Insignia Financial Shareholders are being asked to consider and vote on the Scheme, for the acquisition by Daintree BidCo of Insignia Financial Shares.

The vote on the Scheme will occur at the Scheme Meeting. The terms of the Scheme are set out in full in Annexure C of the Scheme Booklet. See also section 4 of the Scheme Booklet for more details.

The Scheme is a scheme of arrangement between Insignia Financial and Scheme Participants. If the Scheme becomes Effective, Daintree BidCo will acquire all Insignia Financial Shares and Insignia Financial will become an indirectly wholly-owned subsidiary of Daintree TopCo.

A “scheme of arrangement” is a statutory procedure that can be used to enable one company to acquire another company. It requires a vote in favour of the Scheme by a Requisite Majority of Insignia Financial Shareholders at a meeting of Insignia Financial Shareholders and Court approval.

The terms of the Scheme are set out in full in Annexure C of the Scheme Booklet. See also section 4 of the Scheme Booklet for more details.

Implementation of the Scheme is subject to satisfaction or waiver (where applicable) of several Conditions Precedent contained in the Scheme Implementation Deed, set out in section 4.5 of the Scheme Booklet.

As at the date of the Scheme Booklet, the Insignia Financial Directors are not aware of any reason why any condition to the Scheme will not be satisfied.

Reasons why you may consider voting in favour of the Scheme are set out in full in section 2.1.

Reasons why you might consider not voting in favour of the Scheme are set out in full in section 2.2.

Since the Scheme was announced, no Superior Proposal has emerged. Given the time that has elapsed since the initial Daintree BidCo Proposal was announced on 6 January 2025, the Insignia Financial Directors’ view is that a Superior Proposal is unlikely to emerge prior to the Scheme Meeting.

See section 2.1.4 of the Scheme Booklet for further details.

The Scheme Implementation Deed may be terminated in certain circumstances, details of which are summarised in section 9.13 of the Scheme Booklet. If the Scheme Implementation Deed is terminated, the Scheme will not proceed.

Under the Scheme Implementation Deed, Insignia Financial must pay to Daintree BidCo the Break Fee (which is an amount equal to $32.6 million) if certain events occur. These events (and other key terms of the Break Fee provisions in the Scheme Implementation Deed) are summarised in section 9.13.5 of the Scheme Booklet.

Daintree BidCo must also pay to Insignia Financial the Reverse Break Fee (which is an amount equal to $32.6 million) if certain events occur. These events (and other key terms of the Reverse Break Fee provisions in the Scheme Implementation Deed) are summarised in section 9.13.6 of the Scheme Booklet.

There are a number of general risks, as well as risks specific to Insignia Financial and/or the industries in which it operates, which could materially adversely affect the future operating and financial performance of Insignia Financial, as well as the value of Insignia Financial and the potential for any future dividends to be declared and paid by Insignia Financial.

Section 7 (Risk Factors) of the Scheme Booklet outlines:

• general investment risks (refer to section 7.2);
• specific risks associated with your current investment in Insignia Financial (refer to section 7.3);
• risk factors relating to the Scheme (refer to section 7.4); and
• risk factors if the Scheme does not proceed (refer to section 7.5).

However, section 7 (Risk Factors) of the Scheme Booklet is a summary only. There may be additional risks and uncertainties not currently known to Insignia Financial which may also have a material adverse effect on Insignia Financial’s financial and operational performance now or in the future.

You should read the Scheme Booklet carefully in its entirety and then vote or appoint a proxy to vote on your behalf. Full details of who is eligible to vote are set out in section 4.8 of the Scheme Booklet and details of how to vote are set out in section 4.7 of the Scheme Booklet.