If you decide not to participate in the Buy-Back you are not required to take any action and your Shareholding in IBC will not change.

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1 Chairman's letter Dear Shareholder Buy-Back Booklet At Ironbark Capital Limited s (IBC) General Meeting held on 30 April 2015, shareholders approved an equal access off-market share buy-back of issued shares (Buy-Back). The enclosed booklet outlines the details and timetable for the Buy-Back and the necessary forms to be completed should you wish to participate in the Buy-Back. Shareholders are not required under the Buy-Back to sell any shares and you can remain a Shareholder of IBC. Shareholders can elect to not participate in the buy-back or sell some or all of their shares at a price equal to the net tangible asset backing per share less transaction costs and expenses and excluding the deferred tax asset of IBC. However, in the unlikely event that net tangible assets of IBC would fall below $35 million as a result of IBC's acceptance tenders under the Buy-Back, tenders will be scaled back on a pro rata basis. The scale back will be adopted so as to maintain a minimum amount of net tangible assets for IBC to ensure its continued viability as an ASX listed company. The scale back has been included so that the Buy-Back is consistent with the regulatory policy to facilitate buy-backs through an off-market tender process. Your directors make no recommendation whether you should participate in the Buy-Back as this is an individual Shareholder decision. The directors of IBC intend to remain shareholders of IBC and retain a significant proportion of each of their shares in IBC. Kaplan Partners Pty Ltd (Kaplan), IBC's largest shareholder, has advised IBC that it does not intend to participate in the Buy-Back (if approved) and that it intends to retain its entire shareholding as it supports IBC. If you decide not to participate in the Buy-Back you are not required to take any action and your Shareholding in IBC will not change. Enquiries concerning the Buy-Back should be made to the Company Secretary, Jill Brewster on within Australia or from outside Australia between the hours 9.00 am to 5.00 pm (Sydney time), Monday to Friday. Yours Sincerely Michael Cole Chairman Ironbark Capital Limited

2 Ironbark Capital Limited (ACN ) Off-Market Buy-Back Booklet This is an important document and requires your urgent attention. If you are in any doubt as to how to deal with this Booklet, please consult your legal, financial, taxation or other professional adviser immediately. If you have recently sold all of your Shares, please disregard all enclosed documents.

3 Important Notices General This Booklet is dated 15 May Ironbark Capital Limited (IBC) is offering Eligible Shareholders the opportunity to participate in an off-market buy-back of part or all of their issued Shares (Buy-Back). The Buy-Back was approved by Shareholders at the general meeting held on 30 April You should read this Booklet in its entirety before making a decision on whether to participate in the Buy-Back. Defined terms Capitalised terms in this Booklet are defined either in the Glossary in Section 6 of this Booklet or where the relevant term is first used. References to dollars, cents or $ are references to the lawful currency of Australia. Any discrepancies between the totals and the sum of all the individual components in the tables contained in this Booklet are due to rounding. If you decide not to participate in the Buy- Back, you do not need to do anything. If you decide to participate in the Buy-Back, your Tender must be received by the Registry by no later than 5:00 pm (AEST) on the Closing Date (19 June 2015). Purpose of this Booklet The purpose of this Booklet is to provide important information regarding the Buy-Back and is provided to assist Shareholders in making an informed decision about whether to participate. Eligibility Shareholders (other than Excluded Foreign Persons) who hold Shares on the Record Date (12 May 2015) will be entitled to participate in the Buy-Back. Participation in the Buy-Back is voluntary. Shareholders do not have to participate in the Buy- Back if they do not want to. ASIC and ASX A copy of this Booklet has been lodged with ASX and ASIC. None of ASX, ASIC or any of their officers takes any responsibility for the contents of this Booklet. Investment decisions This Booklet does not take into account the investment objectives, financial situation, tax position and requirements of any particular person. This Booklet should not be relied on as the sole basis for any investment decision in relation to Shares. Independent financial and taxation advice should be sought before making any decision to invest in IBC or in relation to the Buy-Back. It is important that you read the entire Explanatory Memorandum and this Booklet before making any investment decision. In particular, it is important that Members consider the possible disadvantages of participating in the Buy-Back and the risk factors identified in Section 3. Shareholders should carefully consider these factors in light of their particular investment objectives, financial situation, tax position and requirements. If Shareholders are in any doubt on these matters, they should consult their legal, financial, taxation or other professional adviser before deciding whether to participate in the Buy- Back. Past performance is no indication of future performance. Forward looking statements This Booklet may include certain prospective financial information based on current expectations about future events. Any prospective financial information is, however, subject to risks, uncertainties and assumptions that could cause actual results to differ materially from the expectations described in such prospective financial information. Factors which may affect future financial performance include, among other things, those identified in Section 3. Any assumptions on which prospective financial information is based may prove to be incorrect or may be affected by matters not currently known to, or considered material by, IBC. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. None of IBC, the officers of IBC or any person named in this Booklet makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement. You are cautioned not to place undue reliance on any such statements. Any forward looking statement in this Booklet reflects views held only as at the date of this Booklet. Electronic document This Booklet may be viewed online at A paper copy of this Booklet has been provided to all Shareholders and will be provided free of charge to any person who requests a copy by contacting IBC.

4 IMPORTANT DATES AND TIMES Ex-Date 8 May 2015 Record Date 12 May 2015 Date of this Buy-Back Booklet / despatch to all Shareholders 15 May 2015 Opening Date 15 May 2015 Last date for withdrawal of Tenders 19 June 2015 Closing Date 5:00 pm (Sydney time) 19 June 2015 Determination and announcement of Buy-Back Price 17 July 2015 Buy-Back Date 27 July 2015 Settlement / dispatch of payment 30 July 2015 The above dates are subject to change and are indicative only. While IBC does not anticipate any changes to these dates, it reserves the right to change them without prior notice to Shareholders. Subject to the Corporations Act and the Listing Rules, any change to these dates and times will be publically announced on ASX as soon as it is reasonably practicable to do so. IBC also reserves the right to terminate the Buy-Back at any time prior to the date on which IBC enters into Buy-Back Contracts with Shareholders by making an announcement to the ASX to that effect.

5 HOW TO PARTICIPATE It is your choice whether or not to participate in the Buy-Back. If you choose NOT to participate in the Buy-Back, you do not need to take any action, and the number of Shares you hold will not change as a result of the Buy-Back. If you DO choose to participate in the Buy-Back: You can choose to Tender some or all of your Shares. This means you are willing to sell your Shares at the Buy-Back Price; You will not have to pay brokerage when dealing directly with IBC or appoint a stockbroker to sell your Shares. To participate in the Buy-Back, you need to: STEP 1 STEP 2 Decide how many Shares you wish to sell. Submit your Tender by completing the enclosed Tender Form. Further details regarding each of these steps are set out in Section 2. Enquiries If you have any questions in relation to the Buy-Back or the content of this Booklet, please call the Company Secretary, Jill Brewster on within Australia or from outside Australia between the hours 9.00 am to 5.00 pm (Sydney time), Monday to Friday. Definitions and Interpretation Some words used in this Booklet have defined meanings. Section 6 defines the capitalised words used throughout this Booklet. Further Advice This document does not provide financial product advice and has been prepared without taking into account your particular objectives, financial situation or needs. You should consider obtaining independent advice before making any financial decisions.

6 TABLE OF CONTENTS CLAUSE PAGE Important Notices Important dates and times How to participate Contents 1. Overview of the Buy-Back and Tender Process How do I participate in the Buy-Back? Buy-Back Relevant considerations Australian Tax Implications for Shareholders Additional information regarding Buy-Back Glossary... 31

7 1. OVERVIEW OF THE BUY-BACK AND TENDER PROCESS 1.1 What is a buy-back? Under a buy-back, a company buys back its own shares from its shareholders. Any shares bought back are cancelled, with the result that the number of shares on issue is reduced by the number of shares bought back. 1.2 Why is IBC implementing a buy-back? At IBC s General Meeting held on 30 April 2015, Shareholders approved an equal access off-market Buy-Back of Shares. IBC now intends to implement the Buy-Back through an off-market tender process. At the time of the 2011 annual general meeting (2011 AGM), IBC Shares had been trading at a large discount to IBC's net tangible asset (NTA) backing per share for a sustained period as indicated in the chart below. The Directors at that meeting offered to convene a general meeting for Shareholders to authorise a buy-back by off-market tender process in which Shareholders may, but are not obliged to participate (the Buy-Back) between 30 June 2014 and 30 April 2015 in order to give Shareholders who wish to sell some or all of the Shares the opportunity to do so at a price equal to IBC's net tangible asset (NTA) backing per Share less transaction costs associated with the proposed Buy- Back (Proposal). The Directors nominated the approximately three year period between the 2011 AGM and the proposed time for implementation of the Buy-Back so that Shareholders would have an appropriate period over which to evaluate the performance of IBC. This proposal was approved by Shareholders at the 2011 AGM and a new rule 4.12 was inserted in IBC's constitution to give effect to this proposal. The Directors consider that the proposed Buy-Back is a very effective way to provide liquidity to Shareholders at the NTA of their Shares for those Shareholders who wish to dispose of some or all of their Shares. The Buy-Back is subject to scale back on a pro-rata basis in the unlikely event that the level of participation in the Buy-Back by Shareholders would mean that the NTA of IBC would fall below $35 million as a result of IBC's acceptances of tenders under the Buy-Back (Buy-Back Limit). The Buy-Back Limit has 1

8 been adopted so as to maintain a minimum amount of NTA for IBC to ensure its continued viability as an ASX listed company. The Buy-Back is a company-sponsored means to enable Shareholders to exit all or part of their investment at a price close to NTA if they wish to (subject to the Buy-Back Limit). Your Directors make no recommendation regarding whether you should participate in the Buy-Back as this is an individual shareholder decision. The Directors believe that the existence of the Proposal has assisted with closing the gap between IBC's NTA and share price. It is the Board's intention to offer shareholders the opportunity to have their shares bought back every 3 years for this purpose. For reference in this regard, the chart on the previous page shows a comparison of IBC s Share price as against NTA over the previous twelve years highlighting the closure in the gap since What are the terms of the Buy-Back? (a) Buy-Back IBC is conducting this Buy-Back through an off-market tender process. All Shareholders eligible to participate in the Buy-Back will be able to submit offers to sell their Shares (Tenders) at the Buy-Back Price. Shareholders have a period of 1 month to elect to participate in the Buy-Back. At the end of the Tender Period, IBC will accept all valid offers from Shareholders (other than Excluded Foreign Shareholders), subject to the Buy-Back Limit. In the unlikely event that net tangible assets of IBC would fall below $35 million as a result of IBC's acceptance of Tenders under the Buy-Back, Tenders will be scaled back on a pro rata basis. (b) Participation is voluntary Participation in the Buy-Back is voluntary. Shareholders who do not wish to participate in the Buy-Back need not take any further action in relation to the Buy- Back. (c) Entitlement to participate The Buy-Back is available for Tender by Shareholders (other than Excluded Foreign Shareholders) who were on the register of members of IBC on the Record Date (Tuesday, 12 May 2015) (in accordance with the ASTC Settlement Rules). You may tender all or any number of your Shares. Shares acquired on the ASX on or after the Buy-Back Ex-Entitlement Date (8 May 2015) will not be registered in your name by the Record Date and so will not carry an entitlement to participate in the Buy-Back. Excluded Foreign Persons are not eligible to participate in the Buy-Back. Excluded Foreign Shareholders are Shareholders who reside in a jurisdiction outside Australia and IBC considers it would be unreasonable to make the Buy-Back available to the Shareholder having regard to the number of Shareholders in that jurisdiction, the number and value of Shares held by Shareholders in that jurisdiction; and the cost of complying with legal requirements, and the requirements of any relevant regulatory authority in making the invitation, in that jurisdiction. On this basis, IBC presently considers it would be unreasonable to make the Buy-Back available to shareholders who reside in a jurisdiction outside Australia and those Shareholders will be deemed Excluded Foreign Shareholders. 2

9 (d) Buy-Back Price The Buy-Back Price will be an amount equal to the NTA per Share after deduction of transaction costs associated with the Buy-Back and excluding the deferred tax asset of IBC. An explanation of the Buy-Back Price and an example calculation of the Buy-Back Price is set out below. NTA How is NTA determined? A company s NTA is the net assets of the company, i.e. assets less liabilities. Consistent with its obligations as a listed investment company, IBC reports its monthly NTA per share to the ASX. The calculation of the Buy-Back Price is based on the net tangible assets of IBC, after deduction of transaction costs associated with the Buy-Back and excluding the deferred tax asset of IBC, which is then divided by the number of Shares. IBC's main assets, as with all listed investment companies, consist of its investment portfolio, which for IBC represents approximately 50 securities quoted on the ASX. At the end of the Tender Period, IBC will estimate the Buy-Back Price based on the number of Tenders IBC receives and IBC's net tangible assets based on its most recent management accounts. IBC will then sell investments as necessary over a period of 20 Business Days after the close of the Tender Period and draw on cash reserves to fund its expected payment obligations under the Buy-Back. After that process has been completed, IBC will then determine and announce the Buy-Back Price on the date that is 20 Business Days after the close of the Tender Period, based on the NTA and realisation costs and excluding deferred tax assets and determined once the sale process has completed. Why isn't the Buy-Back Price a fixed price or measured against the price of Shares on ASX? The purpose of the Buy-Back is to provide Shareholders with an opportunity to exit all or part of their investment at a price close to NTA (subject to any scale back). Shares in in IBC have continued to trade on the ASX at a discount to NTA, although the gap has closed in recent months due to the performance of IBC and the commitment to the Buy-Back. The Buy-Back Price has not been set as a fixed price because any fixed price set could, depending on the performance of IBC's trading portfolio, be more or less than IBC's NTA after the Tender Period closes. For example: if the buy-back price were a fixed price per Share and that price is lower than NTA per Share after the Tender Period closes, then Shareholders who elected to participate in the Buy-Back would be disadvantaged by participating in the Buy-Back; and if the buy-back price were a fixed price per Share and that price was higher than NTA per Share after the Tender Period closes, then existing Shareholders would be disadvantaged by IBC having to pay more than NTA per Share to fund its payment obligations under the Buy-Back. 3

10 When will the Buy-Back Price be determined and announced? The actual Buy-Back Price will not be determined and announced until 20 Business Days after the Buy-Back Tender Period closes. The reason that the Buy-Back Price will be announced 20 Business Days after the Tender Period closes is because IBC will fund its obligation to pay Shareholders participating in the Buy-Back the Buy-Back Price by selling investments in its trading portfolio, and NTA will be calculated after that process has occurred so that the Buy-Back Price accurately reflects NTA, less transaction costs and excluding the deferred tax asset of IBC. Shareholders that intend to participate in the Buy-Back are cautioned that the calculation of the Buy-Back Price exposes them to fluctuations in the market for investments held by IBC between their Tender into the Buy-Back and determination of the Buy-Back Price. Transaction costs Transaction costs (inclusive of estimated investment realisation costs) are presently estimated to be in the order of 0.11 cents per Share. The actual transaction costs incurred will depend on the amount of Tenders received by IBC to participate in the Buy-Back. Please see section 3.7 for further detail in respect of the costs comprising the estimated transaction costs. Deferred tax asset Deferred tax assets represent the amounts of income taxes recoverable in future periods in respect of carried forward unused tax losses including unrealised tax losses on current investments and temporary differences. As deferred tax assets are recoverable in future periods, the realisation of deferred tax assets is uncertain and dependent on the future profitability of IBC and therefore their value is of benefit to those Shareholders who are not participating in the Buy-Back. Special dividend The Buy-Back Price paid to Shareholders to buy back their Shares may contain two components for Australian tax purposes: a capital component and a deemed dividend component. The deemed dividend component (if any) may be eligible to be treated as a franked dividend for tax purposes. If the Buy-Back Price is greater than both the Average Capital Per Share and the Tax Value per Share, part of the deemed dividend component of the Buy-Back Price may be an unfrankable dividend. In the event that the NTA is greater than both cents per Share, (being the Average Capital Per Share) and the Tax Value, the Directors of IBC may declare a special fully franked dividend to all Shareholders on the date of calculation of the NTA. If declared, this may have the effect of reducing any unfranked dividend component of the Buy-Back Price. Any special dividend would be franked in accordance with the imputation rules. The record date for any special dividend would be set at a date prior to IBC's acceptance of any Tender from Shareholders so that it is available to all Shareholders, including Shareholders who elect to participate in the Buy-Back. If the Directors declare such a dividend, all Shareholders, including any who choose to participate in the Buy-Back, will be entitled to receive the special dividend. See section 3.13 for further details. 4

11 (e) Example of how the Buy-Back Price is determined Example Buy-Back Price calculation as at 31 December 2014 Cents per Share Net Tangible Assets Less: Transaction costs Less: Deferred tax asset (0.11) (0.38) Estimated Buy-Back Price Share Price on the ASX as at 31 December Additional considerations in relation to example calculation Using the above example, the price at which the Buy-Back would have been offered based on the financial position of IBC as at 31 December 2014 represents a 2.3% premium to the last traded price of 54 cents per Share on 31 December By comparison, the last price at which Shares traded on the ASX on 11 May 2015 (the date prior to the date of printing of this Booklet) was 52.5 cents per share. A 1 cent per Share dividend was paid on 9 April In the above example, there would be no dividend component as the Buy-Back price of cents per share is less than the Average Capital Per Share of cents per share. IBC reports its NTA per Share to the ASX monthly. This figure is not an audited figure. As at 30 April 2015, the Buy-Back Price would have been cents per Share. In this example, there would be no dividend component as the Buy-Back price of cents per share is less than the Average Capital Per Share of cents per share. (this is calculated after deducting the 1 cent per Share dividend which was paid on 9 April 2015). (f) Buy-Back Limit and scale back Tenders will be scaled back on a pro rata basis so that not all Shares tendered by Shareholders will be bought back if the NTA of IBC would fall below $35 million as a result of IBC's acceptance of Tenders under the Buy-Back as at the date the Buy- Back Price is announced. IBC considers that it is unlikely that the Buy-Back Limit would be reached because based on IBC's statement of financial position as at 31 December 2014, this would require that Shareholders Tender % of IBC's Shares into the buy-back. Shareholders are cautioned that the number of Shares that comprise the amount of Tenders required to reach the Buy-Back Limit is based on the Buy-Back Price, not a fixed percentage of IBC's Shares. As such, the proportion of Shares which will comprise the Buy-Back Limit will fluctuate and will only be able to be determined at the date the Buy-Back Price is determined. In the unlikely event that participation in the Buy-Back is sufficiently high, as described above, as to result in the Tenders received being required to be scaled back, the scale back will be applied as follows: (i) Shareholders who have submitted Tenders in respect of all of their Shares and who would have a Shareholding of 2,000 Shares or less as a result of the scale back will have all of their Shares bought back; and 5

12 (ii) The remaining Shares tendered by Shareholders to be bought back will be scaled back on a pro rata basis to ensure that the Buy-Back does not result in NTA of IBC falling below $35 million. (g) Funding of the Buy-Back As at 30 April 2015, IBC held investments in 50 securities quoted on the ASX. Each of these securities are available for sale to the extent required to fund payments under the Buy-Back. IBC also held cash of $1.42 million representing approximately 1.4% of the value of the portfolio on that date. This cash is also available to meet payment obligations under the Buy-Back. IBC will fund the payment obligations under the Buy-Back by liquidating some of its investments and drawing on existing cash resources. (h) Timing The Buy-Back will be open from the Opening Date (Friday, 15 May 2015) to the Closing Date (Friday, 19 June 2015). Shareholders may only lodge Tenders within this period. IBC, in its absolute discretion, may withdraw the Buy-Back or extend this period but does not expect to do so. If the Tender Period is extended, the new Closing Date will be announced with the ASX. Payment of the Buy-Back Price for Shares, the subject of the Buy-Back, will be made within 28 Business Days after close of the Buy-Back Tender Period. This is expected to provide IBC a reasonable opportunity to allow IBC to realise sufficient investments to meet the Buy-Back payment obligations. All Shares bought back will be cancelled following payment of the Buy-Back Price. See the section titled "Important Dates and Times for additional detail. The dates specified are subject to change and are indicative only. While IBC does not anticipate any changes to these dates, it reserves the right to change them without prior notice to Shareholders. Subject to the Corporations Act and the Listing Rules, any change to these dates and times will be publically announced on ASX as soon as it is reasonably practicable to do so. IBC also reserves the right to terminate the Buy-Back at any time prior to the date on which IBC enters into Buy-Back Contracts with Shareholders by making an announcement to the ASX to that effect. (i) How does the Buy-Back compare to selling Shares on the ASX? See above for the method to calculate the Buy-Back Price and an example of the calculation. While this illustrates the method of calculation of the Buy-Back Price, it should not be taken as a representation of the Buy-Back Price that will in fact be determined. The last price at which Shares traded on ASX on 11 May 2015 (being the last trading day prior to commencement of printing of this Booklet) was 52.5 cents per share. You may be able to sell your Shares for a higher price than the Buy-Back Price on the ASX. However, you may have to pay brokerage if you sell your Shares on the ASX. You should not have to pay brokerage if you sell your Shares in the Buy-Back directly through the tender process. The market price of Shares on the ASX may move higher than the Buy-Back Price during the Tender Period. It may also vary significantly in the future. The Buy- 6

13 Back may have the effect of reducing selling pressure on the Share price. As a result, while liquidity may be reduced, the price at which Shares trade on the ASX may be higher than that prior to implementation of the Buy-Back. By implementing the Buy-Back process, IBC is not making any recommendation or giving any advice on the value of its Shares, or whether (or how) you should sell your Shares. Before you decide what to do with your Shares, we strongly recommend you seek your own professional advice (including taxation advice). 7

14 2. HOW DO I PARTICIPATE IN THE BUY-BACK? Step 1 Decide how many Shares you wish to sell to IBC To participate in the Buy-Back, you first need to consider how many Shares you wish to sell to IBC. The personalised Tender Form accompanying this Booklet sets out the maximum number of Shares you can tender into the Buy-Back. The total number of Shares you tender must not be greater than the number in the box labelled A on your Tender Form. You should not sell to others the Shares you have offered to sell to IBC. Step 2 Submission of Tenders The way you complete Step 2 will depend on the type of holding you have. This will be specified on your Tender Form. Tenders must be received no later than 5.00 pm (Sydney time) on the Closing Date. (a) Issuer Sponsored Holdings If you have an Issuer Sponsored Holding and wish to submit a Tender for your Shares to be bought back, you need to complete and sign your personalised Tender Form and return it to the Registry at either of the following addresses: If sending by mail Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 You can use the enclosed reply-paid envelope if you are posting in Australia. You should allow sufficient time for your Tender Form to be received by the Registry. If delivering in person (during business hours only) Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000 For an Issuer Sponsored Holding you should submit the Tender by the form entitled Tender Form Issuer Sponsored Holders Off-Market Buy-Back. (b) CHESS Holdings If you have a CHESS Holding, you may contact your Controlling Participant (usually your broker) in sufficient time for your Controlling Participant to process your Tender no later than 5.00 pm (Sydney time) on the Closing Date. The name of the Controlling Participant who manages your CHESS Holding as at the Record Date is printed on your Tender Form. Alternatively, you may complete and sign your personalised Tender Form and return it to the Registry at either of the following addresses: If sending by mail Boardroom Pty Limited, GPO Box 3993, Sydney NSW 2001 You can use the enclosed reply-paid envelope if you are posting in Australia. You should allow sufficient time for your Tender Form to be received by the Registry. If delivering in person (during business hours only) 8

15 Boardroom Pty Limited, Level 12, 225 George Street, Sydney NSW 2000 For CHESS Holders you should submit the Tender by the form entitled Tender Form CHESS Holders Off-Market Buy-Back. 2.1 Can I withdraw or amend my Tender? Once you have submitted a Tender, you may only withdraw or amend your Tender by following the procedures set out below: (a) Issuer Sponsored Holdings If you have an Issuer Sponsored Holding, you can withdraw or amend a Tender you have submitted by completing and submitting a Withdrawal/Amendment Form to the address provided so that it is received by no later than 5.00 pm (Sydney time) on the Closing Date. A copy of the Withdrawal/Amendment Form is included at the back of this Booklet. Any amendment or withdrawal will NOT be effective unless it is received by 5.00 pm (Sydney time) on the Closing Date. (b) CHESS Holdings If you have a CHESS Holding, you will need to contact your Controlling Participant (usually your broker) in sufficient time for your Controlling Participant to process your withdrawal or amendment no later than 5.00 pm (Sydney time) on the Closing Date. Alternatively, you can withdraw or amend a Tender you have submitted by completing and submitting a Withdrawal/Amendment Form to the address provided so that it is received by no later than 5.00 pm (Sydney time) on the Closing Date. A copy of the Withdrawal/Amendment Form is included at the back of this Booklet or on the IBC website at Any amendment or withdrawal will NOT be effective unless it is received before 5.00 pm (Sydney time) on the Closing Date. If you are a CHESS Holder, you will receive written confirmation from CHESS of the withdrawals/amendments made in relation to your holding. Irrespective of its wording, this confirmation is not an acceptance by IBC of your withdrawal or amendment of any Tender. Using a Withdrawal/Amendment Form Withdrawal of Tenders You may withdraw your Tender by ticking the "Withdrawal Box" on the Withdrawal/Amendment Form at the back of this Booklet, completing your shareholder details, signing the form and sending it to the Registry at the address provided or to your controlling participant so that it is received or processed (as applicable) by no later than 5.00 pm (Sydney time) on the Closing Date. You may not withdraw your Tender after this time. Amendment of Tenders If you wish to change the terms of your Tender, you must tick the "Amendment Box" on the Withdrawal/Amendment Form at the back of this Booklet, complete your shareholder details, complete the details of your revised Tender on that form 9

16 in accordance with the instructions shown on it and send it to the Registry or to your controlling participant as specified above. The effect of submitting a Withdrawal/Amendment Form will be to withdraw your previous Tender in favour of your replacement Tender (if any). On the Withdrawal/Amendment Form you will need to complete the details of your revised Tender as if you had not previously submitted a Tender and ensure the form is received by the Registry or processed by your Controlling Participant no later than 5.00 pm (Sydney time) on the Closing Date. 2.2 How can I obtain additional tender Withdrawal/ Amendment Forms? If you require replacement Tender Forms or additional Withdrawal/Amendment Forms, please call Boardroom Pty Limited on within Australia or from outside Australia. 2.3 How will I receive payment for Shares bought back? IBC will send you a cheque for your Buy-Back proceeds, unless you have a valid direct credit authority in place before 5.00 pm (Sydney time) on the Closing Date. In either case, you are taken to have accepted the risks associated with the payment. If you have an existing direct credit authority for the payment of dividends, by submitting your Tender Form you authorise IBC to pay your Buy-Back proceeds into your nominated account. If you do not currently have a direct credit authority in place for the receipt of dividends, or if you wish to receive your Buy-Back proceeds by direct credit to a new or different bank account, you must complete and submit a new direct credit authority form which you can obtain by calling Boardroom Pty Limited on within Australia or from outside Australia the Registry must receive your direct credit authority form before 5.00 pm (Sydney time) on the Closing Date. Please note that if you choose to complete a new direct credit authority form, your nominated bank account details in that form will be used for the payment of the Buy-Back proceeds and will be taken to be your nominated bank account for future payments (including dividends) by IBC to you. Cheques and direct credit advices will be mailed to your address as shown on the IBC Share Register at 5.00 pm (Sydney time) on the Closing Date at your own risk. It is your responsibility to inform the Registry of any changes to your contact details. Payments to bank accounts and dispatch of cheques are expected to be completed by 30 July Payments to the accounts and the dispatch of cheques to the addresses on the IBC Share Register will satisfy IBC's obligation to pay you for any Shares bought back. 2.4 What if I have more than one holding of Shares? You will receive a personalised Tender Form for each separate holding of Shares (for example, if you hold some Shares in your name and some Shares jointly with your spouse you will receive two Tender Forms). You may tender Shares in the Buy-Back from any or all of your separate holdings provided that you complete the Tender Form and follow the instructions on each Tender Form for each holding you wish to tender. 2.5 What if I hold my Shares jointly with another person? If you hold your Shares jointly with another person (for example, your spouse) you must complete and return the Tender Form in accordance with instructions for joint holdings on the Tender Form. 10

17 2.6 Can I still vote if a general meeting is held during the Tender Period? Yes. Shareholders who tender their Shares to IBC will still be entitled to vote (in accordance with the voting rights attached to their Shares) at any general meeting of IBC held during the Tender Period. In any event, it is not intended that any general meeting be held during that period. 2.7 Can I trade my Shares after submitting a Tender? Once you have tendered Shares in the Buy-Back, you must not sell or offer to sell those Shares before the Buy-Back Date unless you withdraw or amend your Tender. In addition, you must not convert the Shares you tender from an Issuer Sponsored Holding to a CHESS Holding or vice versa or move them between CHESS Holdings - for example, if you change your HIN or your Controlling Participant (normally your broker). If you sell Shares after you submit a Tender Form, you must ensure that you hold at least the number of Shares you have tendered at the close of the Tender Period. If you have submitted a Tender, the number of Shares you have tendered will be removed from your holding and placed in a "sub-position" in the IBC Share Register. You will not be able to deal with those Shares until they have been released from the sub-position. For the Shares to be released from that sub-position you must withdraw or amend your Tender in accordance with the procedures set out in Section 2.1. Accordingly, if you wish to sell any of the Shares in respect of which you have submitted a Tender, you must withdraw or amend your Tender in accordance with this Booklet. Withdrawals or amendments made in accordance with these procedures may not take immediate effect. You should take this into consideration if you wish to sell any of your Shares in respect of which you have submitted a Tender. If you sell any Shares after you submit a Tender such that at the Buy-Back Date you do not hold at least the number of Shares you successfully tendered, IBC may, in its absolute discretion, reject your Tender in its entirety or treat the Tender as if you had tendered the number of Shares held by you at the Closing Date (see Section 5.16 for further detail). 2.8 Can I transfer my rights to participate in the Buy-Back? No. Your rights to participate in the Buy-Back are personal and not transferable. 2.9 Can I participate if I am resident outside Australia? No. Only Shareholders who are resident in Australia may participate in the Buy-Back. Shares held by Excluded Foreign Persons may not be tendered into the Buy-Back. 11

18 3. BUY-BACK RELEVANT CONSIDERATIONS 3.1 Introduction The purpose of this Section 3 is to identify significant issues for Eligible Shareholders to consider in relation to the Buy-Back. Before deciding whether to participate in the Buy-Back, Eligible Shareholders should carefully consider the factors discussed below, as well as the other information contained in this Booklet. 3.2 Why you may participate in the Buy-Back Reasons why Shareholders may decide to participate in the Buy-Back include the following: Eligible Shareholders have a choice of whether to retain their Shares or participate in the Buy-Back for their full Shareholding or part thereof (subject to the Buy-Back Limit). Shareholders have the opportunity to sell their Shares at a price equal to NTA after transaction expenses and excluding the deferred tax asset of IBC (based on actual realisation of IBC investments). This price could be higher or lower than the Share price on ASX at the time of calculating the Buy-Back Price. The off-market buy-back process will enable Shareholders to sell a large volume of Shares other than through the ASX. Eligible Shareholders will not have to pay brokerage or appoint a stockbroker to sell their Shares in the off-market Buy-Back. The Buy-Back will increase operating costs such as audit and accounting fees (other than management fees) as a proportion of total assets of IBC but this will be dependent on the size of IBC after the Buy-Back. There will be a reduction in the number of Shares on issue which may decrease liquidity on the ASX. 3.3 Why you may decide not to participate in the Buy-Back Shareholders may decide not to participate in the Buy-Back for a number of reasons. These may include the following: Following the Buy-Back, the market price for Shares may be higher than the Buy- Back Price. By participating in the Buy-Back, Shareholders will not have the opportunity to benefit from the management of the portfolio to be undertaken by KFM. Shareholders may consider that the benefits of holding Shares exceed alternate investments available to them currently. 3.4 Financial and operating performance A copy of the audited financial statements for IBC for the half year ended 31 December 2014 is available on IBC's website. 12

19 3.5 Impact on IBC's financial position The impact of the Buy-Back on the financial position of IBC is illustrated in the pro-forma balance sheet below which sets out the audited Statement of Financial Position as at 31 December 2014 and with the scenarios of 25%, 50%, and %* participation by Shareholders in the buy-back. *Based on IBC's statement of financial position as at 31 December 2014, the Buy-Back Limit would be reached if Shareholders Tender % of IBC's Shares into the buyback. Shareholders are cautioned that the number of Shares that comprise the amount of Tenders required to reach the Buy-Back Limit is based on the Buy-Back Price, not a fixed percentage of IBC's Shares. As such, the proportion of Shares which will comprise the Buy-Back Limit will fluctuate and will only be able to be determined at the date the Buy- Back Price is determined. The precise impact of the Buy-Back cannot be determined until the Buy-Back Price and the total size of the Buy-Back are determined. 13

20 Statement of Financial Position as at 31 December 2014 Before 25% 50% % Buyback take up take up take up $'000 $'000 $'000 $'000 CURRENT ASSETS Cash and cash equivalents Trade and other receivables Trading portfolio 94,401 70,757 47,113 33,990 Other assets TOTAL CURRENT ASSETS 95,165 71,521 47,877 34,754 NON CURRENT ASSETS Deferred tax assets TOTAL NON CURRENT ASSETS TOTAL ASSETS 95,811 72,167 48,523 35,400 LIABILITIES CURRENT LIABILITIES Trade and other payables Current tax liabilities TOTAL CURRENT LIABILITIES NON CURRENT LIABILITIES Deferred tax liabilities TOTAL NON CURRENT LIABILITIES TOTAL LIABILITIES NET TANGIBLE ASSETS 95,411 71,767 48,123 35,000 EQUITY Issued capital 94,595 70,951 47,307 34,184 Profit reserve Profit reserve Accumulated losses (613) (613) (613) (613) TOTAL EQUITY 95,411 71,767 48,123 35,000 NTA per share $ $0.559 $0.562 $0.566 NTA per share after deferred tax & transaction costs $ $0.553 $0.553 $0.554 Notes: 1. The column headed "Before Buy-Back" represents the audited statement of financial position of IBC as at 31 December

21 2. The column headed "25% take-up" is taken from the audited statement of financial position of IBC as at 31 December 2014 and represents IBC's acceptance of Tenders in respect of 42,803,867 Shares representing 25% of the issued Shares and assuming the Buy-Back Price of cents which is NTA as at 31 December 2014 net of transaction costs of the buy-back of 0.11 cents and excluding the deferred tax asset of $646, The column headed "50% take-up" is taken from the audited statement of financial position of IBC as at 31 December 2014 and represents IBC's acceptance of Tenders in respect of 85,607,733 Shares representing 50% of the issued Shares and assuming the Buy-Back Price of cents which is NTA as at 31 December 2014 net of transaction costs of the buy-back of 0.11 cents and excluding the deferred tax asset of $646, The column headed "63.875% take-up" is taken from the audited statement of financial position of IBC as at 31 December 2014 and represents IBC's acceptance of Tenders in respect of 109,363,879 Shares representing %% of the issued Shares and assuming the Buy-Back Price of cents which is NTA as at 31 December 2014 net of transaction costs of the buy-back of 0.11 cents and excluding the deferred tax asset of $646, Assumed that Buy-Back was funded by sale of investments and there is no change in the cash levels in the above balance sheets. If part of the portfolio was liquidated, IBC would realise gains and losses and this would change the retained earnings. For simplicity, in the above scenarios, it was assumed that no gains or losses were realised on the sale of investments. 6. The full deferred tax asset of $646,000 is maintained as IBC can utilise this after the Buy-Back subject to future profitability. 3.6 Impact on Operating Costs Under the Management Agreement, KFM is entitled to a management fee equal to 0.65% per annum of the value of the portfolio, calculated on the last Business Day of each month. Effective 1 July 2015, this will be changed whereby KFM will be paid an annual management fee of 0.40% of the value of the portfolio for the period of the mandate. Commencing 1 July 2014, a performance fee of 15% of the performance (adjusted for the value of franking credits received or accrued during the financial year (after the deduction of the management fee and any applicable GST)) of the portfolio above the 1 year swap rate plus 6% (the benchmark) will be determined by IBC at the end of each financial year for the period of the mandate. This performance fee will be payable by IBC to KFM within 30 business days of the end of the immediately preceding financial year. The amount of management fees paid to KFM will therefore reduce in proportion to the reduction of assets of IBC following the Buy-Back. Other on-going costs associated with the operation of IBC including accounting and audit fees, advisors' fees, costs of preparation of the annual report, holding annual general meetings, other compliance costs and legal costs are largely fixed costs and will not reduce proportionately with the reduction in assets of IBC. As a result, the management expense ratio for IBC may increase. If there is a significant take-up of the Buy-Back by eligible Shareholders, the Directors will reassess the operating costs (including Board expenses) associated with continued operation of the business of IBC and may take steps available to them to limit any increase in the management expense ratio of IBC. 3.7 Transaction costs Transaction costs (inclusive of estimated investment realisation costs) are presently estimated to be in the order of 0.11 cents per Share. Estimated transaction costs comprise the following: (a) Registry services and associated costs in the order of approximately $45,000 to $55,000; (b) Tax and legal advice in the order of approximately $35,000 to $50,000; 15

22 (c) (d) Accounting and administration costs in the order of approximately $8,000 to $12,000; and Transaction costs for realisation of the portfolio assuming approximately 50% of the portfolio is liquidated in the order of approximately $85,000 to $100,000. The actual transaction costs incurred will depend on the level of Tenders received by IBC to participate in the Buy-Back. 3.8 Funding of the Buy-Back As at 30 April 2015, IBC held investments in 50 securities quoted on the ASX. Each of these securities are available for sale to the extent required to fund payments under the Buy-Back. IBC also held cash of $1.42 million representing approximately 1.4% of the value of the portfolio on that date. This cash is also available to meet payment obligations under the Buy-Back. As investment manager, KFM will arrange to fund the payment obligations under the Buy- Back by liquidating IBC investments and drawing on existing cash resources. Under the Management Agreement, KFM must take any action required to ensure that IBC has sufficient cash available to meet its payment obligations under the Buy-Back. In preparing the pro forma statements of financial position included in Section 3.5, it has been assumed that the Buy-Back was funded by the sale of investments and that no gains or losses were realised on the sale of those investments. This may not reflect the source of funding for the Buy-Back. See note 5 to the pro forma statements of financial position in Section 3.5 for details. 3.9 No impact on solvency IBC considers that it will remain solvent and will continue to be able to pay its debts as and when they fall due following the Buy-Back, irrespective of the level of IBC's acceptance of Tenders into the Buy-Back. The Directors do not consider that the Buy-Back will materially prejudice IBC s ability to pay its creditors Impact on IBC's capital structure IBC presently has 171,215,466 Shares on issue held by 2,365 Shareholders (based on the register of Members of IBC on 11 May 2015). IBC has no other securities on issue. Under the Corporations Act, each Share that is bought back will be cancelled. As a result, the number of Shares on issue, and therefore the capital of IBC, will be reduced by the number of Shares that Shareholders offer into the Buy-Back. If the Buy-Back Limit is reached, the maximum impact on the capital structure is as outlined below. If NTA of IBC would fall below $35 million as a result of IBC's acceptance of Tenders under the Buy-Back, Tenders will be scaled back on a pro rata basis. The exact number of Shares bought-back in this circumstance will depend on the Buy-Back Price. However, for illustration, based on the financial position of IBC as at 31 December 2014, assuming transaction costs of 0.11 cents per Share (inclusive of estimated investment realisation costs) and excluding the deferred tax asset of 0.38 cents per Share the Buy-Back Price would be cents per Share. The maximum number of shares bought back would have been 109,363,879 so that IBC would have had 61,851,587 Shares remaining on issue. The financial impact is outlined in the last column of the table in section 3.5 with the heading % take up. 16

23 3.11 Impact on control of IBC The impact of the Buy-Back on the control of IBC is dependent on the level of participation in the Buy-Back and the identity of the parties electing to participate in the Buy-Back. Based on the most recent substantial holder notices lodged with IBC: (a) Kaplan Partners Pty Ltd and its Associates (Kaplan) held voting power of 24.38%; (b) WAM Research Limited and its Associates (Wilson Asset Management Group) has voting power of 7.37%; and (c) Abtourk (Syd No 415) Pty Limited (Abtourk), has voting power of 5.08%. Kaplan has advised IBC that its current intention is that it does not intend to participate in the Buy-Back and will continue to support IBC. Additionally, KFM, IBC's investment manager, is a wholly owned subsidiary of Kaplan Partners Pty Ltd. As described in section 3.6, KFM's management fees are a calculated as a percentage of the portfolio value of IBC so to the extent IBC's portfolio value decreases as a result of the Buy-Back, KFM's fees will decrease (see section 3.6 for further details). Abtourk (Syd No 415) Pty Limited is owned and controlled (directly or indirectly) by Mr Michael Cole, the Chairman of the IBC board. Please see section 3.15 for details in relation to Mr Cole s intentions to participate in the Buy-Back. The table below illustrates the possible voting power of the above named substantial holders if each does not participate in the Buy-Back and its voting power in IBC does not change other than as a direct result of the Buy-Back. Substantial holder Voting power (Based on the Shareholder's most recent substantial holder notice) Voting power if 25% of IBC's Shares are bought back and the Shareholder does not participate in the Buy-Back Voting power if 50% of IBC's Shares are bought back and the Shareholder does not participate in the Buy-Back Voting power if %* of IBC's Shares are bought back and the Shareholder does not participate in the Buy-Back Kaplan 24.38% 32.51% 48.76% 67.49% Wilson Asset Management Group 7.37% 9.83% 14.74% 20.40% Abtourk 5.08% 6.77% 10.16% 14.06% *Based on IBC's statement of financial position as at 31 December 2014, the Buy-Back Limit would be reached if Shareholders Tender % of IBC's Shares into the buy-back. Shareholders are cautioned that the number of Shares that comprise the amount of Tenders that would reach the Buy- Back Limit is based on the Buy-Back Price, not a fixed percentage of IBC's Shares. As such, the proportion of Shares which will comprise the Buy-Back Limit will fluctuate and will only be able to be determined at the date the Buy-Back Price is determined. The table illustrates that if 50% of IBC's Shares are bought back, Kaplan will almost be able to pass an ordinary resolution at a general meeting of Shareholders on a poll by itself. Similarly, if % of IBC's Shares are bought back, Kaplan will almost be able to pass a special resolution at a general meeting of Shareholders on a poll by itself. 17

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