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## Remuneration repor t (cont’d) 

The percentage of performance rights that will vest at the end of the three year performance period each year will be determined by reference to the level of TSR performance of the Company over the vesting period compared with the performance of the comparator group as follows: 

<img src='content_image/168901.jpg'>

## IOOF Total Shareholder Return Performance vc Members of ASX200 

<img src='content_image/168903.jpg'>

The above figure compares IOOF’s TSR performance against the median TSR of the ASX 200 over the 2009 to 2012 measurement period. 

## 6.5 Share options – performance hurdles 

The options issued to Mr Kelaher during the financial year have an exercise price of $6.81, calculated as the three month Volume Weighted Average Share Price up to and including the date of grant, being 1 July 2011. 

Shareholders approved that this element of the plan will not activate unless a minimum average ROE of 5.5% per annum over the performance period has been achieved. The performance hurdle for vesting of the options is a pre- determined target growth in Earnings per Share (EPS) over the performance period. 

The EPS target will be compound growth of 10% per annum in each financial year 2011-12, 2012-13 and 2013-14 from a base point of 40 cents per share, being the final actual EPS figure for financial year 2010-11. 

EPS for the purposes of the hurdle will be calculated on the basis of post-acquisition purchase price allocation Underlying Net Profit After Tax, post amortisation, divided by average shares on issue during the year. 250 200 

Share options that do not vest will lapse and not be retested. Consistent with the Company’s hedging policy, Mr Kelaher is prohibited from entering into hedging arrangements in respect of unvested share options. June 09 Dec 09 June 10 Dec 10 June 11 Dec 11 June 12 150 100 50 

Upon exercise of the share options (including payment of the exercise price) Mr Kelaher will be allocated one ordinary share in the Company for each option exercised. Shares allocated to Mr Kelaher will rank equally with all other ordinary shares on issue. Any dealing in shares resulting from share options that have been exercised will be subject to IOOF’s Securities and Insider Trading Policy. IOOF Holdings ASX200 Uper Quartile ASX Median 

## UNPAT Earning Per Share 

<img src='content_image/168904.jpg'>

The above figure compares IOOF’s UNPAT earnings per share performance against the performance hurdles over the 2010 to 2014 measurement period. 

