography forming the namestyle and the Holey Dollar symbol. The relationship between the namestyle and symbol must not be altered in any way, and the Holey Dollar should never appear without the namestyle. Isolation zone The Macquarie logo has been designed to stand alone. At all times a minimum isolation zone equal to 25 per cent of logo height should apply. Minimum size The vertical and horizontal logos cannot be used smaller than 15mm high. Colour One colour applications Black White (reversed out of a solid background) Silver (Hostman-Steinberg 46G Metallic Silver) Silver (RMS 877) Two colour applications Holey Dollar Silver (Hostman-Steinberg 46G Metallic Silver) Silver (RMS 877) Namestyle Black (with any one of the above colours) Unacceptable uses The logos should not be interpreted in any manner, severed, skewed, crowded or printed in any colour other than those specified above. The logos, or parts of the logos are not to be used as graphic elements within the design of marketing and promotional materials. Original artwork Wherever the Macquarie logo is to be used, it must be taken from original artwork supplied by Macquarie. In no circumstances is the logo to be copied from existing material or re-drawn. King & Wood Mallesons Sale and Purchase Peed _10

110 Macquarie or There are two versions of the logo - one with the word Macquarie and the other with the words beneath the Holey Dollar. It is important to make sure you are using the appropriate version. If you are unsure which logo should apply please consult your Macquarie contact. King & Wood Mallesons Sale and Purchase Deed JO

111 Vood Mallesons.10 Sale and Purchase Deed 98

112 Project Atom - Notice under the Sale and Purchase Deed The parties 1o the Sale and Purchase Deed dated 4 March 2016 (Deed) acknowledge that clause 8.1(vii) of the Deed requires the Buyer Group Member's offer of employment to each Employee be approved by the Seller Group prior to being provided to employees. 1. Waiver The Seller waives its right under clause 8.1{b)(vii) of the Deed and therefore does not require offers of employment to each Employee to be approved by the Seller Group prior to being provided to employees. This waiver does not otherwise affect any of the parties other rights, liabilities or obligations under the Deed. To avoid doubt, the Buyer must therefore continue to perform its obligations under clause 8.1(i) to (vi) (inclusive) of the Deed. 2. Variation to the Deed The parties acknowledge however that Seller may at any time want to view the Buyer Group Member's offers of employment to each or any of the Employees. Accordingly, the parties agree that within two Business Days of the Seller making a written request to view any or all of the offers of employment made pursuant to clause 8 of the Deed, the Buyer will, or will procure that the Buyer Group Member will, provide the Seller with a copy of the offer/s of employment the Seller has requested. The capitalised terms in this document take the meaning prescribed in the Deed. THE COMMON SEAL OF HALC-vAlTlc DATED: fo "TV i, (fr- I.IMITED WAS HEREUNTO AFFIXED IN ACCOKPANCE WITH THE COMPANY'S CONSTITUK EXECUTED by MACQUARIE UFE LIMITED in-accoidark»wt«t^cttoir4i of-the-gerporations Act 2001 (Cth) by autherity-ofita-difectors: A \ /... / Signature of director AT. Signature oldiregter/company secretary* delete whichever is not applicable *.V4 * i 1 C'l t «- W"1' \ jueor^ Name of director (block letters) ) Name of director/company secretary* (block letters) ) ) delete whichever is not applicable

113 EXECUTED by ZURICH AUSTRALIA LIMITED in accordance with section 127{1) of the Corporations Act 2001 (Cth) by authority of its directors: ' U,. J' - Signature of director 1 * ^ ji-\ Name of director (block letters) ) ) ) ) '! i 5...r-f... f ) Signature of director/company secretary* ) *delete whichever is not applicable Cathy A Manolios ) Name of director/company secretary* (block letters) > delete whichever is not applicable )

114 KING&WGDD MALLESONS Amendment Deed Dated 2-^ Julo) Xo i b Macquarie Life Limited ACN ( Seller") Zurich Australia Limited ACN ("Buyer ) King & Wood Mallesons Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T F DX 113 Sydney

115 Amendment Deed Contents Details 1 General terms 2 1 Interpretation 2 2 Amendments 2 3 Seller and Buyer Completion Obligations 2 4 Confirmation and acknowledgement Confirmation Conflict 3 5 General 3 6 Governing law 3 Schedule 1 - Seller and Buyer Completion Obligations 5 Signing page 8 King & Wood Mallesons Amendment Deed i _I3

116 Amendment Deed Details Date 10\ xktlu) TX'lt' Parties Seller and Buyer Seller Name Macquarie Life Limited ACN Address Level 6, 50 Martin Place, Sydney NSW Attention Company Secretary Buyer Name Zurich Australia Limited ACN Address 5 Blue Street, North Sydney NSW Attention comdanv.secretarv@zurich.com.au Company Secretary Recitals A The Seller and the Buyer are parties to the Original Document. B The Seller and the Buyer have agreed to the amendment of the Original Document on the terms of this document. King & Wood Mallesons Amendment Deed J3 1

117 Amendment Deed General terms 1 Interpretation These meanings apply unless the contrary intention appears: Delivery Day means the first day of the calendar month after the calendar month in which the last Condition Precedent, as defined in the Original Document, is satisfied or waived or such other time and date as agreed between the Seller and the Buyer. For the avoidance of doubt, the Delivery Day need not be a Business Day, as defined in the Original Document. Effective Date means the date of this document. Original Document means the Sale and Purchase Deed, dated 4 March 2016, between the Seller and the Buyer. 2 Amendments As from the Effective Date, the following definitions in clause 1.1 of the Original Document are amended by deleting the text that is shown as deleted; and inserting the text that is shown as underlined: Completion Date means am on the date which is the first day of the calendar month after the calendar month in which the last Condition Precedent is satisfied or waived or such other time and date as agreed between the Seller and the Buyer. For the avoidance of doubt, the Completion Date need not be a Business Dav- provided that: {a) if-eyeh day is not a Business-Day, the Completion Date-will be the next Bysiness Day; and {b) if such-day is less than-five-buein ess Daye-after-the-date on which4he-last-gondition Precedent-is satisficd or waived, the Completion Date will be the first day-of-the-second calendar month after the calendar month in which-the last Condition Precedent is satisfied or-waived and-if-such day is not a Business-Dayj-the Completion Date-will be the next Business r)n\/ tsaj? Completion Net Assets means the amount determined as the net assets of the Life Insurance Business as at the end of the last dav of the calendar month in which the last Condition Precedent is satisfied or waived Completion in accordance with clause 3.3 and Schedule 6. 3 Seller and Buyer Completion Obligations The parties agree for all purposes (including under clause 5.1 of the Original Document) that: in respect of the Seller s obligations specified in clause 5.2 of the Original Document (each a Seller Obligation") and the Buyer's obligations King & Wood Mallesons Amendment Deed J3

118 specified in clause 5.3 of the Original Document (each a Buyer Obligation"): (i) (ii) (iii) (iv) the Seller will complete each Seller Obligation as specified in Column 1 of Part A of Schedule 1 to this document by the corresponding date and time specified in Column 2 of Part A of Schedule 1 to this document or at such other date and time agreed between the Seller and Buyer; if the date and time specified in Column 2 of Part A of Schedule 1 is after the Completion Date, the Buyer agrees that the relevant Seller Obligation is waived for the purpose of clause 5.5 of the Original Document to the extent the Seller Obligation imposes an obligation in relation to date and time; the Buyer will complete each Buyer Obligation as specified in Column 1 of Part B of Schedule 1 to this document by the corresponding date and time specified in Column 2 of Part B of Schedule 1 to this document or at such other date and time agreed between the Seller and Buyer; and if the date and time specified in Column 2 of Part B of Schedule f is after the Completion Date, the Seller agrees that the relevant Buyer Obligation is waived for the purpose of clause 5.5 of the Original Document to the extent the Buyer Obligation imposes an obligation in relation to date and time, and clauses 5.2 and 5.3 of the Original Document are hereby varied to the extent necessary; and compliance with Schedule 1 to this document constitutes compliance with the Seller Obligations and Buyer Obligations. 4 Confirmation and acknowledgement 4.1 Confirmation Each party confirms that, except as provided for in clause 2 ( Amendments ) and clause 3 ( Seller and Buyer Completion Obligations ), no other amendments are to be made to the Original Document. 4.2 Conflict If there is a conflict between the Original Document and this document, the terms of this document prevail. 5 General Clauses 18 ( Notices and other communications ), 19 ( General") and 21 ( Counterparts ) of the Original Document apply to this document as if they were fully set out in this document. 6 Governing law This document is governed by the law in force in New South Wales and each party submits to the non-exclusive jurisdiction of the courts of that place. King & Wood Mallesons Amendment Deed _13

119 EXECUTED as a deed King & Wood Mallesons Amendment Deed _13

120 Amendment Deed Schedule 1 - Seller and Buyer Completion Obligations Part A Note: Defined terms have the same meaning as given in the Original Document unless the contrary intention appears. Column 1 Column 2 Obligation (Investment Assets) - (Queensland government bonds) give irrevocable instructions to Austraclear to transfer all Queensland government bonds which form part of the Investment Assets on the Delivery Day or if the Delivery Day is not a Business Day, the first business day in Melbourne after the Completion Date to an Austraclear account nominated in writing by the Buyer at least 3 Business Days prior to the Completion Date. (Investment Assets) - (non-queensland government bonds) transfer all non-queensland government bonds which form part of the Investment Assets to an escrow agent nominated in writing by the Buyer at least 3 Business Days prior to the Completion Date for the benefit of: (i) until the Completion Date, the Seller; and (ii) on and from the Completion Date, the Buyer. (Investment Assets) - (cash) transfer by electronic funds transfer (or as otherwise agreed between the Seller and the Buyer) all cash held by the Seller which forms part of the Investment Assets to one or more accounts nominated by the Buyer at least 3 Business Days prior to the Completion Date. Date and Time 5.00 pm on the Business Day immediately prior to the Completion Date ( Cut-Off Time ). Cut-Off Time Cash held by the Seller which forms part of the Investment Assets to be deposited in one or more accounts in immediately available funds prior to Cut-Off Time. Trust to be established with effect on and from the Completion Date. Declare a trust in relation to that cash absolutely in favour of the Buyer. (Investment Assets) - (Commonwealth Treasury Notes) redeem all units in the Macquarie Treasury Fund which form part of the Investment Assets, apply the proceeds to acquire Commonwealth Treasury Notes and deliver all Commonwealth Treasury Notes which form part of the Investment Assets to an escrow agent nominated in writing by the Buyer at Cut-Off Time King & Wood Mallesons Amendment Deed J3

121 least 3 Business Days prior to the Completion Date for the benefit of: (i) until the Completion Date, the Seller; and (ii) on and from the Completion Date, the Buyer. (Investment Assets) - (other) deliver to the Buyer any other documents that are reasonably required by the Buyer to vest the Investment Assets in the Buyer. (Contracts) deliver to the Buyer copies or, to the extent available, originals of the Contracts. (If Systems) deliver to the Buyer: (i) software files with source code versions of the IT Systems and copies of the operational documentation of the IT Systems; (ii) all technical and functional documentation for the IT Systems; and (iii) a duly executed assignment deed in respect of all of the Seller s rights under the IT Systems to the Buyer in the form of Annexure B. (Trade Marks) deliver to the Buyer assignments of the Trade Marks. (Records) deliver the Records to the Buyer in such form as reasonable agreed between the Seller and the Buyer prior to the Completion Date am on the Delivery Day or if the Delivery Day is not a Business Day, the first Business Day after the Completion Date ( Delivery Time ). Delivery Time Delivery Time Delivery Time Delivery Time King & Wood Mallesons Amendment Deed _13

122 Part B Note: Defined terms have the same meaning as given in the Original Document unless the contrary intention appears. Column 1 Column 2 Obligation (payment of Purchase Price) transfer by electronic funds transfer the Purchase Price to an account opened with Macquarie Bank Limited prior to the Cut-Off Time. Declare a trust in relation to the Purchase Price absolutely in favour of the Seller. (executed documents) deliver to the Seller duly executed counterparts of the assignment of the rights under the IT Systems referred to in clause 5.2(c)(iii) of the Original Document. Date and Time Purchase Price to be deposited in an account in immediately available funds prior to the Cut-Off Time. Trust to be established with effect on and from the Completion Date. Delivery Time King & Wood Mallesons Amendment Deed

123 Amendment Deed Signing page DATED: 2rl t 1 1 2c,\G SIGNED, SEALED AND DELIVERED ) by AND ) U-wih PAma,'7 as attorneys ) for MACQUARIE LIFE LIMITED under ) power of attorney dated 4'n^gcn vetg ) in the presence of: ) Signature of witness )...J.! Name of witness (block letters) )...1^4...!... By executing thiadooument the attorney states that the attorney has received no notice of revocation of the power of attorney SIGNED, SEALED AND DELIVERED ) by AND ) as attorneys ) for ZURICH AUSTRALIA LIMITED ) under power of attorney dated ) in the presence of: )... ) Signature of witness )... ) Name of witness (block letters) ) ) By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney King & Wood Mallesons Amendment Deed J3

124 Amendment Deed Signing page DATED: 2d. h- jja SIGNED, SEALED AND DELIVERED ) by AND ) as attorneys ) for MACQUARIE LIFE LIMITED under ) power of attorney dated ) in the presence of: )... ) Signature of witness )... ) Name of witness (block letters) ) ) By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney SIGNED, SEALED AND DELIVERED ) bvflqrlc AND ) p(\ rr-k) rv nri-s as attorneys ) for ZURICH AUSTRALIA LIMITED ) under power of attorney dated plrvj 'If IS in the presence of: Signature of witness... JPMB....$. &M$ZkL t/f... Name of witness (block letters) ) ) ) ) ) ) ) ) ) By executing this document the attorney states that the attorney has received no notice of revocation of the power of attorney King & Wood Mallesons Amendment Deed _13