Registrable superannuation entity licensees

Current executive officers

Mr George Venardos *On leave

B.Com, FCA, FGIA, FAICD, FTIA

Non-Executive Director of:

1. IOOF Investment Management Limited since 23 June 2009
2. Australian Executor Trustees Limited since 24 January 2008
3. Questor Financial Services Limited since 24 January 2008^#

Mr Venardos is an experienced director with broad listed company experience across a range of different industries including financial services, affordable leisure, oil and gas services and technology development.

Mr Venardos has over 30 years’ experience in executive roles in financial services, insurance and funds management. For a period of ten years, Mr Venardos was the Chief Financial Officer of Insurance Australia Group, and Chairman of the Insurance Council of Australia’s Finance and Accounting Committee.

Mr Venardos was a director of Miclyn Express Offshore Ltd from 2010 to 2013, Bluglass Ltd from 2008 to 2016 and Ardent Leisure Group from 2009 to 2017.

Other current listed directorships

• Director of IOOF Holdings Ltd since 2009

Significant non-listed directorships

• Chairman of Guild Group
• Director of Cuscal Ltd
• Director of Lawcover Pty Ltd

Special responsibilities

• Chairman of IOOF Holdings Ltd (since 2016)
• Member of the Remuneration Committee
• Member of the Group Audit Committee
• Chair of the Nominations Committee

Director's fees*

• 2017 – Cash salary $25,209.68, Super $2,394.92
• 2018 – Cash salary $47,064.22, Super $4,471.10

_{* Directors sit on multiple Boards and Committees within the IOOF Group. The 2017 and 2018 remuneration figures represent an apportionment of the Director’s salary based on the amount of time spent at Board meetings of the RSE Licensees. It does not reflect the total remuneration package received by Directors for their directorships across the IOOF Group. For further information on the total remuneration package of Directors in FY2018 please refer to the Remuneration Report that forms part of the IOOF Holdings Ltd Annual Financial Report.
# On 19 June 2018 the Questor licence was cancelled by APRA following the wind-up of its RSE effective from 30 June 2016.}

Ms Elizabeth Flynn

LL.B, Grad Dip AppCorpGov, FAICD, FGIA, FCIS, F Fin

Non-Executive Director of:

1. IOOF Investment Management Limited since 15 September 2015 (Ended 31 January 2017, Reappointed 29 August 2017)
2. Australian Executor Trustees Limited since 15 September 2015 (Ended 17 March 2017, Reappointed 29 August 2017)
3. Questor Financial Services Limited since 15 September 2015^#

Ms Flynn has more than 30 years' experience in the financial services industry, including roles within law and corporate governance as well as executive responsibilities. From 1998 to 2010, Ms Flynn was the Chief Legal Counsel, Group Compliance Manager and Group Company Secretary of financial services group Aviva Australia, and a director of NULIS Nominees, Aviva Australian's superannuation trustee company. Prior to her time at Aviva, Ms Flynn spent 18 years as a commercial lawyer with Minter Ellison, including 8 years as a partner, specialising in managed funds, banking, securitisation and superannuation.

Ms Flynn was a director of Bennelong Funds Management Limited from 2010 to 2015. Ms Flynn also has a part-time role as General Counsel & Company Secretary of Save the Children Australia.

Other current listed directorships

• Member of IOOF Holdings Ltd Board since 2015

Significant non-listed directorships

• AIA Australia Limited
• Victorian Government’s Emergency Services Superannuation Board
• Sovereign Assurance Company Limited

Special responsibilities

• Member of the Remuneration Committee
• Member of the ARE Audit Committee
• Chair of the Risk and Compliance Committee

Director's fees*

• 2017 – Cash salary $11,140.08, Super $1,058.31
• 2018 – Cash salary $26,288.66 Super $2,497.42

_{* Directors sit on multiple Boards and Committees within the IOOF Group. The 2017 and 2018 remuneration figures represent an apportionment of the Director’s salary based on the amount of time spent at Board meetings of the RSE Licensees. It does not reflect the total remuneration package received by Directors for their directorships across the IOOF Group. For further information on the total remuneration package of Directors in FY2018 please refer to the Remuneration Report that forms part of the IOOF Holdings Ltd Annual Financial Report.
# On 19 June 2018 the Questor licence was cancelled by APRA following the wind-up of its RSE effective from 30 June 2016.}

Mr John Selak

DipAcc, ICAA, FCA.

Non-Executive Director of:

1. IOOF Investment Management Limited since 31 January 2017
2. Australian Executor Trustees Limited since 31 January 2017

Mr Selak has over 40 years’ experience in the financial and advisory services industry. From 2000 to 2016 he was a partner in the Corporate Finance Practice of Ernst & Young, providing valuation services to a broad range of local and international clients and also serving on their Global Corporate Finance Executive.

In addition to his business and commercial activities, Mr Selak has been active in the community and not-for-profit sectors including being awarded a Paul Harris Fellowship by Rotary International for his services to the community. Mr Selak is also a founding director of The Family Peace Foundation.

The appointment of Mr Selak will ensure that the board maintains its corporate finance, M&A and governance skill set and complements existing Board expertise and business acumen.

Other current listed directorships

• Member of IOOF Holdings Ltd Board since 2016

Former listed directorships in the last 3 years

N/A

Significant non-listed directorships

• Chairman of Corsair Capital
• Director of National Tiles
• Turosi Food Services

Special responsibilities

• Chairman of ARE Audit Committee
• Member of the Audit Group Committee

Director's fees*

• 2017 – Cash salary $10,730.74, Super $1,019.42
• 2018 – Cash salary $29,191.92, Super $2,773.23

_{* Directors sit on multiple Boards and Committees within the IOOF Group. The 2018 remuneration figures represent an apportionment of the Director’s salary based on the amount of time spent at Board meetings of the RSE Licensees. It does not reflect the total remuneration package received by Directors for their directorships across the IOOF Group. For further information on the total remuneration package of Directors in FY2018 please refer to the Remuneration Report that forms part of the IOOF Holdings Ltd Annual Financial Report.}

Ms Jane Harvey

B.Com, MBA, FCA, FAICD

Non-executive Director of:

1. IOOF Investment Management Limited since 14 December 2005 (Ended 21 March 2017)
2. Australian Executor Trustees Limited since 1 May 2009 (Ended 31 January 2017)
3. Questor Financial Services Limited since 1 May 2009^#

Ms Harvey has more than 30 years’ experience in the financial and advisory services industry. Prior positions include as a Partner at PricewaterhouseCoopers, a Director of David Jones Limited from 2012 to 2014, a Director of UGL Limited from 2015 to 2017, and as a Director of DUET Finance Limited, a stapled entity within the ASX Listed DUET Group from 2013 to 2017. Jane was also appointed as a Director of Dulux Group Limited on 1 February 2018.

Other current listed directorships

• Member of IOOF Holdings Ltd Board since 2005
• DuluxGroup Limited (effective 1 February 2018)

Significant non-listed directorships

• Bupa Health Services Pty Ltd
• Colonial Foundation Ltd

Special responsibilities

• Member of the Colonial Foundation Trust
• Member of the Nominations Committee
• Chair of the Group Audit Committee

Director's fees*

• 2017 – Cash salary $10,647.70, Super $1,011.53
• 2018 – Cash salary $0, Super $0

_{* Directors sit on multiple Boards and Committees within the IOOF Group. The 2018 remuneration figures represent an apportionment of the Director’s salary based on the amount of time spent at Board meetings of the RSE Licensees. It does not reflect the total remuneration package received by Directors for their directorships across the IOOF Group. For further information on the total remuneration package of Directors in FY2018 please refer to the Remuneration Report that forms part of the IOOF Holdings Ltd Annual Financial Report.
# On 19 June 2018 the Questor licence was cancelled by APRA following the wind-up of its RSE effective from 30 June 2016.}

Mr Allan Griffiths

BBus, DipLl

Non-Executive Director of:

1. IOOF Investment Management Limited since 23 June 2009 (Ended 31 January 2017)
2. Australian Executor Trustees Limited since 24 January 2008 (Ended 31 January 2017)
3. Questor Financial Services Limited since 24 January 2008^#

Allan was appointed to the board of IOOF Holdings Ltd on 14 July 2014 as an Independent Non-Executive Director.

Mr Griffiths has more than 30 years’ experience with a deep understanding of the financial services industry. Mr Griffiths has held a number of executive positions within the industry most notably as Chief Executive Officer Aviva Australia and later, Managing Director South East Asia, Aviva Asia Pte Ltd based in Singapore. Prior to joining Aviva, he held executive positions with Colonial Ltd and Commonwealth Bank of Australia.

Other current listed directorships

• Member of IOOF Holdings Ltd Board since 2014

Significant non-listed directorships

• Chairman of Westpac/BT Insurance Boards
• Chairman of Metrics Credit Partners
• Director of CARE Australia

Special responsibilities

• Member of the Risk and Compliance Committee
• Member of the Group Audit Committee
• Chair of the Remuneration Committee

Director's fees*

• 2017 – Cash salary $10,316.14, super $980.03
• 2018 – Cash salary $0, Super $0

_{* Directors sit on multiple Boards and Committees within the IOOF Group. The 2018 remuneration figures represent an apportionment of the Director’s salary based on the amount of time spent at Board meetings of the RSE Licensees. It does not reflect the total remuneration package received by Directors for their directorships across the IOOF Group. For further information on the total remuneration package of Directors in FY2018 please refer to the Remuneration Report that forms part of the IOOF Holdings Ltd Annual Financial Report.
# On 19 June 2018 the Questor licence was cancelled by APRA following the wind-up of its RSE effective from 30 June 2016.}

Mr Christopher Kelaher – Chief Executive Officer *On leave

B.Ec, LL.B, F Fin.

Mr Kelaher is the Managing director of IOOF Holdings Ltd. He was appointed as Managing Director in 2009, after IOOF’s merger with Australian Wealth Management Limited (AWM), a company he had led since 2006. He resigned as Director of the IOOF Ltd, IOOF Investment Management Limited and Australian Executor Trustees Limited Boards effective 1 September 2018 but remains Group Managing Director and a Responsible Person of these entities.

Prior to AWM, Mr Kelaher was the CEO of Select Managed Funds Limited for nine years, a private company which was brought to market in 2005 and in turn ultimately merged with AWM in 2006. In the following periods, he has been instrumental in executing multiple mergers and acquisitions that have added materially to the IOOF Group and its antecedent businesses. Mr Kelaher has extensive capital markets experience from his time during the late 1980s with Citicorp where he oversaw the establishment of Citicorp Investment Management and Global Asset Management business in Australia and New Zealand.

He holds a Bachelor of Economics and a Bachelor of Laws from Monash University and is a Fellow of the Financial Services Institute of Australia.

Other current listed directorships

• Managing Director of IOOF Holdings Ltd since 2009

Special responsibilities

• Member of the Nominations Committee
• Chief Executive Officer of IOOF Ltd, IOOF Investment Management Limited and Australian Executor Trustees Limited since 1 September 2018

Director's fees*

• 2017 – Cash salary $8,377.50, Super $795.86
• 2018 – Cash salary 9,771.50, Super $928.29

_{* Directors sit on multiple Boards and Committees within the IOOF Group. The 2017 and 2018 remuneration figures represent an apportionment of the Director’s salary based on the amount of time spent at Board meetings of the RSE Licensees. It does not reflect the total remuneration package received by Directors for their directorships across the IOOF Group. For further information on the total remuneration package of Directors in FY2018 please refer to the Remuneration Report that forms part of the IOOF Holdings Ltd Annual Financial Report.}

Mr Martin Walsh

B.Com, FCA, GAICD, FGIA

Non-Executive Director of:

1. IOOF Investment Management Limited since 31 January 2017
2. Australian Executor Trustees Limited since 31 January 2017

Mr Walsh has been an international partner and advisor for 35 years in assurance and advisory services, with previous roles held at both Ernst & Young and Deloitte in Australia, PNG, South Korea and the US. During his career, he has acquired experience in Superannuation, Asset Management and Trustee Services, including assurance, operational due diligence, strategy, risk, compliance and governance.

Mr Walsh holds a Bachelor of Commerce from Melbourne University, is a Fellow of the Institute of Chartered Accountants and the Governance Institute as well as being a Graduate Member of the Institute of Company Directors. He is currently a Director of The Royal Australian College of General Practitioners and was formerly a Director of State Super Financial Services Australia Limited and Hastings Funds Management Limited. He is also a Director of Surf Life Saving Australia Ltd and Chair of the National Surf Life Saving Foundation.

Other current listed directorships

N/A

Former listed directorships in the last 3 years

N/A

Special responsibilities

• Member of ARE Audit Committee (Ended 6 September 2018)
• Acting Chair of IOOF Investment Management Limited, Australian Executor Trustees Limited and IOOF Ltd

Director's fees*

• 2017 – Cash salary $11,483.35, Super $1,090.92
• 2018 – Cash salary $36,580.64, Super $3,475.16

_{* Directors sit on multiple Boards and Committees within the IOOF Group. The 2018 remuneration figures represent an apportionment of the Director’s salary based on the amount of time spent at Board meetings of the RSE Licensees. It does not reflect the total remuneration package received by Directors for their directorships across the IOOF Group. For further information on the total remuneration package of Directors in FY2018 please refer to the Remuneration Report that forms part of the IOOF Holdings Ltd Annual Financial Report.}

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Superannuation Trustee Executive Officers

Remuneration

Financial Year 2016/2017

• David Coulter – Cash salary $420,384, Super $19,616
• Stephen Merlicek* – Cash salary $406,948, Super $17,352
• Renato Mota – Cash salary $480,384 Super $19,616
• Gary Riordan – Cash salary $447,048, Super $19,616

Financial Year 2017/2018

• David Coulter – Cash salary $439,941, Super $20,049
• Renato Mota – Cash salary $499,951, Super $20,049
• Gary Riordan – Cash salary $455,911, Super $20,049
• Daniel Farmer – Cash salary $311,451, Super $20,049

_{* Stephen Merlicek ceased employment with the Group on 3 July 2017 and received a termination payment of $160,077. He was replaced by Dan Farmer.
The above information represents the fixed cash salary and superannuation for each Superannuation Trustee Executive Officer and does not reflect the total remuneration received. These individuals are also eligible for bonuses, performance rights and other benefits in performing their role. For further information on the total remuneration package of Superannuation Trustee Executive Officers for FY2018, please refer to the Remuneration Report that forms part of the IOOF Holdings Ltd Annual Financial Report.}

^{# On 19 June 2018 the Questor licence was cancelled by APRA following the wind-up of its RSE effective from 30 June 2016.}