The Bendigo Superannuation

The Bendigo Superannuation Plan Second Supplementary Product Disclosure Statement and Application Forms Dated 27 April 2012 This document supplements and must be read together with: The Bendigo Superannuation Plan Product Disclosure Statement dated 28 July 2008 comprising two parts: Part 1: General Information and Part 2: Investment option & Insurance rate information, and The Bendigo Superannuation Plan Supplementary Product Disclosure Statement and Application Forms dated 17 February 2010. The trustee and issuer of interests in the Bendigo Superannuation Plan is Sandhurst Trustees Limited, ABN 16 004 030 737 AFSL No 237906, a subsidiary of Bendigo and Adelaide Bank Limited, ABN 11 068 049 178 AFSL No 237879. Issued by Sandhurst Trustees

Contact information Customer Service Centre Call Monday to Friday 8am to 6pm (Victorian time): Telephone: 1800 033 426 (Monday to Friday 8am to 6pm Victorian time) Facsimile: 03 6215 5800 Website: www.sandhursttrustees.com.au Email: superannuation@bendigobank.com.au Postal address Bendigo Superannuation Plan GPO Box 529 Hobart TAS 7001 The Bendigo Superannuation Plan (the Plan) has identifying numbers: ABN 57 526 653 420 SPIN STL0003AU Trustee and Issuer Sandhurst Trustees Limited (Sandhurst or the Trustee) is the Trustee of the Plan and the issuer of interests in the Plan. Sandhurst is also known by other identifiers: ABN 16 004 030 737 AFSL No. 237906 Sandhurst is a wholly owned subsidiary of Bendigo and Adelaide Bank Limited ABN 11 068 049 178, AFSL No. 237879 and is part of the Bendigo and Adelaide Bank Group, which comprises Bendigo and Adelaide Bank Limited and any of its related entities. Administrator IOOF Investment Management Limited (the Administrator) ABN 53 006 695 021 (formerly SMF Funds Management Limited ABN 23 009 564 354). Important information: This Second Supplementary Product Disclosure Statement dated 27 April 2012 (Second SPDS) updates the information contained in The Bendigo Superannuation Plan Product Disclosure Statement dated 28 July 2008 (PDS) comprising Part 1: General Information and Part 2: Investment option & Insurance rate information, and as amended by the Supplementary Product Disclosure Statement dated 17 February 2010 (First SPDS). These documents must be read together with any updates to them available on the Plan s website at www.sandhursttrustees. com.au/superannuation/super-pds.asp from time to time. Capitalised terms defined in this Second SPDS have the same meaning as the PDS (as amended by the First SPDS), except where additional terms have been defined in this document or there is inconsistency, in which case this document prevails. All other information and statements in the PDS (as amended by the First SPDS) remain unchanged. Unless otherwise stated, references in this document to pages in the PDS are references to pages in Part 1 General Information of the PDS. The information given in this Second SPDS is of a general nature and has been prepared without taking into account your individual objectives, financial situation or particular investment needs. Before making an investment decision, it is important that you consider these things. To help you make an informed decision, you should consider obtaining professional advice from a licensed financial adviser. 2 Bendigo Superannuation Plan Second Supplementary Product Disclosure Statement

The changes a snapshot Change Description Page Cash Investment Account Name changes to managed fund investment options Types of managed fund investment options Standard Investment Strategies Changes to the investment options offered by the Plan Fees and other costs The cash investment option which was referred to as the Cash Investment Account or Bendigo Cash Management Fund is now called the Cash investment effective 27 April 2012. The names of some managed fund investment options have changed. All references to their previous names have been deleted and replaced by their new names. The description of the different types of managed fund investment options available to members has been changed: the Bendigo-branded multi-manager diversified funds are now referred to as the Sandhurst issued multi-manager diversified funds ; and a new description type of managed funds referred to as Other multi-manager diversified funds has been introduced. The operation of the Standard Investment Strategies has been revised to allow the Trustee to change the Standard Investment Strategies for future and existing members. The way the Trustee communicates changes to the Plan s investment menu, and the way the Trustee deals with members investments in options that have been removed from the investment menu have been revised. Disclosure on performance fees payable by United Funds Management Limited (United) to underlying investment managers is deleted as a result of the removal of the managed funds issued by United from the Plan s investment menu. Additional disclosures on performance fees in relation to the new managed fund options issued by IOOF Investment Management Limited and AMP Capital Investors Limited have been included. 4 4 4 5 5 5 Application forms Investment Authority form Investment Options Cash and Managed Funds Managed fund profiles Member and Employer Application Forms have been replaced effective 27 April 2012, with the forms attached to this Second SPDS. The Plan s investment menu has been updated to include several new managed fund options and remove some existing options. The Investment Authority form has been replaced effective 27 April 2012, with the form attached to this Second SPDS. The investment menu for cash and managed funds has been replaced effective 27 April 2012, with the menu attached to this Second SPDS. The Managed fund profiles section in Part 2 of the PDS has been amended to include the new managed fund investment options and remove some existing managed fund investment options. 6 6 6 6 Sandhurst Trustees Limited 3

Detailed Changes Cash Investment Account The cash investment option which was referred to as the Cash Investment Account or Bendigo Cash Management Fund is now called the Cash investment effective 27 April 2012. As a result, all references in the PDS to Cash Investment Account or Bendigo Cash Management Fund are deleted and replaced with Cash investment. Name changes to managed fund investment options The names of some managed fund investment options have changed. As a result, all references to their previous names in the PDS are deleted and replaced with their new names as listed below. Types of managed fund investment options The description of the different types of managed fund investment options available to members of the Plan has been changed. As a result the following changes are made. 1. The first row of the investment option table on pages 14 and 29 of the PDS is deleted and replaced with: Managed funds Sandhurst issued Multi-manager Diversified funds Other Multi-manager Diversified funds Single-manager Diversified funds Single-manager Sector funds Previous name Bendigo Future Growth Wholesale Fund Credit Suisse Australian Small Companies Fund Credit Suisse International Shares Fund Australian Ethical Large Companies Share Trust Credit Suisse Capital Growth Fund ING Wholesale Balanced Trust Credit Suisse Capital Stable Fund Macquarie Master Fixed Interest Fund New name Bendigo Growth Wholesale Fund Aberdeen Classic Series Australian Small Companies Fund Aberdeen Actively Hedged International Equities Fund Australian Ethical Larger Companies Trust - Class B Aberdeen Capital Growth Fund OnePath Wholesale Balanced Trust Aberdeen Multi-Asset Income Fund Macquarie Australian Fixed Interest Fund 2. The first paragraph and bullet listing under sub-heading Managed funds on page 36 of the PDS is deleted and replaced with: The types of managed funds currently available to members are: Sandhurst issued multi-manager diversified funds: Sandhurst is also the responsible entity of each of these managed funds. Sandhurst selects and manages multiple underlying investment managers for each asset class. Sandhurst determines the appropriate allocation to each asset class and underlying investment manager. Other multi-manager diversified funds: with these funds, an issuer or investment manager selects and manages multiple underlying managers for each asset class. The issuer or investment manager also determines the appropriate allocation to each asset class and underlying investment manager. Single-manager diversified funds: one investment manager invests across a number of asset classes according to a pre-determined asset allocation. Single-manager sector funds: one investment manager invests in just one asset class, such as only Australian shares or only property. 4 Bendigo Superannuation Plan Second Supplementary Product Disclosure Statement

Standard Investment Strategies The operation of the Standard Investment Strategies has been revised. As a result the last two paragraphs under Standard Investment Strategies on page 37 of the PDS are deleted and replaced with: The Trustee may from time to time consider whether the existing Standard Investment Strategies are appropriate and may change these Standard Investment Strategies if the Trustee considers that they are no longer appropriate. In the event that the Trustee decides to change any or all of these Standard Investment Strategies, this decision may affect both existing and future members. Existing members will be notified of these changes in writing. If you no longer wish to be invested in a Standard Investment Strategy and wish to make your own investment choice, you can opt out by notifying the Trustee of this in writing at any time. Changes to the investment options offered by the Plan All paragraphs under the section heading Changes to the investment options offered by the Plan on page 40 of the PDS are deleted and replaced with: The Trustee regularly monitors and reviews the investment options available to members of the Plan to ensure that the existing investment options continue to be appropriate and suit the investment needs of members of the Plan. Investment options currently available to members of the Plan may not be available in the future. The Trustee may add, suspend or restrict further investments to an investment option or close the investment option. This may follow the Trustee becoming aware of new investment opportunities or changes to the existing investment option, such as a change to the product s investment manager, investment objective and strategy, asset classes and performance benchmark, underlying investment managers or underlying investments. In circumstances where the investment option is withdrawn from the Plan, the Trustee may redeem and transfer your investments held in that investment option to another investment option which the Trustee deems has similar risk/ return characteristics. The Trustee will notify you of any such change where possible prior to the change or as soon as practicable after the change. At this time you will also be provided with the opportunity to make your own selection. Any changes to the investment menu which the Trustee considers not materially adverse to you will be communicated to you via the Plan s website as soon as practical and included in the Plan s Annual Report. Fees and other costs The Plan s investment menu has been updated to include several new managed fund options and remove some existing options. As a result the disclosure regarding managed fund options performance fees on page 66 of the PDS has been amended. 1. The sub-section titled Performance fees payable by United Funds Management Limited to underlying investment managers is deleted and replaced with: Performance fees payable by IOOF Investment Management Limited to underlying investment managers IOOF Investment Management Limited (IOOF) is the investment manager of the IOOF MultiMix Trusts (the Trusts). From time to time, the Trusts may invest in other funds or with investment managers that charge performance fees. Refer to the investment profile for each of the IOOF MultiMix Trusts in this Second SPDS for an indication of the estimated performance fees (if applicable). Performance fees (if applicable) are generally charged as and when incurred by the underlying investment manager and will be charged to investors indirectly through an increase in the ICR of the relevant Trust and incorporated into the daily unit price. You should read the product disclosure statement for the relevant IOOF MultiMix Trusts, available from the Plan s website, for full details on how this performance fee is applied. Sandhurst Trustees Limited 5

2. A new sub-section titled Performance fees payable by AMP Capital Investors Limited to underlying investment managers is added as follows: Performance fees payable by AMP Capital Investors Limited to underlying investment managers AMP Capital Investors Limited (AMP Capital) is the investment manager of the AMP Capital International Bond Fund Wholesale (the Fund). Performance fees may be payable to some of the Fund s underlying investment managers. Each performance fee is up to 20% of a manager s outperformance above their benchmark index. Performance fees (if applicable) are payable out of the Fund s assets and are incorporated into the unit price. You should read the Fund s offer document, available from the Plan s website, for full details on how this performance fee is applied. Changes to the Application Forms The Personal Superannuation Application Form on pages A1 to A2 and the Account-based Pension Application Form on pages A3 to A6 of the PDS, which were replaced by the forms contained within the First SPDS, are deleted and replaced with the forms attached to this Second SPDS. The Employer-Sponsored Superannuation Employer Application Form on pages A7 to A8 and the Employer-Sponsored Plan Member Application Form on pages A9 to A10 of the PDS are deleted and replaced with the forms attached to this Second SPDS. Please note from 27 April 2012, all member and employer Application Forms attached to this Second SPDS are the only forms that will be accepted for new applications into the Plan. Changes to the Investment Authority form The Plan s investment menu has been updated to include several new managed fund options and remove some existing options. As a result the Investment Authority form on pages A27 to A30 of the PDS is deleted and replaced with the form attached to this Second SPDS. Changes to the investment menu The Plan s investment menu has been updated to include several new managed fund options and remove some existing options. As a result the investment menu titled Investment Options Cash and Managed Funds on page A31 of the PDS is deleted and replaced with the menu contained on pages 8 and 9 of this Second SPDS. Managed fund profiles The Plan s investment menu has been updated to include several new managed fund options and remove some existing options. As a result, the following changes are made to the managed fund profiles section in Part 2 of the PDS. 6 Bendigo Superannuation Plan Second Supplementary Product Disclosure Statement

1. A fund profile for each managed fund listed below is inserted under the applicable section heading. 2. The fund profile for each managed fund listed below under the applicable section heading is deleted. Managed fund Investment section Managed fund Investment section Bendigo Balanced Index Fund Bendigo Conservative Index Fund Bendigo Defensive Index Fund Bendigo Defensive Wholesale Fund Bendigo Growth Index Fund Bendigo High Growth Index Fund Bendigo High Growth Wholesale Fund IOOF MultiMix Australian Shares Trust Grant Samuel Epoch Global Equity Shareholder Yield Fund (hedged) IOOF MultiMix International Shares Trust Sandhurst issued Managed funds Sandhurst issued Managed funds Sandhurst issued Managed funds Sandhurst issued Managed funds Sandhurst issued Managed funds Sandhurst issued Managed funds Sandhurst issued Managed funds Australian Share funds International Share funds International Share funds United Sector Leaders Australian Equities Fund Perpetual Wholesale International Share Fund United Sector Leaders International Equities Fund United Sector Leaders Capital Growth Fund APN Property for Income Fund Challenger Wholesale Hybrid Property Fund United Sector Leaders Property Fund United Sector Leaders Capital Balanced Fund ING Wholesale Super Capital Stable BlackRock Monthly Income Fund Australian Share funds International Share funds International Share funds Growth funds Property funds Property funds Property funds Balanced funds Capital Stable funds Fixed Interest funds OnePath Wholesale Capital Stable Trust Capital Stable funds United Sector Leaders Fixed Interest Fund Fixed Interest funds AMP Capital International Bond Fund Wholesale Fixed interest funds Challenger Howard Wholesale Mortgage Fund Mortgage and Secure funds IOOF MultiMix Diversified Fixed Interest Trust Fixed Interest funds United Capital Secure Fund Mortgage and Secure funds Vanguard Australian Property Securities Index Fund Property funds Sandhurst Trustees Limited 7

Investment Options Cash and Managed Funds Listed below are the cash and managed fund investment options available under the Plan as at 27 April 2012. Use this list when completing the Plan s Investment Authority Form (pages A11 to A14) of this Second SPDS. Investment name ICR % p.a. Performance fee/estimate % p.a. Investment code Super Pension Cash investment Up to 0.40 - SMF0801AU SMF0809AU Sandhurst issued Managed funds Bendigo Balanced Index Fund 0.43 - QUE0179AU QUE0186AU Bendigo Balanced Wholesale Fund 0.82 - SMF0800AU SMF0808AU Bendigo Conservative Index Fund 0.41 - QUE0180AU QUE0187AU Bendigo Conservative Wholesale Fund 0.72 - SMF0802AU SMF0810AU Bendigo Defensive Index Fund 0.39 - QUE0181AU QUE0188AU Bendigo Defensive Wholesale Fund 0.60 - QUE0182AU QUE0189AU Bendigo Growth Index Fund 0.45 - QUE0183AU QUE0190AU Bendigo Growth Wholesale Fund 0.92 - SMF0803AU SMF0811AU Bendigo High Growth Index Fund 0.46 - QUE0184AU QUE0191AU Bendigo High Growth Wholesale Fund 0.99 - QUE0185AU QUE0192AU Sandhurst IML Industrial Share Fund 0.95 - SMF0806AU SMF0814AU Sandhurst Select Mortgage Fund 1.16 - SMF0807AU SMF0815AU Other Managed funds Australian Share funds Aberdeen Classic Series Australian Small Companies Fund 1.26 - SMF0436AU SMF0435AU BlackRock Wholesale Australian Share Fund 0.95 - SMF0397AU SMF0321AU Colonial First State Wholesale Imputation Fund 0.96 - SMF0371AU SMF0298AU Investors Mutual Future Leaders Fund* 0.974 Yes SMF0390AU SMF0315AU IOOF MultiMix Australian Shares Trust* 0.80 Yes / 0.13 SMF0407AU SMF0331AU Perennial Growth Shares Wholesale Trust 0.92 - SMF0804AU SMF0812AU Perennial Value Shares Wholesale Trust 0.92 - SMF0528AU SMF0816AU UBS Australian Share Fund 0.90 - SMF0404AU SMF0328AU Vanguard Australian Shares Index Fund 0.34 - SMF0419AU SMF0343AU International Share funds Aberdeen Actively Hedged International Equities Fund 0.98 - SMF0376AU SMF0303AU BlackRock Wholesale Hedged Global Small Cap Fund (Class D) 1.30 - SMF0597AU SMF0596AU BT Wholesale International Share Fund 0.97 - SMF0366AU SMF0468AU Grant Samuel Epoch Global Equity Shareholder Yield Fund (Hedged) 1.30 - QUE0193AU Upon request GVI Global Industrial Share Fund 1.107 - SMF0678AU SMF0677AU IOOF MultiMix International Shares Trust* 0.90 Yes / 0.06 SMF0416AU SMF0340AU Perennial International Shares Wholesale Trust 1.23 - SMF0805AU SMF0813AU Platinum Asia Fund 1.54 - SMF0575AU SMF0574AU Platinum International Fund 1.54 - SMF0401AU SMF0325AU UBS International Share Fund 1.00 - SMF0461AU SMF0460AU Growth funds Aberdeen Capital Growth Fund 0.84 - SMF0374AU SMF0301AU Australian Ethical Larger Companies Trust - Class B 1.35 - SMF0357AU SMF0446AU Colonial First State Wholesale Diversified Fund 0.96 - SMF0369AU SMF0297AU Zurich Investments Managed Growth Fund 0.87 - SMF0420AU SMF0344AU 8 Bendigo Superannuation Plan Second Supplementary Product Disclosure Statement

Investment name ICR % p.a. Performance fee/estimate % p.a. Investment code Super Pension Property funds AMP Capital Listed Property Trusts Fund - Wholesale 0.4602 - SMF0356AU SMF0288AU Colonial First State Wholesale Property Securities Fund 0.81 - SMF0372AU SMF0299AU Vanguard Australian Property Securities Index Fund 0.34 - SMF0789AU SMF0776AU Balanced funds Australian Ethical Balanced Trust 2.40 - SMF0466AU SMF0467AU BlackRock Wholesale Balanced Fund 0.95 - SMF0396AU SMF0320AU OnePath Wholesale Balanced Trust # 0.90 - SMF0386AU SMF0312AU UBS Balanced Investment Fund 0.95 - SMF0406AU SMF0330AU Capital Stable funds Aberdeen Multi-Asset Income Fund 0.72 - SMF0375AU SMF0302AU BT Wholesale Conservative Outlook Fund 0.86 - SMF0365AU SMF0292AU Colonial First State Wholesale Conservative Fund 0.76 - SMF0370AU SMF0296AU OnePath Wholesale Capital Stable Trust # 0.75 - SMF0385AU SMF0311AU Fixed Interest funds AMP Capital International Bond Fund - Wholesale* 0.4602 Yes SMF0355AU SMF0287AU IOOF MultiMix Diversified Fixed Interest Trust 0.49 - SMF0414AU SMF0338AU Macquarie Australian Fixed Interest Fund 0.615 - SMF0392AU SMF0317AU Please note: The ICRs stated in the table above are estimates only and are based on the management costs quoted in the disclosure document for the particular managed fund. Each estimated ICR includes management fees, investment expenses and custody fees, and is quoted based on the net asset value of that managed fund. Estimated performance fees (if applicable) are not included in the above ICRS. See the Fees and other costs section of this PDS for more information. * This managed fund is entitled to charge a performance fee. Please refer to the disclosure document for the particular managed fund for details. # The ICR quoted is based on the gross value of this managed fund. Sandhurst Trustees Limited 9

Managed fund profiles Bendigo Balanced Index Fund (Fund) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation How are labour standards, social, environmental and ethical factors taken into account? To match or exceed the performance benchmark (before fees). To invest via a selection of index funds and cash that seek to track the performance of selected benchmarks for each asset class. The Fund invests across the asset classes of Australian shares, international shares, property securities, Australian fixed interest, international fixed interest and cash. Estimated Indirect Cost Ratio (ICR): 0.43% p.a. Buy/sell spread %: +0.25/ -0.25 Fund start date: 1 October 2011 Minimum investment time horizon: 4 years Short term volatility/likelihood of a negative return over one year: Medium Range Neutral Australian shares 18 48% 33% International shares 10-30% 20% Property securities 2-12% 7% Australian fixed interest 7-27% 17% International fixed interest 5-23% 13% Cash 0-20% 10% Sandhurst does not take into account labour standards or environmental, social or ethical considerations in the selection of investment manager(s) for the Fund or the selection, retention or realisation of investments comprising the Fund. The investment managers which manage the underlying investments of the Fund also do not take labour standards or environmental, social or ethical considerations into account when selecting, retaining or realising investments of the Fund. 10 Bendigo Superannuation Plan Second Supplementary Product Disclosure Statement

Bendigo Conservative Index Fund (Fund) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation How are labour standards, social, environmental and ethical factors taken into account? To match or exceed the performance benchmark (before fees). To invest via a selection of index funds and cash that seek to track the performance of selected benchmarks for each asset class. The Fund invests in income generating assets (Australian fixed interest, international fixed interest and cash) with a lower weighting to capital growth assets (Australian shares, international shares and property securities). Estimated Indirect Cost Ratio (ICR): 0.41% p.a. Buy/sell spread %: +0.20/ -0.20 Fund start date: 1 October 2011 Minimum investment time horizon: 3 years Short term volatility/likelihood of a negative return over one year: Low to medium Range Neutral Australian shares 10 30% 20% International shares 5-25% 15% Property securities 0-10% 5% Australian fixed interest 12-32% 22% International fixed interest 8-28% 18% Cash 10-30% 20% Sandhurst does not take into account labour standards or environmental, social or ethical considerations in the selection of investment manager(s) for the Fund or the selection, retention or realisation of investments comprising the Fund. The investment managers which manage the underlying investments of the Fund also do not take labour standards or environmental, social or ethical considerations into account when selecting, retaining or realising investments of the Fund. Sandhurst Trustees Limited 11

Bendigo Defensive Index Fund (Fund) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation How are labour standards, social, environmental and ethical factors taken into account? To match or exceed the performance benchmark (before fees). To invest via a selection of index funds and cash that seek to track the performance of selected benchmarks for each asset class. The Fund invests predominantly in income generating defensive assets (Australian fixed interest, international fixed interest and cash) whilst limiting exposure to growth assets (Australian shares, international shares and property securities). Estimated Indirect Cost Ratio (ICR): 0.39% p.a. Buy/sell spread %: +0.20/ -0.20 Fund start date: 1 October 2011 Minimum investment time horizon: 2 years Short term volatility/likelihood of a negative return over one year: Low Range Neutral Australian shares 4-14% 9% International shares 2-12% 7% Property securities 0-9% 4% Australian fixed interest 15-45% 30% International fixed interest 15-35% 25% Cash 10-40% 25% Sandhurst does not take into account labour standards or environmental, social or ethical considerations in the selection of investment manager(s) for the Fund or the selection, retention or realisation of investments comprising the Fund. The investment managers which manage the underlying investments of the Fund also do not take labour standards or environmental, social or ethical considerations into account when selecting, retaining or realising investments of the Fund. 12 Bendigo Superannuation Plan Second Supplementary Product Disclosure Statement

Bendigo Defensive Wholesale Fund (Fund) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation How are labour standards, social, environmental and ethical factors taken into account? To outperform the performance benchmark (before fees). To invest via a selection of high quality investment managers that specialise in managing specific asset classes. The Fund invests predominantly in income generating defensive assets (Australian fixed interest, international fixed interest and cash) whilst limiting exposure to growth assets (Australian shares, international shares and property securities) Estimated Indirect Cost Ratio (ICR): 0.60% p.a. Buy/sell spread %: +0.10/ -0.10 Fund start date: 1 October 2011 Minimum investment time horizon: 2 years Short term volatility/likelihood of a negative return over one year: Low Range Neutral Australian shares 4-14% 9% International shares 2-12% 7% Property securities 0-9% 4% Australian fixed interest 15-45% 30% International fixed interest 15-35% 25% Cash 10-40% 25% Sandhurst does not take into account labour standards or environmental, social or ethical considerations in the selection of investment manager(s) for the Fund or the selection, retention or realisation of investments comprising the Fund. The investment managers which manage the underlying investments of the Fund also do not take labour standards or environmental, social or ethical considerations into account when selecting, retaining or realising investments of the Fund. Sandhurst Trustees Limited 13

Bendigo Growth Index Fund (Fund) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation How are labour standards, social, environmental and ethical factors taken into account? To match or exceed the performance benchmark (before fees). To invest via a selection of index funds and cash that seek to track the performance of selected benchmarks for each asset class. The Fund primarily invests in growth assets with a small exposure to income generating assets. Estimated Indirect Cost Ratio (ICR): 0.45% p.a. Buy/sell spread %: +0.25/ -0.20 Fund start date: 1 October 2011 Minimum investment time horizon: 5 years Short term volatility/likelihood of a negative return over one year: High Range Neutral Australian shares 27-57% 42% International shares 15-45% 30% Property securities 3-13% 8% Australian fixed interest 3-13% 8% International fixed interest 2-12% 7% Cash 0-10% 5% Sandhurst does not take into account labour standards or environmental, social or ethical considerations in the selection of investment manager(s) for the Fund or the selection, retention or realisation of investments comprising the Fund. The investment managers which manage the underlying investments of the Fund also do not take labour standards or environmental, social or ethical considerations into account when selecting, retaining or realising investments of the Fund. 14 Bendigo Superannuation Plan Second Supplementary Product Disclosure Statement

Bendigo High Growth Index Fund (Fund) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation How are labour standards, social, environmental and ethical factors taken into account? To match or exceed the performance benchmark (before fees). To invest via a selection of index funds and cash that seek to track the performance of selected benchmarks for each asset class. The Fund invests in capital growth assets plus a small investment in cash. Estimated Indirect Cost Ratio (ICR): 0.46% p.a. Buy/sell spread %: +0.25/ -0.20 Fund start date: 1 October 2011 Minimum investment time horizon: 7 years Short term volatility/likelihood of a negative return over one year: High Range Neutral Australian shares 35-65% 50% International shares 22-52% 37% Property securities 5-15% 10% Cash 0-10% 3% Sandhurst does not take into account labour standards or environmental, social or ethical considerations in the selection of investment manager(s) for the Fund or the selection, retention or realisation of investments comprising the Fund. The investment managers which manage the underlying investments of the Fund also do not take labour standards or environmental, social or ethical considerations into account when selecting, retaining or realising investments of the Fund. Sandhurst Trustees Limited 15

Bendigo High Growth Wholesale Fund (Fund) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation How are labour standards, social, environmental and ethical factors taken into account? To outperform the performance benchmark (before fees). To invest via a selection of high quality investment managers that specialise in managing specific asset classes. The Fund focuses on investment in capital growth assets through exposure to growth assets. Estimated Indirect Cost Ratio (ICR): 0.99% p.a. Buy/sell spread %: +0.25/ -0.25 Fund start date: 1 October 2011 Minimum investment time horizon: 7 years Short term volatility/likelihood of a negative return over one year: High Range Neutral Australian shares 35-65% 50% International shares 22-52% 37% Property securities 5-15% 10% Cash 0-10% 3% Sandhurst does not take into account labour standards or environmental, social or ethical considerations in the selection of investment manager(s) for the Fund or the selection, retention or realisation of investments comprising the Fund. The investment managers which manage the underlying investments of the Fund also do not take labour standards or environmental, social or ethical considerations into account when selecting, retaining or realising investments of the Fund. 16 Bendigo Superannuation Plan Second Supplementary Product Disclosure Statement

IOOF MultiMix Australian Shares Trust (Trust) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation How are labour standards, social, environmental and ethical factors taken into account? Important notes To provide capital growth over the long term by investing in a diversified portfolio of Australian shares, and to achieve a total return after fees in excess of the S&P/ASX 300 Accumulation Index over a rolling five year period. The Trust generally gains its investment exposure by investing in a well diversified portfolio of Australian share investment managers. The Trust s investments generally provide exposure to stocks within the S&P/ ASX 300 Accumulation Index and aims to be fully invested at all times with cash exposure not exceeding 10% for any length of time. For reasons of investment efficiency, the Trust may gain its exposure by holding units in other IOOF group unit trusts and/or through direct investment holdings. The Trust is authorised to utilise approved derivative instruments subject to the specific restriction that derivative instruments cannot be used to gear the portfolio exposure. Estimated Indirect Cost Ratio (ICR), performance fee excluded: 0.80% p.a. Estimated performance fee: 0.13% p.a. Buy/sell spread %: +0.30/ -0.30 Fund start date: 29 April 2008 Minimum investment time horizon: 5-7 years Short term volatility/likelihood of a negative return over one year: High Range Neutral Australian shares 90-100% 100% Cash 0-10% 0% The investment manager does not generally take into account labour standards or environmental, social or ethical considerations when making investment decisions. However, should investment returns be adversely affected due to poor labour standards or activities considered environmentally, socially or ethically unacceptable, this may influence investment decisions. From time to time, the Trust may invest in other funds or with investment managers that charge performance fees. Performance fees (if applicable) are generally charged as and when incurred by the underlying investment manager and will be charged to investors indirectly through an increase in the ICR of the Trust and incorporated into the daily unit price. Sandhurst Trustees Limited 17

Grant Samuel Epoch Global Equity Shareholder Yield Fund (Hedged) (Fund) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation How are labour standards, social, environmental and ethical factors taken into account? The primary objective of the Fund is to seek to provide a higher level of income relative to the global equities market as a whole. The Fund s goal is to produce an efficient portfolio on a risk/return basis with a dividend yield that exceeds the dividend yield of the MSCI World ex-australia Index, net dividends reinvested, 100% hedged in A$. The Fund will seek to achieve its investment objective by investing in a diversified portfolio consisting primarily of listed global equity securities that have a history of attractive dividend yields and positive growth in free cash flow. The Fund will invest at least 80% of its assets in a portfolio of equity securities consisting of dividend paying companies located throughout the developed world, including Australia. The Fund may also invest up to 20% of its assets in securities issued by companies located in the emerging markets when the investment manager believes they represent attractive investment opportunities. Estimated Indirect Cost Ratio (ICR): 1.30% p.a. Buy/sell spread %: +0.20/ -0.20 Fund start date: 15 May 2008 Minimum investment time horizon: 5 years Short term volatility/likelihood of a negative return over one year: High Range Neutral International shares 90-100% 100% Cash and cash equivalents 0-10% 0% The investment manager does not take into account labour standards or social, environmental or ethical considerations when making investment decisions in respect of the Fund. 18 Bendigo Superannuation Plan Second Supplementary Product Disclosure Statement

IOOF MultiMix International Shares Trust (Trust) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation How are labour standards, social, environmental and ethical factors taken into account? Important notes To provide capital growth over the long term by investing in a diversified portfolio of international shares, and to achieve a total return after fees in excess of the MSCI All Countries World Ex-Australia ($A) Index over a rolling five year period. The Trust generally gains its investment exposure by investing in a well diversified portfolio of international share investment managers. The Trust s investments generally provide exposure to stocks within the MSCI All Countries World Ex-Australia ($A) Index. However, the Trust has the capacity to gain exposure in shares outside the index. The Trust aims to be fully invested at all times with cash exposure not exceeding 10% for any length of time. For reasons of investment efficiency, the Trust may gain its exposure by holding units in other IOOF group unit trusts and/or through direct investment holdings. The Trust is authorised to utilise approved derivative instruments subject to the specific restriction that derivative instruments cannot be used to gear the portfolio exposure. The underlying managers may utilise strategies for the management of currency exposure. It is the strategy of the Trust that part of the international currency exposure may be hedged. The Trust has capacity to apply currency overlay to manage the Trust s currency risk. Estimated Indirect Cost Ratio (ICR), performance fee excluded: 0.90% p.a. Estimated performance fee: 0.06% p.a. Buy/sell spread %: +0.33/ -0.33 Fund start date: 29 April 2008 Minimum investment time horizon: 5-7 years Short term volatility/likelihood of a negative return over one year: High Range Neutral International shares 90-100% 100% Cash 0-10% 0% The investment manager does not generally take into account labour standards or environmental, social or ethical considerations when making investment decisions. However, should investment returns be adversely affected due to poor labour standards or activities considered environmentally, socially or ethically unacceptable, this may influence investment decisions. From time to time, the Trust may invest in other funds or with investment managers that charge performance fees. Performance fees (if applicable) are generally charged as and when incurred by the underlying investment manager and will be charged to investors indirectly through an increase in the ICR of the Trust and incorporated into the daily unit price. Sandhurst Trustees Limited 19

OnePath Wholesale Capital Stable Trust (Trust) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation How are labour standards, social, environmental and ethical factors taken into account? The Trust aims to achieve returns (before fees, charges and taxes) that on average exceed inflation by at least 2.5% p.a., over periods of three years or more. The Trust invests in a diversified mix of Australian and international assets with a strong bias towards defensive assets. The Trust blends active and passive management styles from a selection of leading investment managers. Estimated Indirect Cost Ratio (ICR): 0.75% p.a. of gross asset value Buy/sell spread %: +0.06/ -0.06 Fund start date: 19 May 1998 Minimum investment time horizon: 3 years Short term volatility/likelihood of a negative return over one year: Low Range Neutral Australian shares 10-20% 15% International shares 0-5% 2.5% Property securities 0-5% 1.5% Australian fixed interest 10-50% 30% International fixed interest 5-35% 20% Cash 0-35% 15% Enhanced cash N/A 15% Global property securities 0-5% 1.0% Alternative (defensive) assets 0-5% 0% The investment manager does not take into account labour standards or environmental, social and ethical considerations when appointing specialist investment managers and when selecting counterparties (including a counterparty to an option). 20 Bendigo Superannuation Plan Second Supplementary Product Disclosure Statement

AMP Capital International Bond Fund - Wholesale (Fund) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation How are labour standards, social, environmental and ethical factors taken into account? Important notes To provide total returns (income and capital growth) after costs and before tax, above the Fund s performance benchmark on a rolling three year basis. The Fund takes a multi-manager approach. In structuring the Fund to access global fixed income markets and blend specialist investment managers, the investment manager takes a four-stage investment approach. This involves setting objectives and asset allocation, targeted manager selection, portfolio construction and implementation, and ongoing portfolio and manager review. Estimated Indirect Cost Ratio (ICR): 0.4602% p.a. Buy/sell spread %: +0.25/ -0.25 Fund start date: 6 March 1996 Minimum investment time horizon: 3 years Short term volatility/likelihood of a negative return over one year: Low Neutral International fixed interest 100% Cash 0% The Fund s investment manager does not take labour or environmental standards, social or ethical considerations into account when selecting underlying investment managers. The underlying investment managers do not take into account labour standards or environmental, social or ethical considerations when selecting, retaining or realising investments. Decisions made by the Fund s investment manager and its underlying managers about whether to buy, hold or sell investments are based primarily on economic and investment factors, with environmental, social and ethical considerations and labour standards taken into account only where they may be seen to have a material impact on the value of an investment. Any additional or replacement underlying manager appointed may take these matters into account. A performance fee may be payable to some of the underlying investment managers. This fee is up to 20% of a manager s outperformance above their benchmark index. Performance fees (if applicable) are payable out of the Fund s assets and are incorporated into the unit price. Sandhurst Trustees Limited 21

IOOF MultiMix Diversified Fixed Interest Trust (Trust) Investment objective Investment strategy Fund facts Other fund considerations To provide a low to medium risk income producing investment over the medium term by investing in a diversified portfolio of fixed interest investments, and to achieve a total return after fees in excess of the Trust s benchmark over a rolling three year period. The Trust generally gains its investment exposure by investing in a well diversified portfolio of Australian and international fixed interest investment managers. The underlying fixed interest investments include a range of international and domestic government bonds, corporate debt and asset backed securities. The Trust can also invest in cash, although the cash exposure cannot exceed 25% for any length of time. The Trust is authorised to utilise approved derivative instruments subject to the specific restriction that derivative instruments cannot be used to gear the portfolio exposure. The underlying investment managers may utilise strategies for managing currency exposure. The Trust s overall international fixed interest exposure is generally hedged. The Trust has the capacity to apply a currency overlay to manage the Trust s currency risk. For reasons of investment efficiency, the Trust may gain its exposure by holding units in other IOOF group unit trusts and/or through direct investment holdings. Estimated Indirect Cost Ratio (ICR): 0.49% p.a. Buy/sell spread %: Nil Fund start date: 29 April 2008 Minimum investment time horizon: 2-3 years Short term volatility/likelihood of a negative return over one year: Low to medium Asset allocation Range Neutral Australian fixed interest 25-75% 50% International fixed interest 25-75% 50% Cash and short term securities 0-25% 0% How are labour standards, social, environmental and ethical factors taken into account? The investment manager does not generally take into account labour standards or environmental, social or ethical considerations when making investment decisions. However, should investment returns be adversely affected due to poor labour standards or activities considered environmentally, socially or ethically unacceptable, this may influence investment decisions. 22 Bendigo Superannuation Plan Second Supplementary Product Disclosure Statement

Vanguard Australian Property Securities Index Fund (Fund) Investment objective Investment strategy Fund facts Other fund considerations Asset allocation To track the return (income and capital appreciation) of the S&P/ASX 300 A-REIT Index before taking into account fund fees and expenses. The Fund is managed to closely track the risk characteristics of the index, while minimising transaction costs and effectively managing index changes. The Fund will hold all of the property securities in the index (at most times), allowing for individual security weightings to vary marginally from the index from time to time. The Fund may invest in securities that have been removed from or are expected to be included in the index. Estimated Indirect Cost Ratio (ICR): 0.34% p.a. Buy/sell spread %: +0.20/ -0.20 Fund start date: 27 March 1998 Minimum investment time horizon: 5 years Short term volatility/likelihood of a negative return over one year: High Neutral Australian property securities 100% How are labour standards, social, environmental and ethical factors taken into account? The investment manager does not take into account labour standards, environment, social or ethical considerations when selecting, retaining or realising investments in the Fund. Sandhurst Trustees Limited 23

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Bendigo Superannuation Plan Personal Superannuation Application Form Page A1 Please complete this form using BLOCK LETTERS and a BLACK or BLUE pen. Before you sign this Application Form, the Trustee or your licensed financial adviser is obliged to give you The Bendigo Superannuation Plan Product Disclosure Statement as amended by any supplementary product disclosure statements (the PDS) which contains important information relating to The Bendigo Superannuation Plan (the Plan). The PDS will help you to understand the product and decide if it is appropriate to your needs. Step 1 Member personal details Important Note: Information provided to the Trustee will only be used for the purposes specified in the PDS and on this form. It may be accessed and updated by you through our Customer Service Centre on 1800 033 426. It will only be disclosed to other parties where required by law (eg. to the ATO or other regulatory bodies) or to implement your request (eg. Insurance). If you do not provide all of the requested information we may not be able to action your request. Title Surname Given name(s) Current residential address Town/Suburb State Postcode Telephone (hm) Telephone (wk) Mobile Email Date of birth / / Sex Tax File Number (TFN * ) * Please read the information on Collection of TFNs in the Taxation section of this PDS about the consequences of not providing your TFN. Please provide your Employer s details if they will be making contributions for you to the Plan. Employers Name Employers phone Step 2 Spouse details (if applicable) I (the member) declare I am the eligible spouse of the person nominated below. I also declare that I satisfy the eligibility criteria for receiving eligible spouse contributions or splittable contributions from this person, as set out under the heading How to get started in The Personal Superannuation Plan section of the PDS. I agree to notify the Trustee immediately if I cease to be the spouse of the person nominated below. Name of spouse Sex Declaration by spouse of the member I declare that the member is my eligible spouse. I also declare that I satisfy the eligibility criteria for making a spouse contribution, as set out under How to get started in The Personal Superannuation Plan section of the PDS, and the contribution is a post-tax contribution for which I am not eligible to claim a tax deduction. I agree to notify the Trustee immediately if I cease to be the spouse of the member and to cease making contributions to this account immediately. Spouse signature Date / / Step 3 Investment strategy Please advise us of your investment selections. Please enter the Investment Code as per the Investment Options form on pages 8 and 9 of this second supplementary product disclosure statement or refer to the website for the ASX Code for Direct Investments. If there is insufficient space, please complete the Investment Authority form on pages A11 to A14 of this second supplementary product disclosure statement. If you do not complete this section or the Investment Authority, the Standard Investment Strategy for your age will apply. (Refer to the Investments section of the PDS.) Investment code Investment name Percentage allocation Amount $ Step 4 Contribution eligibility. %,.. %,.. %,. I am under 65 years of age. OR I am at least age 65 and under age 75. I have worked at least 40 hours in not more than 30 consecutive days during this financial year. Sandhurst Trustees Limited ABN 16 004 030 737 AFSL No 237906 is the trustee and issuer of The Bendigo Superannuation Plan ABN 57 526 653 420 The Bendigo Superannuation Plan Second Supplementary Application form