INSIGNIA FINANCIAL LTD — AGM Information 2007

Oct 18, 2007

IOOF Holdings Limited ABN 49 100 103 722

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VOTING DIRECTION FORM

For your vote to count this form must be received by Link Market Services Limited no later than 2:00pm Melbourne time on Saturday, 10 November 2007.

All Registry communications to: Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 Locked Bag A14, Sydney South NSW 1235 Australia Telephone: 1300 552 203 (02) 8280 7419 Facsimile: (02) 9287 0309 ASX Code: IFL Website: www.linkmarketservices.com.au

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CONTACT TELEPHONE No. (in case the share registrar needs to speak to you)

I, being a participant in the IOOF Deferred Share Purchase Plan, hereby direct the Trustee of that Share Plan (IOOF Investment Management Limited), to vote on my behalf at the Annual General Meeting of the Company, to be held at 2:00pm on Tuesday, 13 November 2007 or at any adjournment of that meeting. Forms will be valid and accepted if they are signed and received no later than 2:00pm Melbourne time on Saturday, 10 November 2007.

This form will only be used for the purpose of voting the resolutions specified below.

To direct the Trustee on how to vote on any resolution, please insert X in the appropriate box.

In the absence of a direction by you the Trustee has no direction and your votes will not be counted.

For Against Abstain* For Against Abstain* Resolution 1 Resolution 2d To consider Financial Statements “No Resolution Required” To elect Roderick Harper and Reports Resolution 2e Resolution 2a To elect Tony Robinson To re-elect Mr James Pfeiffer Resolution 3 Resolution 2b To adopt the remuneration report To re-elect Ms Jane Harvey (non-binding, advisory vote) Resolution 2c Resolution 4 To re-elect Ms Kate Spargo Grant of performance shares and options to the Chief Executive Officer

• If you mark the Abstain box for a particular Item, you are directing the Trustee not to vote on your behalf and your votes will not be counted in computing the required majority on a poll.

BSignature of Participant	SIGNATURE OF PARTICIPANT – THIS MUST BE COMPLETEDDate

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Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a securityholder (including your name, address and details of the securities you hold) to be included in the public register of the entity in which you hold securities. Information is collected to administer your securityholding and if some or all of the information is not collected then it might not be possible to administer your securityholding. Your personal information may be disclosed to the entity in which you hold securities. You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

IFL VDF741